NOTICE: The Sale of any Products or Services is expressly conditioned on Buyer’s acceptance of these Terms and Conditions. Any acceptance of Seller’s offer, including any written direction to proceed in providing Products or Services, is an express acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No Buyer form shall modify these Terms and Conditions, nor shall any course of performance or dealing operate as a modification or waiver of these Terms and Conditions. Any order to purchase Products or receive Services shall constitute Buyer’s assent to and acceptance of these Terms and Conditions. Unless otherwise specified in the Seller’s provided quote, Seller’s quote shall expire thirty (30) days from its date and may be modified or withdrawn by Seller any time before Buyer has accepted.

“Buyer” means the entity to which Seller is providing Products or Services under the Contract.“Contract” means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by Seller in writing, for the sale of Products or Services, together with these Terms and Conditions, Seller’s final quotation, the agreed scope(s) of work, and Seller’s order acknowledgement. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.“Contract Price” means the agreed price stated in the Contract for the sale of Products and Services, including adjustments (if any) in accordance with the Contract.“Products” means the equipment, parts, materials, supplies, and other goods Seller has agreed to supply to Buyer under the Contract.“Seller” means the entity providing Products or performing Services under the Contract.“Services” means the services Seller has agreed to perform for Buyer under the Contract.“Terms and Conditions” means these “Terms and Conditions for the Sale of Products or Services”, together with any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.

2. Delivery and Shipping Terms.

Shipments shall be F.O.B. factory. Buyer shall pay all delivery costs and charges or pay Seller’s standard shipping charges plus handling. Title and risk of loss to Products shall pass to Buyer upon shipment F.O.B. factory.

3. Cancellation of Purchase Order.

Buyer may cancel its order only with the prior written consent of Seller. All cancelations will be subject to 10% Engineering Fee after 10 days of receipt of order and payment to Seller of reasonable and proper expenses incurred by Seller due to cancellation, including but not limited to, all manufacturer’s cancellation charges.

4. Security Interest.

Title and risk of loss passes to Buyer pursuant to the terms above. As collateral security for the full payment of the purchase price of the Products, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security. Seller shall have the right to file any and all documents and take any action it deems necessary to fully establish protection of its security interest in the Products; however, the failure of Seller to file any such document shall not in any way act as a waiver of Seller’s right to such security interest.

5. Services.

In the event Buyer desires that Seller perform any consulting services including application engineering, design engineering or start-up services (“Consulting Services”), such services shall be performed pursuant to a separate signed agreement detailing the termsand scope of the work to be performed. Any such Consulting Services shall be expressly treated as separate transactions even if combined on a single Buyer’s purchase order and such services shall be treated as though set out on a purchase order separate from the Product or Products also on the purchase order. Consulting Services does not include any suggestions, general guidance or other communications provided in the ordinary course of the sale of Products “Sales Communications”.

   a. Buyer shall purchase the Products and, if applicable, shall pay for the services provided, from Seller at the Contract Price. Prices are subject to change without prior notice and Seller shall thereafter notify Buyer of any price increases. In the event of a price increase, Buyer may cancel any undelivered portion of any order by written notice to Seller, provided such notice is received by Seller not more than ten (10) days after Buyer’s receipt of Seller’s notice of price increase. Upon cancellation, Buyer shall pay Seller: (1) the Contract Price for all Products which have been completed or are in the process of completion, (2) components or goods secured by Seller from outside sources for the performance of the Contract, and (3) special tooling and equipment procured for the performance of the Contract. All prices shall be confidential and Buyer shall not disclose such prices to any unrelated party.

   b. All Contract Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.

   c. The Contract Price excludes shipping and handling charges, which are the obligation of Buyer and will be added to the invoice if prepaid by Seller.

   a. Terms of payment are net cash thirty (30) days following the date of invoice.

   b. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs.

   c. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller.

   d. If Buyer disputes any invoice or portion thereof, it shall notify Seller in writing within thirty (30) days of receipt of said invoice, detail the reason for the dispute, and pay all undisputed amounts. All charges not timely disputed in writing shall be deemed to be undisputed and shall be due and payable as set forth above.

