Cities Index.
Attachment 4. Frazer, Ltd. Customer Quote

Rialto City Council
September 22, 2026

Document
Attachment 4. Frazer, Ltd. Customer Quote
Meeting
September 22, 2026
Body
Rialto City Council
Pages
12
Original file
384 KB
Text extracted from the city's file for reading and search. Open the original on legistar.granicus.com. That file is the official record.

Customer Quote
9/10/2026 4:05:20 PM
Estimate No: Z5515-0001
Quote Date: 9/4/2026
Expiration Date: 10/19/2026
Salesperson: HB
Payment Terms: Due on Delivery
Invoice To: Deliver To:

Rialto Fire Department
131 Willow Avenue
Rialto CA 92376
US
Order Instructions:

TERMS:

The unit will be invoiced approximately 30 days prior to vehicle completion and is due upon acceptance of the completed unit, unless alternate terms have been approved in writing.

All ownership documentation—including the Manufacturer’s Statement of Origin (MSO), Buyer’s Order, and delivery paperwork—will be held until full payment of all open invoices has been received. This won’t delay you from inspecting or taking delivery—but you won’t receive the paperwork until payment is complete.

TERMS:

A progress payment for the chassis portion will be invoiced upon arrival at the dealership and is due within 30 days of the invoice date. The remaining balance will be invoiced approximately 30 days prior to vehicle completion and is due upon delivery of the completed unit, unless alternate terms have been approved in writing.

POLICY ON CUSTOMER PROVIDED ITEMS INSTALLATION:

To ensure optimal performance and longevity of installed equipment, we require that all customer-provided items be new in the box, with the following exceptions: cot retention systems, Knox MedVaults, and Knox KeySecures. In the event that a used cot retention system is provided, it must be accompanied by a new floor plate, wiring harness, and mounting hardware to guarantee functionality and safety. Failure to provide new in the box items, as requested, may result in the equipment not being installed and returned loose with the completed vehicle.

All customer provided items must be at Frazer 60 days prior to the projected production start date. This allows us time to inventory and inspect all items prior to production beginning. Failure to provide the items on time, as requested, may result in the equipment not being installed and returned loose with the completed vehicle.

No. Item Qty U/M: Unit Price Net Amount
1 MODULE 7.00 EA $ 306,750.00 $ 2,147,250.00
Configurable Module
2 CHASSIS 7.00 EA $ 84,250.00 $ 589,750.00
2027 Ford F-550 Diesel 4x2
This chassis price is derived from the latest information provided by Ford. The exact pricing details will not be available until the chassis physically arrives at the dealership, at which juncture adjustments to this price may be made. In the event of any price adjustment, you will receive written notification detailing the changes.
3 DELIVERY 10,500.0
0 M $ 5.35 $ 56,175.00
Delivery Rialto, CA Optional (7x)
Frazer will accept returns on parts up to 180 days after shipment. No restocking fee will be charged if the item is returned within 90 days of the original invoice date. All parts returns should be shipped back freight prepaid and require prior approval with a “Returns Material Authorization” (RMA) clearly displayed on the exterior of the shipping package. A credit will be issued towards the customer's account within approximately 7 business days of receipt of the item. If a part is returned after 90 days of the original invoice date a 15% restocking fee will be applied. Frazer Ltd reserves the right to accept returned items at its sole discretion based upon the condition of the item to be placed back into stock. :

SUG
dbutts
Frazer, Ltd. Page of 1 2
Customer Quote
9/10/2026 4:05:20 PM
Estimate No: Z5515-0001
Quote Date: 9/4/2026
Expiration Date: 10/19/2026
Salesperson: HB
Payment Terms: Due on Delivery
Order Instructions:

No. Item Qty U/M: Unit Price Net Amount
4 SpecDoc 1.00 EA $ 0.00 $ 0.00
Configurable item to create the SpecDoc
5 HGAC-NEW 1.00 EA $ 1,000.00 $ 1,000.00
Contract No. AM10-23
6 CONTINGENCY 7.00 EA $ 10,000.00 $ 70,000.00
Customer Contingency Fund
Remit To:

