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Terms and Conditions of Sale

Ruud Lighting, Inc.
Terms and Conditions of Sale

1. Controlling Provisions.

Generally: These Terms and Conditions (the "Contract") constitute an offer by Ruud Lighting, Inc. ("Company") to provide the products of Company (the "Products") to the original purchaser who purchases such Products ("Buyer"). Company hereby objects to and rejects any additional, different or varying terms proposed by Buyer, unless Company expressly assents to such terms in writing. COMPANY'S AGREEMENT TO PROVIDE THE PRODUCTS IS EXPRESSLY CONDITIONED ON BUYER'S ASSENT TO ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, NOTWITHSTANDING ANY LANGUAGE IN BUYER'S PURCHASE ORDER, IF ONE EXISTS, OR OTHER WRITING OR ORAL REPRESENTATION. THIS CONTRACT, INCLUDING ALL ITEMS EXPRESSLY INCORPORATED BY REFERENCE, CONSTITUTES THE FINAL EXPRESSION OF THE TERMS BETWEEN COMPANY AND BUYER REGARDING THE PRODUCTS AND IS A COMPLETE AND EXCLUSIVE STATEMENT OF THOSE TERMS. ANY TERMS, CONDITIONS, NEGOTIATIONS OR UNDERSTANDINGS THAT ARE NOT CONTAINED IN THIS CONTRACT SHALL HAVE NO FORCE OR EFFECT UNLESS MADE IN WRITING AND SIGNED BY COMPANY AND BUYER. Company's sales representatives are without authority to change, modify or alter the terms of this Contract.

Acceptance: Buyer shall be deemed to have made an unqualified acceptance of this offer and the Terms and Conditions herein on the earliest of the following to occur: (a) Buyer's payment of or Company's extension of credit for any amounts due under this Contract; (b) Company's delivery of the Products; (c) failure to notify Company in writing within 10 days of placing an order for Products; or (d) any other event constituting acceptance under applicable law.

Quotations: Unless otherwise expressly agreed to, written quotations are void unless accepted within 45 days from date of issue. Other Company publications are maintained as sources of general information and are not quotations or offers to sell.

Governing Law: This Contract shall be governed by and construed according to the internal laws of the State of Wisconsin, including, without limitation, the Uniform Commercial Code as adopted in Wisconsin except as modified herein. Neither this Contract nor any sales hereunder shall be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. The parties agree to exclusively arbitrate any disputes pursuant to section 16, and any resulting award may be enforced by a court of competent jurisdiction, including a court situated in the State of Wisconsin. Upon termination of this Contract for any reason, Company shall have all of the rights and remedies provided by law, including, without limitation, the rights of a secured party under Chapter 409, Wisconsin Statutes, or any successor statute or similar statute in the jurisdiction where Buyer is located or stores the Products.

Severability; Waiver: The invalidity of any provision or clause of this Contract shall not affect the validity of any other provision or clause hereof. Company reserves the right to correct clerical or similar errors relating to price or any other term shown in this Contract. The failure of either party to insist, in any one or more instances, upon performance of any term, covenant or condition of this Contract shall not be construed as a waiver or relinquishment or any right granted hereunder or the future performance of such term, covenant or condition.

Compliance With Laws: Buyer agrees to comply with all laws and regulations applicable to the purchase, transport, use, storage, sale, lease and/or disposal of the Products, including, without limitation, to the extent applicable, the U.S. Export Administration Act and all regulations thereunder.

2. Delivery.

Generally: Company shall deliver the Products F.O.B. Company's facility at Racine, Wisconsin (the "Facility"). All risk of loss, damage or delay and title to Products shall pass from Company to Buyer upon departure from the Facility. Responsibility for unloading Products at the shipment's destination is Buyer's. Additional charges may be applicable for residential deliveries or when changing a shipment's destination.

Shipping and Handling: Fixture orders of $1,500 or more will ship prepaid by Company within the continental United States. Shipping and handling fees for orders less than $1,500 will be 7% of the order value or $10, whichever is greater.

Pole Freight: Freight charges apply to all Premium pole shipments. Contact Company's Customer Service Department for more information.

