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Attachment #1
<br />TERMS AND CONDITIONS
<br />1 Acceptance. This purchase order may be accepted only on the exact terms and conditions set forth and on no other terms and conditions. These terms and
<br />conditions supersede the terns and conditions of Seller's proposal and acknowledgment form. Acceptance or acknowledgment containing terms and conditions
<br />different than or in addition to those specified herein shall be deemed an acceptance hereof with proposed different or additional terms and conditions which shall
<br />become part hereof only upon written acknowledgment by Buyer
<br />2. Contract Documents. It is the intention of Buyer and Seller that in respect to the items purchased hereby, Seller shall be bound to the Buyer in all respects and in
<br />the same manner as Buyer is bound under the Contract Documents For purposes hereof, "Contract Documents" shall include all agreements, writings, diagrams,
<br />approvals, drawings, processes and procedures which are part of the contractual agreement of which Buyer is party, pertaining to the project identified on the face
<br />hereof or known to Seller, or are imposed on Buyer bylaw or regulation, in reference to the project. All parties (including the owner) who can enforce the Contract
<br />Documents or any part thereof against Buyer are collectively referred to herein as "Buyer's contracting party " Seller may make no material substitution without
<br />the prior approval of the Buyer Any departure from the Contract Documents shall be and remain Seller's sole responsibility unless written approval is obtained
<br />from Buyer Seller shall provide, at its expense, all documentation, including tests and test reports, required by the Contract documents in reference to the items
<br />covered by this purchase order. Shop drawing, samples, laboratory or test reports and other required submittals and resubmittals shall be submitted by Seller per
<br />Buyer's schedule and directions, marl and delivery costs shall be paid by Seller
<br />3. Attachments. Any and all attachments referred to herein are made part of this purchase order
<br />4 Changes. Seller agrees that if any changes in the Contract Documents make it advisable or necessary that work under this purchase order be changed or
<br />discontinued, Buyer shall have the right to change or rescind this purchase order upon three days' notice in writing if this purchase order is cancelled, Seller shall
<br />receive payment for material purchased and work in process and finished work on hand, but only to the extent that Buyer is compensated therefor If this purchase
<br />order is changed due to Owner required changes, Seller will receive an equitable adjustment, limited to the amount paid to Buyer therefor.
<br />5. Price. Unless otherwise specified, price and terns are firm for the duration of the project. The quantities represented in this agreement were estimated The
<br />estimated quantities may be adjusted upward or downward to meet the actual project requirements It is understood that the pricing outlined herein shall not be
<br />affected by such adjustments unless specifically noted in this agreement.
<br />6. Shipment. Seller shall promptly notify Buyer of the shipping point and the initial tamer If Buyer is to pay freight charges, routing must be approved by Buyer
<br />before shipment is made. Discount periods shall be calculated from the date of receipt by Buyer or the date on which an invoice complying with the terns of this
<br />purchase order is received by Buyer, whichever is later.
<br />7 Delivery. Delivery shall be made at the time and in the manner specified by Buyer. Time is of the essence If deliveries are not made at the tune specified by
<br />Buyer to meet schedules, Buyer reserves the right to modify the delivery time, to cancel or purchase elsewhere and hold Seller accountable for the cost thereof All
<br />packing, cartage charges and taxes, if applicable are included in the price. Additional charges will not be accepted by Buyer unless otherwise specified on the face
<br />hereof.
<br />8. Installation. In the event that the items purchased hereunder shall require installation set-vices of Seller's representative and Seller furnishes the same, either with or
<br />without charge, the representative shall not, while performing duties with respect to the items covered by this purchase order, be deemed an agent or employee of
<br />Buyer, and Seller will have full responsib.lity for all acts and omissions of such person including, but not limited to, liability for payroll taxes or contribution
<br />imposed by any federal or state law.
<br />9 Warranties. The items to which this purchase order applies shall be warranted by Seller as required by the Contract Documents. In addition, Seller warrants that it
<br />is a merchant as defined in the Uniform Commercial Code, that the items purchased are fit for the purpose intended and that they are merchantable, of good quality
<br />and free from defects, whether patent or latent, in material, workmanship and design. No warranties shall be deemed waived by reason of any inspection,
<br />acceptance or payment therefor. Each warranty express or implied will remain in effect for the period prescribed by law or the period prescribed by the Contract
<br />Documents, whichever is longer Seller waives any applicable statute of limitations in reference to any matter ansmg hereunder until such time as Buyer's
<br />contracting party shall likewise be barred.
<br />10 Correspondence and Packing Lists. Correspondence and all other documents (including, but not limited to delivery tickets, packing lists and invoices) relating to
<br />this purchase order shall reference the purchase order number.
<br />11. Payment. Unless otherwise indicated on the face hereof, payment to Seller shall be made as and when payment is made to Buyer by its contracting party. Payment
<br />to Seller is contingent upon Buyer's being paid by its contracting party Acceptance by Seller of final payment of the purchase order price shall be a release of
<br />Buyer of all claims and liability to Seller for anything done, famished or related to the work under this purchase order or for any act or neglect of Buyer or its
<br />representatives.
<br />12. Insurance. Seller shall maintain liability, casualty, and worker's compensation insurance coverages through time of complete performance hereunder as required of
<br />Buyer under the Contract Documents, or if there is no Contract Document requirement, as reasonably required by Buyer to protect the interests of the parties
<br />Certificates shall be provided by Seller upon request. Proof of coverage may be required by Buyer prior to Seller's being allowed on site.
<br />13 Indemnity. Seller agrees to hold Buyer harmless from and to protect, defend and mdemmfy Buyer against any and all loss, liability, damage (whether for personal
<br />injury, property damage, or direct or consequential damage or economic loss), costs, attorneys' fees and expenses ansmg from or suffered or incurred or in any
<br />manner connected with (a) and injury to person or property caused in whole or in part by any act or omission by Seller, Seller's agents or employees in the
<br />furnishing of articles or materials or in the performance of work hereunder; (b) infringement of any patent, copyright, trademark, tradename, brand or slogan, or of
<br />unfair competition or of any adverse statutory or non - statutory right, (c) the alleged violation by such item or in its manufacture or sale of any federal, state or local
<br />statute, ordinance or administrative order, rule or regulation, or (d) any breach by Seller of any term of this purchase order.
<br />14 Conformity with Existing Laws. The Seller agrees to comply with all federal, state and local laws, executive order, codes and regulations effective where this
<br />purchase order is to be performed. Where so required, all provisions of laws, rules, regulations and executive orders are hereby incorporated into and made part of
<br />this order This includes but is not limited to the provisions of the Equal Employment Opportunity Act and Executive Order 10925, 11114 and 11246, if applicable.
<br />Further, by executing this purchase order, Seller warrants to Buyer that it has compiled and that during the term of this contract, shall comply with the requirements
<br />of the Occupational Safety and Health Act of 1970. Mine Safety and Health Act, the Fair Labor Standards Act, all affirmative action requirements imposed by the
<br />Contract Documents, and all laws, rules, regulations and executive orders related thereto. in regard to any item considered hazardous, toxic or infectious under any
<br />law, rule or regulation of any governmental authority, Seller shall furnish to Buyer at or before the time of first delivery, without need of request Material Safety
<br />Data, labeling and other information to which Buyer, its contracting parties or the employees of either are entitled. Labels shall be affixed so as to remain secure
<br />under outside handling and storage conditions. Buyer may return for full credit containers not conforming to this requirement. The attachment of specific
<br />requirements to this purchase order shall not operate to excuse Seller's compliance with all laws, rules, regulations and executive orders pertammg to this purchase
<br />order and the project.
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