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<br />1. THIS OFFER AND ITS ACCEPTANCE: "Selle is fiat entity idaai-
<br />fied in the quotation, invoice, or alta document origmated by the Sella of
<br />the goods (or products) and savices referred to herein. This document is
<br />Send% oat to Boyer Boyd, sacceptance isexpressly limited mthe will
<br />and conditions of alis offer and Seller hereby objects to and rejects any addi-
<br />tional or diffesent tams or coditions in Bayer's cecephff c, Buyer's put-
<br />chase
<br />ader,and otha purporting morder the snmeoraRiva-
<br />Ientgoodsconaiedimduisdxwument Buryeracctbisddfaasnadeard
<br />aR its provision by transmitting in oral or written form a Buyer purchase
<br />order rmmmber, an authorization to proceed, or other request by issuing say
<br />document which orders the sane or equivalent goods referred to herein; by
<br />acceptiog or making any payment for any goods or service funded here-
<br />under; or by any Buyer comet recognizing the existence of a caarict be-
<br />tweern Buyer and Seller for the goads and services referral to hum Any
<br />addidonal ortnffmanterms or attempt by Buyer to vary in any fthie any of
<br />she Was; baein can be deemed material but shall not opium as a rejection
<br />of this olfa unless they contain varsomes in the temis of the description,
<br />quann4t Rice or delrvaYschedule of the goods offered beret which are
<br />m Seileb No of � offerer tbe contract rewuk
<br />in8 C>nehtd�e anY t or dtfaatt '' is tbe l3mmya's aocep-
<br />ance) aanbe biadiagon sallatmlas etxpressty agrers ®writing m dange
<br />this offer.
<br />2. PRICE Theptieefor=6item coveredbyibis connactshall heft Price
<br />show for such it= onthe face hereof, Prices do not include any Federal.
<br />Saw or Local taxes, &[ties or fees which may be imposed upon the sale, more,
<br />ftashsgis�, animating or noftahmalsand all such costs slanbe
<br />paid by87er•
<br />3. LIMIPEDWARRANTY- Seewarronlystahchomit
<br />4. ACCEPTANCE: Rejectionofdagoods supplied under this coaaafor
<br />defects or deEective delivery shall occur wifltm a mamoshic time after their
<br />delivery or under at &a delivery point, but in any event no law dist five (5)
<br />d aystluaeaRa Tftic aenaameRedo*ctcdbyBiyermBuya's
<br />agomt m wd* to Sdda wi0thi seal five (S)day ttai4 bey siaE bedtemed
<br />acoeptedbyBuyer. in the event of Bayer's tighMW rejection of the Roods,
<br />sewers hdrbt' y shin be Wilted to mpeCimg the rejected goods within a
<br />tome; or to allow aedit to the extent ot'the invoice value Or the
<br />goods at Setas optimr. Sebe shall to be liable fa any kisk damage, or
<br />crohe of any khat arising fico days diem transportation, isallation,
<br />buyers rejecfiawf goods, or any maser whatsim
<br />S. LlMrD=NOFSEILFR'SLiABKM- 'sham7itytnenyclaim
<br />ofanybid,including clainm upon Soft's negneersock I ofam-
<br />trad, or strict lial ty is ton, fir any loss or &nine NWR at ot: cOc-
<br />nected with,oriesultmgfim&ause oftheRnduds or
<br />Sella's performance of this contact, shall in no ase exceal die purchase
<br />price allocable tothe goods or part thereofwhichgive rise mthe think, IN
<br />NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL INCOBf EAI,
<br />OR CONSEQUENTIAL DAMAGES HOWSOEVER ARISING OUT OF
<br />SELLER'S PERFORMANCE OF THIS CONTRACT AND NOTWTIH-
<br />STANDING WHETHER SELLER MAY HAVE BEEN ADVISED OR IS
<br />ADVISED OF THE POSSIBILITY OF SPECIAL (OR LIQUIDATED)
<br />DAMAGES
<br />6. PAYMENT: invoices are de and payable 30 days front date of invoice,
<br />i.e., tbe date ofshipment (pmt de date ofmceicof goo s). Ifanyquestions
<br />wise concerning account receivables, monad the Credit Deposition for as-
<br />sistance. in the event of t isetepa cies 0e undisputed action ofthe invoice
<br />should be paid within tams.