Shipping Dates: All shipping dates are approximate. Shipping dates given by Company are based on prompt receipt of all necessary information regarding the order. Company will use reasonable efforts to meet such shipping dates but does not guarantee to meet such dates. Failure by Company to meet any shipping date does not constitute a cause for cancellation and/or damages of any kind. Time for shipping shall not be of the essence.

Shipping Delays: Any delay in shipping due to causes beyond Company's reasonable control, or due to any priorities or allocations necessitated by governmental orders or regulations, or due to any causes specified in the following sentence, shall extend the term of shipping by a period equal to the length of such delay. In the event of delay in shipping requested by Buyer or caused by Buyer's (a) failure to supply adequate instructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessary data in a timely manner; (d) requested changes; or (e) failure to provide documents required for Company to effect shipping, Company will store all Products at Buyer's risk and expense. Buyer shall pay all storage costs and expenses upon Company's demand.

Claims: Claims for shortages or other errors must be made to Company within 21 days after receipt. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.

3. Prices; Taxes.

Pricing and Prepayment: Catalog prices are for prepaid orders to be shipped within the United States. Prepayments include payment by check, ACH Debit, MasterCard, Visa or American Express that are received before order shipment. Company will deposit Buyer's check or charge Buyer's card before shipping the order. All prices are in U.S. Dollars, are subject to change and exclude applicable shipping and handling fees, freight and sales tax.

Invoice Orders: Customers with approved credit* are eligible for invoice terms for orders of $1,500 or more. The purchase price for invoiced purchases is due within 30 days of shipment. Invoice pricing is 25% higher than Company's current prepay pricing.
* Credit approval based on information requested by Company and provided by Buyer, or other information including Dun & Bradstreet reports.

Gold Level Customers: Gold Level status is granted to customers achieving and maintaining a sales level of $15,000 annually. Gold Level customers receive an additional 5% discount on current catalog prices for prepaid orders, or 60-day, interest-free, pre-approved invoice terms* at current prepay catalog prices. Customer accounts must be kept current to maintain Gold Level status. Please call Company's Customer Service Department for more information.
* Credit approval based on information requested by Company and provided by Buyer, or other information including Dun & Bradstreet reports.

Platinum Level Customers: Platinum Level status is granted to customers achieving and maintaining a sales level of $100,000 annually. Platinum Level customers receive an additional 5% discount on the Gold Level prices for prepaid orders, or 60-day, interest-free, pre-approved invoice terms* at prices 5% below the current prepay catalog prices. Platinum customers also receive free standard shipping and handling regardless of order size (excluding freight on poles). Customer accounts must be kept current to maintain Platinum Level status. Please call Company's Customer Service Department for more information.
* Credit approval based on information requested by Company and provided by Buyer, or other information including Dun & Bradstreet reports.

Returned Checks: A $25 handling charge will be assessed for any check or other prepayment returned by Buyer's bank. Additionally, the order value will revert to invoice price, which is 25% higher than prepayment price. Payment is due immediately.

Taxes and Fees: Buyer shall pay, or reimburse Company on demand for, all taxes, fees and costs, including, but not limited to, any manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, value added tax, duty, customs agent or broker fees, inspection or testing fee, shipping and handling fee, freight costs, insurance, consular fees or any other tax, fee or charge of any nature whatsoever, including interest imposed on, in connection with or measured by any transaction between Company and Buyer, in addition to the prices quoted, prepaid or invoiced.

4. Terms of Payment.

Generally: Catalog prices are for prepaid orders shipped within the United States. Invoice pricing is generally 25% higher than catalog prices. If Buyer resides in the United States and subject to Company's approval, invoice payment terms are 100% of order amount due net 30 days from the date of shipment. If Buyer resides outside the United States, payment terms shall be as agreed upon by Company and Buyer in advance.

