Definitions

1) Supplier

“Supplier” refers to Cooper Valves LLC, a Texas (USA) limited liability company, and all of its affiliated or related entities, including, but not limited to, its parent, subsidiary, affiliated companies, their officers, directors, employees and agents, individually and collectively.

2) Customer

“Customer,” refers to all of the following:

a) Any party acting as agent for the customer, the party ordering goods or services on behalf of himself, herself or itself and others;

b) The person signing Supplier’s credit application, service order, bill of lading, delivery receipt or ticket;

c) The store, factory, warehouse, shipping company, accepting agent, contractor or subcontractor of the job site, store, warehouse, transportation company, accepting agent;

d) The person accepting and/or ordering Supplier’s goods and services acknowledges that he or she has the actual and apparent agency authority to bind the customer and owner of the property the product will improve, to the terms and conditions of this agreement, all of whom are included in the term “Customer”; and

e) The person paying the invoices of Supplier, signing Supplier’s service orders, delivery tickets, bills of lading or other Supplier contracts, acknowledges that he or she is the agent of the customer and/or any entity who is benefited by the Supplier’s product, and that they are said person’s agent.

3) Equipment

“Equipment” refers to any goods and service, item of supply or equipment or property ordered or purchased by Customer or the Customer’s agent from Supplier or provided by Supplier, including, but not limited to: valves, pipe, fittings, product or general equipment, supplies, parts, materials, supplies and/or merchandise sold by Supplier or provided in connection with Supplier’s provider capabilities or needed by Supplier to assist Supplier in the performance and delivery of its product to Customer, but “Equipment” excludes “Services” as defined below.

4) Service(s)

“Services” refers to all employees or agents furnished by Supplier as consultants and/or to perform any function, including the operation of equipment which performs any function, trucks or other merchandise necessary to perform any function when operated by Customer’s employees or agents or the Supplier’s employees or agents on Customer’s job or to satisfy the Customer’s order or orders.

5) Claims

“Claim(s)” refers to all of the following:

a) any liability of Supplier to Customer; b) loss of equipment, time, money, or profit of Supplier; and c) claim, demand, cause of action, proceeding, damage to person, damage to personal or real property, damage and penalty, including attorney’s fees, costs and expenses.

6) Price & Credit Application

Customer agrees to be bound by all relevant provisions of the following:

a) Prices quoted on inquiry including notation that prices may vary from actual quoted prices due to volatile nickel market conditions. However, Cooper will make all attempts to maintain prices and protection for client thru validity of quotation. Customer agrees to be bound by such terms and conditions, procedures; and understands and accepts.

b) Suppliers Credit Application and “Credit Application” refer to any application or request by Supplier for the purpose of seeking the extension of credit by Supplier and which may contain the Supplier’s Terns & Conditions all of which shall be binding on the Customer.


General Terms and Conditions

Customer acknowledges that it has reviewed and agrees to be bound by the above and following (Definitions, Terms and Conditions and all of the language contained herein and in related documents described elsewhere herein) whenever it or its employees, transportation and/or warehouse company, its customer or end user, and/or agent either: i) accepts the Equipment or Services of Supplier; or ii) signs a Credit Application, service order, delivery ticket, bill of lading or contract for goods or services; or iii) receives an invoice from Supplier and/or orders more Equipment or Services from Supplier.

1) Entire Contract

The Terms and Conditions herein, in the invoice, acknowledgement or acceptance of customer’s Purchase Order, Cooper Sales Order and Credit Application as defined above and elsewhere herein, the other documents aforementioned, all of which are incorporated herein by reference for all purposes, constitute the entire contract (“Contract”) between the parties and may not be amended except in writing signed by Supplier’s authorized representative.

2) Controlling Terms and Conditions

Equipment or Services furnished to Customer by Supplier or its agents will be controlled only by the Terms and Conditions contained herein and contained in the other documents of Supplier mentioned herein and these are the only terms and conditions to which these parties shall be bound. In the event that Customer writes any letters or uses any other document generated by Customer to order or accept Supplier’s Equipment or Services, the Terms and Conditions contained herein shall control and this document does hereby serve as an objection thereto.

3) Failure of Any Party to Enforce

The failure of either party to enforce any provision hereof will not constitute a waiver or preclude subsequent enforcement thereof.

