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Customer grants Processor and its employees, other agents, and contractors the right and license to enter
<br /> upon Customer's mine site or other Feedstock storage location for the purposes set forth herein and agrees
<br /> to indemnify and hold them harmless from any claims or liabilities incurred for trespass or other damage.
<br /> Customer agrees to pay the Sample Testing Fee for collecting and submitting samples for analyses in
<br /> accordance with the Fee Schedule, as set forth in the Term Sheet. Customer hereby appoints Processor
<br /> as its agent and attorney to receive all reports, certifications, and other results of the analyses conducted
<br /> by the laboratory, and Processor will provide a complete copy to Customer of what the laboratory provides.
<br /> Customer agrees to pay the fees and charges of the laboratory for the analyses performed thereby.
<br /> 12. Customer Access. The Processor will allow representatives (not to exceed two) of the
<br /> Customer to enter the Processing Facility during hours of operation and subject to compliance with all
<br /> applicable laws, regulations, and safety policies for the purposes of reasonably monitoring and inspecting
<br /> the processing of Customer's Feedstock; provided however that the Customer shall indemnify Processor
<br /> with respect to any claim, damage, injury, death, loss, or liability to person or property resulting from the
<br /> presence of a Customer's representative at the Processing Facility. If requested by Processor, such
<br /> representative shall execute a written waiver releasing Processor from liability for personal injury or property
<br /> damage experienced by such representative while at the Processing Facility.
<br /> 13. Disclaimer. PROCESSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR
<br /> IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
<br /> PARTICULAR PURPOSE. Processor's sole duty is to exercise ordinary care in the performance of any
<br /> service provided to Customer or action authorized by this Agreement or otherwise necessary. Processor
<br /> neither assumes nor authorizes any agent, employee, or other person to make any representation or
<br /> warranty or to assume for it any liability in connection with the services and products that are the subject of
<br /> this Agreement. Any disclaimer of warranties or limitation thereon contained in this Agreement does not
<br /> apply when prohibited by applicable laws.
<br /> In the event of Processor's breach of this Agreement, Processor shall only be liable for Customer's
<br /> actual damages (without interest) and then only to the extent caused by Processor's failure to exercise
<br /> ordinary care. Processor will be deemed to have exercised ordinary care if its action or failure to act has
<br /> been in conformity with its duties under this Agreement and Processor's other usual and ordinary
<br /> procedures. In no event shall Processor be liable for damages in excess of the actual loss sustained by the
<br /> Customer. Customer agrees that Processor shall not be liable to it under any circumstances for any
<br /> consequential, indirect, special, punitive, or exemplary damages, including, but not limited to,
<br /> damages for loss of profits, goodwill, use, or other losses incurred by Customer or any third party, even if
<br /> the Processor has been informed of the possibility thereof.
<br /> 14. Indemnity. In the event Processor shall become liable under any environmental laws
<br /> related to the transport, processing, disposal, possession, or other handling of Customer's Feedstock,
<br /> Concentrate, or Byproduct, Customer agrees to indemnify and hold Processor harmless from any claim,
<br /> damage, injury, death, loss, cost, or other liability arising under such environmental laws, other than
<br /> liabilities resulting from Processor's gross negligence or intentional misconduct.
<br /> 15. Security Interest. Customer hereby grants Processor a security interest in the Feedstock,
<br /> Concentrate, and Byproduct to secure payment of all Fees of Customer and all other costs and expenses
<br /> incurred by Processor which are the Customer's obligation to pay under the terms of this Agreement or
<br /> under any applicable law or in equity.
<br /> 16. Other Services and Shipment. Processor may perform other services ("Additional
<br /> Services")for Customer pursuant to separate written addenda attached hereto. Such Additional Services
<br /> will be subject to these General Terms and Conditions, except to the extent expressly amended by the
<br /> written terms of such Additional Services. All costs of testing, analyses, processing, transportation and
<br /> other costs incurred by Processor or for services provided by Processor and its contractors are the
<br /> responsibility of Customer. Processor may deduct all such costs incurred by it from amounts owing, if any,
<br /> by Processor to Customer.
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