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power vehicles or equipment,provided that events beyond Customer's control shall not excuse Customer from making payment for services rendered by
<br /> Tanknology hereunder.Tanknology will not be in default unless it fails to cure any breach of its obligations hereunder as promptly as reasonably possible
<br /> after receiving written notice of the breach from Customer EXCEPT FOR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY
<br /> RIGHTS OR BREACH OF CONFIDENTIALITY OBLIGATIONS,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,(A)IN NO EVENT WILL
<br /> EITHER PARTY BE LIABLE FOR PUNITIVE,EXEMPLARY,SPECIAL, INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES,INCLUDING
<br /> DAMAGES RESULTING FORM LOSS OF PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
<br /> TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,HOWEVER CAUSED,UNDER ANY THEORY OF LIABILITY,EVEN IF SUCH PARTY KNOWS,
<br /> OR HAS REASON T KNOW,OF THE POSSIBILITY OF SUCH DAMAGES,AND(B)IN NO EVENT WILL TANKNOLOGY'S TOTAL LIABILITY ARISING
<br /> OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FROM ANY CAUSE
<br /> WHATSOEVER EXCEED THE TOTAL CHARGES MADE BY TANKNOLOGY TO CUSTOMER UNDER THIS AGREEMENT FOR THE SPECIFIC
<br /> SERVICES WITH RESPECT TO WHICH THE PARTICULAR CLAIMS AND DAMAGES RELATE,REGARDLESS OF THE CLAIMS,DAMAGES AND
<br /> CAUSES OF ACTION(INCLUDING,WITHOUT LIMITATION,ACTIONS FOR BREACH OF CONTRACT,BREACH OF WARRANTY,STATUTORY CLAIMS
<br /> [INCLUDING,WITHOUT LIMITATION,UNDER THE TEXAS DECEPTIVE TRADE PRACTICES ACT AND SIMILAR STATUTES OF OTHER STATES],
<br /> CLAIMS,AND CLAIMS FOR INDEMNITY)AND WHETHER OR NOT TANKNOLOGY KNOWS,OR HAS REASON TO KNOW,OF THE POSSIBILITY OF
<br /> SUCH DAMAGES.
<br /> 8 Warranty Tanknology will perform the Services in a professional and workmanlike manner.To request warranty service,Customer shall promptly,and in
<br /> any event within ten business days after non-conforming Services have been performed,notify Tanknology in writing that the Services did not conform to
<br /> this warranty and request that Tanknology re-perform the Services or,at Tanknology's election,refund the amount paid for the non-conforming Services.
<br /> Tanknology may elect,in its sole and absolute discretion,to re-perform non-conforming Services or refund the amount paid by Customer with respect to
<br /> non-conforming Services.This warranty,and Customer's rights under this warranty,will not apply if Customer is in breach of any of Customer's obligations
<br /> under this Agreement, including but not limited to Customer's failure to timely pay all amounts due to Tanknology as provided for in this Agreement.The
<br /> remedy set forth in this section is Customer's sole and exclusive remedy,and the full extent of Tanknology's liability,for Tanknology's Services that do not
<br /> conform to this warranty EXCEPT AS EXPRESSLY STATED IN THIS SECTION,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
<br /> TANKNOLOGY EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES,PRODUCTS,EQUIPMENT
<br /> AND THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br /> PURPOSE
<br /> 9 Arbitration All disputes,if any,arising under or in connection with this Agreement that are not resolved by negotiation shall be resolved exclusively by
<br /> arbitration.Either party,after ten(10)days notice to the other party identifying with particularity those areas in dispute,may submit a dispute to
<br /> arbitration.All such arbitrations shall be held in Austin,Texas under the Arbitration Rules of the American Arbitration Association("AAA").The arbitration
<br /> panel shall consist of three arbitrators,unless otherwise agreed to by the parties.All arbitrators must he independent of,and not affiliated with,any of the
<br /> parties or their affiliates.The parties shall each nominate an arbitrator pursuant to the AAA Arbitration Rules within thirty(30)days of the notice
<br /> submitting the dispute to arbitration and the nominated arbitrators shall agree on the third arbitrator within thirty(30)days after both of them have been
<br /> nominated.The parties agree that the award of the arbitration shall be the sole and exclusive remedy between the parties regarding any claims,
<br /> counterclaims,issues or accounting presented to the arbitrators;that the arbitrators may,in their discretion,award reasonable attorney's fees and costs of
<br /> arbitration to the prevailing party in the arbitration;that any costs,fees or taxes incident to enforcing the award shall,to the maximum extent permitted by
<br /> law,be charged against the party resisting such enforcement,and that the arbitrators shall have no right or authority to grant,and the parties hereby waive
<br /> any right to seek to receive,damages that are excluded by Section 7 or 8 or damages that exceed the limitations in Sections 7 or 8.The award shall be
<br /> final and binding on the parties,and judgment on the award may be entered in and enforced by any court of competent jurisdiction.Upon the request of
<br /> either party,the arbitrators shall be required to deliver a written opinion addressing,at a minimum,the facts,law and reasoning which resulted in the
<br /> award.
