WEIR SLURRY GROUP, INC.

GENERAL CONDITIONS OF SALES

1. QUOTES and PRICES: Prior to Buyers acceptance, Weir Slurry Group,
Inc. (WEIR) may change an outstanding quotation without notice. Prices
are subject to change without notice unless otherwise designated in the
order. Buyer agrees to pay the established prices in effect on the date of
shipment, or if the shipment is made from a business other than WEIR,
the established prices on the date of delivery. Prices are EXW, Incoterms
2010, shipping point unless otherwise agreed.
2. TAXES: The Buyer agrees to pay sales, use, personal property, or
similar tax, and any import-export or similar charges imposed by any
government authority in connection with the order in addition to the
contract price.
3. PAYMENT TERMS: All invoices are due and payable in U.S. dollars
thirty (30) days after the date of the invoice. All past due amounts will
bear interest at one percent (1%) per month on any balance not paid
within such thirty (30) day period, or the highest rate allowed by law,
whichever is less. If default is made in the payment of any sums due to
WEIR, the Buyer agrees to pay all necessary and reasonable attorneys
fees, court costs, and other expenses incurred by WEIR for collection.
Orders exceeding One Hundred Thousand Dollars ($100,000.00) shall
provide for the following progress payments to be made by Buyer (all net
30 days from date of invoice):
(a)
Ten percent (10%) of the total contract price shall be invoiced
within two (2) weeks after award;
(b)
Twenty-five percent (25%) of the contract price shall be invoiced
upon initial submittal of product general arrangement
drawing(s);
(c)
Twenty-five percent (25%) of the contract price shall be invoiced
four (4) weeks after buyers release to manufacture;
(d)
Twenty percent (20%) of the contract price shall be invoiced six
weeks prior to the ship date;
(e)
Twenty percent (20%) of the contract price shall be paid within
thirty (30) days upon notice of readiness to ship.
If Buyer fails to make any payment when due WEIR may declare all
amounts for work completed immediately due and payable and stop all
further work and shipments until payment is made. If requested Buyer
shall provide a payment bond or irrevocable letter of credit in a form
acceptable to WEIR to assure payment.
4. CREDIT: All sales, unless for cash in advance or C.O.D. are subject to
approval by WEIR's credit department. If in WEIRs opinion the credit of
the Buyer becomes unsatisfactory prior to delivery, WEIR may defer
delivery until Buyers credit improves, or, cancel the contract with no
liability. In the event the Buyers business is incorporated after the date of
its credit application, the proprietor, or all partners of the business,
agree(s) that he/they will remain personally liable for the payment of the
account unless a new credit application is submitted for the corporation
and the new credit application is approved by WEIR. When Buyer does not
pay in full upon delivery it is buying the goods on credit and is a debtor of
WEIR. In such cases Buyer authorizes WEIR to prepare and/or file and/or
add additional information as it becomes available (which WEIR in its sole
discretion may deem necessary to create and perfect a security interest)
including but not limited to a security agreement, initial financing
statement, initial financing statement in lieu of a continuation statement,
amendments, and continuation statements, by any means authorized by
law, whether such law is currently in effect or becomes effective after the
execution of this agreement, including electronic filing. Buyer understands
and agrees that by signing, it has authenticated this agreement as a
record and authorizes WEIR to (1) prepare and file such record(s) without
the signature of Buyer, (2) file such writing bearing any general, generic or
super-generic description of the collateral authorized by the applicable
code and (3) file any future records, which shall be deemed authenticated
(as defined in the applicable commercial code) by Buyer.
5. PRODUCTION: Production of all items will be at times and in lots and
quantities most convenient to the manufacturing process, with shipments
to be as noted on the purchase order.
6. CHANGES: WEIR shall not implement any changes in the scope of work
unless Buyer and Seller first agree in writing to the details of the change
and any resulting price, schedule or other contractual modifications. Any
change to any law, rule, regulation, order, code, standard or requirement
which requires any change hereunder shall entitle Seller to an equitable
adjustment in the prices and any time of performance.