4) Invalidity of Any Term or Condition Contained Herein

No partial invalidity of this Contract will affect the remainder. In the event that any term or condition contained herein is found to be invalid, the parties agree that the remainder of Supplier’s contract shall remain valid.

5) Jurisdiction and Venue; Construction of Terms and Conditions

The Parties hereto agree that the terms and conditions of Supplier’s documents mentioned herein and the Terms and Conditions of this document shall be construed in accordance with the laws of the State of Texas or, if offshore, in accordance with General Maritime Law of the United States, without giving effect to respective conflicts of law principals, or Supplier at its exclusive option may choose the Jurisdiction to interpret the terms and conditions contained herein and in the other documents mentioned herein. In the event of litigation between Customer and Supplier, Customer hereby waives any claim it may have to any jurisdiction and venue other than that chosen by Supplier. Customer agrees that it is to perform its obligations herein in Houston, Harris County, Texas, and/or Fort Bend, Texas, non-exclusively to include payment. The choice of either of these venues to be the sole discretion of the supplier.

Canada: Whenever the facts of a particular contract would in the sole opinion of the Supplier be best litigated in Canada, the parties agree that Supplier can choose that jurisdiction and that Supplier can choose any venue it deems appropriate in Canada. All the other terms and conditions contained in this document shall then apply in Canada as if this agreement was in the United States of America.

6) Credit

Supplier’s Credit Application” and “Credit Application” refer to any application or request submitted by Customer to Supplier for the purpose of seeking the extension of credit by Supplier and which may contain the Supplier’s terms and conditions all of which shall be binding on the Customer. Until notified otherwise by Cooper Valve’s Credit Dept, all products are offered for sale as Cash In Advance prior to establishment of actual credit limits with Cooper Valve.

a) If credit is approved, customer must maintain credit satisfactory to Supplier. When Customer or its agent signs any of Supplier’s documents in the process of ordering or receiving Equipment or Services from Supplier, it states for Supplier’s reliance that it has the current ability to pay for the Equipment or Services ordered or accepted and it further agrees that Supplier reserves the right to require Customer to furnish security for performance of Customer’s obligations.

b) Standard Payments shall be made in U.S. Dollars net 30 days at Supplier’s address in Stafford, Fort Bend County, Texas. However, Supplier reserves the right to offer alternate credit terms and/or no allowable credit terms. If credit terms are not met or Customer otherwise fails to follow the Terms and Conditions contained herein, in addition to its other legal rights, Supplier may and Customer hereby authorizes Supplier to:

i) defer or cancel further shipments of Equipment or Services and/or otherwise decline to provide its product to Customer;

ii) enter upon any property or job site on which the Equipment of Supplier is located by taking any necessary action, including, but not limited to, opening gates, cutting locks, cutting chains;

iii) authorize any other company to remove its equipment from any location, to the extent needed for Supplier to be able to remove its equipment, and said company moving its equipment shall send its bill for the same to Customer or Supplier may pay said bill and include the same in its bill to Customer; d) take any action needed to remove its equipment from the job site;

iv) act as stated herein at the expense of Customer and Customer hereby indemnifies and holds harmless Supplier from any harm arising from said actions, including, but not limited to, environmental harm, harm to the real property and personal property and harm to the real and personal property of any third party; and

v) charge Customer interest on any unpaid balance at the lesser of:

1. Eighteen percent (18%) per annum, or

2. The maximum rate permitted by applicable law.

7) Taxes

Customer shall be responsible for all customs fees, duties, and foreign, federal, state or local taxes (including, sales, use, excise or similar taxes and foreign withholding taxes).

8) Transportation

For Equipment sold, Customer may arrange shipment and will pay all crating, handling and shipping costs. Risk of loss passes to Customer at the time Customer and/or any carrier takes possession of the Equipment from Supplier. For Equipment sold where Customer does not timely furnish shipping instructions or requests that Supplier arrange shipment, such transportation shall be in a commercially reasonable manner at Customer’s risk and invoiced to Customer at current freight rates, plus all handling incurred, or at the prevailing mileage rate for any vehicles used by Supplier’s personnel. Risk of loss will then pass to Customer at the time the Equipment leaves Supplier’s premises, warehouse or store. All claims for shortages, damages, corrections or deductions must be made in writing within 10 days from receipt of goods and if shipper fails to comply, it waives its right to make a claim.