Frazer, Ltd.
1410 Gillingham Lane
Sugar Land TX 77478
Sale Amount:

Order Disc( 0.0000%):

Surcharge:

Sales Tax:

Misc Charges:

Total Amount:
2,864,175.00

0.00 N/A
210,600.00

0.00 3,074,775.00
Frazer will accept returns on parts up to 180 days after shipment. No restocking fee will be charged if the item is returned within 90 days of the original invoice date. All parts returns should be shipped back freight prepaid and require prior approval with a “Returns Material Authorization” (RMA) clearly displayed on the exterior of the shipping package. A credit will be issued towards the customer's account within approximately 7 business days of receipt of the item. If a part is returned after 90 days of the original invoice date a 15% restocking fee will be applied. Frazer Ltd reserves the right to accept returned items at its sole discretion based upon the condition of the item to be placed back into stock. :

SUG
dbutts
Frazer, Ltd. Page of 2 2

Page 1 of 12 ends

For your convenience, all pricing has been itemized below per quote Z5515-0001 for Rialto Fire Department Base Module $ 178,875.00
Chassis Exterior $ 35,375.00
Module Exterior $ 65,400.00
Chassis Interior $ 3,975.00
Module Interior $ 23,125.00
Total $ 306,750.00
Items included in above totals:

1. Pricing Model Year: 2026 $

2. Type I - Truck Front End with Modular Body 14' Module - Side Entry Door Forward of Front I/O Configuration
$ 7,375.00

3. This is a CAAS GVS v4.0 2025 Unit $ incl

Chassis Exterior:

4. Heat Shielding for Diesel Chassis $ 2,450.00

5. 2 Chassis Keys Provided $ incl

6. Chassis Paint Layout: Paint All Two Tone - Black Paint Code TBD and Red Paint Code TBD
$ 8,925.00

7. Chassis : 2027 Ford F-550, Diesel, 4x2, Regular Cab, 108" Cab to Axle, Z1 - Oxford White
$ incl

8. Suspension: LiquidSpring $ 18,550.00

9. Camera System: Ford OEM Back-up Camera System $ 875.00

10. Wheel type: Painted Steel Wheels Frazer Black (FLNA 4123) $ 2,925.00

11. Road Force Elite tire and wheel balancing $ incl

12. Chassis Steps: Luverne Running Boards $ 1,650.00

13. Grille Guard: Grille Guard with Wraparounds $ incl

14. Passenger's side Grille Light: Whelen M4 Red Light $ incl

15. Driver's side Grille Light: Whelen M4 Red Light $ incl

16. Passenger's side Intersect Light: Whelen M4 Red Light $ incl

17. Driver's side Intersect Light: Whelen M4 Red Light $ incl

Chassis Exterior Subtotal $ 35,375.00

Module Exterior:

18. Ceramic Thermal Coating on Module Roof - Roof Will be White $ incl

19. Module Paint Layout: Two Tone - Black Paint Code TBD and Red Paint Code TBD $ 5,625.00

20. Anti-Corrosion/Weatherproof Package $ incl

Page 2 of 12 ends

21. Treadbrite Option: Black-Out Package, with all diamond plating (treadbrite) powder- coated black and rear bumper coated with black bedliner $ 2,300.00

22. Solid Color Conspicuity Squares on Entry Doors $ 550.00

23. Solid Color Conspicuity Strips on Compartment Doors $ 325.00

24. Body Drop on the Passenger's Side Forward of Rear Wheels $ incl

25. GPS and GTT Opticom $ 11,675.00

26. Opticom Switching: On with Primary and Cut-off with park $ incl

27. Whelen TAM85 Traffic Advisor $ 2,275.00

28. Shore Power: Single 30 Amp auto eject w/ Red cover on Driver's Side Wall $ 800.00

29. Pigtail/Plug Option: Pigtail $ incl

30. Coax 1: Run coax from location 1 to Chassis $ incl

31. Coax 2: Run coax from location 2 to Electrical Compartment terminated to GPS and GTT Opticom
$ incl

32. Coax 3: Run coax from location 3 to Electrical Compartment $ incl

33. Coax 4: Run coax from location 4 to Electrical Compartment $ incl

34. UNOC #1343 - Furnish and install rear wall conspicuity, <color TBD> base with <color TBD> overlay, typically included with graphics package, but graphics package not selected in CPQ
$ 2,025.00