7. CANCELLATION: Buyer's cancellation, in whole or in part, shall be

subject to a cancellation charge in the amount of ten percent (10%) of the
total contract price, plus an amount equal to the direct expenses and
indirect damages incurred by WEIR as a result of the cancellation. Buyer
shall pay the cancellation charge within thirty (30) days of notice of
cancellation.
8. FORCE MAJEURE: WEIR shall not be responsible for any delay or
failure to make delivery which is occasioned by causes beyond its control,
including but not limited to fires, floods, strikes, labor disputes, accident,
embargoes, sanctions, delays or interruptions of transportation, material
or labor shortages, failure to obtain delivery from manufacturers or
subcontractors, or by any ruling, action, regulation, or law of any
governmental bureau or agency. Delays shall not release the Buyer from
its obligation to accept and pay for goods.
9. DELIVERY, TITLE, and RISK OF LOSS: Delivery shall be at WEIRs
shipping point. Title to goods shall remain vested in WEIR and shall not
pass to Buyer until the purchase price for the goods has been paid in full
and received by WEIR. Risk of loss, however, shall pass to Buyer upon
delivery. Buyer shall pay for all storage and insurance costs if delivery is
deferred at its request. Buyer shall be responsible for insurance on all
shipments of Products and WEIR shall not insure beyond delivery unless
specifically agreed to in writing and shall be subject to a pre-paid change
order. Buyer shall make all claims relating to the transport of WEIR
Products against the freight carrier. The time of shipment is subject to
prior orders and is contingent upon prompt receipt of information and
required approvals from Buyer so as to permit WEIR to undertake final
design, engineering, and production of the Products. WEIR reserves the
right to make delivery of and invoice any orders either as a whole or
progressively and to affect delivery at its convenience at any time within
the period scheduled by WEIR for the delivery of the order.
10. LIMITED WARRANTY: (a) Warranty: Subject to these limitations
Seller warrants to Buyer that Goods manufactured by Seller shall be free
from defects in material and workmanship, and that Seller will perform its
services in a competent and diligent manner in accordance with any
agreed specifications.
(b) Warranty Period: WEIR warrants that new goods manufactured by
WEIR shall be free of defects in material and workmanship for a period of
one (1) year from the date of shipment; and goods repaired or refurbished
for something other than ordinary wear and tear shall be free of defects in
material and workmanship for a period of three (3) months from their date
of shipment of the repaired item to the Buyer. Products or subassemblies
of products Buyer hired WEIR to refurbish due to ordinary wear and tear
shall be free of defects in material and workmanship for a period of one
(1) year from the date of shipment of refurbished products or
subassemblies back to Buyer. (the Warranty Period). Continued use or
possession of a good after the end of the Warranty Period, or no warranty
claim made on a service, shall be conclusive evidence that the Limited
Warranty has been fulfilled to the full satisfaction of Buyer, unless Buyer
has previously provided WEIR with notice of a warranty claim. The
warranty for services shall be for three (3) months from the time of
service (Warranty Period);
(c) Repair: For goods, WEIR shall repair or replace, at its option, any good
found to be defective during the warranty period, EXW Madison,
Wisconsin, or a repair facility designated by WEIR. WEIRs sole obligation,
and Buyers sole remedy, shall be this repair or replacement. Buyer must
return defective goods or parts freight prepaid for inspection to an
authorized service center designated by WEIR. Buyer shall provide access
to the items to be repaired or replaced and remove any materials or
structures necessary to provide free and clear access, as well as supply
any necessary equipment, and bear the costs of access (including removal
and replacement of systems, structures or other parts of Buyers facility),
de-installation, decontamination, re-installation, and transportation of
Goods to WEIR and back to Buyer. WEIR will deliver replacements for
defective goods to Buyer prepaid to the delivery destination provided by
the original order. Repaired or replaced parts or goods and re-performed
services shall remain under warranty for the unexpired portion of the
original Warranty Period as warranty work shall not extend the Warranty
Period. In order to prevent re-use of a defective part as a spare, all parts
replaced (or an entire good if replaced in its entirety) under this limited
warranty may, at WEIRs option, become the property of WEIR in exchange

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Sales and Marketing Form #11A Rev 8
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WEIR SLURRY GROUP, INC.

