1.            PRICE.  Unless otherwise specified in this Quotation, prices exclude all taxes, duties, freight costs and related expenses, all of which shall be paid by Buyer.  If Buyer requests any change in goods or services covered by this Quotation, Seller shall not be obligated to proceed until it agrees in writing to such change.  If Seller determines that a change may increase Seller’s costs or time requirements, or may raise other issues of concern to Seller, Seller may require equitable price adjustments to address same.

 2.            PAYMENT.  Unless otherwise specified in this Quotation, payment for goods and services shall be made in immediately available U.S. funds within thirty (30) days of shipment or the date of Seller's invoice, whichever is earlier.  Amounts not timely paid shall bear interest at the highest lawful rate on the unpaid amount from the due date until paid.

 3.            SCHEDULES & CANCELLATION. 

         (a) Schedules.  All dates or schedules specified in this Quotation are approximate and are based upon Buyer’s and other parties timely provision of information, related work, services, and materials for Seller to perform its obligations.  If any failure to meet schedules is occasioned by the fault of Seller, Seller shall use its commercially reasonable efforts to remedy such failure as soon as reasonably practicable.  Any installation or use of goods or services by Buyer shall constitute a waiver of all claims for delay.  Seller has the right to deliver goods at one time or in installments, from time to time, within the period provided for delivery.  In the event of partial shipments, Seller may immediately invoice Buyer for the amount(s) due in respect thereof (with payment due in accordance with paragraph 2).  Delivery of nonconforming goods, or a default of Seller of any nature in relation to one or more installments, shall not substantially impair the value of this transaction, as a whole, and shall not constitute a default hereunder, as a whole.

         (b)  Cancellation.  This agreement may be cancelled if requested in writing by Buyer and accepted in writing by Seller.  In the event of cancellation, Buyer agrees to pay to Seller upon presentation of Seller’s invoices and as liquidated damages and not as penalty an amount equal to 115% of all material, labor and fully absorbed overhead, engineering design and other expenses incurred by Seller prior to and as a result of the cancellation.

 4.            SECURITY INTEREST.  Seller shall retain, and Buyer hereby grants to Seller, a security interest in the goods covered by this Quotation, wherever located, including all returns, repossessions and parts, and all instruments, documents, accounts, general intangibles, contract rights and security interests (resulting from the sale or other disposition of such goods) and all cash and non-cash proceeds of any of the foregoing, all of which shall secure the payment of all amounts due from Buyer to Seller in this Quotation.  Buyer shall, at the request of Seller, execute, and hereby grants Seller the right to execute in the name of Buyer, any documents necessary to grant Seller and to perfect, a security interest in the foregoing in all jurisdictions which Seller deems necessary to protect its interest.

 5.            INSPECTION.  Buyer shall have the right to inspect the goods prior to acceptance provided (i) such inspection shall occur at the place of fabrication, during the period of fabrication, (ii) such inspection shall be conducted during normal working hours after reasonable notice to Seller and without interference with its operations, and (iii) Buyer shall promptly notify Seller, in writing, if any such inspection discovers any defects or other problems with respect to the goods.  Unless Buyer gives Seller written notice of any defects or other problems within the earlier of 5 days after the inspection or the scheduled shipment date for such goods, Buyer shall accept goods, or parts thereof, as soon as they are reasonably tendered to Buyer or Buyer is notified goods are available for shipment.  If Buyer, for any reason other than inspection defect, is not willing or able to receive goods: the goods shall be considered shipped in place; Buyer shall be obligated to pay for goods as if delivered in the normal course of business; payment shall be made by Buyer to Seller under the terms of this Quotation; Buyer shall pay additional charges for storage; and Buyer may not revoke its acceptance.  This paragraph 5 in no way modifies or affects Buyer’s remedies or Seller’s warranties set forth elsewhere in this Quotation.

 6.            INSTALLATION/SERVICE.  Unless otherwise specified in this Quotation, all goods shall be installed by and at the expense of Buyer.

 7.            SPECIFICATIONS.  If Buyer specifies the form, measurement, features or other specifications for goods, or provides other information with respect to goods or services, Buyer shall secure Seller’s written acceptance of such terms before such terms are incorporated into this Quotation.  Seller’s quality assurance and other procedures, specifications and drawings, as approved by Buyer, shall be deemed for all purposes to comply with any procedures, specifications and drawings of Buyer and to supersede any conflicting terms in this Quotation.

 8.            COOPERATION.  Buyer shall cooperate with Seller regarding Seller’s performing its responsibilities set forth in this Quotation and securing performance of related work or materials to be provided by other parties.  Buyer shall provide, as reasonably requested by Seller, access to Buyer’s management, information, approvals and acceptances in order that Seller may timely perform its obligations.