As limited herein, Seller warrants that at the time of shipment, the Products manufactured by Seller shall be free from defects in material and workmanship. All equipment, accessories, parts or components not manufactured by Seller are only warranted to the extent of and by the original manufacturer’s warranty to Seller, if any, which in no event shall modify Seller’s warranty or impose any new obligations on Seller.

b. The warranty hereunder is conditioned upon the Products being properly installed, maintained and operated within the Product’s capacity under normal load conditions.

c. The warranty hereunder does not apply to or extend to Products or components of Products which are expendable items, ordinary wear and tear, altered equipment, equipment repaired by persons not expressly approved by Seller, material not made by Seller, or to equipment damage caused by accident, abuse, misuse, temporary heat, electrical overload, erosive or corrosive substances or other contaminated elements
d. Any Consulting Services provided by Seller by separate agreement with Buyer shall be provided subject to the terms of such agreement and shall not be deemed to act as a warranty or approval of actions which are not within the scope of the Consulting Services including Buyer’s installation, use, or maintenance of the Products or the actions of any third-party.e. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PRODUCTS, AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

a. Buyer shall provide written notice to Seller of any claim under the warranty provided herein within thirty (30) days of the discovery of any defects which are claimed to be a breach of the warranty. Any such claims must be made within twelve (12) months of the date of initial operation, but in any case, no more than eighteen (18) months of the date of shipment.

b. Seller may then repair or replace, BUT NOT INSTALL, F.O.B. at Seller’s factory, any part or parts of the Product which are found to be defective in breach of the warranty any such repair or replacement does not extend the original warranty or time to claim a breach of warranty.

c. Buyer must preserve the condition of the Products andprovide Seller an opportunity to review the Products as they were at the time they failed to meet the warranted specification and any failure to do so will may result in the denial of the warranty claim at Seller’s sole discretion.

d. Buyer shall bear its own costs and expenses related to replacing, repairing or returning the Products or any components.e. In order for Seller to provide services related to a manufacturer’s warranty, including services provided on-site, Buyer must have provided, and Seller must have accepted, a new purchase order for such services.

10. Limitation of Liability.

a. Except for the limited warranty set forth in Sections 8 and 9 above, which is Buyer’s exclusive remedy, Seller shall not be liable to Buyer or any third party under the Contract, or for anything in any manner relating to or arising out of the subject matter of this Contract, for any loss of business or profits or for any general, direct, indirect, special, consequential, exemplary, punitive, incidental or other damages, loss or expenses. Seller is not responsible for any consequence of the use or application of Products by the Buyer.

b. IN NO EVENT SHALL SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER OR, AS TO SERVICES, FOR THE AMOUNTS PAID TO SELLER FOR SERVICES PERFORMED HEREUNDER.

c. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOSS, CLAIM, DAMAGE OR LIABILITY ARISING FROM OR RELATED TO RELIANCE ON SALES COMMUNICATIONS OR THE INSTALLATION OF PRODUCTS INDEPENDENTLY CONDUCTED BY BUYER OR ANY THIRD PARTY.

d. These limitations of liability are a material basis for the parties’ bargain and reflects the bargained-for allocation of risks between Seller and Buyer, without which Seller would not have agreed to provide the Products or Consulting Services at the price charged.

a. Non-certified Documents, Drawings, Models, and Brochures obtained through any means, including but not limited to Websites, Configuration Tools or seller emails, are not considered certified for use as guidance for design, application engineering, or emissions specification unless specifically certified by Seller. Such non-certified materials are presented with the intent to determine general fit and function and should not be construed as delivery of technical, permitting, guarantees of emissions, or engineering information.

Buyer shall indemnify, defend and hold Seller, and its officers, directors, employees, and agents harmless against any and all losses, claims, damages, judgments, liabilities, costs, and expenses (including attorneys’ fees and expenses) arising out of or in any way related to the use of Seller’s Products and Services by Buyer and any third party.