35. UNOC #2655 - Furnish and install Safety Vision 6-camera system (per Quote #), including the following components:
- 4112-HVR recorder in electrical compartment
- 2TB hard drive
- passive GPS
- UPS back-up battery
- 7" touch screen monitor with event button, mounted in standard windshield location *AHD Camera locations:
1/2. Forward-facing and Cab-facing dual

3. In-module, mounted in standard rear location

4. On D/S of module exterior

5. On P/S of module exterior

6. Rear-facing on exterior rear wall

THIS WILL BE NON-RECORDING
$ 6,275.00

36. Front Scene: Whelen Pioneer Plus Dual Panel LED (Recessed) $ 3,025.00

37. Front Wall Light Layout: Lower 5 Lights $ incl

38. Front Wall Light #1: Whelen M6 Red Light $ incl

39. Front Wall Light #2: Whelen M6 Red Light $ incl

40. Front Wall Light #3: Whelen M6 Red Light $ incl

Page 3 of 12 ends

41. Front Wall Light #4: Whelen M6 Red Light $ incl

42. Front Wall Light #5: Whelen M6 Red Light $ incl

43. Front Wall Driver Side Box Light: Whelen M9 Red Light $ 250.00

44. Front Wall Passenger Box Light: Whelen M9 Red Light $ 250.00

45. Driver Wall Front Box Light: Whelen M9 Red Light $ 250.00

46. Driver Wall Rear Box Light: Whelen M9 Red Light $ 250.00

47. Driver Wheel Well Light: Whelen M6 Red Light $ incl

48. Side Scene Lights: Frazer Standard Whelen M9 Chrome Housing $ incl

49. O2 Compartment Style: 76" O2 Standup $ incl

50. O2 Cylinder Bracket Type: Ratchet Straps for H Cylinder $ incl

51. O2 Regulator - Ship Loose $ 325.00

52. Intermediate Compartment Style: Intermediate with Divider and Adjustable Shelf $ 400.00

53. Electrical Compartment Style: Taller Electrical Compartment $ incl

54. Power Source: MEPS $ 22,600.00

55. Dometic Self-Contained A/C: Includes Exhaust Fan, Air Deflectors and Supplemental Condenser Fan
$ incl

56. Rear Storage Compartment Style: Rear Storage with Flatbars for SCBA Brackets $ 400.00

57. Module Window Option: Sliding Window $ incl

58. Upper Rear Wall Light Layout: 3 Across $ incl

59. Upper Light #1: Whelen M6 Load Light $ incl

60. Upper Light #2: Whelen M6 Amber Light $ incl

61. Upper Light #3: Whelen M6 Load Light $ incl

62. Lower Light #1: Whelen M6 Brake/Tail/Turn Red Light $ incl

63. Lower Light #2: Whelen M6 Brake/Tail/Turn Red Light $ incl

64. Lower Light #3: Whelen M6 Red Light $ incl

65. Lower Light #4: Whelen M6 Red Light $ incl

66. Rear Wall Driver Box Light: Whelen M9 Red Light $ 250.00

67. Rear Wall Passenger Box Light: Whelen M9 Red Light $ 250.00

68. Rear Backboard Options: No Shelf $ incl

69. Lower BTTs: 2 M6 Lights on each side $ 1,150.00

70. Rear Bumper $ incl

71. Door Grabbers $ incl

72. License Plate Light $ incl

Page 4 of 12 ends

73. Passenger Wall Front Box Light: Whelen M9 Red Light $ 250.00

74. Passenger Wall Rear Box Light: Whelen M9 Red Light $ 250.00

75. Passenger Wheel Well Light: Whelen M6 Red Light $ incl

76. Passenger Scene Light Activated with Side Entry Door $ 525.00

77. Interior Step Option: Double Step Well $ incl

78. Side Entry Step Well Threshold: All Black Non-Skid $ incl

79. Passenger Rear Compartment Style: Passenger Side Storage Compartment $ incl

80. UNOC #3665 - Furnish and install custom, wider front I/O compartment with double exterior doors; frame opening 45-5/8" W x 51-5/8" H:
- Outside only space below floor will be full width, but may not be full depth due to forward liquid spring bracket.
- Custom I/O cabinet with standard width and height, but with center strut supports removed
- Back of cabinet opened up to accommodate double compartment doors - Custom I/O shelf, reinforced to compensate for removal of cabinet center struts. $ 3,125.00