 9.            WARRANTIES.

                (a)            General.  Unless otherwise specified in this Quotation, Seller warrants to Buyer that, under normal use, each item of goods covered by this Quotation shall be free from defects in workmanship and material for a period of twelve (12) months from the date of installation or eighteen (18) months from date of shipment to Buyer, whichever occurs first.  “Normal use” includes only such uses under conditions that have been fully disclosed, in writing, to Seller prior to the date of this Quotation.  If Buyer reports defects in writing to Seller during the applicable warranty period, Seller shall promptly repair or replace the nonconforming goods.  If Buyer claims nonconformity with these warranties, Seller or its appointee shall have the right to finally approve or disapprove such claim.  In each instance, Seller may elect, at its option, to have Buyer (i) return the goods, or parts thereof, in question to Seller, F.O.B. at Seller’s fabrication facility, for Seller’s inspection and approval or disapproval, or (ii) demand an on-site inspection of such goods.  If Seller approves a claim, all reasonable transportation costs incurred in Seller’s inspection of the goods, or part thereof, shall be borne by Seller; otherwise, Buyer shall bear all such costs.

                (b)            Exceptions.  Notwithstanding anything to the contrary, Seller shall have no warranty obligations if any nonconformity arises, in whole or part, as a result of: work performed by, or the act or omission of, Buyer or any other party; the maintenance or modification of goods other than by Seller; Vendor Items (as hereinafter defined); use of goods other than normal use (as defined above); use of the goods other than in accordance with operating instructions provided by Seller; failure to maintain catalyst and other consumables in accordance with manufacturer recommendations; or any services, software, equipment or other items provided by Buyer or a third party.  Notwithstanding anything to the contrary, and except as otherwise specifically agreed in writing by Seller, Seller shall have no responsibility for suggesting, specifying or confirming the appropriateness of Buyer’s specifications for any goods, materials or other items used in the fabrication of goods or any other thing, and no warranty in respect thereof is made by Seller.  The warranties in this Quotation shall not apply to any goods, materials, or other vendor items supplied to Seller by Buyer.  Seller hereby assigns to Buyer any warranties given by Seller's suppliers or subcontractors (“Vendors”) in connection with any goods, materials and other items obtained by Seller from such Vendors (“Vendor Items”) and included as a part of goods covered by this Quotation, to the extent such warranties are so assignable at no additional cost to Seller.  If any such warranties are not assignable, Seller shall, upon the written request of Buyer and at Buyer's expense, take commercially reasonable actions to enforce any applicable warranty which is enforceable by Seller in its own name.  However, Seller shall have no obligation to resort to litigation or other formal dispute resolution procedures to enforce any such warranty.  With the exception of applicable Vendor's warranties which Seller is able to pass through for Buyer's benefit, Vendor Items are provided on an “AS IS” basis without warranty and, notwithstanding anything to the contrary, Buyer agrees to look solely to the applicable Vendor for any and all warranty claims respecting Vendor Items.

                (c)            Disclaimer.  These warranties are expressly in lieu of all other express or implied warranties, including any implied warranty of merchantability, fitness, title or noninfringement of any patent or other proprietary right and of any other obligation on the part of Seller, except as may be otherwise specified in this Quotation.  Other warranties specified in this Quotation, if any, are strictly limited to their respective terms and in no way modify, alter, or waive the general effect of this disclaimer as to all other express or implied warranties.  No agent, distributor or representative of Seller has any authority to bind Seller to any representation or warranty, either written or oral, concerning goods covered by this Quotation, and same shall bind Seller only if it is specifically included in this Quotation.  The remedies set forth in this paragraph 9 constitute Buyer’s sole and exclusive remedies for any nonconformity with these warranties.

                (d)            Suspension.  Notwithstanding anything to the contrary, Seller may, at its option, suspend performance under this paragraph 9 in the event Buyer is not in full compliance with this Quotation and its obligations hereunder.  During any such suspension, Seller shall have no obligations under this paragraph 9, and such suspension shall not result in any extension of applicable warranty periods or otherwise modify these warranties.

   10.            BUYER'S REMEDIES.  Buyer's exclusive and sole remedies, except as provided in paragraph 9 above or as expressly set forth in the Quotation, for any default hereunder by Seller are strictly limited to either, at Seller’s option, (a) a refund of the price paid by Buyer for the goods and services in question and a return of such goods to Seller, or (b) repair and/or replacement of non-conforming goods, or parts thereof, and re-performance of non-conforming services.  Under no circumstances (whether or not set forth in the Quotation) shall (i) Buyer have the right to claim or recover any punitive, exemplary, incidental or consequential damages, or (ii) Seller be liable with respect to its goods or services, the Quotation, or otherwise, for more than the amount paid by Buyer for goods and services covered by this Quotation.