9) CONSEQUENTIAL and INCIDENTAL and LIQUIDATED DAMAGES:

SUPPLIER WILL NOT BE RESPONSIBLE FOR CONSEQUENTIAL OR INCIDENTAL or LIQUIDATED DAMAGES OF ANY KIND, WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF PROFITS, USE OR BUSINESS OPPORTUNITY, DAMAGES FOR FAILURE TO MEET DEADLINES, POLLUTION DAMAGE AND/OR WRECK OR DEBRIS REMOVAL EXPENSE AND CUSTOMER HOLDS HARMLESS AND INDEMNIFIES SUPPLIER FROM ALL HARM ARISING FROM ANY CLAIMS MADE AGAINST SUPPLIER FROM OUT OF ANY OF THESE THINGS.

10) Force Majeure

Supplier will not be liable for any damages, INCLUDING special and consequential and liquidated damages, as stated above, caused by events of force majeure or any other occurrences beyond Supplier’s reasonable control subject to all of the limitations contained herein. In such event, the time for performance will be extended automatically for such reasonable time as is necessary to permit performance hereof.

11) DISCLAIMER OF ALL WARRANTIES EXCEPT THOSE SPECIFICALLY GRANTED HEREIN:

SUPPLIER HEREBY DISCLAIMS ALL WARRANTIES EXCEPT THOSE SPECIFICALLY GRANTED AND STATES AS FOLLOWS:

a) SUPPLIER MAKES NO WARRANTIES OF ANY KIND REGARDING ITS EQUIPMENT AND/OR SERVICES;

b) TECHNICAL INFORMATION AND ANY ASSISTANCE IN EQUIPMENT INSTALLATION OR TECHNICAL OR ENGINEERING INFORMATION CONCERNING EQUIPMENT OR SERVICES PROVIDED BY SUPPLIER WILL BE ADVISORY ONLY, AT CUSTOMER’S SOLE COST AND ON AN “AS IS” BASIS;

c) NO WARRANTY IS GIVEN WITH RESPECT TO SUCH SERVICES OR INFORMATION AND SUPPLIER WILL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM ITS FURNISHING OR CUSTOMER’S USE OF SUCH ASSISTANCE OR INFORMATION;

d) NO WARRANTY IS GIVEN IN RESPECT FOR APPLICATION. CORRECT APPLICATION OF PRODUCT IS EXCLUSIVE RESPONSIBILITY OF USER. MIS-APPLICATION OF PRODUCT WILL NOT CONSTITUTE A FAILURE OF PRODUCT QUALITY.

e) SUPPLIER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, THE WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE EQUIPMENT OR SERVICE PROVIDED BY SUPPLIER WILL ACTUALLY ACCOMPLISH THE GOAL(S) DESIRED BY CUSTOMER. SUPPLIER GRANTS TO CUSTOMER ONLY A LIMITED WARRANTY AS FOLLOWS: SUPPLIER GRANTS ONLY TO CUSTOMER ONLY A 1-YEAR WARRANTY ON MATERIAL AND WORKMANSHIP ON ITS NEW PRODUCTS COMMENCING AT DATE OF SHIPMENT UNLESS OTHERWISE SPECIFIED AND AGREED TO AT TIME OF ORDER ACCEPTANCE BY SUPPLIER.

12) Insurance

The parties agree that the indemnities provided by Customer to Supplier herein shall be supported either by available insurance or that Customer shall voluntarily become self-insured, in whole or part and upon request of Supplier prove that Customer is good for the loss and that Customer is sufficiently self-insured. In addition, Customer shall, at its expense, maintain adequate insurance to fully protect any Equipment or Services or personnel supplied by Supplier and shall supply to Supplier, upon request, satisfactory evidence of sufficient insurance coverage to protect Supplier, Supplier’s property, Supplier’s personnel and Supplier’s liability.

13) Prices

All of Supplier’s, terms, conditions, prices, rates and charges are subject to change without notice.

a) All prices are F.O.B. Supplier’s warehouse or manufacturing facility – unless specifically stated and agreed to at time of quotation and order entry.

b) All prices quoted are valid for 30 days unless stated otherwise at time of quotation or unless revoked by Supplier prior to order acceptance (see 6.(a) above).

14) Assignment

Customer may not assign any rights or obligations hereunder, without Supplier’s prior written consent.

15) Amendment of Indemnities to Conform to Law

The indemnities provided by Customer herein shall be limited to the extent necessary for compliance with applicable state and federal laws.

