1. Title, Risk of Loss, Terms.

Unless otherwise agreed, KLINGER ADVANTAGE, INC. shall arrange for shipment of Product by common carrier to BUYER’s facilities. Title to and risk of loss on Product sold hereunder shall pass to BUYER upon KLINGER ADVANTAGE, INC.’s tender of delivery of Product to BUYER at the F.O.B. point stated on the first page of the agreement. KLINGER ADVANTAGE, INC. shall invoice BUYER on or promptly after the date of shipment hereunder for shipping costs incurred in the delivery of Product.

2. Force Majeure.

In the event of the occurrence of contingencies beyond the reasonable control of either or both of the parties, including without limitation, war, fire, explosion, flood, strike, labor disputes, accident, breakdown, emergency repair or maintenance, riot, act of governmental authority, acts of God, or any other event interfering with the production, supply, transportation, or consumption of the goods sold hereunder, or with the supply or consumption of any raw material used in connection therewith, the obligations of the parties to perform hereunder shall be suspended, and quantities so affected may be eliminated from the contract without liability. The party invoking Force Majeure hereunder shall give prompt notice of, and utilize best efforts to terminate or remove, the Force Majeure conditions.

3. Warranty.

KLINGER ADVANTAGE, INC. HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE PRODUCT SUPPLIED HEREUNDER OTHER THAN WARRANTY OF TITLE AND WARRANTY THAT THE PRODUCT SHALL CONFORM TO THE QUALITY AND SPECIFICATIONS STATED HEREIN. KLINGER ADVANTAGE, INC. OFFERS NO WARRANTY ON THE PRODUCT SOLD AND BUYER’S SOLE REMEDY REGARDING ANY WARRANTY CLAIM RESTS WITH THE MANUFACTURER’S WARRANTY OF THE PRODUCT PURCHASED. IN NO EVENT SHALL KLINGER ADVANTAGE, INC. BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

4. Product Risk.

BUYER acknowledges that it has been adequately warned by KLINGER ADVANTAGE, INC. of risks associated with handling, using, and installation of the Product, including without limitation those risks set forth in Product literature provided by manufacturer. BUYER affirms that it shall maintain compliance with all safety and health related governmental requirements concerning the Product purchased hereunder and shall take all reasonable precautions to inform its employees, agents, contractors and customers of any risks associated with the Product.

5. Patents.

KLINGER ADVANTAGE, INC., through the manufacturers of Product it represents, warrants that the manufacture and sale of the Product delivered hereunder will not infringe any claim of any United States patent covering the Product itself, but KLINGER ADVANTAGE, INC. does not warrant against infringement by reason of the use thereof alone or in combination with other material or in the operation of any process. All warranties here are based on the manufacturer’s representations to KLINGER ADVANTAGE, INC.

6. Technical Assistance.

If any technical assistance is furnished by KLINGER ADVANTAGE, INC. in connection with the sale of Product for the accommodation of BUYER, BUYER assumes all liability for the proper receipt and application of such information, utilizing BUYER’s own technical expertise and commercial know-how. BUYER shall indemnify and hold KLINGER ADVANTAGE, INC.

harmless from and against any claims, demands, or liability arising out of or in connection with BUYER’s receipt and/or use of any technical information furnished by KLINGER ADVANTAGE, INC. .

7. Claims.

KLINGER ADVANTAGE, INC. may recover from BUYER for each shipment hereunder as a separate transaction, without reference to any other shipments. BUYER shall be responsible for inspection of Product upon receipt from KLINGER ADVANTAGE, INC. to insure conformity with stated specifications. All claims regarding Product included in a shipment made hereunder will be deemed waived by BUYER unless written notice thereof shall be given to KLINGER ADVANTAGE, INC. within fourteen (14) days after the arrival of such shipment at BUYER’s facilities, or until the moment of process conversion by BUYER, whichever is earlier; and in no event shall KLINGER ADVANTAGE, INC.’s liability with regard thereto exceed the sum of the purchase price, plus delivery costs, attributable to the specific delivery as to which such claim is made. Losses and diminishments that occur during shipment are at the risk of Buyer.

8. Taxes/Customs.

BUYER shall reimburse KLINGER ADVANTAGE, INC. for all taxes, customs duties, excises, or other charges hereafter imposed or increased which KLINGER ADVANTAGE, INC. may be required to pay to any government (federal, state, or local) and which are levied directly upon, or measured directly by, the sale, Production or transportation (a) of Product supplied hereunder or (b) of other materials utilized by KLINGER ADVANTAGE, INC.’s supplier(s) in the Production of Product supplied hereunder.

9. Governing Law.

This Agreement shall be governed by the laws of the State of Louisiana.

10. Assignability.

Neither party may assign this Agreement without the consent of the other, which consent shall not unreasonably be withheld.

11. Entire Contract/Amendment.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and there are no understandings or warranties, express or implied, except as set forth herein. No modification shall be effected by the acknowledgment or acceptance of purchase orders, invoices, shipping documents, order confirmations, or other forms or documents containing terms or conditions at variance with or in addition to those set forth herein. This Agreement may be amended only by mutual agreement in writing, duly signed by authorized representatives of both parties.

12. Separability/Waivers.

The terms and conditions of this Agreement shall be deemed to be separable; if any part thereof is held to be invalid for any reason, the other terms and conditions hereunder shall remain in full force and effect. KLINGER ADVANTAGE, INC.’s waiver of any breach, or failure to enforce any of the terms and conditions, of this Agreement shall not be deemed to affect, limit or waive KLINGER ADVANTAGE, INC.’s right thereafter to require compliance with the terms and conditions hereof.