Module Exterior Subtotal $ 65,400.00

Chassis Interior:

81. Siren Speakers: Whelen SA 315 Speakers $ incl

82. Tap-2 on Primary Siren $ incl

83. Siren Option: Whelen C9 Siren in Console $ incl

84. Mic 1 shipped loose $ incl

85. HAAS Alert System: HAAS Alert Responder to Vehicle - 3 Year Sub $ incl

86. Slot 1: Single Slot Switch Panel $ incl

87. Slot 2: Siren 1 $ incl

88. Slot 3: Radio Plate: 7 L X 2 W opening dims Item ID 22667 $ incl

89. Slot 4: Traffic Advisor Head $ incl

90. COMP OPEN / DOOR OPEN Warning Buzzer $ 425.00

91. COMP OPEN / DOOR OPEN Red Warning Light on Driver side of siren plate on console
$ 575.00

92. Console Switch Layout : Primary - Secondary - Front Scene - Blank - Side Scene (Driver's Side) - Side Scene (Passenger's Side) - Rear Load - Interior Lights - Blank -
$ incl

93. New Armrest $ 400.00

94. Console Layout: 4-Slot Console $ incl

95. Floor in Front of Console: Gamber Johnson Heavy Dual Cup Holder $ 325.00

96. Chassis Rear Wall: 3 High Glove Box Holder $ 400.00

Page 5 of 12 ends

97. Secure-Idle Anti-Theft System $ 1,050.00

98. UNOC #297 - Install customer provided radio equipment in chassis:
- Motorola APX6500 radio base in electrical compartment; wired battery hot - Antenna <location? Module roof? Chassis roof?>
- Motorola APX6500 radio head in console slot #3
- 15' or 30'?> long radio control cable
- Mic on P/S of console slot 1
- Speaker on front of console
$ 800.00

Chassis Interior Subtotal $ 3,975.00

Module Interior:

99. Protek Cushions $ incl

100. Gunmetal Grey Interior $ incl

101. Stainless Steel Countertops $ incl

102. Stainless Steel Grab Rails $ incl

103. 5 lb. ABC Fire Extinguisher with SAE Compliant Bracket Shipped Loose and Included with New Build
$ incl

104. 5 lb. ABC Fire Extinguisher with SAE Compliant Bracket: Ship Loose with Fire Extinguisher Compliance Guidelines
$ 225.00

105. Stacked Cabinet with Medvault Opening $ 2,025.00

106. Aluminum door with non-locking knob at Medvault area $ 375.00

107. (2) Glove Box Holders on the Front Wall $ 550.00

108. EXCEPTION TO STANDARD: Standards Compliant Module Heater Declined.

Customer understands the benefits of the auxiliary patient compartment heater, and that it is a required feature to meet heating requirements in certain weather conditions.

Customer has approved waiving this option and understands that not meeting these requirements will result in the unit being Compliant With Exception. $ incl