Company's Rights: Company reserves the right to require Buyer to pay for Products in advance, by cash on delivery, or by means of other secured form of payment acceptable to Company in its sole discretion. Terms of payment on all orders are subject to the approval of Company's accounting department. If Buyer does not pay Company any amount due under this Contract or any other agreement when such amount is due or if Buyer defaults in the performance of this Contract, Company may, without liability to Buyer and without prejudice to Company's other lawful remedies, (i) terminate Company's obligations under this Contract; (ii) declare immediately due and payable all of Buyer's obligations to Company; (iii) change credit terms with respect to any further purchases (iv) suspend or discontinue any further purchases; and/or (v) repossess the Products. Buyer agrees to reimburse Company for all costs and fees, including, but not limited to, attorneys' fees and repossession fees incurred by Company in collecting any sums owed by Buyer to Company. Buyer agrees to pay a late payment charge of 1 �% per month, or the maximum amount allowable by law, on all amounts not paid in full within 60 days of invoice to Buyer, payable on Company's demand. Buyer shall not set off amounts due to Company against claims against Company.

Security Interest: In partial consideration for Company's sale of Products to Buyer, Buyer hereby grants to Company, and Company hereby retains, a security interest in all Products sold to Buyer and documents relating to such Products now or hereafter in the possession of or under the control of Buyer, title to which might at any time be determined to have passed to Buyer, including, without limitation, all inventories of the Products or any other product bearing any trademark or trade name of Company, returns or repossessions and the proceeds, including insurance proceeds and proceeds from products in which the Products were an input, of all of the foregoing, together with the additions and accessions thereof, to secure all of Buyer's obligations to Company under this Contract and all other obligations of Buyer to Company. Buyer agrees to execute such financing statements, continuation statements and other documents, including, but not limited to, pledge agreements, and to take such actions as may be required by Company to evidence or perfect the security interest granted herein and the interest of Company. Company is authorized in Buyer's name or otherwise to take such actions as permitted under this Contract or applicable law, including, without limitation, signing Buyer's name, and Buyer hereby appoints Company as its attorney-in-fact for such purpose.

5. Cancellations, Changes and Returns.

Cancellations: All unshipped Products may be cancelled by Buyer only upon notifying an authorized representative of Company and receiving an Order Cancel confirmation via mail, e-mail or fax. In the event of any cancellation of an order by Buyer, Buyer shall pay to Company its reasonable costs and expenses plus Company's usual rate of profit for similar work. Special orders are not eligible for cancellation, changes or returns.

Changes: Buyer may not alter or modify its order or any part thereof without notifying an authorized representative of Company and receiving a new Order Acknowledgement via mail, e-mail or fax. Company reserves the right to change the price, terms of payment and delivery dates for any Products affected by any alterations or modification to which it consents.

Returns: No Products may be returned to Company without notifying an authorized representative of Company and receiving a Returned Goods Authorization ("RGA") number. Products may be returned only on the terms or conditions specified in such authorization. Returned Products must be of current manufacture, unused, in resalable condition and securely packed to reach Company without damage. Any cost incurred by Company to put Products in first class condition will be charged to Buyer. All Products returned to Company shall be subject to a 15% minimum restocking charge plus the costs of freight, packaging, insurance and any import or export costs.

New, unopened Company products returned within one year from original date of purchase with Company's prior authorization and in resalable condition will be considered for credit on account. A minimum of 15% will be deducted from all credits to cover Company's inspection, re-testing and re-cartoning costs. Pole returns receive an additional $5 per foot deduction. Final credit will be determined after Company's inspection. Special product returns and C.O.D. shipments will not be accepted. To initiate a return, contact Company's Technical Support Department for an RGA number.

6. Limited Warranty.

Except as otherwise provided in the sections below entitled Limited Warranty for Finish, Limited Warranty for Lamps and Limited Warranty for Standard Poles, Company warrants to Buyer, with proof of purchase, that its Products will be free from material defects in workmanship and materials under normal use and service for the following periods commencing on the date of product shipment (the "General Warranty Period"):

One Year	Three Years
Track Products Directional Flood Ground Mount Sealed Well Light Troffers and Surface Lensed Linear Fluorescent Vapor-Tight Dock Light Standard Square Poles Round Tapered Poles	Security Fixtures High and Low Bay Fixtures Flood/Area Fixtures Exit/Emergency/Egress products Indirect Fixtures Landscape Products (except Directional Flood Ground Mount and Sealed Well Light) Recessed Fixtures Exit/Emergency Batteries Premium Square Steel Poles Square Aluminum Poles EZ Worklight

Limited Warranty for Finish: Company warrants to Buyer, with proof of purchase, its Colorfast DeltaGuard� finish will be free from material cracking, peeling, excessive fading or corrosion defects under normal use and service for a period of seven years from the date of shipment (the "Finish Warranty Period").