<br /> 10.Non-Waiver To be effective,waivers must be in writing.The waiver of any breach of this Agreement will not he deemed a waiver of any later or other
<br /> breach of this Agreement,whether or not similar or of like nature.
<br /> <.b>11.Compliance With Laws and Regulations.Tanknology's performance of the Services will comply with all applicable federal,stale and local laws,
<br /> rules,regulations and orders.
<br /> 12 Assignment The rights and obligations of either party under this Agreement may not be assigned without the prior written consent of the other party,
<br /> which consent shall not be unreasonably withheld; provided,however,Tanknology may assign its rights and obligations under this Agreement without
<br /> consent from Customer if the assignment is in connection with the sale of all or substantially all of Tanknology's assets.In the event of an assignment,the
<br /> assignor's obligations under this Agreement shall be binding upon assignor's successors and assigns.
<br /> 13 Severability If any provision or application of this Agreement is deemed invalid, illegal or unenforceable,the provision or application will be
<br /> reformed to the extent possible to make it valid,legal and enforceable,with such reformation to be effective as of the date of this Sales Order.If the
<br /> provision or application cannot be reformed to be legal.valid and enforceable,then the provision or application will be served from this Agreement and
<br /> the remainder of this Agreement,or the application of such provision to persons or circumstances other than those as to which it is held invalid, illegal or
<br /> unenforceable,will not be affected. Each term and prevision of this Agreement will be valid to the fullest extent permitted by applicable law.
<br /> 14 Miscellaneous This Agreement(together with the Master Services Agreement between the parties.it any): (i)is the entire agreement of the parties
<br /> and supersedes all prior and contemporaneous oral and written understandings,communications,statements,representations,agreements and
<br /> negotiations between the parties with respect to the subject matter of this Agreement;(ii)insures to the benefit of and binds the parties and their heirs,
<br /> successors,and permitted assigns,and(iii)may be modified only by a written instrument signed by both parties.The use of Customer preprinted forms,
<br /> such as purchase orders or acknowledgements,in connection with this Agreement is for convenience only and all preprinted terms and conditions stated
<br /> thereon are void and of no effect.This Agreement cannot be amended, modified,or altered by any conflicting preprinted terms,provisions,conditions
<br /> contained in a Customer preprinted form,such as purchase orders or acknowledgements.Tanknology is an independent contractor and not an employee,
<br /> partner or joint venturer of Customer.This Agreement may be executed in one or more counterparts,each of which will be an original,and all of which
<br /> together constitute one and the same instrument. Delivery by fax or email of any executed counterpart of this Agreement.or any other documents or
<br /> instruments executed in connection with this Agreement,will be equally as effective as delivery of an original executed counterpart thereof.The titles to
<br /> the sections of this Agreement have been assigned for convenience only,and shall not limit,define,or affect the substantive terms.Time is of the
<br /> essence regarding this Agreement and its notice provisions.No representations or warranties have been made by Tanknology except as expressly set forth
<br /> herein This Agreement will he construed according to its fair meaning and not for or against either party.No presumption or burden of proof will arise
<br /> favoring or disfavoring any party by virtue of the authorship,of any of the provisions of this Agreement.
<br /> 15 Applicable Law This Agreement will be interpreted.construed and governed by the internal laws of the State of Texas(other than its laws of conflict
<br /> of laws).
<br /> Sales Order Revised 05-08-2019 Initials:
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