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'-' -...I . Abuse by abnormal system conditions including but not limited to temperature, chemical, or debris. . Goods that have been improperly stored by owner or its representatives prior to installation and start-up. . EquipmenUprogramming which has been revised or altered by others. Standard Terms and Conditions of Sale 1. APPLICABLE TERMS The sale of goods and related services (if any) hereunder (collectively, the "Product(s)") is limited to and made expressly conditional on Buyer's acceptance of these terms and conditions of sale, which shall control over any inconsistent or additional terms or conditions proposed or issued by Buyer or Seller. Seller expressly objects to any additional or different terms contained in any order, acknowledgement, proposal or other communication, written or otherwise. Buyer's acceptance of delivery or the full or partial payment of the purchase price hereunder, shall constitute Buyer's acceptance of all the terms and conditions stated herein, notwithstanding any other inconsistent terms and conditions, prior dealings or usage of trade. 2. PRICES AND PAYMENT TERMS All prices and payments shall be in U.S. currency. Buyer shall pay the full purchase price as set forth on the face of this document or that certain document to which these terms are attached ("Seller's Documentation"). Invoices for the sale of the Products will be issued upon shipment, or where the purchase price is to be paid in progress payments, invoices will be issued pursuant to the payment schedule set forth in Seller's Documentation. Payment terms are Net Thirty (30) Days from date of invoice. No discounts shall apply unless otherwise agreed in writing. Payment of retention, if any, shall be made no later than 30 days from Product Acceptance pursuant to the terms hereof or 180 days from date of shipment, whichever occurs first. Any payments delayed beyond thirty (30) days from the specified due date shall be assessed interest on the unpaid balance at the rate of the lower of one and one-half (1-1/2%) percent per month or the maximum rate permitted by applicable law. Seller reserves the right, among other remedies, to suspend further deliveries in the event Buyer fails to pay for anyone shipment when payment becomes due. All orders are subject to credit approval. Should Buyer's financial condition become unsatisfactory to Seller, Seller shall have the right, at its option, to payment in advance, to cash payment upon delivery or to satisfactory security. Unless specifically noted otherwise in Seller's Documentation, prices are exclusive of any and all sales, use, excise, add valorem, property or other taxes due or applicable to this transaction. Buyer shall pay directly or reimburse Seller immediately upon demand for any and all such taxes. Buyer hereby irrevocably grants Seller a security interest in the Products until such time as Buyer makes full payment of the purchase price. Buyer agrees, if requested, to execute a financing statement as may be necessary to perfect and maintain such security interest including the execution and delivery to Seller of a UCC-1 financing statement. 3. DELIVERY AND RISK OF LOSS DELIVERY DATES: Delivery dates set forth in Seller's Documentation are approximate and Seller will make all reasonable efforts to meet same. Timely delivery is subject to prompt receipt from Buyer of accurate and complete technical and shipping information. Seller reserves the right to make partial shipments, invoices for which shall be due and payable in accordance with the payment terms specified in the Article above. SHIPMENT: Unless otherwise modified by Seller's Documentation, shipping terms are F.O.B. Seller's facility. All Products shall be shipped to the location specified by Buyer. Buyer must provide Seller with specific written instructions as to Buyer's preferred method of shipment or common carrier. In the absence of such instructions from Buyer, method of shipment shall be at Seller's discretion. All shipping, handling and insurance costs are to be paid by Buyer. Buyer is liable for compliance with all laws and regulations governing the unloading, storage, handling and use of all Products. TITLE AND RISK OF LOSS: Whether or not installation services are performed by Seller, title and risk of loss shali pass to Buyer at the time that the Products are piaced with a common carrier for shipment to the location designated by Buyer. Claims for damages, loss or delay in transit should be made immediately by Buyer directly to the carrier. In the event Buyer requests a postponement of delivery beyond the date specified in Seller's Documentation, Seller may invoice the Buyer and title and risk of loss shall pass to Buyer at such time as Products are made available for shipment, but in no event earlier than the delivery date originally specified in Seller's Documentation. If delivery is postponed by Buyer beyond the delivery date specified in Seller's Documentation, Seller shall endeavor but shall not have the obligation at Buyer's expense to either store the Products or secure a storage location based upon terms and conditions agreeable to the parties. Products must be stored by Buyer in accordance with the storage instructions that may be a part of Seller's instructions for Products installation, maintenance and care. In the absence of specific instructions, Products must be stored prior to their installation in an enclosed space affording protection form weather, dust and physical damage and providing appropriate temperature, humidity and ventilation conditions to prevent deterioration. Buyer's failure to follow Seller's storage Severn Trent Water Purification, Inc. Page 4 of7