   11.      SELLER'S REMEDIES.  All of Seller’s remedies set forth in this Quotation, if Buyer fails to comply with its obligations under this Quotation, shall be cumulative and in addition to, and not in lieu of, any other remedies available to Seller at law, in equity or otherwise, and may be enforced concurrently or from time to time, and Seller shall additionally be entitled to recover its reasonable attorney's fees and costs incurred in the enforcement of its rights and remedies.  Without limiting the foregoing, if Buyer fails to make one or more payments when due, or otherwise defaults in the performance of any of its obligations, Seller may, at its option, suspend performance hereunder until such default is cured or terminate its obligations hereunder, or both.

   12.            RISK OF LOSS AND PASSAGE OF TITLE.  Unless otherwise specified in this Quotation, all goods to be delivered by Seller are sold ex works (as defined in Incoterms 2000, ICC Publication NO. 460) and title to such goods shall pass to Buyer at the earlier of (i) the date when Buyer obtains physical possession of such goods or part thereof, or (ii) the date such goods are loaded on a carrier at Seller’s facility for delivery to Buyer.  If no carrier is specified by Buyer sufficiently in advance of the required date(s) of shipment, Seller may select any mode(s) of transportation and any common carrier satisfactory to Seller and such selection shall conclusively be deemed satisfactory to Buyer.  In the absence of a written agreement to the contrary, Buyer bears all risks of shipment of any goods.

   13.            FORCE MAJEURE.  Seller shall be excused from performance hereunder for any period, and to the extent, that it is hindered or prevented from performing, in whole or in part, as a result of delays caused by Buyer or third parties, floods or other acts of God, war, revolution, terrorism or civil disturbance, governmental action, statute, ordinance or regulation, court order, strike or other labor dispute, fire, damage to or destruction in whole or in part of goods or place of fabrication, lack or inability to obtain raw materials, labor, fuel or supplies or any other circumstances or conditions beyond Seller’s reasonable control.  If nonperformance is occasioned by any of the foregoing, the time for performance shall be extended to the extent of such delay.  Such nonperformance shall not be a default hereunder or a ground for termination hereof and shall not excuse Buyer from its payment obligations or extend the time for such payment.

   14.            INFORMATION VERIFICATION.  This Quotation, including, without limitation, prices, schedules and specifications set forth herein, is based upon information furnished by Buyer to Seller.  Buyer believes that such information is accurate and complete.  However, if any such information should prove to be inaccurate or incomplete in any material respect, Seller may, at its option and by giving written notice thereof to Buyer, make appropriate adjustments to the provisions hereof including, without limitation, prices, schedules and specifications.

   15.            OWNERSHIP.  Unless otherwise specified in this Quotation, Buyer shall not obtain any rights or interests in any patent, copyright, proprietary right, confidential know-how, trademark or process owned by Seller or any other party.  Any and all intellectual property rights, including rights of patent, copyright and trademark, in any reports, drawings, documents, calculations, specifications, confidential know-how, materials, or processes (the “Intellectual Property Rights”) owned or created by Seller and used or embodied in goods or services covered by this Quotation shall remain the sole property of Seller.  Intellectual Property Rights developed by Seller, whether in the provision of goods and services covered by this Quotation or independently thereof, shall belong to Seller.  Any and all rights or title or interest that Buyer or any other party may have or obtain in or to Seller’s Intellectual Property Rights is hereby assigned to Seller and Buyer shall take, or cause to be taken, all necessary or appropriate actions to vest such Intellectual Property Rights in Seller.

   16.            CONFIDENTIALITY.  Buyer shall maintain the confidentially of all designs and specifications and all technical, commercial, financial and other information which Buyer receives from Seller pursuant to this transaction.  Buyer shall not use, copy or communicate such information to others except in the performance of Buyer’s obligations pursuant to this Quotation or as necessary for operation and use of the goods, without prior written consent of Seller.  If Buyer discloses such information to any other party, as permitted by this paragraph 16, Buyer shall secure such party’s written agreement to the same confidentiality restrictions as stipulated herein and shall cause such party to comply with such confidentiality restrictions.

