Applicable for North America, Canada
Reimelt Corporation
Effective 28/02/07

I. COMPLETE AGREEMENT

This purchase order including these terms and conditions, the specifications, drawings, special instructions and any additional data, and conditions incorporated into the attached hereto constitutes the sole and entire agreement between the parties hereto.  No other terms or conditions shall be binding upon Buyer unless accepted in writing.

II. CHANGES

The Buyer reserves the right at any time to make changes in any one or more of the following: 

1. Specifications, drawings and data incorporated in this Purchase Order where items to be furnished are to be specially manufactured for the Buyer; 
2. Methods of shipment or packing; 
3.  Place of delivery; and 
4. Time of delivery; provided however that no such change materially affects the Seller's ability to perform.

The parties shall be bound by this Purchase Order and its terms and conditions when Seller (a) executes and returns the acknowledgment copy of this order, or (b) delivers to Buyer any of the items ordered, or (c) renders for Buyer any of the services ordered herein, or manifests its intent to perform said services for Buyer.  No contract shall exist except as hereinabove provided.

IV. DELAYS

Buyer may at anytime request assurance that Seller will complete its performance on time.  If Seller fails to give Buyer adequate assurance of performance when reasonable grounds for insecurity arise, then Buyer reserves the right without liability, in addition to its other rights and remedies, to cancel this Purchase Order by notice effective when received in writing by Seller, as to stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere without liability, and Seller shall be liable for the difference between the cost of such items or services and the price set forth in this order for the goods involved.

V. INSPECTION

If this Purchase Order specifically requires Buyer's inspection, Seller shall give Buyer ten (10) business days written notice prior to start of fabrication and ten (10) business days written notice prior to readiness for final inspection.  Buyer's failure to inspect shall not be cause for Seller delaying start or fabrication or shipment.  Any such inspection and/or failure on the part of Buyer's inspectors to discover or reject defective work, equipment or materials not in accordance with this purchase order shall not be construed to imply an acceptance by Buyer of such work, equipment or material.

VI. NON-WAIVER

Failure of Buyer to insist upon strict performance of any of the terms and conditions hereof, or failure or delay to exercise any rights or remedies provided herein or by law or to properly notify Seller in the event of breech, or the acceptance of or payment for any goods hereunder, or approval or design, shall not release Seller of any of the Warranties or obligations of this Purchase Order and Shall not be deemed a waiver of any right of Buyer to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless when shipped, received or accepted, or as to any prior or subsequent default hereunder, or shall any purported oral modification or rescission of this Purchase Order by Buyer operate as a waiver of any of the terms hereof.

VII. WARRANTY

Seller expressly warrants that all items covered by this Purchase Order will conform to the drawings, specifications or samples (if any) or other description furnished or adopted by Buyer, and will be fit and sufficient for the purpose intended, merchantable, and free from defects in material, workmanship and title.  This warranty shall inure to and be enforceable by the Buyer and its successors in interest for a period of eighteen months from date of shipment or one year from date of plant start-up, whichever comes first.  This warranty shall in no way limit any other warranty expressed herein or provided by law.

VIII.  PATENTS

Seller undertakes and agrees to defend at Seller's own expense all suits, actions or proceedings in which Buyer or Buyer's successor in interest is made a defendant for actual or alleged infringement of any U.S.  or foreign letters patent resulting from the use or sale of the items purchased hereunder (excepting infringement necessarily resulting from adherence to specifications or drawings submitted to Seller by Buyer) and Seller further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suit, action or proceedings against such defendant therein.

IX. TAXES

The total price of the Purchase Order shall include sales and other taxes imposed by law upon, or on account of the manufacture, sale or delivery of the material or equipment ordered herein, unless otherwise agreed.

X. PRICES AND PAYMENT

Stated prices are firm unless otherwise expressly stated and shall include all charges for packing and unloading.
Payment will be made in accordance with the applicable provisions of this Purchase Order or within ten (10) business days after delivery to Buyer and inspection as provided herein if not otherwise specified.  However, the time for payment of invoices, or for accepting any discounts offered, shall not begin until the date correct invoices are furnished to Buyer. 

XI. COMPLIANCE

Seller warrants that all goods sold and services furnished hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws, regulations, labor agreements and working conditions.  Seller shall execute and deliver such documents as may be required to effect or to evidence compliance.  All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. 

