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 may not be changed or superseded by any different or additional terms and conditions proposed by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
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