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El
<br />OPC-4938
<br />115199
<br />ire Sheoff s Office
<br />Page <
<br />Exhibit "A"
<br />TERMS AND CONDITIONS
<br />initial
<br />Stated Terms & Conditions of sales between Southern Petroleum Systems Incorporated ("SPS"), as Seller, and Purchaser/Owner:
<br />1. GENERAL PROVISIONS: The prices and terms of this proposal are valid for a period of thirty (30) days from the date of this
<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 of this proposal/contract, and
<br />there are no other promises, conditions, understandings, representations, or warranties of any kind, verbal or written. It is also
<br />mutually agreed that all terms, conditions, and provisions whether printed, stamped, typed, or written on customers purchase
<br />order or other communications (except the description and specifications of goods ordered, quantity, price, invoice number, and
<br />shipping Instructions) shall be ineffective, and not 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 the
<br />condition precedent that the Purchaser/Owner makes payment to SPS for the approved scope of work, labor or material as
<br />requested by the contractor, subcontractor, consultant or material supplier. This proposallcontract may be modified only in
<br />writing, and signed by an executive officer of SPS to be effective. The failure of SPS to enforce any right thereunder will not be
<br />construed as a waiver of its rights to performance in the future.
<br />OFFER AND ACCEPTANCE: This proposal and acceptance by Purchaser/Owner is subject to acceptance by an authorized
<br />SPS corporate officer. SPS reserves the right to approve and extend credit to all Purchasers/Owners with the establishment of
<br />satisfactory credit terms and/or payment conditions acceptable to SPS. To Purchasers/Owners with approved credit, the
<br />standard payment terms (unless modified in writing In this proposal) are as follows:
<br />Owner: SPS:
<br />1.) Construction/Installation Deposit: Twenty-five Percent (25%) of Contract Amount to
<br />be paid with Acceptance of Proposal, and Twenty-five Percent (25%) to be paid upon
<br />obtaining all project permits, plus permit costs, if any, which are inexcess of Permit
<br />Allowance Amount.
<br />2.) Construction/Installation: Net Due Ten (10) Days from Invoice Date; with Progress
<br />Billings to be Invoiced up to B" -weekly Periods
<br />3.) EqulpmenflParts: Net Due Five (5) Days from Invoice Date
<br />4.) Special Terms:
<br />(Terms to be acknowledged by Purchasees/Ownees and Southern
<br />Petroleum Systems' Initials.)
<br />3. SOURCE OF PAYMENT FUNDS: This proposal acceptance by an authorized SPS corporate officer shall require the
<br />Identification and execution of the Source of Funds documents in the form of Exhibit 8 or Exhibit B-1, which is attached to and
<br />made a part of this Proposal/Agreement, unless waived specifically and only by an authorized SPS corporate officer.
<br />4. WARRANTY: The equipment and/or parts included in this proposal are specifically warranted only to the extent of warranties in
<br />effect at the time of purchase and/or installation as provided by the manufacturer of the specific equipment and/or part. SPS
<br />extends no warranty of any kind with respect to the functionality of equipment or parts; and any and all such warranties,
<br />expressed or implied, including warranties of merchantability or fitness for a particular purpose, are hereby disclaimed. SPS shall
<br />not be responsible for loss or damage to equipment or merchandise while in transit on common carrier; and claims for such
<br />damage shall be made by the Purchaser/Owner against the common carrier.
<br />5. TIME OF SHIPMENT: SPS will use reasonable diligence to meet the scheduled shipment dates provided herein, which are
<br />estimates and not guarantees of when the equipment will actually be shipped. In no event shall SPS be liable for any loss or
<br />damage of any kind to any person, incidental or consequential, due to delays in shipments. Buyer's acceptance of delivery shall
<br />constitute a wavier of any damage or delay.
<br />6. FORCE MAJECRE: SPS shall not be liable for damages of any kind caused by delays in shipment, delivery, or ary other
<br />nonperformance of the contract directly or Indirectly resulting from or contributed to by any circumstances beyond SPS's control,
<br />Including, without limitation, accident to SPS's plant or equipment, riots, wars or national emergencies, labor disputes of every
<br />kind however caused, embargoes, non-delivery by suppliers, inability to obtain supplies through normal sources or supplies,
<br />delays by carriers or postal authorities, or governmental restrictions, prohibitions or diversions. The occurrence of any SnCh
<br />circumstance shall operate to extend SPS's time of performance thereunder for a period not less than the period of such de;ay
<br />In the event of any such circumstance, SPS may allocate its production and deliveries among its customers as it may decide in its
<br />sole discretion.
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