EFTA00595263.pdf

EFTA00595263  Siemens Water Technologies Corp. SIEMENS Zorro Ranch Proposal Number: 155202 10/10/2008 Purchaser acknowledges that Seller is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the goods and/or services provided under the Contract, including any export license requirements. Purchaser agrees that such goods and/or services shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing performance by Seller of its obligations hereunder that compliance with such export laws and regulations be maintained at all times. PURCHASER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL COSTS, LIABILITIES. PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. Shipping Information: - Freight is F.O.B. Origin, freight prepaid and add to invoice. - Service & Handling is $19.95 for this order Terms: - This proposal is valid until 11/9/2008 - Payment terms are net 30 days with proper credit, and are subject to the attached Siemens Water Technologies Corp. Terms and Conditions. - Pricing listed does not include any applicable sales tax. - New customers are pre-approved to $1,000. All others will need to fill out a credit application and submit a hardcopy PO (or a "No PO Form"). - We require hard documentation of your order for Siemens to process your order. For your convenience, we can start processing your order by signing and return fax to: 562/427-7031 or e-mailed to: - You may also mail this to: Siemens 1700 E 28th Street Signal Hill, Ca. , CA 90755 Payment Options (Circle one): Visa Mastercard Amex PO Number Credit Card or Purchase Order Number: Expiration Date: Name Appearing On Credit Card (Please Print), Or Person Issuing PO Number: Signature: Preferred Shipping Company: Shipping Account Number: Note: Shipments under 50 Ihs arc shipped UPS unless requested otherwise. Siemens Phone: 562/276-1477 Fax: 562/427-7031 1700E 28th Street Signal Hill, Ca. , CA 90755 2 EFTA00595264  Siemens Water Technologies Corp. SIEMENS Zorro Ranch Proposal Number: 155202 10/10/2008 l'entis and Conditions I. Applicable Terms. These rams govern the purchase and sale of the equipment ("Equipment") referred to in Seller's purchase order, quotation. proposal or acknowledgment. as the case may be ("Seller's Documentation"). Whether these terms are included in an offer or an acceptance by Seller, such offer or acceptance is conditioned on Buyer's assent to these terms. Seller rejects all additional or different terms in any of Buyer's forms or documents. 2. Payment. Buyer shall pay Seller the full purchase price as set forth in Seller's Documentation. Unless Seller's Documentation provides otherwise. freight. storage, insurance and all taxes, duties or other governmental charges relating to the Equipment or any included services shall be paid by Buyer. If Seller is required to pay any such charges. Buyer shall immediately reimburse Seller. All payments are due within 30 days after receipt of invoice. Buyer shall be charged the lower of I 1,2% interest per month or the maximum legal rate on all amounts not received by the due date and shall pay all of Seller's reasonable costs (including attorneys fees) of collecting amounts due but unpaid. All orders are subject to credit approval. 3. Delivery. Delivery of the Equipment shall be in material compliance with the schedule in Seller's Documentation. Unless Seller's Documentation provides otherwise, Delivery terms are F.O.B. Sellers facility. 4. Ownership of Materials. MI devices, designs (including drawings, plans and specifications), estimates, prices. notes. electronic data and other documents or information prepared or disclosed by Sella, and all related intellectual property rights, shall remain Seller's ptopeny. Seller grants Buyer a non-exclusive, nontransferable license to use any such material solely for Buyer's use of the Equipment. Buyer shall nor disclose any such material to third parties without Seller's prior written consent. 5. Changes. Seller shall not implement any changes in the scope of work described in Seller's Documentation unless Buyer and Seller agree in writing to the details of the change and any resulting price. schedule or other contractual modifications. This includes any changes necessitated by a change in applicable law occurring after the effective date of any contract including these terms. 6. Warranty. Seller warrants to Buyer that the Equipment shall materially conform to the description in Seller's Documentation and shall be free from defects in material and workmanship. If Buyer gives Seller prompt written notice of breach of this warranty within IS months from delivery or I year from acceptance, whichever occurs first (the "Warranty Period"), Seller shall. at its sole option and as Buyer's sole remedy. repair or replace the subject parts or refund the purchase price. If Seller determines that any claimed breach is not, in fact, covered by this warranty. Buyer shall pay Seller its then customary charges for any repair or replacement made by Seller. Seller's warranty is conditioned on Buyer's (a) operating and maintaining the Equipment in accordance with Sellers instructions. (b) not making any unauthorized repairs or alterations, and (c) not being in default of any payment obligation to Seller. Sellers warranty does not cover damage caused by chemical action or abrasive material, misuse or improper installation (unless installed by Seller). THE WARRANTIES SET FORTH IN THIS SECTION ARE SELLER'S SOLE AND EXCLUSIVE WARRANTIES. SEII.E.R MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. INCLUDING WITHOUT LIMITATION. ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. 7. Indemnity. Seller shall indemnify, defend and hold Buyer harmless from any claim, cause of action or liability incurred by Buyer as a result of third party claims for personal injury, death or damage to tangible property, to the extent caused by Sellers negligence. Seller shall have the sole authority to direct the defense of and settle any indemnified claim. Sellers indemnification is conditioned on Buyer (a) promptly, within the Warranty Period. notifying Seller of any claim, and (b) providing reasonable cooperation in the defense of any claim. S. Force Majeure. Under no circumstances shall either Seller or Buyer have any liability for any breach (except for payment obligations) caused by extreme weather or other act of God. strike or other labor shortage or disturbance, fire, accident, war or civil disturbance, delay of carriers. failure of normal sources of supply. change in law or other act of government or any other cause beyond such party's reasonable control. 9. Cancellation. If Buyer cancels or suspends its order for any reason other than Sellers breach, Buyer shall pay Seller for work performed prior to cancellation or suspension and any other direct costs incurred by Seller as a result of such cancellation or suspension. 10. UM ffATION OF LIAIHUTY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES AND SELLER'S TOTAL LIABILITY ARISING AT ANY TIME FROM THE SALE OR USE OF THE EQUIPMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE EQUIPMENT. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY. I I. Miscellaneous. If these term. arc issued in connection with a government contract, they shall be deemed to include those federal acquisition regulations that are required by law to be included. These terms, together with any quotation, purchase order or acknowledgement issued or signed by Seller, comprise the complete and exclusive statement of the agreement between the parties (the "Agreement') and supersede any teams contained in Buyer's documents, unless separately signed by Seller. No pan of the Agreement may be changed or cancelled except by a written document signed by Sella and Buyer. No course of dealing or performance, usage of trade or failure to enforce any term shall be used to modify the Agreement. If any of these terms is unenforceable, such term shall be limited only to the extent necessary to make it enforceable, and all other terms shall remain in full force and effect. Buyer may not assign or permit any other transfer of the Agreement without Seller's price written consent. The Agreement shall be governed by the laws of the state of Delaware without regard to its conflict of laws provisions. Accepted by: Print: Date' Siemens Phone: 562/276-1477 Fax: 562/427-7031 1700 E 28th Street Signal Hill, Ca. , CA 90755 3 EFTA00595265 EFTA00595266 EFTA00595267