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<br />Exhibit"A:'
<br />TERMS AND CONDITIONS
<br />Mike 0"ri &
<br />00n60+ t, loess
<br />I R C man
<br />Rape d
<br />Staled Terms a Conditions of sales between Southern Petrolewn Systems Incorporated ("SPS"), as Seller, and PurchaserlOwner
<br />I . GENERAL PRGVISIoNS: The prices and terms of this proposal are valid for a period or Ihhty (30) days from the date of (his
<br />proposal. SPS has The right to correct any stenographic or clerical errors in any of the writings issued by It. The terms and
<br />conditions stated herein constitute the complete and exclusive statement of terms and conditions or this proposal£conlracr, and
<br />there are no other promfses, conditions, understandings, rapresentaliens, or warranties of any kind, verbal or written It Is also
<br />mutually agreed that all terms, conditions, and provisions whether printed, stamped, lypod, of written on customer's purchase
<br />order or other communications (except tine desrdplion and specifications or goods ordered, quantity, price, invoice number, and
<br />shipping Instructions) shall be ineffective, and nor applicable It is expressly understood and agreed that SPS's obligation to
<br />make any payment to subcontractors, consultants, laborers or material suppliers Is contingent and absolutely subject to tile
<br />condition precedent that the Prlrchaser)Owner makes payment to SPS for the approved scope of work, labor or maleilat as
<br />requested by the contractor, subcontractor, consultant or material supplier. This proposallcontracl may he modirled only In
<br />writing, and signed by an execultire officer or SPS to he effective, The failure of SPS 10 enforce any right thereunder will not he
<br />construed as a waiver of its rights to performance in the future.
<br />OFFER AND ACCEPTANCE: This proposal and acceplance by Puichnsettowner is subject to acceptance by an authorized
<br />SPS corporate ofrfcer. SPS reserves the righl to approve and extend credit to all PnfCh38er510wner5 Will the eslabifshmenl of
<br />satisfactory credit terms andlor payment condiltons acceptable to SPS. To Purchasers£Owners with approved credit, tine
<br />slandard payment terms (ur less modified in writing in this proppr4) are as rollows:
<br />Owvn SSIpS;
<br />1 } Conslructlonllnslallalton Deposit: Twenty-five Percent (25'X) of Contact Amount io
<br />be paid with Acceptance of Proposal, and Twenty-five Percent (25'7[) to be paid upon
<br />obtaining all prujecT nerjnjls, plus permit costs, II any, whfch are In
<br />excess of Permit Allowance Amm int
<br />2.) ConstructlorifInslallation: Nei Due Ten (10) Days from Invoice Date; Will Progress
<br />Blgings to he trnvolced up to Bt -weekly Periods.
<br />3.) EquipmentlParls: Net Due Five (5) Days from Invoice Date
<br />4 ) Special Terms
<br />(Terms to be acknowledged by Purchaser'slOwner's and SoAhenl
<br />Petroleum Systems' initials.)
<br />3, SOURCE OF PAYMENT FUNDS: This proposal acceptance by all authorized SPS corporate officer shall require live
<br />Idenlificallon and executfon of the Source of Funds documents In Ifie form of Exhibit H or Exhibit B-1, which Is attached to and
<br />made a part of (ills ProposallAgreement, untess waived specilIcally and only by an aulhorized SPS corporate, officer
<br />4. WARRANTY: The equipment andlnr parts included in this proposal are specifically warranted only to (lie extent of warranties In
<br />effect at the time of purchase and/or installation as provided by the manufacturer of tin cnariur PA 8PS
<br />2x'aeAs nu wduaniy of any kind with respect to file functionality of equipment or parts; and any and all such warranties,
<br />expressed or Implied, Including warranilea of merchantability or fitness for a particular purpose, are hereby disclalmed. SPS shall
<br />not be responsible Tar loss or damage to equipment or merchandise while in transit on common carrier; and claim -4 for such
<br />damage shall he made by the Purchaserlowner against tine common carrier.
<br />5. TIME OF SHIPMENT: SPS will use reasonable diligence to meet the scheduled shipment dates provided herefn, which are
<br />estimates and not (guarantees of when the equipment will achralty be shipped. In no event shall SPS be liable for any toss or
<br />damage of any kind to any person. inelderlal or consequential, due to delays In shipments Ptryer's accepfence at delluery shatll
<br />constitute a wavier of any damage or delay.
<br />B FORCE MAJEURE: SPS shall not be liable for damages of any kind caused by delays in shlpmenl, delNery, or any other
<br />raonperrormance of the contract direclly or indlreclly resuiling from or contributed to by any circum4lancea beyond Spws control,
<br />Including, without limitation, accident to SPS"a plant or equfpmenl, rials, wars or national emergencPes, labor disputes or every
<br />kind however caused, embargoes, non-delivery by suppliers, tnAhlllty to obtain suppties through normal sources or supplies,
<br />delays by carriers or postal auflinrtllas, or governmental resiffctions, prohibitions or d1verslons The ricrufrerice of any such
<br />Orcu ru iance shall operate to extend SPS's time or performance thereunder for a perlod not less than the period of such delay
<br />In the event of any such clrcurnslance, SPS may allmrate its production and deilveries arrinng itc cr5lomers as p may deckle in its
<br />sthln discretion
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