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Supply Agreement — Terms and Condtions
<br />Biogas Engineering Product Supply Agreement
<br />This Product Supply Agreement, herein referred as the Agreement, is entered into as of April , 2022 (the Effective Date) by and between BIOGAS
<br />ENGINEERING, a corporation organized and existing under the laws of the state of California, with its principal office located at 2321 E. 28`h Street ,
<br />Suite 400, Signal Hill, California 90755, hereinafter referred to as BGE, and Indian River County Solid Waste Disposal District (SWDD) a dependent
<br />special district of Indian River County Florida (the "District"), with its principal office located at 1325 74th Ave SW, Vero Beach FL 32968, hereinafter
<br />referred as Buyer. The BGE and the Buyer may be referred to individually as a Party or collectively as the Parties.
<br />Whereas, BGE is engaged in the business of design and fabrication of biogas (landfill gas, digester gas) treatment equipment including,
<br />without limitation, the components, equipment and instruments collectively packaged as Biogas collection and treatment (BGCT) Unit which are the
<br />subject of the purchase order attached hereto as Exhibit A and made a part hereof (the Products);
<br />Whereas, Buyer has requested and BGE has agreed to supply on the terms and conditions set forth below, the BGCT Unit more particularly set
<br />forth in Exhibit A; and
<br />Whereas, Parties want to establish purchasing procedures and the terms and conditions governing the purchase of additional products, parts,
<br />and services;
<br />Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt
<br />and sufficiency of which is hereby acknowledged, the Parties agree as follows:
<br />I. Term. This Agreement shall be effective as of the Effective Date set forth above and shall continue for a period of Two (2) years or until the
<br />BGCT Units have been delivered to the Buyer, whichever comes later.
<br />It. Agreement of Purchase and Sale. Pursuant to the terms and conditions of this Agreement, BGE agrees to sell to the Buyer, and the Buyer
<br />agrees to buy from BGE, the Products listed in Exhibit A hereto, in such quantities and at such prices as agreed by the Parties. Buyer shall submit to
<br />BGE a purchase order, in any format, identifying the Products it requests to purchase along with written design specifications and minimum requirements
<br />sufficient to facilitate creation of design concept and related drawings by BGE. Buyer shall sign and promptly return of a signed copy of BGE's quote
<br />and this Agreement signifying its acceptance of the quoted price and agreement to purchase the Products in consideration for payment of the same.
<br />All signed price quotes in the form specified above shall be attached hereto as Exhibit C and incorporated as a part of this Agreement.
<br />III. Drawings. BGE shall submit to Buyer a complete set of concept and design drawings for Buyer's approval within 3-4 weeks of receipt of
<br />Exhibit A. All approved drawings in the form specified herein shall be considered Exhibit B and become part of this Agreement. All technical drawings
<br />in this form are considered property of BGE. BGE retains all rights, including without limitation, the exclusive right to license, use, and sell the same.
<br />Buyer shall have a license to use the products specified in Exhibit A as designed and fabricated by BGE. However this license does not permit Buyer
<br />to duplicate or copy BGE's design.
<br />IV. Fabrication and Lead Time. BGE reserves the right to select and utilize vendors, sub -contractors and/or fabricators to supply, fabricate and
<br />assemble the components and instruments which comprise the Products. Buyer authorizes BGE to engage fabricators, vendors, and/or sub -contractors
<br />(hereinafter "fabricator") at its discretion pursuant to separate agreement which specifies the obligations, risks, liabilities and scope of work to be
<br />performed by any fabricator so engaged. Approved drawings and Buyer's specifications shall be promptly returned to BGE to avoid fabrication delay.
<br />BGE's fabricator shall provide a quote to Buyer of estimated lead time based on commercially reasonable efforts for fabrication and delivery of the final
<br />Products. Estimated lead time includes consideration of production planning and logistical issues impacting fabrication and delivery and shall not be
<br />considered or interpreted as a guarantee of delivery time. Notwithstanding, BGE and fabricator shall use commercially reasonable efforts to complete
<br />and deliver final Products within the Leadtime specified in the proposal or agreed upon both parties.
<br />V. Inspection and Acceptance. Buyer shall visually inspect finished Products for conformity with Exhibit B prior to taking possession of the
<br />same for shipment and deliver. Said inspection shall take place at Buyer's expense at fabricator's location. Buyer shall arrange inspection through BGE
<br />upon receipt of written notice from BGE of final assembly and fabrication of Products. Buyer shall promptly notify BGE of any defects or non -conformity
<br />within three (3) days said inspection. If the Buyer fails to arrange said inspection or notify BGE of any such defects or non -conformity within such period,
<br />the Products shall be deemed to be accepted by Buyer as -is and with all defects and/or then existing non -conformity with Exhibit B. To the extent that
<br />Buyer notifies BGE of any non -conformity with Exhibit B or other defect, and BGE confirms the same subsequent to its reasonable inspection of the
<br />Products, then BGE's sole liability and Buyer's sole remedy shall be replacement of the Products or other repair or replacement of the defective or non-
<br />conforming parts, components, or equipment or otherwise undertaking reasonable efforts to remedy said non -conformity or defect. To the extent that
<br />BGE is unable to replace or otherwise remedy all defective Products rejected by the Buyer, BGE may elect at its option, to reimburse the Buyer for the
<br />full purchase price thereof, including any related shipping costs and taxes.
<br />VI. Warranty and Limitations of Remedies; Disclaimer.
<br />A. BGE warrants that the Products supplied shall be free from defects in material and manufacture, conform to specifications, requirements and
<br />drawings set forth in the attached Exhibit B. If any Product fails to conform to such specifications or any defect in material or manufacture
<br />appears within Twelve (12) months from the date Products are accepted for shipment and transferred to the possession of Buyer, then
<br />BGE's entire liability, and the Buyer's exclusive remedy, shall be, to repair or replace such defective Product within a reasonable time after
<br />written notification thereof or at the election and option of BGE, refund of the full purchase price as set forth above.
<br />B. All warranties provided by BGE as set forth herein are completely void if the Products are operated or used improperly by Buyer including
<br />without limitation the following:
<br />a. Pollution of the installation site with contaminants;
<br />b. Improper maintenance or storage;
<br />C. Operation of the Products above specified temperature limits;
<br />d. Operation of the Products above maximum design pressure limits;
<br />e. Failure to follow Product installation guidelines; or
<br />f. Improper handling of Products;
<br />C. Buyer's claim under any warranty made herein shall be accompanied by the following:
<br />a. A complete description of the problem;
<br />b. Photographs and/or video of the problem; and
<br />C. Documentation of the conditions related to operation and use of the Products
<br />Buyer shall also permit BGE to conduct a reasonable inspection of the Products and conditions of use prior to undertaking any repair
<br />or remediation.
<br />D. The limited warranties set forth herein do not extend to repair or replacement because of normal wear and tear, including any filters,
<br />absorbents, lubricants, fuses or sensors. All removal, installation and shipping costs related to the same shall be borne by Buyer.
<br />E. Buyer further acknowledges that there are certain hazards associated with the use of the Products and any gases produced from the same.
<br />Buyer shall be responsible for proper training of its employees, customers, and third parties exposed to such hazards in the proper use and
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