Reseller Standard Terms & Conditions

DEFINED TERMS – “Seller” means CHEMETEC Engineered Equipment Sales who is issuing quotations for the sale of equipment and services related to same. “Buyer” means the party accepting a quotation and purchasing equipment and or services from Seller. “Manufacturer” shall mean the manufacturer of the equipment being resold by Seller to Buyer.

QUOTATIONS – All quotations shall set out the pricing for the equipment and services. The quotation specifically excludes factory preparation, packaging, and transportation and taxes, which will be included in the invoice once calculated prior to shipment/delivery. All quotations are contingent on acceptance of these Terms and Conditions, and which shall apply to any Order from Buyer arising from such quotation (“Order”). All quotations are subject to acceptance within thirty (30) days from date of issue and are subject to change without notice thereafter. Any variance from the terms and conditions, including any of Buyer’s terms and conditions set out in any Order or other document issued by Buyer are expressly rejected unless approved and accepted by an authorized representative of the Seller in writing.

DELIVERY – Seller shall be excused for any delay in delivery or partial delivery, hereunder, resulting from any cause beyond its reasonable control, including but not limited to fire, explosion, flood, epidemic, war, interruption or delay in transportation or labor troubles. In case of delay caused by Buyer’s failure to furnish necessary information as to specific details to be determined by Buyer, Seller may extend date for shipment for a reasonable time, based on period of Buyer’s delay and/or conditions at Seller’s service center. In case shipment is delayed by Buyer’s failure to furnish shipping instructions or other details on request, Seller may at its option invoice material ready for shipment, and payment therefore shall be made in accordance with the terms hereof.

TITLE OF EQUIPMENT – The title to the goods and/or services sold hereunder, and the right of repossession and removal thereof, shall remain with the Seller until payment in full. Buyer agrees to properly care for all equipment and material delivered until the same is fully paid for, and to hold the Seller harmless against any taxes assessed upon the equipment and material, or any part thereof, after shipment.

EQUIPMENT SERVICES SOLD F.O.B. CHEMETEC EESS FACILITY – All goods are sold F.O.B. Seller’s Service Center. Delivery by Seller to Buyer is completed when the equipment is properly packaged for shipment, including any special shipping instructions from Buyer and handed over to and signed for by Carrier, the goods thereafter being at Buyer’s risk. Buyer will make all claims against Carrier for damage incurred during shipment.

INSURANCE – From time of shipment to full payment to Seller, Buyer shall insure for benefit of Seller and Buyer goods furnished hereunder for fire, windstorm, and extended coverage. Buyer hereby waives all rights to recover from Seller for damage or loss for which Buyer is protected by insurance. . The Sellers insurance coverage includes field services personnel while at the job site or traveling to and from the job site. Seller’s insurance certificates are available upon request.

EQUIPMENT MODIFICATIONS – The Seller in conjunction with the Buyer will determine the design specifications associated with all equipment alterations and/or modifications to improve operational functionality. All modifications and/or repairs shall comply with acceptable rotating equipment engineering practices and standards. Modifications that may be considered experimental will require approval from the Buyer prior to proceeding.

WARRANTY – Seller’s warranty for the equipment is expressly limited to the warranty provided to Seller from the Manufacturer which shall be set out in the quotation. Such warranty shall be assigned to Buyer and Seller shall provide reasonable assistance to Buyer in asserting any claims of warranty to the Manufacturer provided Buyer has complied with the warranty validation requirements shipped with the equipment and including providing timely notice as set out in such requirements. Seller makes no warranty, either expressed or implied in connection with the services of its field service personnel Equipment is not guaranteed against chemical attack, corrosion, or abrasion, but all normal precautions will be taken to assure that goods used are of the material grade and analysis specified. No allowance will be made for repairs or replacements not authorized in writing by the Seller. Seller shall be notified of, and reserves the right to be represented at, any tests and/or inspections that Buyer may perform in conducting a root cause failure analysis. ALL IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF FITNESS FOR PURPOSE, MERCHANTABILITY AND OTHER STATUTORY REMEDIES WHICH ARE INCONSISTENT WITH THIS ARTICLE ARE EXPRESSLY WAIVED BY BUYER.

TAXES – Any tax, Federal, State or Municipal, levied on the sale of the equipment described herein or on the use or possession thereof after shipment by Seller, shall be borne and paid by Buyer; and if any such tax shall be due and payable and if Seller shall be chargeable by law for collection of same, Buyer will pay same to Seller on demand whether or not this contract of sale shall have been fully performed.

INVOICES – All invoices are due “Net 30” from the invoice date, unless otherwise negotiated. Invoices not paid when due will be subject to 1% interest per month from the date the invoice is due to the date paid. In case a note is accepted, it shall not be deemed payment but only evidence of indebtedness, and if any note, or renewal note, shall not be paid when due, the entire outstanding

balance shall at option of holder become immediately due and payable, all fees and costs incurred in connection with the collection of any sum due to be paid by Buyer.

CANCELLATION – Buyer may not cancel any Order except upon written notice to Seller and upon payment of Seller’s actual damages to compensate Seller for expenses incurred in processing said Order up to the date of cancellation, including, but not limited to, planning, technical services, expenses and all work performed and other commitments incurred from date of acceptance to date of cancellation. Immediately upon notice of cancellation of an Order, Seller shall have a right to invoice and Buyer shall pay to Seller as an estimate of actual damages as follows:

- 20% of the Order value for standard items if cancelled 30 or more days prior to the original delivery/shipment date;

- 50% of the Order value for standard items if cancelled 29 or more days prior to the original delivery/shipment date;

- 100% of the Order value for any non-standard (i.e., items that are custom to Buyer specifications or specialty Orders that are not built for stock).

Collectively the foregoing shall be defined as the “Estimated Costs”.

