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Duperon Corporation Terms and Conditions The Terms and Conditions ("Terms") contained herein shall apply to all Duperon Corporation Purchasers. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. Any changes in the Terms contained herein must specifically be agreed to in writing and signed by Duperon Corporation before becoming binding on either party. The sale and purchase of equipment described herein shall be governed exclusively by the foregoing and the following Terms: 1. SPECIFICATIONS: The equipment may not be in strict compliance with the Engineer's/Owner's plans, specifications, or addenda as there may be deviations. The equipment will, however, meet the general intention of the mechanical specifications as described by Duperon Corporation. 2. ITEMS INCLUDED: The proposal includes only the equipment and does not include erection, installation, accessories or associated materials such as controls, piping, etc., unless specifically listed. 3. PARTIES TO CONTRACT: Duperon Corporation is not a party to or bound by the terms of any contract between Purchaser and any other party. Duperon Corporation's undertakings are limited to those defined in the contract between Duperon Corporation and its Purchasers. 4. PRICE AND DELIVERY: All selling prices quoted are subject to change without notice after 30 days from the date of a proposal unless specified otherwise. Unless otherwise stated, all prices are F.O.B. Duperon Corporation or its supplier's shipping points with freight allowed. All claims for damage, delay or shortage shall be made by Purchaser directly against the carrier. When shipments are quoted F.O.B. job site or other designation, Purchaser shall inspect the equipment shipped, notifying Duperon Corporation of any damage or shortage within forty-eight hours of receipt. Failure to so notify Duperon Corporation shall constitute acceptance by Purchaser, relieving Duperon Corporation of any liability for shipping damages or shortages. 5. PAYMENTS: All invoices are net 30 days. Delinquencies are subject to a 1.5% service charge per month or the maximum permitted by law, whichever is less on all past due accounts. Pro rata payments are due as shipments are made. If shipments are delayed by the Purchaser, invoices shall be sent on the date when Duperon Corporation is prepared to make shipment and payment shall become due under standard invoicing terms. If the work to be performed hereunder is delayed by the Purchaser, payments shall be based on percentage of completion. Products held for the Purchaser shall be at the risk and expense of the Purchaser. Unless specifically stated otherwise, prices quoted are for equipment only. These Terms are independent of and not contingent upon the time and manner in which the Purchaser receives payment from the owner. 6. CREDIT APPLICATION: Purchaser must complete a credit application if it wishes credit terms. The credit application must be updated periodically as requested and upon a request by Purchaser for a change in credit terms. The provision of credit is subject to acceptance by Duperon Corporation's Credit Department. If at any time the financial condition of the Purchaser gives Duperon Corporation, in its judgment, doubt conceming the Purchaser's ability to pay, Duperon Corporation may require full or partial payment in advance or may suspend any further deliveries or continuance of the work to be performed by Duperon Corporation until such payment has been received. Failure to pay after demand by Duperon Corporation shall result in a service charge of 1.5% per month, or the maximum permitted by law, whichever is less. 7. RETENTIONS: Retentions are not included, unless specifically noted. Purchaser agrees not retain payment or any part of a payment. Failure to make payment in accordance with the agreed upon terms will result in a 1.5% per month service charge. 8. ESCALATION: If shipment is, for any reason, deferred by the Purchaser beyond the contractually agreed upon normal shipment date, or if material price increases (or decreases) are greater than 5% from proposal date to material procurement date, stated prices set forth herein are subject to a shared risk escalation adjustment. Any escalation less than plus or minus 5% shall be absorbed by Duperon Corporation. All escalation (increase or credit) that exceeds 5% shall be passed onto the Purchaser at cost and shall be based upon increases (or decreases) in material costs to Duperon Corporation that occur in the time period between quotation and material procurement by Duperon Corporation. Purchaser agrees to this potential escalation (or credit) regardless of contradicting terms in the contract, except when an agreed upon escalation adder is included in the price. (a) The total quoted revised price is based upon changes in the indices as published by third party sources, such as, the United States Department of Labor, Bureau of Labor Statistics. Labor will be related to the Average Hourly Earnings indices found in the Employment and Earnings publication. Material will be related to the Metal and Metal Products Indices published in Wholesale Prices and Price Indices. (b) Price revision for items furnished to, and not manufactured by Duperon Corporation, which exceed the above escalation calculation, will be passed along by Duperon Corporation to Purchaser based upon the actual increase in price to Duperon Corporation for the period from the date of quotation to the date of material procurement. Any item that is so revised will be excluded from the index escalation calculations set forth in subparagraph (a) above. 9. APPROVAL: If approval of equipment submittals by Purchaser or others is required, a condition precedent to Duperon Corporation supplying any equipment shall be such complete approval. 10. INSTALLATION SUPERVISION: Unless specified, prices quoted for equipment do not include installation supervision. Duperon Corporation recommends and will, upon request, make available, at Duperon Corporation's then current rate, an experienced installation supervisor to act as the Purchaser's agent to supervise installation of the equipment. Purchaser shall at its sole expense furnish all necessary labor equipment, and materials needed for installation. Responsibility for proper operation of equipment, if not installed by Duperon Corporation or installed in accordance with Duperon Corporation's instructions, and inspected and accepted in writing by Duperon Corporation, rests entirely with Purchaser; and any work performed by Duperon Corporation personnel in making 1 74