May 29, 2014

The term "Seller" contained in the general terms and conditions shall mean the manufacturer, distributor agent or representative of the material, supplies or services furnished herein. The term "Buyer" shall mean OGI Process Equipment, Inc. and operating divisions.


Unless stated otherwise in the purchase order the prices shown are on a firm price base. DISCOUNT It is understood and agreed the cash discount period to the Buyer will date from receipt of the invoice from the Seller and not from the date of the invoice except as modified herein.


In the event Seller fails to deliver as specified herein or fails to make a substantial progress to deliver in the period specified, the Buyer reserves the right to cancel the purchase order or any part thereof, no charge without prejudice or recourse on the part of the Seller, where such delay is caused by circumstances under reasonable control of the Seller. The Seller is relieved of responsibility for delays due to acts of God, military priorities, fires, strikes, war, riot or insurrection.


Buyer or his authorized representative shall have the right to inspect any material, workmanship or other item furnished or used by the Seller and reject any item which is defective or not suitable for the purposes intended or which is not in accordance with the specification or requirements of the purchase order. This inspection may be made as required at the facility of the Seller and/or Buyer.


Seller warrants all material and supplies shall be free from all defects in material and workmanship in all respects and items furnished comply with all applicable specifications and requirements shown on the purchase order.


If Seller performs or furnishes material or supplies, constructs, erects, inspects or delivers hereunder defective items, Seller will indemnify, defend and save harmless Buyer from all loss or the payment of all sums of money by reason of accidents, injuries or damages to person or property that may happen or occur in connection therewith.


In the event any article sold and delivered hereunder shall be covered by a patent, copyright or application therefor, Seller will indemnify, defend and save harmless Buyer, from any and all loss, cost or expenses or account of any and all claims, suits or judgments on account of the use or sale of such article in violation of such rights under such patent copyright or application.


Packing, boxing or cartage charges will not be charged by the Seller unless specifically authorized in the purchase order.


If all or any portion of the order is subcontracted by Seller to another party, Seller shall advise Buyer and Buyer may require Seller to submit to Buyer for approval a list of major items for materials or services to be subcontracted in the performance of the purchase order and the subcontractor to be used. If such subcontracting arrangements are not acceptable to Buyer, it may withdraw the order without charge or penalty. Use of subcontractors, even those approved by Buyer, does not absolve Seller of any of Seller’s responsibilities under the order.


Seller hereby warrants and represents that none of the goods sold under this agreement include Conflict Minerals from the Democratic Republic of the Congo or any of its adjoining countries. Terminology used in this section is as defined or used in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any rules and regulations promulgated in support thereof.


The terms and conditions stated herein shall govern in the event of any conflict with the terms and provisions of Seller's proposal and are not subject to change by reason of any written or verbal statement by the Seller, or by the terms of the Seller's acknowledgment, unless same is accepted by Seller in writing.

The rights, warranties (express and implied) and remedies authorized by the Uniform Commercial Code, as adopted by the State of Oklahoma, govern this transaction and no disclaimers or limitations of remedies by either of the parties are effective. The contract formed by Seller's acceptance of this purchase order shall be interpreted and governed in accordance with the laws of the State of Oklahoma without regard to its choice of law decisions. The provisions of 12 OKLA. STAT. ANN. §936, as amended from time to time, shall not be applicable to the contract formed by Seller's acceptance of this purchase order.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Tulsa, Oklahoma, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Costs (including the fees of the American Arbitration Association and the costs and expenses of the arbitrators) as well as attorney's fees shall be awarded to the prevailing party. The decision shall be made by a panel of three (3) arbitrators and shall be a reasoned award.

Seller shall be bound by Executive Order 11246, Equal Opportunity, if it is applicable to this purchase order.

Seller warrants and represents that all materials, supplies and service shall comply with all applicable Federal, state and local laws and administrative rules or regulations, including the Fair Labor Standards Act of 1938.