16) Termination/Cancellation

Unless provided otherwise in writing herein, Customer cannot terminate or cancel any order once Supplier has accepted the order. No termination shall relieve Customer of any liability incurred and Customer’s obligations shall survive such termination, including all hold harmless and all indemnities and all warranties & non-warranties contained herein which are made expressly for the benefit of Supplier.

a) Termination Policy: No goods or products supplied pursuant hereto maybe returned without Supplier’s written permission. Supplier assumes no responsibility without Supplier’s written permission. All returns shall be made freight prepaid. Supplier will charge to Customer a Min. 25% Restocking Charge upon the return of goods by Customer.

b) Special Orders: A special order is an order for any product of Supplier or which comes from Supplier’s sources which is non-standard requiring separate/additional manufacturing, engineering, modification, tooling and machining and is a non-stock item or above stocking levels requirements in qty by Cooper Valves. If Supplier agrees in writing that a Special Order can be terminated, Special Orders cannot be cancelled unless customer agrees in writing to pay for all work including engineering completed up to the time of cancellation. Otherwise, all special orders are non-cancellable, non-returnable.

17) Default

If Customer ever defaults on or breaches any Term or Condition contained herein or in any other document of Supplier mentioned above, all charges for all Equipment and Services provided by Supplier for Customer’s benefit shall automatically accelerate and shall immediately become due and payable, notwithstanding any other provision which would afford Customer, under normal circumstances, any stated amount of time in which to pay for said charges. In addition, all discounts which may have been offered to Customer shall automatically and immediately be revoked and become fully due and owing with no action or notice from Supplier, notwithstanding any other provision to the contrary. If Customer ever disputes any charges of Supplier, Customer shall tender to Supplier allamounts for all charges which are not disputed by Customer.

a) Customer hereby indemnifies and holds Supplier harmless for and agrees to reimburse Supplier for all costs of collections, including, but not limited to, actual attorney’s fees and costs incurred in connection with the collection of past due amounts and defending against any counterclaims. Notwithstanding any other provision in this document or any other document or check, Customer agrees that all payments received by Supplier on Customer’s account may be applied first to all outstanding interest and then to the oldest amounts owed by Customer to Supplier, and this provision is not waived by Supplier by accepting any check from Customer containing contrary language.

18) Customer Holds Harmless and Indemnifies Supplier

CUSTOMER SHALL HOLD HARMLESS, DEFEND, INDEMNIFY, RELEASE AND HOLD SUPPLIER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS BY CUSTOMER, CUSTOMER’S CUSTOMER, OWNER, OR ANY OTHER PERSON OR ENTITY AGAINST SUPPLIER OF EVERY KIND OR CHARACTER, WHATSOEVER, WHETHER SUCH CLAIMS ARE BASED ON THEORIES OF CONTRACT LAW, TORT LAW, OR OTHERWISE, DIRECT OR INDIRECT, INCLUDING INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES CAUSED BY SUPPLIER ARISING OUT OF DELIVERY, PICK-UP, REPAIR, USE OR OPERATION OF EQUIPMENT OR SERVICES RELATING TO EXECUTION, COMPLETION OR TERMINATION OF THIS CONTRACT OR ON ACCOUNT OF BODILY INJURY OR DEATH OR PROPERTY DAMAGE, DESTRUCTION OR ECONOMIC LOSS (INCLUDING , BUT NOT LIMITED TO RELEASE OF RADIOACTIVE MATERIALS, CONTAMINATION OR DAMAGE TO REAL PROPERTY OR PERSONAL PROPERTY, LAND, BUILDINGS, VEHICLES, OR PROPERTY RIGHTS) BECAUSE OF PURCHASE, DELIVERY, INSTALLATION, POSSESSION, OPERATION, USE, CONDITION OR RETURN OF GOODS, PEOPLE, SERVICES AND/OR EQUIPMENT USED, PURCHASED, OR USED DURING THE TERM OF THIS CONTRACT, OR ON ACCOUNT OF INFRINGEMENT OF ANY PATENT, DESIGN, COPYRIGHT, OR TRADE NAME OR MARK, WHETHER BY SUPPLIER, CUSTOMER OR OTHERWISE, IRRESPECTIVE OF WHETHER SUPPLIER WAS CONCURRENTLY NEGLIGENT OR AT FAULT FOR ANY SUCH CLAIMS WHERE THE DAMAGE, INJURY OR DEATH WAS CAUSED BY THE SOLE OR PARTIAL NEGLIGENCE OF SUPPLIER.