Limited Warranty for Lamps: Company warrants to Buyer, with proof of purchase, its supplied lamps will be free from material defects in workmanship and materials under normal use and service for the following periods from date of shipment (the "Lamp Warranty Period"):

Three Months	Six Months	One Year
Incandescent lamps, including halogen and quartz Compact fluorescent lamps used in products that are connected to control gear or occupancy sensor that cause lamps to frequently switch "on" or "off". Special order compact fluorescent lamp, regardless of manufacturer's published lamp life data	HID lamps with rated life less than 10,000 hours, as published in the Technical Data Section of Company's catalog Fluorescent lamps with rated life less than 10,000 hours, as published in the Technical Data Section of Company's catalog Linear fluorescent lamps used in products that are connected to control gear or occupancy sensor that cause lamps to frequently switch "on" or "off". Special order HID lamps, regardless of manufacturer's published lamp life data	HID lamps with rated life equal or greater than 10,000 hours, as published in the Technical Data Section of Company's catalog Fluorescent lamps with rated life equal to or greater than 10,000 hours, as published in the Technical Data Section of Company's catalog

Limited Warranty for Standard Poles: Company warrants to Buyer, with proof of purchase, that its Standard Poles will be free from material defects in workmanship and materials under normal use and service for a period of one year commencing on the date of product shipment (the "Pole Warranty Period"). The Limited Standard Pole Warranty specifically excludes fatigue failure or similar phenomena, resulting from induced vibration, harmonic oscillation or resonance associated with movement of air currents around the pole. Buyer assumes all liabilities associated with ensuring the Standard Poles ordered by Buyer will be a compatible fit to the foundation or anchorage to which the Standard Poles may be attached and for the structural integrity of such foundation and anchorage. Company disclaims all liability for damages which may result from the improper installation of the Standard Poles.

Exclusions Applicable to All Limited Warranties: Company provides NO WARRANTY in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents, normal wear and tear, improper storage and handling, acts of God, damage due to environmental or natural elements, failure to follow Company's instructions, or improper installation, storage or maintenance. Buyer represents and warrants that it will use qualified personnel to install the Products. This limited warranty does not cover parts furnished but not produced or manufactured by Company (other than poles manufactured by Valmont), and Company's sole obligation with respect to such parts shall be limited to assigning or transferring to Buyer any written warranty extended to Company by the manufacturer of such parts to the extent such warranty may reasonably be assigned or transferred. However, Company does not adopt, guarantee or represent that the manufacturer will comply with any of the terms of the warranty of such manufacturer. Note: All Luma� low voltage landscape fixtures are designed for use only with Luma transformers and Luma cable. Installation of Luma fixtures with non-Luma components, or any physical modification of Luma products, may lead to fixture malfunction or failure and voids all warranties or other obligations of Company.

Applicable Warranty Period: The "Applicable Warranty Period" shall be the General Warranty Period, the Finish Warranty Period, the Lamp Warranty Period or the Pole Warranty Period more specifically described above as applicable to the type of Product.

Remedies Applicable to All Limited Warranties: Buyer shall provide to Company prompt notice within 60 days of noticing any material defect during the Applicable Warranty Period, at which time Company will issue to Buyer an RGA number. Company's sole and exclusive obligation under this warranty (and Buyer's sole and exclusive remedy) shall be to, at Company's option, repair or replace without charge, F.O.B. Company's Facility, or credit Buyer for the purchase price paid for any defective Product or part thereof and expressly warranted herein by Company against material defects and found by Company in its sole discretion to be materially defective and covered by this warranty. COMPANY SHALL NOT BE LIABLE TO BUYER, OR TO ANYONE CLAIMING UNDER BUYER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE PRODUCTS, COMPANY'S ACTS OR OMISSIONS OR OTHERWISE. This warranty covers only replacement or repair of defective Products or parts thereof at Company's main facility and does not include the cost of field service travel and living expenses, labor, inspection, removal or installation of new Products or parts or normal maintenance.