109. Location 1: 4 Switch w/Thermostat $ incl

110. Location 2: Double O2 Outlet $ incl

111. Location 3: Dual USB receptacles $ 400.00

112. Location 4: Blank $ incl

113. Location 6: Suction $ incl

114. Location 7: Quad 120 VAC $ incl

115. Location 8: Blank $ incl

116. Location 9: Blank $ incl

Page 6 of 12 ends

117. Action Wall Switch Layout : Interior Lights; Dimmer; Ventilation Fan; Blank; $ incl

118. Action Wall Cladding Trash Can and Bracket $ 300.00

119. Technimount LP-35 Monitor Mount (Heavy Duty) on the Action Wall Countertop $ 2,650.00

120. Sharps Container at Action Wall $ incl

121. New Action Wall Acrylic Holder $ incl

122. Double CPR Seat $ incl

123. 4pt Harness with a Valor Cushion at the CPR Seat $ 2,450.00

124. Cabinet Above CPR Seat $ 800.00

125. Cabinet Aft CPR Seat $ 1,500.00

126. Rear Door Switch Layout : Blank; Blank; Dump/Bypass (Suspension); Rear Load; $ incl

127. UNOC #2598 - Furnish and install (2) single glove box holders on rear doors, (1) on each door, partially recessed.
$ 850.00

128. New Protek Cushions at Squad Bench $ incl

129. Two Seating Positions at the Squad Bench - 1 and 3 $ incl

130. Harness Type for Seat Position 1: 6pt Harness $ 875.00

131. Harness Type for Seat Position 3: 6pt Harness $ 875.00

132. New 22 Pocket Acrylic Holder and New Sharps Container at Squad Bench $ 1,350.00

133. Triple Squad Bench Cabinet $ 1,500.00

134. Trashcan With Lid at the Head of the Squad Bench $ incl

135. O2 Outlet Above the Front I/O $ incl

136. Door Forward Front I/O with Hospital Grade Power Strip with Cargo Netting $ incl

137. 2 High "D" Cylinder Holder in the Front I/O $ 325.00

138. Duplex Outlet Above the Front I/O $ incl

139. UNOC ???? - Relocate O2 outlet on squad bench wall toward seating position #1. $ incl

140. Single O2 Outlet in Ceiling Raceway $ 550.00

141. IV Hanger on Ceiling Raceway $ incl

142. Driver and Passenger Side Stainless Steel Ceiling Grab Rails for 14' Unit $ 475.00

143. IV Hanger on Squad Bench Ceiling $ incl

144. Rear Headknocker Options: No Clocks or Speakers $ incl

145. Stryker cot tower only ( no antler and bar ) $ incl

146. Customer Provided Stryker Power-LOAD - Gen 2 (floor track, power harness, carriage and trolley)
$ 2,700.00

147. Loncoin II Onyx Floor $ incl

148. Captain's Chair Type: Captain's Chair with Child Safety Seat and 4pt. Harness $ 1,150.00

Page 7 of 12 ends

149. Customer Provided Items Processing Fee $ 1,200.00

Module Interior Subtotal $ 23,125.00

Page 8 of 12 ends

Last edited by dbutts on September 10 2026
Email this quote along with your PO
to Herbert Brady at [email protected]
Remit To:

Frazer, LTD
7219 Rampart St.

Houston, Texas 77081
USA
Standard Terms and Conditions
INVOICING AND PAYMENT TERMS: Vendor shall submit one (1) original invoice per payment due. The invoice(s) shall include the items listed in accordance with the quote mentioned in the Sale Agreement with reference to the Customer’s Purchase Order Number.

If the Sale Agreement provides for any progress (or advance) payments based on specific milestones or activities, Vendor’s invoice shall certify to the accomplishment or performance by Vendor of said milestone or activity, and that Customer has obtained a security interest in such Products to the extent of such payment.

Payment shall be due upon receipt of the invoice and delivery of the unit to the Customer unless previously negotiated.

CANCELLATION POLICY: Cancellation of orders must be submitted in writing to [email protected] at least 180 days before the projected production completion date. Failure to adhere to this timeline may result in the application of a cancellation fee amounting to 25% of the total purchase order price.

CHASSIS PAYMENT CONSIDERATION: Please note that payment for the chassis may have been issued prior to the 180-day cancellation window. Therefore, cancellation requests or refunds pertaining to the chassis will be at the discretion of the respective dealerships.

Page 9 of 12 ends

DELIVERY TERMS: The products listed in the estimate are to be delivered Free On Board (FOB) Destination to Houston,TX. Customer representative(s) will pick up the unit at upfitter location, 7219 Rampart St., Houston, TX 77081 and transport it to their final destination at customer expense unless otherwise specified in the Vendor quote.