Seller reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to Seller in the event of: (i) Buyer’s insolvency, (ii) Buyer’s filing of a voluntary petition in bankruptcy, (iii) the appointment of a receiver or trustee for Buyer or (iv) the execution by Buyer of an assignment for the benefit of creditors. Seller reserves its right to suspend its performance until payment or adequate assurance of performance is received and also reserves its right to cancel Buyer’s credit at any time for any reason.

a. Seller is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models or any other rights of third-parties are infringed by goods received from suppliers and/or buyers via Seller or third-parties via them, including but not limited to goods, models and drawings for the manufacture and/or delivery of certain Products.b. In the absence of written agreement to the contrary,Seller holds the copyrights and all rights of (industrial) property to the offers it has made and the designs, images, drawings (test) models, software, templates and other goods that it has issued.

Seller shall take reasonable steps to ensure the Products are in conformity with applicable laws and regulations; however, Buyer acknowledges that Products may be used in various jurisdictions for various applications subject to disparate regulations and therefore that Seller cannot warrant compliance with all applicable laws and regulations. Seller disclaims any representation or warranty that the Products conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by Seller in writing. Buyer shall comply with all applicable laws, regulations and ordinances related to its performance of this Contract.

Unless specifically agreed to in writing by an authorized officer of Seller, Products shall not be used in connection with any application or hazardous activity where the failure of a single component could cause substantial harm to persons or property. If so used, Buyer agrees to indemnify and hold Seller harmless from any and all causes of action, claims, costs, liabilities, and losses that arise from or relate to the use of Products in such facilities, applications, or activities.

In addition to any remedies that may be provided under these Terms and Conditions, Seller may terminate this Contract with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Contract and such failure continues for thirty (30) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition forbankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

These Terms and Conditions mayonly be amended or modified in a writing which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of each party.

19. Waiver.

No waiver by Seller of any of the provisions of thisContract is effective unless explicitly set forth in writing and signed bySeller. No failure to exercise, or delay in exercising, any right, remedy,power or privilege arising from this Contract operates, or may beconstrued, as a waiver thereof. No single or partial exercise of any right,remedy, power or privilege hereunder precludes any other or furtherexercise thereof or the exercise of any other right, remedy, power orprivilege.

20. Confidential Information.

All non-public, confidential orproprietary information of Seller, including but not limited tospecifications, samples, patterns, designs, plans, drawings, documents,data, business operations, customer lists, pricing, discounts or rebates,disclosed by Seller to Buyer, whether disclosed orally or disclosed oraccessed in written, electronic or other form or media, and whether ornot marked, designated or otherwise identified as “confidential” inconnection with this Contract is confidential, solely for the use ofperforming this Contract and may not be disclosed or copied unlessauthorized in advance by Seller in writing. Upon Seller’s request, Buyershall promptly return all documents and other materials received fromSeller. Seller shall be entitled to injunctive relief for any violation of thisSection. This Section does not apply to information that is: (a) in the publicdomain; (b) known to Buyer at the time of disclosure; or (c) rightfullyobtained by Buyer on a non-confidential basis from a third party.

21. Force Majeure.

Seller shall not be liable or responsible to Buyer,nor be deemed to have defaulted or breached this Contract, for anyfailure or delay in fulfilling or performing any term of this Contract whenand to the extent such failure or delay is caused by or results from acts orcircumstances beyond the reasonable control of Seller including, withoutlimitation, acts of God, flood, fire, earthquake, explosion, governmentalactions, war, invasion or hostilities (whether war is declared or not),terrorist threats or acts, riot, or other civil unrest, national emergency,revolution, insurrection, epidemic, lockouts, strikes or other labordisputes (whether or not relating to either party’s workforce), orrestraints or delays affecting carriers or inability or delay in obtainingsupplies of adequate or suitable materials, materials ortelecommunication breakdown or power outage.

Buyer shall not assign any of its rights or delegateany of its obligations under this Contract without the prior writtenconsent of Seller. Any purported assignment or delegation in violation ofthis Section is null and void. No assignment or delegation relieves Buyerof any of its obligations under this Contract.

