Scheduling of Services

If a one-week notification of services is not requested and Company is requested to respond within a 48-hour notice, a 25% adder will be placed on the invoice. When the Buyer provides written notice for scheduled service dates, Company will advise promptly whether the project can be staffed accordingly, and if not, will advise the nearest date in which services can be performed.

Payment

Unless otherwise stated, terms of payment are net 30 days and shall be paid to 51 Power Services in U.S. Dollars at the corporate office address as stated on the invoice. If Buyer fails to meet Companies credit requirements, company reserves the right to alter terms of payment. Terms of payment for orders over $25,000.00 shall be made according to the following: 1. Twenty-five percent (25%) of order value will be invoiced at time of order acknowledgement and the remaining balance will be invoiced according to quoted terms.

For large scale disasters, additional payment terms will be negotiated. For payments that are not received within the agreed upon term of net payment due, 51 Power Services will invoice an additional 1.5% for every 30 days or fraction thereof or the highest legal rate on the unpaid balance, that the payment has not been received and this will be accumulative until payment is received in total, including escalation charges.

For services that are billed on a time and material basis and extend beyond one-week, Company will bill accordingly for progress payments. All pricing excludes Federal, state or local property, license, privilege, sales, service, use, excise, gross receipts or other like taxes which may now or hereafter be applicable to, measured by or imposed upon or with respect to the furnishing of the products and services.

Termination and Cancellation

Any order may be terminated by the Buyer only by written notice and upon payment of reasonable termination charges, including all costs, plus profit. Company shall have the right to cancel any order at any time by written notice if Buyer breaches any of the terms hereof, becomes the subject of any proceeding under state or federal law for the relief of debtors, or otherwise becomes insolvent or bankrupt, generally does not pay its debts as they become due or makes an assignment for the benefit of creditors.

Warranty for Services

Company warrants that the services performed by it hereunder will be performed in accordance with generally accepted professional standards. For any services that do not conform, shall be corrected by Company upon notification in writing by the Buyer within one (1) year after completion of services. Company assumes no responsibility with respect to the suitability of the Buyer’s, or its customer’s, equipment or with respect to any latent defects in equipment not supplied by Company.

This warranty does not cover damage to Buyer’s, or it’s customer’s, equipment, components or parts resulting in whole or in part from improper maintenance or operation or from their deteriorated condition. Buyer will, at its cost, provide Company with unobstructed access to the defective Services, as well as adequate free working space in the immediate vicinity of the defective Services and such facilities and systems, including, without limitation, docks, cranes and utility disconnects and connects, as may be necessary in order that Company may perform its warranty obligations. The conducting of any tests shall be mutually agreed upon and Company shall be notified of, and may be present at, all tests that may be made.

All warranty work shall be performed in a single shift straight time basis Monday through Friday. In the event that the study requires correction of warranty items on an overtime schedule, the premium portion of such overtime shall be for the Buyer’s account.

Warranty for Power Systems Studies

Company warrants that any power systems studies performed will conform to generally accepted professional standards. Any portion of the study, which does not so conform, shall be corrected by Company upon notification in writing by the Buyer within six (6) months after completion of the study. All warranty work shall be performed in a single shift straight time basis Monday through Friday. In the event that the study requires correction of warranty items on an overtime schedule, the premium portion of such overtime shall be for the Buyer’s account.

Insurance & Indemnification

Company shall maintain in effect, at its own expense, insurance of the types (including reasonable endorsements) and with respective limits of the amounts required by Buyer (including but not limited to liability and property damage insurance and worker’s compensation insurance) and shall furnish Buyer with certificates of insurance issued by a financially sound insurance company acceptable to Buyer as evidence of the required insurance, naming Buyer as an additional insured. Company will indemnify, hold harmless from and against claims of Company’s personnel for personal injury, death, or property damage to the extent caused directly and solely by the intentional or negligent acts of Company’s personnel while on Buyer’s premises but not to any such losses resulting from the implementation of any recommendations, conclusions, or advise rendered in connection with the service performed under this agreement. Buyer shall indemnify, hold harmless and defend Company and its employees and/or agents from and against any and all claims, damages, liabilities, costs or losses (including, without limitation, reasonable attorneys’ fees and court costs) arising from Buyer’s or its employees and/or agents breach of this Agreement and/or any acts or omissions of Buyer or its employees and/or agents causing injury or death to any person or damage or destruction to any real or personal property. Should Buyer engage any other party to perform work, Buyer shall assume full responsibility for their acts and omissions and require that all such parties agree to be bound by the terms of this Agreement before performing any work of the Buyer. The total cumulative liability of Company arising from or related to this agreement whether the claims are based in contract, in tort (including negligence or strict liability) or otherwise, shall not exceed the price of the product or services on which such liability is based or other theory for loss of profits or revenue, loss of use of equipment or technology, damage to other tangible property of Buyer or third-parties, cost of capital, cost of temporary power or equipment or services, downtime costs, delays, or claims of customers or third parties, or for any special, indirect, incidental or consequential damages.

Force Majeure and Liquidated Damages

Company shall not be liable for failure to perform or delay in performance due to fire, flood, strike or other labor difficulty, act of God, act of any governmental authority or of the Buyer, riot, terrorism, embargo, fuel or energy shortage, car shortage, wrecks or delays in transportation, or due to any other cause beyond Company’s reasonable control. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay. Company will not accept any kind of liquidated damage agreement and/or clause nor penalties, unless approved in writing by an authorized representative of Company.

Product Returns

If products are requested to be returned, Company must agree and subject to terms as specified by Company. Before returning items to Company, seek proper authorization and shipping instructions from Company. When return is authorized and due to Company error, proper credit will be allowed.

Arbitration

For any unresolved claim and/or dispute in excess of $25,000.00 arising out of or relating to this agreement, shall be submitted to binding arbitration with one arbitrator and discovery being allowed in accordance with the Texas Rules of Civil Procedure, in Fort Worth, Texas, under the Commercial Arbitration Rules of the American Arbitration Association then in effect.

Freight

Unless otherwise quoted or stated, all product shipments are F.O.B. shipping point. All transportation charges incurred are the responsibility of the buyer. Shipment and Routing, Company shall select the point of origin of shipment, the method of transportation, the type of carrier equipment and the routing of the shipment. If the Buyer specifies a special method of transportation, type of carrier equipment, routing, or delivery requirement, Buyer shall pay all special freight and handling charges. Risk of Loss Risk of loss or damage to the Products shall pass to Buyer at the F.O.B. point. Concealed Damage Except in the event of F.O.B. destination shipments, Company will not participate in any settlement of claims for concealed damage.

When shipment has been made on an F.O.B. destination basis, the Buyer must unpack immediately and, if damage is discovered must: 1) Not move the Products from the point of examination, 2) Retain shipping container and packing material, 3) Notify the carrier in writing of any apparent damage, 4) Notify Company representative within 72 hours of delivery, and 5) Send 51 Power Services a copy of the carrier’s inspection report.