<br />Where a Prompt laymentdisannt is offered, fiends no be received by
<br />Diversified by the 10' day following the date of iamice. Should
<br />Diversified not receive payment in a timely fashion chains tame will be
<br />revue. For payments rived beyond 10 days wham a discount is
<br />taken, Dwersdfed will invoice for tbe discount taken. These invoices are
<br />due upon receipt
<br />Whem a Ptadueser cloom to wife fords Purchaser is responsible for all
<br />bank changes both at senders end and at our did. At the present time our
<br />bank is not charging for mounting wire coft Diversified will invoice
<br />purchases forall shissighs on wiletrmsfers Such dithrugesnantbeinak
<br />up walnut 30 days or with the tinct ori.
<br />7. BUYER'S DEFAULT: IfBuyerfailsmmake any payment to Send when
<br />due, ifBuyer's financial responsibility becomes imbed or unsatisfactory in
<br />Shca's role judgment, or ifBuyer commits a material breach oftniscon�t,
<br />or inhibits or fnaaates Seller's pa immince of ibis Comm by any ad or
<br />hihuemad. Seller may, without breach ofcomradhaul wkbmdprior notice
<br />or demand. suspe d or cancel Cmduer perf a once or deliveries die btnerm-
<br />der. Buyer shall be liable to Seller for mylosses ordanagesofSellerarishtg
<br />farm etdt Buyer dethutts and failures, as well asan y mmiting mays m Sena's
<br />Send may, at its ole opts and its discretion, resume Pala -
<br />mance of this coronad upon Buyes removal of any inhibition cause, and
<br />upon Buyer's providimgsuffieiemassuanceorse may for its pafmmamceas
<br />Sella in its solejudgment may determine to be required.
<br />8. WAIVER: The failure of Sella in any out or more instances to enforce
<br />one or[Wore of thetaia or conditions of this contact, m exercise any right or
<br />privilege heseundes or the waiver by Sella of any brea& of this counsel.
<br />shall not be co a ned as thereafter waiving any [emu, codtmans, rights or
<br />privilegesofdis commanatd&asame stall continue andmi ain in force and
<br />effect as ifim such Mme to enforce had occurred.
<br />9. FORCE MAJF AM Sella may riot be Gable for non-pafamaoce or
<br />&Ja
<br />ilk
<br />e— resulting fill any gomiancruall law or regulation, now
<br />yheratat or fir delays aimed by ms's dims, or called by
<br />Acts of God. fora, Rood, wind des or oft labor troubles i-
<br />d&,necmsMrepaistoma&jwy,advasew ormWcame
<br />beyotdSeRa'steasaiablecwatmL Indeeventofanyoftlefxegoing,Seller
<br />shaUluretherightmofmateandcstedmleRoduc6 actddivayofFW-
<br />hos to Btiyer as Seller, in its We discretion, M dot fair and practical,
<br />widunt liability to Seller.
<br />10. DELIVERY: Sam we F.O.B. fd ay. This mins dot tide to goods
<br />s tothecustomavd en the wrier leaves Diversifieds fiednty. Diven i -
<br />fed cnstamas can make thea' ownin coodivaion
<br />with Custoni r Services. if . specified Diversified wad select
<br />carriers and nuke shippang arrangements on bdolf ofar
<br />If*dppimg damage or has; shadd occur, the poedum is responsible for
<br />fling the freight claim with the atria. It is important to am dentine on
<br />the curries bill of Taft Diversified will assist in do filing of freight
<br />claim if requested to do so by the Purchaser. Amy concealed damage or
<br />shortages should be reposed to Divetsifi d within dive (5) winking days
<br />Gorithe o of delivery.
<br />Should a khas occur ofpmdud shipped, putdan er is liable for payment of
<br />tbe migiai invoice as well as for invoices meatal for products shipped to
<br />meplsee Ima or dishinged amen. While Diversified may provide assisarta to
<br />&a purchaser in filing a taint, fianeW recovery of the kiss is between the
<br />Torun aria and the Rmcluset
<br />11. DELAY, TERMINATION, OR CANCM A77ON BY BUYER Seller
<br />shall be entitled to recover an costs, ups, and damages suffered as a
<br />mokofBuyeesanccladMortermkmdmofcis orBrya'sdft
<br />of sdla's perfomance under this contract.