TERMINATION FOR CAUSE: Customer may terminate this Sale Agreement and any corresponding Purchase Order, or any part thereof, for cause including, but not limited to the following Vendor actions: (1) any default or breach of any of the terms and conditions of the Sale Agreement, (2) failure to provide Customer, upon request, a reasonable assurance of future performance, or (3) bankruptcy, dissolution, or suspension of payments by judicial decree. If Vendor does not cure such failure within a period of five (5) days or such a longer period as Customer may authorize in writing after the date such notice is sent to Vendor, then termination may proceed.

Vendor may also terminate this Sale Agreement and any corresponding Purchase Order for cause, and Vendor will not be in breach of same, in the event any supplier to Vendor fails to deliver Products and/or component parts in a timely fashion and Vendor cannot make alternate accommodations in order to comply with the Parties’ agreed upon completion and delivery dates.

CHANGE ORDERS: Vendor has the right to modify the Purchase Order requirements and conditions as needed and will advise Customer in writing of such requested changes. Vendor shall not proceed with any changes without Customer’s written authorization. Any request by Customer to change the terms or conditions of the Purchase Order, including product specifications, options, and price, must be made in advance of the production job order release. Any changes made after the release of the production job order will incur a $350 fee per change order made in a 24 hour period and will be included on a secondary invoice. Vendor reserves the right to refuse changes requested by the Customer.

MARKET VOLATILITY AND FEATURE AVAILABILITY: Frazer strives to maintain transparency and proactive communication with its customers. Due to market volatility, supply chain disruptions, or other unforeseen circumstances, certain options, brand names, materials, or features may become unavailable during the production process. In such instances, Frazer will notify the customer promptly and work collaboratively to identify and implement suitable alternatives that uphold the functionality, quality, and design standards of the product. Frazer appreciates the customer’s understanding as it navigates these challenges and remains committed to delivering products that meet or exceed customer expectations.

IMPORT DUTIES AND TARIFF DISCLAIMER: The pricing provided in this estimate is based on current market conditions as of the date of issuance and does not account for potential import duties, tariffs, or other

Page 10 of 12 ends

fees that may be imposed on goods imported from non-U.S. countries. Should such charges come into effect prior to the fulfillment of the order, these additional costs may be reflected in the final pricing. Frazer will provide timely notice of any such changes, including a detailed explanation of the impact, and will work in good faith with the customer to minimize any adverse effects. Frazer values its relationship with the customer and encourages open communication to address any questions or concerns that may arise.

PROPRIETARY INFORMATION, CONFIDENTIALITY AND ADVERTISING: All commercial, financial or technical information in any form that Vendor provides to Customer shall be deemed proprietary and confidential and Customer shall not disclose such information to third parties without Vendor’s written consent. Termination of the Sale Agreement shall not relieve Customer of this confidentiality obligation. Upon Vendor’s request, Customer shall return all confidential information to Vendor along with any reproductions, in whole or in part. The confidentiality obligation does not apply to information that is in the public domain through no fault of Customer or to information lawfully within Customer’s possession prior to the date of the Purchase Order, as evidenced by Customer’s written records.

INDEMNIFICATION: Customer shall fully release, indemnify, defend and hold harmless Vendor, its co- venturers, its contractors, and their respective affiliates, and Vendor’s and their respective directors, officers and employees (including agency personnel) (“Vendor Group”) from and against any and all claims arising out of the Customer’s purchase, use, sale or incorporation of any Products purchased from Vendor into Customer’s products or equipment wherein it is claimed or alleged that Vendor’s Products are defective or violate any warranty, standard of care, industry standard or governmental regulation or term or condition of any Purchase Order without regard to any allegation of negligence on the part of the Vendor Group as it pertains to Vendor’s Products.

Vendor shall fully release, indemnify, defend and hold harmless Customer, its co-venturers, its contractors, and their respective affiliates, and the Customer’s and their respective directors, officers and employees (including agency personnel) (“Customer Group”) from and against any and all claims arising out of the Customer’s purchase, use, sale or incorporation of any Products purchased from Vendor into Customer’s products or equipment wherein it is claimed or alleged that Vendor’s Products are defective or violate any warranty, standard of care, industry standard or governmental regulation or term or condition of any Purchase Order without regard to any allegation of negligence on the part of the Customer Group as it pertains to Vendor’s Products.