19) Inspection

Customer’s acceptance of delivery and signature of its representative on any delivery tickets or other Supplier documents is conclusive evidence that Customer found the Equipment to be suitable for its needs and in good condition and that the signor was the agent for Customer or Customer’s Customer, building or land owner, contractor, sub-contractor and operator. Customer also has a duty to inspect Equipment prior to use and to notify Supplier immediately of any defects and before use of the Supplier’s product.

20) Sale Terms

The following are in addition to and a part of all other Terms and Conditions provided for herein.

1) LIMITED LIABILITY/DISCLAIMER:

a) Supplier does warrant Equipment sold by Supplier to Customer to be free from defects in material or workmanship.

b) In the event that a court finds that Supplier is liable for any breach of contract or any breach of warranty, Supplier’s liability for said breach is expressly limited to the repair or replacement, at its sole option, of any Equipment which proves to be defective during any period declared by the court to be a period of warranty. All such Equipment shall be repaired or replaced F.O.B. Supplier’s plant, warehouse, store or premises.

c) IN THE EVENT THAT A COURT FINDS THAT SUPPLIER HAS AN OBLIGATION TO REPAIR OR REPLACE EQUIPMENT, SAID REPAIR OR REPLACEMENT CONSTITUTES AGREED AND LIQUIDATED DAMAGES FOR ANY BREACH OF SUPPLIER’S ACTUAL OR COURT-DECLARED WARRANTY.

d) THE REMEDIES STATED ABOVE FOR ANY SUCH BREACH THEREOF, SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL OTHER WARRANTIES FOR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WHICH SUPPLIER HAS SPECIFICALLY DISCLAIMED HEREIN, AND IN LIEU OF LIABILITY FOR SUPPLIER’S NEGLIGENCE OR FAULT AND CUSTOMER’S RIGHTS AND REMEDIES UNDER THE TEXAS DECEPTIVE TRADE PRACTICES CONSUMER PROTECTION ACT (CHAPTER 17, TEXAS BUSINESS AND COMMERCE CODE)

21) PRICES

a) Prices for standard equipment will be the sales price shown on Supplier’s current product sales price list (“Price List”), F.O.B. Supplier’s plant, warehouse, district stock points, or premises or as offered by Supplier on quotation for same (POA).

b) Requests for quotations for non-standard Equipment should be sent to the appropriate Supplier office. Quoted prices are valid for 30 days after the date of the quotation, unless otherwise noted on the quotation or unless canceled by Supplier prior to Customer’s acceptance.

c) Cost of additional labor, materials or outside services for modification of such procedures or specifications requested by Customer will be charged to Customer at Supplier’s prevailing rate.

d) Costs for any additional test, inspection, etc requested by Buyer shall be done prior to shipment and all costs shall be charged to Buyer.

e) Costs of any special packing, crating, shipping, handling etc shall be charged to Buyer.

22) Delivery/Disclaimer

a) Supplier will use its best efforts to have Equipment ready for shipment, subject to receipt of all necessary Customer information, including approved drawings. HOWEVER, SUPPLIER ASSUMES NO LIABILITY FOR DAMAGES INCURRED AS A RESULT OF ITS LATE DELIVERY OF EQUIPMENT, SUPPLIES, PRODUCT, PERSONAL PROPERTY, REGARDLESS OF CAUSE.

b) Title and risk of loss will pass to Customer upon delivery of Equipment, F.O.B. Supplier’s plant, warehouse or premises.

c) If unable to deliver, Supplier may charge Customer its customary storage rates and Customer will maintain all-risk property insurance on Equipment, at its replacement value. Supplier will not be liable for deterioration of Equipment, personal property, product resulting from atmospheric conditions, acts of God, or other events regardless of whether they are within Supplier’s reasonable control while in Supplier’s possession or in transit to Customer’s destination or location.

Service Terms

The following are in addition to and a part of all other Terms and Conditions provided for herein.

