Purchase Orders Terms and Conditions

1.ACCEPTANCE: It is understood and agreed that the written acceptance by Seller of the purchase order or the delivery of work or any service hereunder by Seller shall constitute acceptance by seller of this purchase order and all of its terms and conditions.

2.PRODUCT IDENTIFICATION: All supplies shall be properly packed, marked and shipped in accordance with the requirements of the carrier transporting such supplies and purchasers instructions. Seller shall be liable to Buyer for all expenses incurred by Buyer as a result of improper packing, marking or routing. No charge will be allowed for crating, boxing or shipping unless stated on said order.

3.CANCELLATION: Performance of work under this purchase order may be terminated by Buyer at its options, in whole or in part, at anytime by delivery of notice of termination to Seller. Buyer shall have such right of termination to Seller. Buyer shall have such right of termination notwithstanding the existence with respect to Seller of excusable delays. After a receipt of a notice of termination Seller shall, unless otherwise directed by Buyer, immediately terminate all work under the purchase order. Upon termination by Buyer under this paragraph, Buyer shall pay to Seller the allocate purchase order price for all supplies or services which have been completed in accordance with this purchase order. Payments shall not exceed the total price specified in this purchase order.

4.INSPECTION: Materials shipped against this order are subject to our inspection on arrival and rejection, notwithstanding any prior payments to obtain cash discount; such remedy is additional to any others provided by law. Purchaser shall have the right to reject or retain such materials and any expense incurred by the Buyer shall be paid by the Seller.

5.CHANGES: Quantity, quality, size or class of material ordered must not be changed without first obtaining consent in writing from Air and Liquid Systems, LLC Purchasing Agent; material other than the sizes, class or quality called for, will not be accepted and we reserve the right to return excess quantities or goods later found not otherwise to comply with this purchase order at your expense; in such case they are not to be replaced unless authorized in writing. Equipment and/or material furnished against this order shall not differ from Certified Submittal Drawings without first obtaining consent in writing from Air and Liquid Systems, LLC Purchasing Agent. Furnished equipment and/or material that deviates from Certified Submittal Drawings may be returned to Seller or modified to comply to Certified Submittal Drawings at the option of Air and Liquid Systems, LLC at no cost to Air and Liquid Systems, LLC or owner. Buyer reserves the right to make changes at any time and if such changes affect the cost, Buyer shall acknowledge the price change in writing.

6.WARRANTY: Seller warrants the goods delivered pursuant to this order will be marketable, of good material and workmanship, and be free from defects of workmanship or material for a period of one year from date of start-up or initial use or for a period of time as specified by owner, whichever is longer. Seller warrants these goods to be useable for the purpose for which they are purchased. Seller agrees to repair or replace, at its option, any such material found to be defective during the duration of warranty period as noted herein at no cost to the owner or to Air and Liquid Systems, LLC Seller specifically agrees to defend, indemnify and hold harmless Purchaser from and against any and all claims, losses, damages and settlement expenses resulting from or arising out of a breach of Seller’s warranties.

7.LEGAL REQUIREMENTS: Seller agrees to comply with all applicable Federal, state and local laws (including any foreign laws where applicable) Executive Order, and regulations thereunder and amendments thereto, including with limitation, Executive Orders relating to Equal Employment Opportunity, the Federal Occupational Safety and Health Act, Public Law 91-596, the Federal Hazardous Substances Act, the Transportation Safety Act, the Clean Air Act, the Toxic Substances Control Act, The Fair Labor Standards Act, and the Federal Water Pollution Control Act, the supplies sold by Seller to Buyer shall conform to the requirements of such laws, orders, and regulations, and this purchase order incorporated by reference all the requirements of said laws, orders and regulations.

8.INSOLVENCY: If Seller shall become insolvent or make a general assignment for the benefit of its creditors, or is a petition in bankruptcy or for any arrangement of any proceeding shall be instituted by or against it for any relief under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations compositions or extensions, or if a receiver or trustee shall be appointed to its property of assets Air and Liquid Systems, LLC may, by delivery of a written notice of termination to vendor, terminate this purchase order in its entirety.

9.FORCE MAJEURE: In the event that fire, accidents, strikes, Government Acts, or any other events beyond the reasonable control of Seller delays shipment beyond the specified dates, Purchaser may terminate this purchase order without any further liability to seller and this contract shall be concluded in accordance with paragraph 3 hereof anything to the contrary notwithstanding.

10.INSURANCE: Seller shall at all times carry Product Liability Insurance and shall indemnify and hold harmless the Buyer for any claims resulting from the use of Buyers product. Seller shall upon request furnish Buyer with proof of said insurance.

11.INVOICES: Invoices rendered against this purchase order must be accompanied by Seller’s sworn statement or waivers of lien. The acceptance of final payment shall be held to be a waiver of all claims against Air and Liquid Systems, LLC If at any time there shall be evidence of any lien or claim, upon which Air and Liquid Systems, LLC might become liable, and which is chargeable to Seller, in the absence of such documentation, Air and Liquid Systems, LLC shall have the right to retain out of nay payment then due or to become due an amount sufficient to indemnify Air and Liquid Systems, LLC against such lien or claim. If any lien or claim should arise or be discovered after payment has been made in full Seller shall reimburse Air and Liquid Systems, LLC for any amount paid to discharge such lien or claim and expenses incurred in obtaining such discharge. All invoices shall refer to this purchase order number.

12.This agreement shall be interpreted in accordance with the laws of the State of Michigan.

13.INDEMNIFICATION: To the fullest extent permitted by law, Seller shall indemnify, defend, satisfy all judgements and hold harmless Buyer, and all person acting for or on behalf of the Buyer, from all claims and liability of any nature or kind, including costs, attorney fees and expenses, arising from or occasioned by any breach of this purchase order or Seller’s performance hereunder.

14.DELIVERY SCHEDULES: If at any time seller has reason to believe that deliveries will not be made as scheduled, immediate written notice setting forth the cause and length of the anticipated delay will be given to Buyer. Late deliveries resulting in additional costs to Air and Liquid Systems, LLC could be back charged to Seller.

15.NON-ASSIGNMENT: This order shall not be assigned in whole or in part, nor shall any part of the work of materials herein be subcontracted with other prior written agreement of Buyer. All material shall be manufactured in union facilities and installed by union personnel unless approved otherwise by Buyer.

16.SELLERS OBLIGATIONS: In the performance of this agreement, seller assumes toward Air and Liquid Systems, LLC all obligations that Air and Liquid Systems, LLC assumes toward the owner and Air and Liquid Systems, LLC shall have all rights and remedies as to the seller, which the owner has to Air and Liquid Systems, LLC and except as specifically set forth in the contract documents, the seller shall not have nay rights against Air and Liquid Systems, LLC which Air and Liquid Systems, LLC does not have with respect to the owner pursuant to the contract documents.