GENERAL CONDITIONS OF SALES
for the replacement part or good. If WEIR determines that any warranty
claim is not, in fact, covered by this limited warranty, Buyer shall

pay WEIR its then customary charges for its labor, repair, or replacement
efforts. For services, WEIR will re-perform the services to the extent
necessary to correct the warranty problem. No payment or allowance will
be made to Buyer for warranty work to a good by anyone other than WEIR
without WEIR's prior written approval.
(c) Conditions: These warranties and remedies are conditioned upon (a)
Buyer promptly providing written notice of such defect to WEIR, (b) the
good having been operated in accordance with WEIRs instructions, (c) the
Buyer having made no unauthorized modifications to the good, (d) the
good being decontaminated to WEIR's satisfaction before warranty work
begins, (e) the proper storage, installation, operation, and maintenance of
the goods, (f) the keeping of proper operation and maintenance records
during the Warranty Period and providing WEIR access to those records,
and (g) Buyer not being in default of any payment obligation to WEIR. Any
modification or repair (other than routine maintenance repairs) of any of
the Goods not authorized by Buyer shall void the warranty.
(d) Exclusions: WEIR does not warrant components not manufactured by
WEIR. Non-warranted items include, but are not limited to, electric
motors, gear reducers, "V" belt drives, other drives, couplings, mechanical
seals, valve actuators, solenoid valves, limit switches, and proximity
switches, etc. Any warranty provided by the manufacturer or supplier of
such components shall be and hereby is assigned by WEIR to Buyer
without recourse against WEIR. The following are specifically not covered
under warranty: The foregoing warranty does not apply to a defect caused
or contributed to by: (a) abrasive materials, corrosion, lightning, improper
voltage supply, mishandling or misapplication, normal wear and tear due
to operation or environment, or accident; (b) parts which are normally
consumed in operation, or have a normal life shorter than the Warranty
Period; (c) alterations or repairs (other than normal and ordinary repairs)
carried out without prior written approval of
WEIR; (d) storage,
installation, use or maintenance, which is not in accordance with WEIRs
instructions or is otherwise improper; use of equipment or parts for a
purpose other than that for which they are intended; (e) installation by
someone other than, or authorized by, WEIR; (f) use of goods after Buyer
was aware or should have become aware of a defect; (g) information,
drawings, chart interpretations, technical specifications, or instructions
provided by Buyer to WEIR; (h) preventative maintenance items such as
specified adjustments, loose fittings, and lubrication; seals, plungers,
valving or packing materials in equipment exposed to corrosive fluids or
unusual temperatures and/or pressures; (i) damage from abuse, accident,
neglect, or failure to follow the specified preventative maintenance
program or operating instructions; (j) any work performed on the good
during the warranty period without WEIR's approval; (k) normal wear and
tear; and (l) shipping damage (claims must be made with freight carrier;
Buyer has a duty to inspect all equipment at the point of delivery to the
freight carrier).
(e) THIS ARTICLE PROVIDES THE EXCLUSIVE REMEDIES FOR ALL CLAIMS
BASED ON FAILURE OF OR DEFECT IN A GOOD OR SERVICE, WHETHER
THE FAILURE OR DEFECT ARISES BEFORE, DURING, OR AFTER THE
APPLICABLE WARRANTY PERIOD AND WHETHER A CLAIM, HOWEVER
DESCRIBED, IS BASED ON CONTRACT, WARRANTY, INDEMNITY, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND IS
SUBJECT TO ALL LIMITATIONS OF LIABILITY FOUND IN THESE TERMS
AND CONDITIONS.
(f) OTHER THAN THIS LIMITED WARRANTY, WEIR MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PURPOSE.
11. INDEMNITY FOR UNSAFE APPLICATION OF PRODUCTS and
IMPORT/EXPORT VIOLATIONS: The Buyer is responsible for the safe
use of WEIRs products. The Buyer agrees to instruct and inform all
persons installing, operating, or servicing WEIRs products concerning the
safe use of the WEIRs products, and to maintain all safety warning plates
or labels on WEIRs products in good condition to safeguard against
injuries to persons or property. The Buyer agrees to indemnify, defend,
and hold harmless WEIR for any claims, losses, or expenses, including
reasonable attorneys fees, arising out of any injury to any person or
damage to any property caused by a) the Buyers breach of the

