Each sale by PDI is F.O.B. at place goods are shipped to Purchaser, including without limitation price, freight, insurance, delivery, title, taxes and all risks. RCW62A.2-319

NET 10th PROX.: Payment of each amount Charged for goods shipped and services provided and Invoiced (dated as of the date shipped or provided) by email to Purchaser during each calendar month is due to PDI by the 10th day of the next month (due-date month) by check, cash, ACH, wire transfer or unapplied “Issued Credit” (issued when PDI emails a Credit Memo to Purchaser). On or shortly after the first business day of each due-date month, PDI will email a Statement to Purchaser that includes as of the end of the preceding month the Invoiced amount of each then unpaid Charge, unapplied Issued Credit, and Total Amount Due.

“Issued Credits”: PDI will issue a Credit for returned cores & other goods, warranty, and freight, price & other adjustments after the return, warranty or adjustment complies with applicable supplier and PDI credit requirements in accordance with past practices. Because half of all returns are usually received by PDI during the last 5 days of each month, obviously any return late in a month may not be received soon enough for PDI to issue a Credit for it on Purchaser’s Statement for that month.

“Applied Credits”: To help Purchaser and PDI save time by applying each Credit to the same Invoice on both Purchaser's and PDI's own books:

• PDI will apply Credit for each return to any specific PDI Invoice that Purchaser requests by email, text or telephone to PDI IF: 1) before the time PDI receives that request PDI has not already applied the Credit to a different Invoice, and 2) no payment to PDI for any Amount Due from Purchaser is past due at that time;
• In all other cases, PDI may apply any Credit first against Charges on the oldest Invoice or any other Invoice.

PDI assigns to Purchaser any and all manufacturer & supplier warranties of goods sold to Purchaser by PDI.

PDI does not manufacture, test or modify any goods distributed or sold by PDI.

PDI DISCLAIMS ANY AND ALL WARRANTIES OF ALL GOODS SOLD BY PDI, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR USE, CONDITION, QUALITY, LATENT DEFECT, COMPLIANCE WITH ANY LAW, ORDINANCE, REGULATION, RULE OR SPECIFICATION OR ANY OTHER PARTICULAR PURPOSE, AND ALL OTHER QUALITIES AND CHARACTERISTICS WHATSOEVER. RCW 62A.2 - (312-318)

Terms of Purchase Order Acceptance by PDI: NO PURCHASE ORDER OR OTHER COMMUNICATION FROM ANY PURCHASER WILL BE ACCEPTED OR DEEMED ACCEPTED BY POWER DISTRIBUTING, INC. EXCEPT BY PDI’s “ACKNOWLEDGEMENT” FORM EMAILED BY PDI TO PURCHASER. PDI’s ACCEPTANCE OF EACH PURCHASE ORDER:

1. IS SUBJECT TO THESE POWER DISTRIBUTING, INC. TERMS OF SALE PUBLISHED AT https://www.powerdistributing.com/termsconditions), AND
2. IS EXPRESSLY CONDITIONAL ON PURCHASER’S ASSENT TO ALL ADDITIONAL OR DIFFERENT TERMS IN THOSE PUBLISHED TERMS OF SALE (i. e., ADDITIONAL OR DIFFERENT TERMS FROM TERMS IN PURCHASER’S PURCHASE ORDER OR ANY OTHER COMMUNICATION FROM PURCHASER). PURCHASER’S ASSENT WILL BE EVIDENCED BY TAKING POSSESSION OF ANY GOODS DESCRIBED IN THAT ACKNOWLEDGEMENT. RCW62A.2-207

Past-Due Amounts: Purchaser agrees to pay compound interest (accrued from the last day of the month in which the applicable Invoice is dated until paid) at 12% per annum on each past due amount that is not received by PDI by the last day of the due-date month plus PDI’s actual costs and attorneys' fees to collect each past due amount.

Governing Law; Jurisdiction: State of Washington laws, and exclusive jurisdiction in Pierce County, Washington, govern breach, interpretation, and enforcement of each purchase and sale of goods and services between Purchaser and PDI, excluding choice of laws and conflict of laws principles and laws.