1) Limited Liability/Disclaimer

a) Supplier will use its best efforts to ensure that all personnel furnished are competent and that Equipment, supplies, personal property or product furnished is in good condition; however, Customer agrees that the Equipment and personnel come without warranty or guarantee of any kind whatsoever except as provided herein.

b) Supplier’s personnel will attempt to perform the work requested by Customer; however, because of the nature of the work to be accomplished and because of the unpredictable conditions which always exist, such results as required by Customer or Customer’s Customer cannot be and are not guaranteed or warranted and Customer agrees that Supplier makes no warranties of any kind and that Supplier does not guarantee any particular result as from furnishing people, goods, product, personal property, equipment or services.

c) Supplier reserves the right not to do work if, in its sole discretion, job conditions render such action inadvisable for any reason or unsafe for any reason.

d) Customer agrees that any employee(s) furnished by Supplier shall not be responsible for any final decision made on any job. Rather, Customer shall retain complete control and supervision of the job, building site, project and performance of operations in and about the job site.

e) Customer shall pay Supplier for Equipment and Services regardless of whether the desired results are achieved without any deduction or offset of any kind, irrespective of any Claims which Customer may assert or allege against Supplier or any supplier and/or manufacturer of Equipment and/or Services, at the rates indicated in the Customer’s document, manual, delivery documents or Price Book in effect at the time of delivery.

f) Customer will be invoiced at the sales rate or service rates in effect at the beginning of the invoice period.

g) SUPPLIER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE QUALITY, PERFORMANCE OR FUNCTION OF ITS PEOPLE, AS TO THE DESIGN, OPERATION, CONDITION OR QUALITY OF THE MATERIAL OR WORKMANSHIP OF EQUIPMENT OR PERFORMANCE OF EQUIPMENT DELIVERED TO CUSTOMER, IT BEING AGREED THAT ALL SUCH RISKS AS BETWEEN SUPPLIER AND CUSTOMER ARE TO BE BORNE BY CUSTOMER, REGARDLESS OF WHETHER SUCH EQUIPMENT IS OPERATED UNDER SUPPLIER’S SUPERVISION, AND ALL EQUIPMENT, SERVICES AND PEOPLE ARE ACCEPTED BY CUSTOMER “AS IS” except as provided elsewhere herein. CUSTOMERS DESIRING DIFFERENT STANDARDS THAN THOSE CONTAINED HEREIN SHOULD, AT CUSTOMER’S EXPENSE, OBTAIN AN INSPECTION OF GOODS, SERVICES, EQUIPMENT AND PEOPLE PRIOR TO USE AND THE BENEFITS OF ANY AND ALL IMPLIED WARRANTIES OF SUPPLIER ARE HEREBY WAIVED BY CUSTOMER except as elsewhere provided herein.

2) Charges

All charges are on a daily basis for a 24-hour day or any part stated therein.

a) Services

i) all Services are on a daily or hourly basis, subject to any minimum charge, all of which are specified by Supplier in Supplier’s documents mentioned herein;

ii) charges begin when each Service person departs Supplier’s store location where said person or Equipment is based and the charges shall continue until return to that store location;

iii) Customer shall furnish quarters and meals for Supplier’s personnel or reimburse Supplier for reasonable living expenses incurred at the prevailing rate from the time each Service person leaves the supplier’s location until return to supplier’s location;

iv) If personnel and/or Equipment are dispatched at Customer’s request, but are later canceled, Customer will be invoiced

v) for a “dead call” as provided in the Price Book or other Supplier documents mentioned herein.

vi) Call outs will require a written purchase order to Supplier.

vii) If any call out for service is NOT warranty related or found to be the fault of the user, the Supplier reserves the right to charge in full for all associated costs with such a Service Call.

b) Standby Charges: Standby rates may be applied under conditions specified in the Price Book.

3) Trade Discount

Trade discounts, if any, apply only to Equipment, goods, or services which are paid for within 30 days of the invoice date. In the event payment is not timely made, with time being deemed to be of the absolute essence, all discounts granted are automatically revoked and reversed on Customer’s account and are fully due and owing.

4) Export Compliance

Cooper Valve, LLC and its products are subject to US Export Administration Regulations (EAR). In accordance with EAR, Cooper reserves the right not to supply product to any customer that cannot or will not advise in writing the end user, service condition and ultimate destination for any of its products. Furthermore, this order (if exported) may be subject to USA Export Licensing requirements. This may affect both order fulfillment as well as delivery time due to this additional requirement. Buyer is hereby notified of such and accepts this term and condition as part of the order process. More information may be found at:http://www.bis.doc.gov/licensing/exportingbasics.htm