Equipment Terms and Conditions

The equipment is and shall remain the personal property of Seller and Seller shall have the right to inspect the equipment upon reasonable request at any time. So long as Seller retains ownership and title to the equipment, Buyer shall (1) execute any financing statements and take any actions reasonably requested by Seller to protect and evidence Seller's interest, (2) keep the equipment free of any security requests, liens, encumbrances and other property interests of third parties, (3) use the equipment solely for the storage and handling of products, and (4) inform Seller regarding the location of the equipment upon Seller's request and not move the equipment after installation or modify it in any way without Seller's prior written content.

So long as the equipment is in the care, custody or control of Buyer, Buyer assumes the entire risk of loss, theft or damage to the equipment and shall be responsible for, and shall indemnify, defend and hold Seller harmless against any claims, liability or damages arising from not, operating the equipment in a safe and lawful manner and, unless a separate agreement for the supply of maintenance services by Seller is in place, repairing and maintaining it in good condition and working order, in accordance with recognized and generally accepted good engineering/industry practices and any specific manufacturer recommendations.

While the equipment is in Buyer's possession, Buyer shall carry and maintain (at Buyer's expense) (1) property casualty insurance to protect Seller's interest in the equipment (in amounts not less than $1,000,000 per occurence and 42,000,000 aggregate), and (2) comprehensive general casualty and liability insurance (in amounts not less than $2,000,000 per occurence and $2,000,000 aggregate), and naming Seller as an additional insured, Buyer will provide certificate(s) evidencing such insurance.

SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller's liability hereunder shall be limited, at Seller's option, to the repair or replacement of the equipment. This remedy is exclusive, and in no event shall Seller be liable for any incidental, consequential or special damages, including, without limitation, damages for loss of product, lost profits, or plant downtime. Seller shall have no liability for the effects of corrosion, erosion and normal wear and tear of the equipment. Buyer understands and acknowledges that Seller is not the manufacturer of any ancillary equipment included in the equipment, but that Seller shall pass through to Buyer any manufacturer warranties to the extent permitted by law.

Buyer, at its sole cost and expense, shall promptly return the equipment to Seller upon Seller's written request (in the same condition as existed when provided by Seller to Buyer, except for normal wear and tear) under the following circumstances: (1) upon termination of the supply agreement or purchase order to which these equipment terms and conditions are incorporated by reference; or (2) if Buyer enters into or is placed in bankruptcy or receivership, becomes insolvent or makes an assignment for the benefit of its creditors.