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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 terms
<br /> rced-m -=- --er rL ` ; if-any, submitted to-Purchaser-(wh:ich--P-Lap-osaL-shalL-control ---_ ----_-__
<br /> over any conflicting terms), constitute the entire agreement (the "Agreement") between the parties 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 may not be changed or superseded by any different or additional terms and conditions proposed by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 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. to 5 p.m.
<br /> Monday through Friday). Overtime and Saturday hours will be billed at one and one-half (1 1/2) times the
<br /> hourly rate; and Sunday hours will be billed at two (2) times the hourly rate; holiday hours will 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 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 /> 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 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 current
<br /> term year, upon new pricing to reflect the material cost increases, Elster AMCO Water LLC, may, 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 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, in
<br /> connection with the Bidding Process within six months from the date Elster AMCO Water LLC, submits 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 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 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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<br /> Attachment#3 /'s;-e e
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