<br />12. PATENTS: To the admit de items covered by de Sales Order are mama
<br />factored Bastian to designs Provided by Buyer; Buyer shall Indemnify mend
<br />save harmless Sam is agents and subecustracaus, from any axpensq cost,
<br />cps, damage or liability for irdlingdocat of any piles with respect to such
<br />turns zWdirk prices; o andBiryexagreesaritsownaiameto
<br />deferorasaiskirsShcasoption. lendie def ofany Victim in which such
<br />infringement is alleged with respect to die mantifictunk sale or to of sceb
<br />Items delivered haremder.
<br />13. ASSISTANCE BY SELLER: No recomincodation or ntaaimaR made
<br />or assis— given by Sella, its or agues, in cormation
<br />with theitmtallation.applieatim gmage,ramupMUdmorumofrtegoods
<br />or products f imished hereunder stall consiane a waiver by Sena of any
<br />of the provisions herein, or enlarge Sena's liabililN as herein defined, or
<br />bedeemed to provide any warranty in excess ofthose Sena warranties ser
<br />Rush
<br />14 -ATTORNEY FEES AND EXPENSES: If Selleris requited to file suit
<br />or take other legal action to enforce any of its tights beretmder, including
<br />without limiotion proceedings to coned anam us de Seller bernmder,
<br />Buyadd paythetersonableatunicyfeesendexpamirnnnedbySeller.
<br />15. SALES: Allsalesare fins]. Any renanof goods Batt besudjed to the
<br />priorwritten approval of Seller.
<br />16. SPECIFICATIONS, APPLICATION, AND USE OF PRODUCTS:
<br />Produce finished hereorderam sold pursam to Sella's specifications
<br />and art subject to standard mmnufacaming variations. Sella may change
<br />specifications at any timemideot homing ing liability for products
<br />previously or subsequently std Buyer shall be responsible for the
<br />ofgoodsorproducts produced to Buyers speeificatios.
<br />Buyer shah be responsible for determining the appropriate use of
<br />application of Sedkr's prouiocts for Buyer's
<br />notwithstanding Buyer's solicitation oC or Seller's providing advice or
<br />reeammemisliom to BtycE Bryce waives any claim agaiinst ScIIM and
<br />Sdktsagents orempiyens,ailing out ofBryer's mlectiork, application
<br />or we ofde products funis had haauder. Buyer shall imlemoify and
<br />defend Seller fmm any claim or suit for persona injuly (including der),
<br />Property damage, or ole liability arising out of de improper selection,
<br />implication or any risme of SeUersprodads a faiha to
<br />fonov Selbe's insailatio4 or safety iosauctrmm, orproper
<br />industry
<br />17. CREW APPLiCATXM- Lines of aedu are stbjed to approval by
<br />Divtaifich Cruet Department. A credit application, must be
<br />�• A resale rontifiale lam be lam by for
<br />shipments m olesthuati� warm California otbawise arks Lac
<br />most be
<br />clanged on de sale Rile catifiates zdotdd de smbnit� with credit
<br />applications.
<br />18. TECHNICAL SERVICES: Diversified offers Field and Clasnoom
<br />product and application training. Training is complimentary to saes of
<br />Diversifed products. Cl own and application training is offered at the
<br />factory on a periodic basis m on cost to die attendee.
<br />Diversified charges for an expeuias incurred when traveling fa raining.
<br />Reqzftg party may rake amingements or Diversified will make
<br />and iswrice the training spomo: Diversified is commnited
<br />to establishing and training a field sates thictsmik of marnifirmers
<br />representatives. These representatives maybe contacted for field
<br />training. Expenses for such training am not paid by Diversified.
<br />19. LITERATURE: Catalols, CD coni and Welisite services will be
<br />available on all tam proprietary products marrfacmrd by Divesifcd.
<br />Cooled customer services for Iptenmm.
