e-COMMERCE
TRADING PARTNER AGREEMENT

THIS e-COMMERCE TRADING PARTNER AGREEMENT (the "Agreement") is made by and between Eaton Corporation, an Ohio corporation, with offices at 1111 Superior Avenue, Cleveland, Ohio 44114 (“Eaton”) and the entity accepting the terms hereof ("Seller"). By clicking on the accept button (if available), the individual taking such action acknowledges that that individual is authorized to accept these terms on behalf of Seller and that it is that individual’s intent that this Agreement be binding on the entity as if executed in writing.

1.            Agreement to Use Electronic Commerce. Eaton and Seller each agree to transact business using a combination of Electronic Data Interchange (EDI), Worldwide Interactive Supplier Performance Evaluation Resource (WISPER), Supplier Visualization, Web EDI, Supplier Invoice Self Entry, and Evaluated Receipt Settlement. Eaton agrees to purchase the products from Seller, and Seller shall sell the products, which may be ordered by Eaton, through Supplier Visualization and/or EDI. Seller agrees that EDI, Supplier Visualization, Web EDI, Supplier Invoice Self Entry, and Evaluated Receipt Settlement will be primary forms of commerce communication with Eaton. Activities on the Supplier Visualization channel include, but are not limited to, Purchase Order Management, Inventory, Sales Broadcast and Drawing Access. All information and instruments will be transmitted electronically to each party through Supplier Visualization and/or EDI. Eaton shall, whenever appropriate, place orders for products with Seller by using Supplier Visualization and/or EDI. Seller shall access an e-mailbox at an interval appropriate based on its volume of business with Eaton. Seller shall be solely responsible for any delays or other problems that may arise due to Seller not accessing an e-mailbox at an appropriate interval. If the web site is unavailable, Seller may use other means of commerce communication already established until the web site is available again. Seller will be notified of planned outages via Internet-based communication. In the case of unplanned outages Seller should notify Eaton as soon as possible. Seller acknowledges that the programs and materials accessed pursuant to this Agreement are proprietary and confidential information of Eaton. Seller agrees to treat the programs and materials relating thereto as proprietary and confidential information.

2.            Scope. This Agreement is intended to facilitate the exchange of information by electronic means between the parties. Except to the extent specifically set forth herein, the Agreement does not: (a) extend to the significance or effect, legal or otherwise, of the information or communication actually exchanged, or (b) preclude contract formation or construction with reference to other writings or conduct between the parties recognizable under the Uniform Commercial Code. The specification of data elements in applicable EDI Standards is not intended to alter the applicable provisions of the Uniform Commercial Code with regard to the formation or construction of contracts.

3.           Standards. All documents shall be transmitted in accordance with published industry standards, which are agreed upon by the parties, such as the American National Standards Institute ASC X12 Series of standards, the National Association of Electrical Distributors standards, and EDIPro standards.

4.            Third Party Service Providers. All documents will be transmitted electronically to each party either directly or through any third party service provider with whom either party may contract. Either party may modify its election to use, not to use, or change a third party service provider only upon thirty (30) days prior written notice and with the prior written consent of the other party hereto. Each party shall be responsible for the costs of any third party service provider with which it contracts. Each party shall be liable for the acts or omissions of its third party service provider in transmitting, receiving, storing or handling documents.

5.            Security Procedures . Each party shall properly use security procedures, including passwords or codes, to ensure that all transmissions are authorized and to protect its business records and data from improper access. In the event that an individual is no longer eligible to access the programs and materials on behalf of Seller, Seller shall, within 24 hours, de-activate all passwords that enable such individual to have access.

6.            Confidentiality . Each party shall maintain the confidentiality of all information that it receives in transmissions on the programs and materials with at least the same degree of care it uses to protect its own confidential or proprietary information. Each party shall be permitted to disclose such information if it is required by governmental rule, regulation, statute or order, provided the party required to disclose such information timely notifies the other party of such requirement in order to allow the other party to contest said disclosure. Each party shall be permitted to disclose such information if it is otherwise agreed to by the other party. This obligation of confidentiality shall not apply to information which (a) was in the public domain at the time of receipt, (b) entered the public domain through no fault of the receiving party subsequent to the receipt by the receiving party, (c) was in the receiving party’s possession free of any obligation of confidence at the time of receipt by the receiving party, or (d) was rightfully communicated to the receiving party free of any obligation of confidence subsequent to the time of receipt by the receiving party, (e) or in any event, 5 years after the receipt by the receiving party.

7.            Verification . Upon proper receipt of any document, the receiving party shall promptly and properly transmit a functional acknowledgment and / or purchase order acknowledgement, unless otherwise agreed by the parties.

8.            Validity and Enforceability . Any document properly transmitted pursuant to this Agreement shall be considered to be a “writing” or “in writing”. Each party shall use an appropriate identification number (i.e. their Supplier Number), which is affixed to or contained in each document transmitted by such party in order to identify the document as properly authorized. Any such document which carries or contains such identification number will be presumed to be valid and shall be deemed to constitute an original when printed from electronic files or records maintained in the normal course of business. Each party shall adopt as its signature an electronic identification consisting of symbol(s) or code(s), which are to be affixed to or contained in each Document transmitted by such party ("Signatures"). Each party agrees that any Signature of such party affixed to or contained in any transmitted document shall be sufficient to verify such party originated such document. Each party shall furnish to the other its Signature and a list of the individuals authorized by it to send Messages by e-mail.

9.            Indemnification . Seller agrees to indemnify, defend and hold harmless Eaton, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from Seller’s use of any website or the software, your violation of any terms of use or Seller’s infringement, or infringement by any other user of Seller’s account, of any intellectual property or other right of any person or entity.

10.            Limitations . Neither party shall be liable to the other for any loss of profits, loss of
information, or any indirect, special, incidental, consequential, or any other damages of any kind related to the exchange of electronic documents or arising as a result of any delay, omission or error in the electronic transmission or receipt of any data or electronic document as contemplated
under the term of this Agreement. In the event either party be liable for any failure to perform its obligation in connection with any transaction or any document, where such failure results from any act of God or other cause beyond such party's reasonable control (including, without limitations, any mechanical, electronic or communications failure) which prevents such party from transmitting or receiving any documents.