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<br />"""
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<br />.....,;
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<br />LIEU OF OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND
<br />ANY IMPLIED WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A
<br />PARTICULAR PURPOSE, EVEN IF THAT PURPOSE IS KNOWN TO SELLER, IS HEREBY
<br />EXPRESSLY EXCLUDED. SELLER'S LIABILITY AND BUYER'S EXCLUSIVE REMEDY FOR ANY
<br />FAILURE BY SELLER TO SUPPLY PRODUCTS THAT MEET THE FOREGOING WARRANTY IS
<br />EXPRESSLY LIMITED TO, AT SELLER'S OPTION, THE REPAIR OR REPLACEMENT OF THE
<br />NON-CONFORMING PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL,
<br />PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO,
<br />LOSS OF USE, INCOME, PROFIT, CAPITAL OR BUSINESS OPPORTUNITY EVEN IF SELLER
<br />HAS BEEN ADVISED OF SUCH POSSIBLE INCOME, PROFIT, CAPITAL, OR BUSINESS
<br />OPPORTUNITY.
<br />8. INDEMNIFICATION Buyer and Seller shall each defend, indemnify and hold the other harmless
<br />from and on account of all bodily injury and property damage claims asserted by third parties as a
<br />result of the other's negligent acts or omissions. To the extent that both Buyer and Seller are
<br />determined by a finder of fact to be negligent and the negligence of both is a proximate cause of a
<br />claim by a third party against either Buyer or Seller, then in such event, Buyer and Seller shall each be
<br />responsible for a portion of the liability, including costs and expenses, attributable to its comparative
<br />share of the total negligence. Seller agrees to indemnify and hold harmless Buyer against any third
<br />party claim alleging that the Products infringe upon a valid and enforceable United States patent,
<br />provided Buyer gives Seller written notice immediately when such claim is asserted, directly or
<br />indirectly. Notwithstanding the foregoing, Seller shall have no liability to Buyer if any patent
<br />infringement or claim thereof is based upon or arises out of (a) compliance with designs, plans or
<br />specifications furnished by or on behalf of Buyer; (b) use of the Products in a manner for which the
<br />Products were neither designed nor contemplated; or (c) the claimed infringement of any patent in
<br />which the Buyer or any affiliate or subsidiary of Buyer has any direct or indirect interest by license or
<br />otherwise.
<br />9. INSURANCE Selier agrees to maintain the following ievels of insurance coverage:
<br />a. Commercial General Liability insurance with limits of $1,000,000 per occurrence and
<br />$2,000,000 aggregate. The Commercial General Liability insurance shall include coverage for bodily
<br />injury, property damage, products/completed operations and contractual liability;
<br />b. Automobile Liability insurance with a combined single limit of $1 ,000,000; and
<br />c. Workers' Compensation insurance in compliance statutory limits and Employer's Liability
<br />insurance with a limit of $1 ,000,000
<br />Buyer agrees to maintain Commercial General Liability insurance with limits of $1,000,000 per
<br />occurrence and $2,000,000 aggregate, including contractual liability.
<br />1 o. LIMITATION OF LIABILITY In the event that any claim arising against Seller on account of this
<br />contract is covered under Seller's insurance policies required hereunder, Seller shall not be
<br />responsible for any claim, loss, damage or liability beyond the policy amounts contractually required of
<br />the Seller hereunder and the limits and conditions of such policies. With respect to any other cause of
<br />action and/or claim raised against Seller hereunder, Seller's liability shall not exceed the purchase
<br />price payable hereunder. In no event shall Seller be liable, either directly or as indemnitor of Buyer,
<br />for any special, punitive. indirect or consequential damages, inciuding but not limited to damages for
<br />loss of use, loss of income or loss of profit. All of Buyer's claims or actions of any description
<br />whatsoever against the Seller shall be brought not later than one (1 ) year after the occurrence of the
<br />event upon which each such claim or action is based.
<br />11. FORCE MAJEURE Seller shall not be liable for any delay in performance or for nonperformance
<br />of any obligation hereunder if, and to the extent that, Seller is unable to perform because of the
<br />occurrence of any event of Force Majeure as defined below. All additional costs of performance
<br />incurred by Seller as a result of a Force Majeure event shall be borne by the Buyer. Force Majeure
<br />herein shall mean any act, event or condition to the extent that it materially and adversely affects
<br />Seller's ability to perform its obligations in accordance with the terms hereof if such act, event or
<br />condition is beyond Seller's reasonable control and is not the result of Seller's willful negiect, error,
<br />omission or failure to exercise reasonable due diligence. Force Majeure acts, events or conditions
<br />shall include, but not be limited to: (a) an act of God, landslide, earthquake, fire, flood, hurricane,
<br />explosion, bombing, war, act of terrorism, blockade, riot or similar occurrence; (b) a change in
<br />applicable law, including a change in regulations resulting in Seller's increased cost of compliance; (c)
<br />strikes, lockouts, work stoppages or labor disputes affecting Seller or any subcontractor of Seller; (d)
<br />the inability to obtain or delays in obtaining permits or other private or governmental approvals; or (e)
<br />the failure of any governmental agency or private utility to provide and maintain utilities required by
<br />Seller in order to perform its obligations hereunder. In such event, Seller shall be required to resume
<br />performance upon termination of the Force Majeure event and shall have reasonable additional time
<br />for performance. in addition, as a consequence of a Force Majeure event, Seller shall have the right to
<br />cancel the order or to apportion its Products among its customers in a manner as Seller may deem
<br />equitable without incurring any liability to the Buyer.
<br />12. DEFAULT AND TERMINATION The substantial failure of either party to comply with the terms of
<br />this contract shall constitute default hereunder. Upon default by one party, the other party shall
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<br />Severn Trent Water Purification, Inc.
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