<br />20. SHIPPING: Diversified mishashas an extensive dock of products
<br />commonly added byPEI Distributors and OEM's. Several thousand
<br />ere tetpuked to stmt the products we cog. We maim
<br />every e@bnt to ship � sameday an aebe is Imo• On larger stock
<br />[mdse we enderatio
<br />drp ben 1 to 3 wnekt (kola entry is open from
<br />S.00AM to5:W PM Pacific Standard TIM %win a every etfom
<br />to ship one and two day shipments Goa inventory. Obvimuly the later
<br />in the day an mW is recedw:dthe more difficult it is to fill a rust order.
<br />From time to time we will be out of stmt on standard ism. Expedited
<br />we ad two day shipments will achy an expediting dwP of E50.00.
<br />Artyuldpments cotttemiig TOOK DBB-EI will be subject toa
<br />Hazardous Materials; fee ofSW.Wper shipment Van aarsolisshipped
<br />Revised 1/15/07 1§� 9
<br />by sr, it too win be subject to a Hazardous Materials fee of 550.00 per
<br />shipment.
<br />Purchaser may make their own shippingauangemeras and carrier
<br />selections in coordination with customer savices when confmulng
<br />purchase orders.
<br />Any freight damage or slum d ipm eat claim must be filed by the
<br />Purcharawith the carrier involved Diversified will assist customers in
<br />filing freight claims when requested to do so by Purchaser.
<br />Concealed damage or shortages Rust be reported to Diversified within
<br />five (5) days of receipt of material.
<br />21. FREIGHT POLICY: DDI will apply a fteight credit to an invoices
<br />exceeding $2500.00 rick for shipments within the Continental US. The
<br />credit will be equivalent to UPS ground changes including the HazMat
<br />fees if applicable. Rush odes requiring 1,2 or 3 day shipments will
<br />continue to be invoice with the HazMat and Expediting fees.
<br />Custoum will continue to be billed directly by UPS for all shipping
<br />costs.
<br />22. RETURN MATERIAL POLICY: All returns are subject to approval
<br />by and at the sole dishision of Diversified. Inventorylevel, sales
<br />activity, reason for return and frequency will be considered in each
<br />request. Please note that No An nal Reran Policy Exists.
<br />All returned material requests mus include either the original customer
<br />purchase order number or the original Diversified invoice number where
<br />the product was billed. Diversified will issue credits only to the original
<br />purchaserof product.
<br />23. RESTOCKING FEES
<br />Weaver Products Catalog
<br />New consttuctiou Products 2M
<br />Split Repair Products 40%
<br />Isolation Non Rentable
<br />Industrial Pipe Accessories
<br />Bulkheads Non Retwable
<br />Centralizers Non Returnable
<br />Reducers 40%
<br />Sealants & Adhesives Non Returnable
<br />Job Shap Non Returnable
<br />All rammed items must be in perfect, resalable condition and are subject
<br />to quality control irk du m Ria to accepum Freight mus be paid by
<br />the requesting party. Any damnge in transit is between the artier and
<br />the party requesting the remm.
<br />items shipped that are out of spec or incorrect will rut be anessed a
<br />restocking charge.
<br />24. INTERPRETATION: The laws of the Sate of Seller's location, as
<br />set forth in Sellers address on the masthead or quotation, shall govern
<br />the intapretation and enforcement of this conM excluding only the
<br />law of cmnflictL Ifsecurity interest filings are mate by Seller, pursant
<br />to the Payment paragraph hereof: the Uniform Commercial Code as
<br />eructed in the Sato wherein the filings are made shall govern that
<br />purity interest and those fill gL
<br />25. FINALAGREEMENT: Thee are no understandings oragree nuts
<br />between Buyer and Seller relating to this comet vAteh are no fury
<br />expressed herein, and no change shall be roa e to itis contract unless it is
<br />made in writing ad signed by duly authorized officers of Sena and
<br />Buyer. No part of Buyer's contracts) with Buyer's customer is ich"
<br />in this anomer except as may be specifically and expressly incorporated
<br />in Seller's written quotation to Buyer. Buyer may not sign or
<br />otherwise delegate Buyer's obligations under this offer and any resulting
<br />coaaa without Seller's express written consent.
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