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EXHIBIT B Elster AMCO Water LLC <br /> General Terms and Conditions of Sale <br /> Page 1 of 6 <br /> 1 . General . The terms and conditions contained herein , together with any additional or different <br /> terms <br /> contained in Elster AMCO Water LLC 's " Proposal", if any, submitted to Purchaser (which Proposal shall control <br /> over any conflicting terms) , constitute the entire agreement (the "Agreement" ) between the parties <br /> with <br /> respect to the order and supersede all prior communications and agreements regarding the order. Acceptance <br /> by Elster AMCO Water LLC of the order, or Purchaser' s acceptance of Elster AMCO Water LLC 's Proposal , is <br /> expressly limited to and conditioned upon Purchaser' s acceptance of these terms and conditions, payment <br /> for or acceptance of any performance by Elster AMCO Water LLC being acceptance . These terms and conditions <br /> may not be changed or superseded by any different or additional terms and conditions proposed by <br /> Purchaser to which terms Elster AMCO Water LLC hereby objects . Unless the context otherwise requires, the <br /> term " Equipment" as used herein means all of the equipment, parts, accessories sold , and all software and <br /> software documentation , if any , licensed to Purchaser by Elster AMCO Water LLC ( " Software " ) under the <br /> order . Unless the context otherwise requires, the term " Services " as used herein means all labor, <br /> supervisory, technical and engineering, Installation , repair, consulting or other services provided by Elster <br /> AMCO Water LLC under the order . As used herein , the term " Purchaser" shall include the initial end use <br /> of <br /> the Equipment and/or services ; provided, however, that Paragraph 13 (a ) shall apply exclusively to the initial <br /> end user. <br /> 2 . Prices . <br /> (a) Unless otherwise specified in writing , all Proposals expire thirty ( 30 ) days from the date thereof. <br /> (b) Unless otherwise stated herein , Services prices are based on normal business hours ( 8 a . m . <br />to 5 p . m . <br /> Monday through Friday) . Overtime and Saturday hours will be billed at one and one - half ( 1 1 /2 ) times <br /> the <br /> hourly rate ; and Sunday hours will be billed at two ( 2) times the hourly rate ; holiday hours will <br /> be billed at <br /> three ( 3) times the hourly rate . If a Services rate sheet is attached hereto , the applicable Services rates shall <br /> be those set forth in the rate sheet . Rates are subject to change without notice . <br /> (c) The price does not include any federal, state or local property, license, privilege, sales, use, excise, gross <br /> receipts, or other like taxes which may now or hereafter be applicable . Purchaser agrees to pay or reimburse <br /> any such taxes which Elster AMCO Water LLC or its suppliers are required to pay or collect . If Purchaser <br /> is <br /> exempt from the payment of any tax or holds a direct payment permit, Purchaser shall , upon order <br /> placement, provide Elster AMCO Water LLC a copy, acceptable to the relevant governmental authorities of any <br /> such certificate or permit . <br /> (d) The price includes customs duties and other importation or exportation fees, if any, at the rates in effect <br /> on the date of Elster AMCO Water LLC 's Proposal . Any change after that date in such duties, fees, or rates <br />, <br /> shall increase the price by Elster AMCO Water LLC 's additional cost. <br /> (e) If following the end of each year of the Agreement term, Elster AMCO Water LLC, in <br /> its reasonable <br /> judgment and supported by reasonable documentation determines that increases in the costs of materials, <br /> including commodity price increases, used in the production of goods provided hereunder make the pricing <br /> then provided Purchaser economically unfeasible , the then current pricing shall be reopened for negotiation <br /> between the parties and if the parties cannot agree, within thirty ( 30 ) days of the end of the then <br /> current <br /> term year, upon new pricing to reflect the material cost Increases, Elster AMCO Water LLC , may , <br /> upon at <br /> least ninety ( 90) days prior written notice, terminate the Agreement . <br /> (f) Notwithstanding anything herein , ( I ) if Purchaser intends to issue an order or similar request for <br /> Equipment or Services pursuant to or in connection with a solicitation , a request for proposal , a <br /> bidding <br /> procedure or other similar process (the " Bidding Process") in which Elster AMCO Water LLC , participated or <br /> responded to , and if Purchaser does not Issue an order or similar request for Equipment or Services, <br /> in <br /> connection with the Bidding Process within six months from the date Elster AMCO Water LLC, submits <br /> a <br /> response or proposal to Purchaser in connection with the Bidding Process, then Elster AMCO Water LLC, shall <br /> not be bound by the pricing submitted with its response or proposal and the Purchaser and Elster AMCO Water <br /> LLC, shall then attempt to negotiate new pricing , provided , however, if the parties cannot agree upon pricing <br /> within . eight months from the from the date Elster AMCO Water LLC , submits a response or proposal <br /> to <br /> Purchaser in connection with the Bidding Process, then either party may terminate this Agreement upon <br /> thirty ( 30 ) days prior written notice and any other agreement entered into between the parties in <br /> connection herewith , and ( ii ) during the last ninety (90 ) days of a Proposal or order term or within <br /> the last <br /> ninety ( 90 ) days a Proposal or order is in effect, Purchaser shall not issue an order for or request shipment <br /> or delivery of a quantity of Equipment or the provision of Services that exceeds thirty percent ( 30 % ) of the <br /> aggregate of Equipment or Services, as the case may be, ordered or requested at the commencement of the <br /> term hereof or the initial issuance of the order without the prior written consent of Elster AMCO Water LLC . <br /> FR722 -A Issue : 01 10/23/ 12 DCR12 -040 <br /> Y <br /> elster <br /> __ I <br />