Terms and Conditions

Comp-Utility provides offers titled "Work Authorizations" to provide products, services, commissioning and start up on equipment, and may specifically provide for delivery, installation, engineering and other work. Upon acceptance by the Customer, the subject work becomes a "Contract". The Work Authorization, these terms and conditions, and any documents incorporated by reference therein shall hereafter be referred to as the "Contract" and form the entire agreement between the parties in relation to the subject matter. In the case of a conflict between these terms and conditions and the Contract, the Contract shall prevail.

Article 1. Definitions

1.1 Certain Definitions

• A. "Affiliate" means any entity controlling, controlled by or under common control with either party. "Control" shall mean the direct or indirect ownership of more than fifty per cent (50%) of the voting rights or income interest in a company or other business entity or such other relationship as, in fact, constitutes actual control.
• B. "Change" means any alteration to a Purchase Order or to this Contract, or any extra work, delay or other circumstance which results in an adjustment to any of the cost, delivery schedule, and/or any other affected provision of this Contract.
• C. "Commissioning" means on site Start-up and testing of the Products, in accordance with the Company's standards.
• D. "Documentation" means the Company user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the Products or Services made available by the Company, whether distributed in print, magnetic, electronic, or video format, in effect as of the date the applicable Service is provided to Customer, or at the Customer's request, to the End User.
• E. "End User" means the third party, final user of the Product or Service.
• F. "Product" means (individually or collectively, as appropriate) the hardware, Software, Documentation, supplies, spare parts, accessories, and other commodities, on which Services shall be provided by the Company pursuant to this Contract.
• G. "Purchase Order" means a written or electronic order from Customer for the purchase of Products and/or Services.
• H. "Services" means the Engineering, Installation, Start-up, Commissioning, repair, and/or maintenance activities to be performed by the Company pursuant to this Contract.
• I. "Software" means machine-readable instructions and data (and copies thereof) including middleware and firmware and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures forming an integral part of the Products which are the subject of the Services but not including any diagnostics software or similar software used by the Company to perform the Services and which do not form an integral part of the Products.
• J. "Specifications" means the manufacturer's published specifications for the Products or Services.
• K. "Start-up" means installation of the Product at the End User's site and verification by the Company that the Product is in substantial conformance with the Specifications.
• L. "Substantial Completion" means the point in time at which the Products have been installed such that Commissioning and Start-up of the Products may thereafter commence, as further defined herein.
• M. "Trademarks" means all applicable trademarks, and service marks legally registered to and claimed or used by the Company and its Affiliates.
• N. "Work" means the Product(s) and Service(s) provided in the Contract.

Article 2. Purchase Orders

2.1 Customer shall reference this Contract on all Purchase Orders related to this Contract. All Purchase Orders are subject to acceptance by the Company. These terms and conditions supersede and replace in their entirety any and all terms and conditions set forth on the face or reverse side of any Purchase Order or other document presented by Customer, except for the specific terms of the Purchase Order setting forth the price, quantity, and delivery location, unless different terms are mutually agreed to between the parties. All Purchase Orders placed with the Company for Work shall be subject to availability and Customer's favorable credit status with the Company.

Article 3. Provision of Services and Certain Conditions

3.1 Installation and Engineering. If installation, engineering or other services are provided for, the Company shall install the Product in good working order at the designated location in accordance with the standards agreed to between the parties. Company shall not be liable for any differing, subsurface, latent or concealed conditions encountered in the performance of any Work. The existence of such differing, subsurface, latent or concealed conditions shall constitute a Change.

3.2 Site Preparation. Any specific environmental conditions which are required for the provision of the Work shall be the responsibility of Customer unless otherwise specified herein. The Company shall be entitled to rely on the sufficiency and accuracy of any documentation or data, whether written or oral, provided by Customer to the Company regarding site conditions and site preparation requirements.

3.3 Health and Safety. If the Customer is subject to health and safety laws or regulations which are more stringent than the health and safety standards governing Company, or if Customer elects to operate under more stringent health and safety standards than those to which Company is subject, and Customer requires the Company to comply with those higher standards, the Company shall be entitled to charge the Customer any extra costs incurred in so complying. Furthermore, the Company may refuse, without any liability to Customer whatsoever, to perform in whole or in part the Work provided for in this Contract if the site presents unhealthy or unsafe conditions.

Article 4. Price and Payment

4.1 Prices and Fees for Work. Prices and fees for the Work shall be as provided for in this Contract. Any quotes, including but not limited to quotes for price or availability are estimates only and may not include any applicable taxes, duties, freight, handling, return fees or other similar costs.

4.2 Payment. Customer agrees to pay, without offset, all invoiced amounts within thirty (30) days of the Company's invoice date unless otherwise specifically provided for in this Contract.

Article 5. Substantial Completion

5.1 Substantial Completion. If installation is provided for in this Contract, the Company shall provide written notice to Customer when the Company deems such installation to be Substantially Complete and ready for Commissioning and Start-up.

Article 6. Warranties

6.1 Product and Service Warranties. Company warrants that the Services to be performed hereunder shall be performed in accordance with recognized professional standards customary in the industry in which the Services are being performed.

6.2 Exclusive Warranties. The foregoing warranties and remedies are exclusive and in lieu of all other warranties, representations, or conditions, express or implied.

Governing Law and Dispute Resolution

The rights and obligations shall be governed by the laws of the State of Texas.