Notice of any warranty claim or request for warranty service should be sent in writing to Company at Ruud Lighting, Inc. Technical Support Department, 9201 Washington Ave., Racine, WI 53406 (262) 886-1900. In the alternative, Buyer may give notice by calling Company's Technical Support Department at (262) 886-1900 and speaking with an authorized Company Technical Support representative.

LIMITATION ON DAMAGES: IN NO EVENT SHALL COMPANY BE LIABLE TO BUYER AND ANY OTHER THIRD PARTY FOR INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES. COMPANY'S AGGREGATE LIABILITY WITH RESPECT TO A DEFECTIVE PRODUCT AND THIS CONTRACT SHALL BE LIMITED TO THE MONIES PAID TO COMPANY FOR THAT DEFECTIVE PRODUCT.

These limitations shall apply only to the extent that applicable law allows. Some states do not allow the exclusion or limitation of incidental and consequential damages, so the above limitation or exclusion may not apply to Buyer.

Any assistance Company provides to or procures for Buyer outside the terms, limitations or exclusions of this warranty will not constitute a waiver of the terms, limitations or exclusions of this limited warranty, nor will such assistance extend or revive the warranty.

Company will not reimburse Buyer for any expenses incurred by Buyer in repairing, correcting or replacing any defective Products, except for those incurred with Company's prior written permission.

This limited warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary from state to state.

7. DISCLAIMER OF OTHER WARRANTIES.

COMPANY AND BUYER AGREE THAT THE EXPRESS WARRANTIES IN THE PRECEDING SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS WARRANTIES. COMPANY HEREBY DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS WARRANTIES. FOR COMMERCIAL PRODUCTS, COMPANY HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES IMPLIED BY LAW, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR CONSUMER PRODUCTS, WARRANTIES IMPLIED BY LAW, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED TO THE APPLICABLE WARRANTY PERIOD STATED ABOVE FOR THE RELEVANT PRODUCT OR PART THEREOF. Any oral or written description of the Products is for the sole purpose of identifying the Products and shall not be construed as an express warranty. Prior to using or permitting use of the Products, Buyer shall determine the suitability of the Products for the intended use, and Buyer shall assume all risk and liability whatsoever in connection therewith. Buyer agrees that Company has no post-sale duty to warn Buyer or any other party about any matter, or, if such duty exists, Company satisfies that duty by providing any required warnings only to Buyer. Buyer assumes all post-sale duty to warn end users and its customers and indemnifies Company against any Damages in connection with such duty or failure to warn. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Buyer.

8. Engineering Data.

All engineering data, design information and engineering and shop drawings used in the completion of any order are and shall remain Company's property. Buyer shall not copy, reproduce, distribute, publish or communicate to any third party such data without the prior written permission of a properly authorized representative of Company. Company hereby gives its permission to Buyer to distribute product data or operation and maintenance information to end users.

9. Patent Infringement and Defects in Buyer's Specifications.

Orders manufactured to Buyer's specifications, drawings, designs or descriptions are executed only with the understanding that Buyer will indemnify and hold harmless Company from any and all damages sustained by Company, including, but not limited to, reasonable attorneys' fees, resulting from any action or threatened action against Company for (a) infringement of the patents or proprietary rights of any other person, or (b) injury to person or property, including death, relating to defects in Buyer's specifications, drawings, designs or descriptions.