Customer Initials: _________

Page 11 of 12 ends

LIMITATIONS ON DAMAGES: In the event of any dispute, disagreement or breach alleged by Customer on the part of Vendor, Customer’s exclusive and sole remedy shall be repair or replacement, if practical, of the module, or component part, by Vendor. If Vendor is not able to effectuate a repair, replacement, or cure that brings the module, or component part, into compliance with the Parties’ agreement, then Vendor shall refund the sale price to Customer. In no event shall Vendor be liable to Customer, or to any third-party acting through Customer, for any additional, consequential or punitive damages, or damages for lost sales, revenue or profits claimed by Customer or any third-party acting through Customer.

FORCE MAJEURE: A force majeure delay shall mean any delay or other unforeseeable causes beyond the reasonable control of the party affected, provided that any such delay is not caused, in whole or in part, by the acts or omissions of the party so delayed and further provided that such party is unable to make up for such delay with reasonable diligence and speed. If any such cause delays Vendor’s performance, the delivery date or time for completion may be extended by a period of time reasonably necessary to overcome the effect of such delay; however, Vendor shall take all reasonable measures to mitigate the effects of the force majeure event and to minimize such delay. A party affected by a force majeure event shall notify the other party of such force majeure event within forty-eight (48) hours of its knowledge of such event for the event to be considered a bona fide force majeure event.

TITLE AND RISK OF LOSS: Title to the Products shall transfer to Customer upon receipt of Products by Customer or its agent unless otherwise stated in the Sale Agreement. Notwithstanding the above, risk of loss of the Products shall remain with Vendor until delivered to Customer.

WAIVER: Vendor’s failure to exercise or enforce any right in the Purchase Order, or any other right or privilege under law, or Vendor’s waiver of any breach by Customer shall not constitute a waiver or modification of any terms, conditions, privileges or rights whether of the same or similar type, unless Vendor gives such waiver in writing.

LIENS: Vendor waives and relinquishes all existing and future liens and claims (statutory or otherwise) for the Products specified in the Purchase Order, and warrants that the Products will be free and clear of all liens, claims or encumbrances of any kind.

INSPECTION, REVIEW AND WITNESSING: Customer and/or the ultimate owner of the Products have the right to inspect and attend testing of the Products at Vendor’s premises (or its supplier’s or subcontractor’s premises) with reasonable advance notice. If any inspection is made on the premises of Vendor or its supplier, Vendor, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties.

Page 12 of 12 ends

APPLICABLE LAW AND VENUE: The Sale Agreement shall be governed and interpreted in accordance with the laws of the State of Texas, without reference to any principle of conflict of laws. Customer and Vendor expressly exclude the application of the Convention on International Sale of Goods to the Sale Agreement.

Venue for all judicial, administrative, or regulatory proceedings shall be Houston, Harris County, Texas.

OWNERSHIP OF DOCUMENTS: Title to all drawings, specifications, calculations, technical data and other documents that Customer submits in accordance with the Purchase Order shall vest with Vendor. Vendor shall have the right to use such documents for any purpose pertaining to the manufacture, assembly, and delivery of the Products.

Title to all drawings, specifications, calculations, technical data, and other documents that Vendor submits to the Customer shall vest with the Customer. Customer shall have the right to use such documents for any purpose pertaining to the installation, operation, and maintenance of the Products.

INSURANCE: Vendor shall comply with the project insurance requirements for which the Products are being provided. Customer shall provide specific reasonable levels required as soon as such levels are available, which shall not exceed $1,000,000 for any non-statutory category other than excess liability umbrella, which shall not exceed $4,000,000. When requested by Customer, Vendor shall provide certificates of insurance as proof of same.

SURVIVAL: The provisions of the following Paragraphs of these Terms and Conditions shall survive any cancellation or termination of the Purchase Order: (Proprietary Information, Confidentiality and Advertising), (Indemnification), (Liens), and (Applicable Law and Venue).

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