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Elster AMCO Water LLC <br />General Terms and Conditions of Sale <br />Page 2 of 6 <br />3. Payment. <br />(a) Unless specified to the contrary in writing by Elster AMCO Water LLC, payment terms are net cash, <br />ppayable=without=off-set lin=United=States�Dollars,=30=days-from date of invoice--by=wir-etr-ansfe-r—to=the=account--- <br />designated by Elster AMCO Water LLC in the Proposal. <br />(b) If in the judgment of Elster AMCO Water LLC the financial condition of Purchaser at any time prior to <br />delivery does not justify the terms of payment specified, Elster AMCO Water LLC may require payment in <br />advance, payment security satisfactory to Elster AMCO Water LLC, or may terminate the order, whereupon <br />Elster AMCO Water LLC shall be entitled to receive reasonable cancellation charges. If delivery is delayed by <br />Purchaser, payment shall be due on the date Elster AMCO Water LLC is prepared to make delivery. Delays in <br />delivery or nonconformities in any installments delivered shall not relieve Purchaser of its obligation to <br />accept and pay for remaining installments. <br />(c) Purchaser shall pay, in addition to the overdue payment, a late charge equal to the lesser of 1 1/2% per <br />month or any part thereof or the highest applicable rate allowed by law on all such overdue amounts plus <br />Elster AMCO Water LLC's attorneys' fees and court costs incurred in connection with collection. <br />4. Changes. <br />(a) Any changes requested by Purchaser affecting the ordered scope of work must be accepted by Elster <br />AMCO Water LLC and resulting adjustments to affected provisions, including price, schedule, and <br />guarantees mutually agreed in writing prior to implementation of the change. <br />(b) Elster AMCO Water LLC may, at its expense, make such changes in the Equipment or Services as it <br />deems necessary, in its sole discretion, to conform the Equipment or Services to the applicable specifications. <br />If Purchaser objects to any such changes, Elster AMCO Water LLC shall be relieved of its obligation to <br />conform to the applicable specifications to the extent that conformance may be affected by such objection. <br />5. Delivery. <br />(a) All Equipment manufactured, assembled or warehoused in the continental United States is delivered F.O.B. <br />point of shipment. Equipment shipped from outside the continental United States is delivered F.O.B. United <br />States port of entry. Purchaser shall be responsible for any and all demurrage or detention charges. <br />(b) If the scheduled delivery of Equipment is delayed by Purchaser or by Force Majeure, Elster AMCO Water <br />LLC may move the Equipment to storage for the account of and at the risk of Purchaser whereupon it shall be <br />deemed to be delivered. <br />(c) Shipping and delivery dates are contingent upon Purchaser's timely approvals and delivery by Purchaser of <br />any documentation required for Elster AMCO Water LLC's performance hereunder. <br />(d) Claims for shortages or other errors in delivery must be made in writing to Elster AMCO Water LLC within <br />ten days of delivery. Equipment may not be returned except with the prior written consent of and subject to <br />terms specified by Elster AMCO Water LLC. Claims for damage after delivery shall be made directly by <br />Purchaser with the common carrier <br />6. Title & Risk of Loss. Notwithstanding any agreement with respect to delivery terms or payment of <br />transportation charges, risk of loss or damage shall pass to Purchaser upon delivery. <br />7. Inspection, Testing and Acceptance. <br />(a) Any inspection by Purchaser of Equipment on Elster AMCO Water LLC's premises shall be scheduled in <br />advance to be performed during normal working hours. <br />(b) If the order provides for factory acceptance testing, Elster AMCO Water LLC shall notify Purchaser when <br />Elster AMCO Water LLC will conduct such testing prior to shipment. Unless Purchaser states specific <br />objections in writing within ten (10) days after completion of factory acceptance testing, completion of the <br />acceptance test constitutes Purchaser's factory acceptance of the Equipment and its authorization for <br />shipment. <br />(c) If the order provides for site acceptance testing, testing will be performed by Elster AMCO Water LLC <br />personnel to verify that the Equipment has arrived at site complete, without physical damage, and in good <br />operating condition. Completion of site acceptance testing constitutes full and final acceptance of the <br />Equipment. If, through no fault of Elster AMCO Water LLC, acceptance testing is not completed within thirty <br />(30) days after arrival of the Equipment at the site, the site acceptance test shall be deemed completed and <br />the Equipment shall be deemed accepted. <br />8. Warranties and Remedies (unless otherwise stated). <br />(a) Equipment and Services Warranty. Elster AMCO Water LLC warrants that Equipment (excluding Software, <br />which is warranted as specified in paragraph (d) below) shall be delivered free of defects in material and <br />workmanship and that Services shall be free of defects in workmanship. The Warranty Remedy Period for <br />(W FR722-A Issue: 01 10/23/12 DCR12-040 <br />elster/�10 <br />