XII. SAFETY

Seller acknowledges that safety is a key consideration whenever dealing with complex industrial machinery such as the Equipment.  In addition to complying with all pertinent federal, state, and local laws governing workplace safety, Seller agrees to provide to its employees and agents adequate explanations, instructions, and warnings for all items encompassed by this Purchase Order.  In meeting this obligation, Seller shall adhere to the standards for industrial safety warning labels contained in the ANSI Z535 series, Safety Signs and Colors, as promulgated by the American National Standards Institute.  Seller will prepare adequate safety warnings in conformance with the ANSI Z535 series for equipment areas that include, but are not necessarily limited to, the following:  shear points; pinch points; wrap points; crush points; free-wheeling parts; pull-in points; springs; and hydraulic systems.  Additionally, where pertinent, Seller will provide its employees adequate warnings relating to risks of electrical or chemical harm.  As may reasonably be required based on the nature of Seller's employee population, Seller will issue these warnings in multiple languages and with appropriate graphics.    

XIII. OWNERSHIP AND CONFIDENTIAL INFORMATION

All drawings, specifications, plans, data, or other written material furnished by Buyer to Seller, and all copies thereof, shall remain the property of Buyer, and all such material and copies shall be returned to Buyer on demand.  The information disclosed in such drawings, specifications, plans, data or other written material shall not be disclosed to third parties or used by Seller other than in connection with this order without Buyer's prior written consent, except to the extent that such information is in the public domain or was in Seller's prior possession without obligation of secrecy. 

XIV. TERMINATION

Buyer shall have the right at any time and for any reason to terminate this Purchase Order, in whole or in part, by giving written or telegraphic notice to Seller.  Upon receipt of such notice, Seller shall unless the notice directs otherwise, immediately discontinue the work and the placing of orders for materials, facilities and supplies and shall make every reasonable effort to procure cancellation of all such existing orders or contracts upon terms satisfactory to Buyer.  Seller shall thereafter do only such work as may be necessary to preserve and protect work already in progress.  In case of such termination, it is agreed that Seller shall be entitled to compensation for the work already performed and not otherwise salable in the ordinary course of Seller's Business, including material for which firm contracts have been made.  The foregoing shall be the sole remedy available to Seller in the event of termination by Buyer.  The Buyer's right to terminate as provided herein shall not be construed as affecting in any way the rights, duties or obligations of the parties should Buyer cancel this Purchase Order upon Seller's breach or default. 

XV. ASSIGNMENT

Seller shall not assign this order or delegate any of its duties hereunder without Buyer's prior written consent.  No assignment or delegation by Seller shall relieve Seller of its obligations hereunder to Buyer.  

XVI. BACKCHARGES

Should the material or equipment furnished under this Purchase Order require modifications to correct deficiencies in manufacture, fabri­cation or warranty conditions the Seller will be advised in a timely manner.  Seller shall correct such deficiencies in a timely manner, and if Seller does not take appropriate action to correct any deficiency for which Seller is responsible within a reasonable time after Buyer's notification thereof, Buyer may take such corrective action itself or by contract with others.  All costs incurred in connection with the correction of such deficiencies, either before or after delivery, shall be borne by Seller and Seller shall reimburse Buyer for all costs so incurred.

XVII. INDEMNITY

The Seller agrees to indemnify and save the Buyer harmless against all liabilities, claims or demands for injuries or damages to any person or property arising out of Seller's acts or omissions in the performance of this order. 

XVIII. BREACH OF CONTRACT

Seller agrees to reimburse Buyer for reasonable attorney's fees and expenses resulting from breach of contract and to reimburse Buyer for any required remedy Buyer must undertake.  A finance charge of 1% per month will be added on any outstanding reimbursement costs due to Seller's breach of contract.

XIX. GOVERNING LAW

This Agreement shall be governed by and solely construed in accordance with the laws of the State of Florida.  Exclusive venue of any dispute, claim, or cause of actions arising from or relating to this Agreement shall be the courts of Hillsborough County, Florida. 

XX. INSURANCE

Seller will require any Sub-contractor or furnisher of construction/installation services performing construction or installation work related to the Equipment at the direction of Buyer to provide Buyer proof of general liability and worker's compensation insurance in the minimum amount of $2,000,000.00 and $1,000,000.00, respectively.  To the extent that Buyer requires Seller either to provide any commercial liability insurance, or to designate Buyer as an “additional named insured” on Seller’s existing insurance policy, such requirement shall expire and automatically terminate upon the earlier of:  (A) the completion of the Seller’s work as defined by this Purchase Order; or (B) the termination of this Purchase Order by any party regardless of cause.