   17.            BUSINESS RELATIONSHIP.  Seller, in providing goods and services to Buyer, is acting only as an independent contractor and under no circumstances shall Seller be deemed to be in any relationship with Buyer carrying with it fiduciary or trust responsibilities, whether through partnership or otherwise.  Unless otherwise specified in this Quotation, Seller shall supervise, manage and direct the provision of all goods and services covered by this Quotation.  Seller does not undertake by this Quotation or otherwise to perform any obligation of Buyer, whether regulatory or contractual, or to assume any responsibility for Buyer's business or operations.  Buyer shall (i) accurately represent goods and services covered by this Quotation, including, without limitation, as to quality, function, purpose and compatibility, (ii) not attempt or purport to create any obligation of Seller with respect to goods, services or otherwise, (iii) not add, remove, obstruct, conceal, change or deface any notice, legend, logo, designation or other mark on, or affixed to, any goods or any packing or other materials provided with goods, (iv) operate, maintain and use the goods only in accordance with, and in a manner anticipated by, applicable design conditions, specifications and operating instructions and (v) market and distribute goods and services only in the form provided to Buyer by Seller.  Buyer shall indemnify, defend and hold Seller harmless from any and all damages, liabilities, costs, and expenses, including without limitation, reasonable attorneys’ fees and expenses, arising out of, under or in connection with any claim, demand, cause of action or other proceeding relating to the conduct of Buyer's business, including without limitation, the acquisition, transfer, operation and/or use of goods and services covered by this Quotation.  This Quotation is not intended to confer any rights or benefits on any third party, including, without limitation, any employee, customer, business associate, creditor or affiliate of Buyer.

   18.            WAIVER.  Waiver or nonenforcement by either Seller or Buyer of a right or privilege with regard to, or of a default by the other of, any term or condition of this Quotation shall not be deemed a waiver of future compliance therewith, and such terms or conditions shall remain in full force and effect.

   19.            ASSIGNMENT.  Buyer shall not assign or transfer its rights or obligations under this Quotation, or any part hereof, without Seller's prior written consent.

   20.            HEADINGS.  The headings contained in this Quotation are for reference purposes only and shall not in any way affect the meanings or interpretations hereof.

   21.            CHOICE OF LAW AND FORUM.  This Quotation shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflict of laws.  The United Nations Convention on the International Sale of Goods shall not be applicable to this transaction.  Any dispute that may arise out of or in connection with this transaction shall be subject to the exclusive jurisdiction of the courts of the State of Texas and the U.S. courts located in such state, and Buyer irrevocably submits to the personal jurisdiction of such courts for purposes of any suit, action or proceeding involving any such dispute.

   22.            ENTIRE AGREEMENT. The Quotation and these terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof.  This Quotation wholly cancels, terminates and supersedes any and all letters, quotes, acknowledgments, bills of lading, agreements and understandings, whether oral or written, between Buyer and Seller with respect to the subject matter hereof, and none shall be incorporated herein or binding unless expressly referenced in this Quotation.  No modification, termination or waiver under this Quotation shall be binding on Seller unless it is in writing and signed by an executive officer of Seller.

   23.            EXPORTS.  If all or any portion of the goods to be provided pursuant to this Quotation are to be exported from the United States, Buyer agrees that such exportation is subject in all respects to, and Buyer shall comply in all respects with, United States and foreign laws with respect to such export and subsequent re-export of such goods.  Seller makes no representation or warranty relative to the export or re-export of such goods.

   24.            SURVIVAL.  All representations, warranties, covenants and indemnities made in this Quotation shall survive the consummation of the transactions contemplated by this Quotation.  Termination of all or any part of this Quotation, for any reason, shall not release Buyer from any liabilities or obligations set forth in this Quotation which (i) expressly survive any such termination or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination.

   25.            SAVINGS CLAUSE.  If any provision of this Quotation is declared or found to be illegal, unenforceable or void, then obligations arising under such provision shall be null and void and each provision not so affected shall be enforced to the full extent permitted by law.

  26.            ARBITRATION.  Any controversy arising out of this transaction shall be finally settled by arbitration.  The arbitration shall be carried out pursuant to the Rules of the American Arbitration Association then in force by one or more arbitrators appointed in accordance with such rules.  The arbitration shall take place in the Dallas / Ft. Worth, Texas metroplex, U.S.A., and the award shall be deemed a State of Texas award.  The English language shall be used in the arbitration proceedings.  The award shall be made and shall be payable in U.S. dollars free of any tax or other deduction.  The award shall include interest from the date of any breach or other violation of this Agreement to the date when the award is paid in full at an appropriate rate of interest fixed by the arbitrators.  Judgment upon the award may be entered in any court of appropriate jurisdiction.