agreements contained in this paragraph, and b) arising out of any

misrepresentation by or on behalf of Buyer or any violation by Buyer
(including any subsequent purchasers or transferees and/or any of their

agents, brokers, forwarders or representatives) of any applicable import or

export laws or regulations, including without limitation those of the US,
Canada, UK, and EU.
12. GENERAL INDEMNITY: WEIR shall indemnify, defend and hold
Buyer harmless from any claim, cause of action or liability incurred by
Buyer as a result of third party claims for personal injury, death, or
damage to tangible property, to the extent caused by WEIR's negligence.
WEIR shall have the sole authority to direct the defense of and settle any
indemnified claim. WEIRs indemnification is conditioned on Buyer (a)
promptly, within the Warranty Period, notifying WEIR of any claim, and (b)
providing reasonable cooperation in the defense of any claim.
13. AUXILIARY EQUIPMENT OF BUYER: If Buyer provides auxiliary
equipment and/or other goods in connection with manufacturing,
assembling, refurbishing, or repairing goods, Buyer shall indemnify WEIR
for any loss to them.
14. NATURE OF DRAWINGS AND DESCRIPTIVE MATERIALS: All
weights, measurements, process capacities and other particulars of WEIR
Products are approximate only and minor deviations shall not be the basis
of any claim. A maximum of six (6) prints will be furnished at no charge.
Special drawing sizes, additional copies, and/or specifications are subject
to quotation at time of request. WEIR reserves the right to change or
modify the design and construction of any equipment in order to
incorporate improvements or to substitute material equal or superior to
that originally specified.
15. CONFIDENTIALITY: All of WEIR's drawings, specifications and
written information included in WEIR's quotation and contract, and all
information otherwise supplied by WEIR to Buyer relating to the
capabilities, operation, and maintenance of WEIR Products are the
confidential property and information of WEIR. Buyer covenants and
agrees to not disclose such to others or allow others to use such without
WEIR's prior written consent, except as may reasonably be required for
Buyer to obtain service for the goods.
16. APPLICABLE LAW: All orders shall be governed by and construed in
accordance with the laws of the State of Wisconsin without regard to its
conflicts of laws principals. Venue shall be in Dane County, Wisconsin. The
application of the United Nations Convention on Contracts for the
International Sale of Goods is excluded. The parties agree to mediate any
dispute before resorting to the courts. The mediation will be conducted in
accordance with the states alternative dispute resolution statute with each
party bearing its own costs and sharing the cost of the mediator equally.
17. WAIVER: Forbearance or failure of WEIR to enforce any of these
conditions or to exercise any right will not affect or impair its rights, nor
shall such forbearance be deemed a waiver of it rights in the event of a
future default by Buyer.
18. ELECTRONIC COMMERCE: The parties agree to conduct business
electronically.
19. LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING
ELSE IN THE AGREEMENT TO THE CONTRARY, WEIR SHALL NOT BE
LIABLE, WHETHER IN CONTRACT, WARRANTY, FAILURE OF A
REMEDY TO ACHIEVE ITS INTENDED OR ESSENTIAL PURPOSES,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY,
OR ANY OTHER LEGAL THEORY FOR INDIRECT, SPECIAL,
LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES; CLAIMS BY COMPANY FOR ITS
CUSTOMERS DAMAGES; OR ANY OTHER LOSSES OR COSTS OF
SIMILAR TYPE, EVEN IF THE COMPANYS REMEDIES FAIL OF THEIR
ESSENTIAL PURPOSE. WEIRS AGGREGATE LIABILITY FOR ALL
CLAIMS ARISING OUT OF OR RELATED TO GOODS OR SERVICES,
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE
TOTAL VALUE OF THE ORDER UNDER WHICH THE CLAIM AROSE,
EVEN IF THE BUYERS REMEDIES FAIL OF THEIR ESSENTIAL
PURPOSE.

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WEIR SLURRY GROUP, INC.

GENERAL CONDITIONS OF SALES
20. ENTIRE AGREEMENT:
These conditions supersede all other
conditions and provisions and are the parties entire agreement. Any
additional terms and provisions are expressly rejected by WEIR.

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