After the initial payment, Seller shall identify all of its actual costs, including any Manufacturer restocking fee, plus a twenty percent (20%) mark-up (“Actual Costs”) and Seller shall then invoice Buyer for the difference between the Estimated Costs and the Actual Costs.

No Order may be cancelled subsequent to delivery or shipment, whichever occurs earlier.

COMPLETE AGREEMENT – This document shall represent the final, complete and exclusive statement of agreement for any Order and may not be modified, supplemented, explained, or waived, except in writing, signed by an authorized representative of the Seller. In the case of invalid provisions exist herein, the invalidity or unenforceability of any particular provision of the Terms and Conditions herein shall not affect the other provisions hereof, and the Terms and Conditions herein shall be construed in all respects as if such invalid or unenforceable provision were omitted

CHOICE OF LAW AND DISPUTE RESOLUTION - The laws of the State of Louisiana shall control the validity, construction and interpretation of any Order, excluding any conflicts of laws principles which would direct the substantive law of another jurisdiction to apply. The Parties agree to waive any right or redress under any statute, law or regulation that would invalidate, in whole or in part, the dispute resolution and/or the choice of law provisions under these terms. Any claims, disputes or controversies arising out of or relating to the interpretation, application or enforcement of an Order including any claims of arbitrability, shall be decided by resort of either Seller or Buyer to arbitration utilizing a single arbitrator in accordance with the Commercial Rules of the American Arbitration Association. The arbitration shall be held in New Orleans, Louisiana. The arbitrator shall apply the choice of law set forth in this clause and the decision of the arbitrator shall be final, binding and enforceable in a court of competent jurisdiction and the parties agree that there shall be no appeal from the arbitrator’s decision. The right to arbitrator shall survive termination of the agreement.

INDEMNITIES – For purposes of this clause, the following definitions shall apply: "Seller Group" is used as a reference individually and collectively for Seller and its parent, subsidiary and affiliated companies, and all other parties with whom Seller has a contractual relationship relating to any Order issued by Buyer Order including Manufacturer (with the exception of Buyer) and all of their respective officers, directors, employees, agents, assigns, co-venturers, representatives, invitees, contractors and subcontractors, and the subrogees of said parties. "Buyer Group" is used as a reference individually and collectively for Buyer and its parent, subsidiary and affiliated companies, and all other parties with whom Buyer has a contractual relationship relating to this Order (with the exception of Seller and Manufacturer) and all of their respective officers, directors, employees, agents, assigns, co-venturers, representatives, invitees, contractors and subcontractors, and the subrogees of said parties.

Notwithstanding anything to the contrary contained elsewhere herein, Seller shall release, defend, protect, indemnify and hold harmless all members of Buyer Group from and against any loss, cost, claim, any obligation to indemnify another arising under an Order, suit, judgment, award or damage (including reasonable attorney's fees) in any case of illness, injury or death suffered by any member of Seller Group's personnel and in any case of loss or damage to any member of Seller Group's property and equipment arising out of, in connection with or relating to an Order and REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY ANY MEMBER OF BUYER GROUP'S NEGLIGENCE (INCLUDING ACTIVE, PASSIVE, SOLE, JOINT OR CONCURRENT NEGLIGENCE), OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, AND INCLUDING PRE-EXISTING CONDITIONS.

Notwithstanding anything to the contrary contained elsewhere herein, Buyer shall release, defend, protect, indemnify and hold harmless all members of Seller Group from and against any loss, cost, claim, any obligation to indemnify another arising under an Order, suit, judgment, award or damage (including reasonable attorney's fees) in any case of illness, injury or death suffered by any member of Buyer Group's personnel and in any case of loss or damage to any member of Buyer Group's property arising out of, in connection with or relating to an Order and REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY ANY MEMBER OF SELLER GROUP'S NEGLIGENCE (INCLUDING ACTIVE, PASSIVE, SOLE, JOINT OR CONCURRENT NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, AND INCLUDING PRE-EXISTING CONDITIONS.

The indemnity obligations voluntarily assumed by Seller and Buyer under an Order shall be supported by liability insurance and shall have coverage of no less than $2,000,000 per occurrence and which shall be primary to any other insurances provided by the indemnitee. The limits and coverages of the said insurances shall in no way limit the liabilities or obligations assumed by the Parties under this clause. If it is judicially determined that the monetary limits of the insurance required hereunder or the indemnities assumed under this clause exceed the maximum monetary limits or scope permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum monetary limits or scope permitted under such law.

WAIVER OF CONSEQUENTIAL DAMAGES - Notwithstanding anything to the contrary contained elsewhere herein, neither Seller nor Buyer shall be liable to the other for any consequential, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of efficiency, loss of productivity, loss of product, acceleration, loss of revenue whenever arising under an Order, or as result of, relating to or in connection with an Order furnished hereunder and no claim shall be made by either Seller or Buyer against the other or their subcontractors of any tier, other contractors or insurers REGARDLESS OF WHETHER SUCH CLAIM IS BASED OR CLAIMED TO BE BASED ON NEGLIGENCE (INCLUDING SOLE, JOINT, ACTIVE, PASSIVE, CONCURRENT OR GROSS NEGLIGENCE), FAULT, BREACH OF WARRANTY, BREACH OF CONTRAT, STATUTE, STRICT LIABILITY OR OTHERWISE.

LIMITATION OF LIABILITY – Notwithstanding anything to the contrary contained elsewhere herein and to the fullest extent permitted under applicable law, the parties agree that Seller’s total aggregate liability under any Order from any cause or causes, including the fault or negligence of Seller whatsoever shall not exceed one hundred percent (100%) of the Order price and the Buyer shall release, defend, indemnify and hold Seller harmless for all amounts in excess of such limitation of liability.