The relationship between theparties is that of independent contractors. Nothing contained in thisContract shall be construed as creating any agency, partnership, jointventure or other form of joint enterprise, employment or fiduciaryrelationship between the parties, and neither party shall have authorityto contract for or bind the other party in any manner whatsoever.

24. Governing Law.

All matters arising out of or relating to thisContract are governed by and construed in accordance with the internallaws of (i) the State of Oklahoma if Buyer’s place of business is in the U.S.or (ii) British Columbia if Buyer’s place of business is in Canada, withoutgiving effect to any choice or conflict of law provision or rule (whether ofthe State of Oklahoma or any other jurisdiction) that would cause theapplication of the laws of any other jurisdiction. If the Contract includesthe sale of Products and Buyer is outside of Seller’s Country, the United Nations Convention on Contracts for the International Sale of Goods shall apply.

25. Submission to Jurisdiction.

Any legal suit, action or proceedingarising out of or relating to this Contract shall be instituted, dependingupon the location of Buyer, in accordance with the following: (i) if Buyer’spertinent place of business is in the U.S., legal action shall be commencedin the federal courts of the United States of America or the courts of theState of Oklahoma in each case located in the City of Dallas and DallasCounty, or (ii) if Buyer’s pertinent place of business is in Canada legalaction shall be commenced in the federal or provincial courts located inBritish Columbia (Judicial District of Vancouver). If Buyer’s pertinent placeof business is outside the U.S. and Canada, the dispute shall be submittedto and finally resolved by arbitration under the Rules of Arbitration of theInternational Chamber of Commerce (“ICC”). The number of arbitratorsshall be one, selected in accordance with the ICC rules, unless the amountin dispute exceeds the equivalent of U.S. $5,000,000, in which event itshall be three. When three arbitrators are involved, each party shallappoint one arbitrator, and those two shall appoint the third within thirty(30) days, who shall be the Chairman. The seat, or legal place, ofarbitration, shall be London, England. The arbitration shall be conductedin English. In reaching their decision, the arbitrators shall give full forceand effect to the intent of the parties as expressed in the Contract, and ifa solution is not found in the Contract, shall apply the governing law ofthe Contract. The decision of the arbitrator(s) shall be final and bindingupon both parties, and neither party shall seek recourse to a law court orother authority to appeal for revisions of the decision. Each partyirrevocably submits to the exclusive jurisdiction of such courts in any suchsuit, action or proceeding arising out of these terms and conditions.

26. Notices.

All notices, requests, consents, claims, demands,waivers and other communications hereunder (each, a “Notice”) shall bein writing and addressed to the parties at the addresses set forth on theface of the Contract or to such other address that may be designated bythe receiving party in writing. All Notices shall be delivered by personaldelivery, nationally recognized overnight courier (with all fees pre-paid),facsimile (with confirmation of transmission) or certified or registeredmail (in each case, return receipt requested, postage prepaid). Except asotherwise provided in this Contract, a Notice is effective only (a) uponreceipt of the receiving party, and (b) if the party giving the Notice hascomplied with the requirements of this Section.

27. Severability.

If any term or provision of this Contract is invalid,illegal or unenforceable in any jurisdiction, such invalidity, illegality orunenforceability shall not affect any other term or provision of thisContract or invalidate or render unenforceable such term or provision inany other jurisdiction.

28. Survival.

Provisions of these Terms and Conditions which bytheir nature should apply beyond their terms will remain in force afterany termination or expiration of these Terms and Conditions including,but not limited to, the following provisions: Insurance, Compliance withLaws, Confidential Information, Governing Law, Indemnification,Submission to Jurisdiction/Arbitration and Survival.

29. Complete Agreement.

These General Terms and Conditionsconstitute the entire agreement between Buyer and Seller relating to thesubject matter hereof, and supersede all prior and contemporaneousdiscussions, understandings, and agreements related to the subjectmatter hereof.