10. Indemnification and Insurance.

Indemnification: Buyer hereby releases and agrees to indemnify, defend and hold harmless Company, its shareholders, officers, agents, employees, affiliates, successors, assigns and third party suppliers ("Company's Indemnified Parties") from and against any and all direct and indirect claims, debts, actions, causes of action, liabilities, loss, suits, demands, fines, penalties, judgments, omissions, damages or expenses whatsoever, including, without limitation, attorneys' fees and costs ("Damages") incurred by or against Company or any of Company's Indemnified Parties due to or arising out of, in connection with, resulting from or relating to (a) misrepresentations, breach of the warranties, representations, covenants or agreements contained in this Contract or any law by Buyer or any of Buyer's shareholders, directors, officers, employees, affiliates, representatives, agents, successors or assigns ("Buyer's Parties"); (b) any damage to or destruction of property or injury to or death of persons caused, or alleged to have been caused, in whole or in part, by any intentional, reckless, negligent or other act (or failure to act) of Buyer or any of Buyer's Parties; or (c) losses, damages or injuries caused by Buyer's products, Buyer's specifications, designs, approvals or instructions provided to Company, or due to improper installation, application or use of the Products or otherwise. Prior to settling any claim, Buyer will give Company an opportunity to participate in the defense and/or settlement of such claim. Buyer shall not settle any claim without Company's written consent. In the event of any recall affecting the Products, Company shall have the right to control the recall process, and Buyer shall fully cooperate with Company in connection with the recall.

Insurance: Buyer shall maintain and have in effect at all times during the Contract, and for a period of three years thereafter, Commercial General Liability Insurance, which includes, without limitation, coverage for business automobile, transit and other transportation liability, bodily injury liability, personal injury liability, property damage liability, theft, advertising injury liability, medical payments, products liability and products-completed and completed operations liability coverage and any other coverage required by law. Buyer shall, at Company's request, deliver copies of the policy or policies of insurance to Company. Such policies shall provide a waiver of subrogation against Company as the additional named insured and contain no cross-liability exclusion. Buyer agrees that the parties intend that Buyer's insurance coverage will be primary over any other potentially applicable insurance. Buyer shall ensure that any umbrella or excess liability coverage shall not treat the naming of Company as an additional named insured as a coverage change that voids or terminates such coverage. The policies should state that they may not be cancelled or amended without 60 days' prior written notice to Company.

11. Confidential Information; Trademarks.

Confidential Information: Buyer acknowledges that all trade secrets, designs, specifications and other Confidential Information (as defined below) which may be disclosed to it by Company shall at all times, both during and after expiration or termination of this Contract for any reason, remain the exclusive property of Company and that Buyer shall not acquire any proprietary interest whatsoever therein. "Confidential Information" means all knowledge and information disclosed by Company to Buyer orally or in writing, or acquired by Buyer through observation, regarding Company's products, technology, inventions, formulas, know-how, services, forecasts, sales methods, customer lists, customer usages and requirements, financial information, business plans, strategies and future business relationships, disclosed with the exception of such information that (a) was already part of the public domain at the time of the disclosure by Company; (b) becomes part of the public domain through no fault of Buyer (but only after and only to the extent that it is published or otherwise becomes part of the public domain); (c) was in Buyer's possession prior to the disclosure by Company and was not acquired, directly or indirectly, from Company or from a third party who was under a continuing obligation of confidence to Company; or (d) is received (after the disclosure by Company) by Buyer from a third party who did not require Buyer to hold it in confidence and did not acquire it directly or indirectly from Company under a continuing obligation of confidence. Except as necessary to perform its duties under this Contract, Buyer shall not use or disclose any of such Confidential Information but shall use the greater of the degree of care required by this Contract or the same degree of care given its own trade secrets and confidential information. Upon expiration or termination of this Contract for any reason, Buyer shall, within 15 days, surrender to Company all plans, drawings, specifications, sketches, pictures, films, tapes, computer disks, literature, samples, documents, other tangible objects and all copies thereof relating to trade secrets and other Confidential Information and all of Company's property. Buyer shall be permitted to destroy rather than return all analyses, extracts, and summaries prepared by Buyer which contain Confidential Information, and such destruction shall be certified in writing to Company by an authorized officer of Buyer who has supervised such destruction. Nothing in this Contract shall be construed to limit or negate the common or statutory law of torts or trade secrets where it provides Company with broader protection than that provided herein.

