The following terms and conditions apply to the sale between Clearfield, Inc. and Customer. Acceptance of all purchase orders is expressly made conditional upon Customer’s expressed or implied consent to the terms and conditions set forth herein without modifications or additions.

I. DELIVERY

Unless otherwise agreed in writing, delivery shall be made in accordance with Clearfield’s shipping policy in effect on the date of shipment. Unless otherwise stated on the front of the invoice, title to, and all risk of loss or damage with respect to the Products shall pass to Customer upon delivery by Clearfield to the carrier or Customer’s representative at Clearfield’s warehouse. Customer shall promptly notify Clearfield, in no event later than ten (10) business days after delivery, of any claimed shortage or discrepancy as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for rejection. Failure to give written notice within such time shall be deemed an acceptance in full of the delivery.

II. CREDIT AND PAYMENT TERMS

Customer shall furnish to Clearfield all financial information reasonably requested by Clearfield from time to time for the purpose of establishing or continuing Customer’s credit limit. Clearfield shall have the right to decline to extend credit to Customer, with or without any stated reason, and to require that the applicable invoices be paid prior to shipment. Clearfield shall have the right from time to time, without notice, to change or revoke Customer’s credit limit on the basis of change in Customer’s financial condition and/or payment record. Payment terms for each shipment of goods shall be as stated on Clearfield’s invoice. Customer shall promptly notify Clearfield, in no event later than ten (10) business days after invoice, of any alleged billing error. Such notice shall be in writing and shall be reasonably detailed in describing such error. Failure to give written detailed notice within such time shall be deemed an acceptance in full of the invoice. A service charge of the lesser of one and one-half percent (1½%) per month or the maximum amount allowed by law will be charged on all past due balances. In the event Customer fails to make timely payment of any amount invoiced, Clearfield has the right, in addition to any and all other rights and remedies available to Clearfield at law or in equity, immediately to revoke any or all credit extended, declare any and all outstanding amounts owed to Clearfield as immediately due and payable, and/or to delay future deliveries. All costs of collection, including reasonable attorneys’ fees, shall be paid by Customer.

Any obligation of Clearfield under this Agreement to deliver goods on credit terms shall terminate without notice if:

1) Customer files an voluntary petition under a bankruptcy statue or makes an assignment for the benefit of creditors

2) an involuntary petition under a bankruptcy statue is filed against Customer, or

3) receiver or trustee is appointed to take possession of the assets of Customer.

III. TAXES

Customer shall bear applicable federal, state, municipal, and other government taxes (including sales and use taxes). Exemption certificates, valid at the place of delivery, must be presented to Clearfield prior to shipment or they will not be honored.