Trademarks: Nothing in this Contract shall be construed to give Buyer any right to use any of the trademarks of Company on or in connection with the sale of any goods or services other than Products, and Buyer agrees not to make, or allow any of its affiliates to make, any such use. Any use of Company's trademarks or other intellectual property shall be subject to prior written approval of Company's marketing department and such restrictions as Company may, in its sole discretion, impose from time to time. Company may revoke such approval license at any time in its sole discretion. Buyer's use of the trademarks, and any and all goodwill associated therewith, shall inure to Company's benefit. Buyer agrees that neither it nor its affiliates will seek to register any trademark or any other trademark, service mark, or trade dress owned by Company or its affiliates, and, if Buyer or any of its affiliates does obtain such a registration, Buyer or its affiliate shall immediately assign the same to Company. Buyer acknowledges and agrees that Company owns all right, title and interest in and to its trademarks. Except as otherwise agreed by Company, Products sold by Buyer shall bear Company's trademarks, and Buyer shall not remove or efface such trademarks. Buyer will not sell any of the Products, except in connection with such trademarks, and will not repackage the Products in any manner and resell such Products utilizing a different trademark. Any use of Company's trademarks in advertisements or promotion must be preapproved in writing by Company. Buyer and its affiliates agree to take all steps that Company may from time to time consider to be necessary to perfect or protect Company's rights in the trademarks, including, without limitation, executing all necessary assignments, declarations and other documents requested by Company from time to time. Upon expiration or termination of this Contract for any reason, Buyer and its affiliates shall take such steps and execute such documents as Company requests to cause Company to own all rights in its trademarks and to terminate any rights Buyer may have to use the trademarks. Buyer shall inform Company promptly of any potential or actual infringement of any of Company's trademarks and shall provide all assistance and information required by Company, at Company's expense, in connection with any such infringement.

12. Assignment.

Neither party may assign this Contract without the prior written consent of the other party, provided, however, that Company may assign this Contract in whole or in part to any of its affiliates or to a purchaser of all or a substantial part of its business and/or may perform any of the terms of this Contract through subcontractors. Subject to the foregoing, this Contract shall inure to the benefit of, and be binding upon, the parties' successors and assigns.

13. Independent Contractor.

Buyer is an independent contractor, and neither Buyer nor any of its employees or agents shall be considered an employee or agent of Company. Neither Buyer nor any of its employees or agents is authorized to incur any obligations or make any promises or representations on Company's behalf.

14. Force Majeure.

Company shall not be responsible for delay in delivery or failure to fill orders or other default or damage where such has been caused by an act of God, war, major disaster, terrorism, third-party criminal acts, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers, shortage of fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of any court or government, demand for goods exceeding Company's available supply or any other cause beyond Company's control. In the event of any delay in delivery, failure to fill orders or other default or damage caused by any of the foregoing, Company may, at its option and without liability, prorate its deliveries, cancel all or any portion of the order and/or extend any date upon which performance is due hereunder.

15. Survival.

The provisions found in sections 1, 4, 8, 9, 10, 11, 15 and 16 hereof and the warranty and damage limitations in sections 6 and 7 hereof and any other provision, the performance or effectiveness of which naturally survives, shall survive expiration or termination of this Contract for any reason. All of Company's remedies contained herein are cumulative and not exclusive of any other remedies available to Company at law, by contract or in equity.

16. General Arbitration Provision.

Any disputes, claims or controversies arising under or relating to this Contract, including, but not limited to, any tort claims, shall be determined by binding arbitration. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the commercial or other rules of the AAA rules and procedures. The arbitration shall be conducted by a single, neutral arbitrator selected by mutual agreement of the parties or, if the parties cannot reach an agreement, by the AAA under its standard selection procedures. The arbitration shall take place in Racine, Wisconsin. Judgment on any arbitration award rendered by the arbitrator may be entered in any court of competent jurisdiction, including a court situated in the State of Wisconsin. The arbitrator in its discretion may allow the parties to conduct limited document and witness discovery; however, Company and Buyer agree that discovery should be limited as much as possible, because Company and Buyer desire to resolve any disputes quickly and inexpensively.

Ruud Lighting, Inc. Terms and Conditions of Sale