1. The following terms and conditions are a part of the Order (collectively, L.A. Turbine’s Proposal and these terms and conditions are referred to herein as the “Order”). Additional or different terms of Buyer's purchase order or other form of acceptance or any other form of Buyer are rejected in advance and shall not become a part of the Order. L.A. Turbine's Proposal is an offer to sell or repair under the terms and conditions stated herein.

L.A. Turbine's rights and remedies described herein are in addition to, not in substitution of, all other rights and remedies available to L.A. Turbine under any applicable provision of law, regulation or court decision.

No employee, agent, dealer, or distributor of L.A. Turbine has any authority to change or enlarge the terms of the Order. No change shall be valid unless it is in writing and signed by L.A. Turbine.

2. SCOPE OF SUPPLY: As an equipment supplier, L.A. Turbine will provide equipment per L.A. Turbine's Proposal or per the technical portion of the specifications as submitted, clarified and approved by the Consulting Engineer. Any terms and conditions other than those stated herein are excluded. Buyer is fully responsible for (including payment of the cost of) installation of all equipment sold under this Order.

3. CANCELLATION: Buyer cannot cancel or alter the Order without L.A. Turbine's written consent. If L.A. Turbine grants such consent or if L.A. Turbine is forced to cancel the Order as described in SUSPENSION OF PERFORMANCE, Buyer will reimburse L.A. Turbine for all of L.A. Turbine's losses and expenses caused by such cancellation or alteration, including without limitation all of L.A. Turbine's additional costs caused by changes in design or specifications or by product revisions, storage fees as described under STORAGE, and all consequential damages incurred by L.A. Turbine as a result of such cancellation or alteration. If the Order is canceled by Buyer or by L.A. Turbine pursuant to the provisions herein, Buyer shall pay L.A. Turbine (i) a minimum cancellation charge of 15 percent of the purchase price; and (ii) any damages and expenses described in this paragraph that exceed 15 percent of the purchase price. If, at the time an Order is canceled, the work is at least 80% complete, as determined by L.A. Turbine, Buyer shall pay L.A. Turbine 100% of the purchase price plus any damages and expenses described in this paragraph, including without limitation, storage fees described under STORAGE.

4. SUSPENSION OF PERFORMANCE: L.A. Turbine may suspend its performance of the Order if, in L.A. Turbine’s reasonable judgment, Buyer defaults in the performance of its duties under the Order or under any other agreement or order between the Buyer and L.A. Turbine. Such suspension will subject Buyer to applicable storage fees as described in STORAGE. L.A. Turbine will notify Buyer of such suspension within 10 business days of making the determination that work will be suspended.

5. PRICES: Unless otherwise mutually agreed in writing, prices quoted by L.A. Turbine shall be firm for a period of 90 days after Proposal, or, after receipt of an acceptable purchase order from the Buyer, for the duration of the contract, not to exceed one year after L.A. Turbine's receipt of the purchase order.

6. TERMS OF PAYMENT: Unless otherwise mutually agreed in writing, the terms of payment shall be 100% net 30 days after shipment, paid from L.A. Turbine's invoices. These terms apply to partial and complete shipments. Monies held beyond these terms are subject to interest at the rate of 1.5% per month, not to exceed the maximum legal rate, and may result in lien proceedings or the termination of warranties and suspension of services.

If, in L.A. Turbines’ reasonable judgment, Buyer's financial condition at the time the equipment is ready for shipment does not warrant the extension of credit to Buyer, L.A. Turbine may require full payment, in cash, prior to making shipment. If L.A. Turbine does not receive full cash payment within fifteen (15) days after it notifies Buyer that such payment is required and that the equipment is ready for shipment, L.A. Turbine may cancel the Order as to any unshipped item. In that event, Buyer will pay L.A. Turbine the cancellation charges, damages and expenses, as described under CANCELLATION.

7. STORAGE: Any work that is suspended or stored for the Buyer’s convenience or as a result of SUSPENSION OF PERFORMANCE, CANCELLATION, or default in payment as described herein, is subject to storage fees. Unless otherwise agreed, the storage fees are the greater of $250 per month or $4.50 per square foot per month.

8. TAXES: L.A. Turbine's quoted prices do not include any present and future sales, use, occupation, license, excise, and other taxes, permits, tariffs, duties, or fees with respect to the sale, delivery or use of the equipment. Any applicable taxes or fees will be charged at rates in effect at time of shipment. L.A. Turbine is required by law to collect all applicable sales and use taxes unless an appropriate exemption certificate is provided by the Buyer.

9. SHIPMENT: Except as otherwise mutually agreed, shipment will be Ex Works, L.A. Turbine's point of shipment. Buyer will pay all transportation charges. L.A. Turbine's quoted prices are based on shipment immediately upon readiness, with no delays or storage. Work which has been suspended or stored for the Buyer's convenience or as a result of Buyer’s default under paragraph 6.1 may be billed in place, and applicable storage charges as described in STORAGE shall accrue.

If Buyer does not furnish exact shipping instructions, L.A. Turbine will select, in its discretion, the means of shipment. L.A. Turbine will not be liable for any loss resulting from such selection. The time of delivery is an estimate only, and L.A. Turbine may change such time if L.A. Turbine does not receive the information and approvals necessary to proceed with the manufacture of the equipment.

Buyer agrees to inspect all deliveries immediately. Any claim for shortages or damage must be made in writing within five (5) days after Buyer receives a shipment, and if not made, shall be deemed waived. Any other claim by Buyer, other than claims under the warranty stated below, shall be made within thirty (30) days after Buyer receives shipment, and if not made shall be deemed waived. L.A. Turbine is not responsible for loss or damage in transit after having received an "In Good Order" receipt from the carrier. Buyer will make all claims for loss or damage in transit against the carrier.

10. INSURANCE: Buyer shall bear all risk of and responsibility for damage or loss to the equipment after L.A. Turbine delivers the equipment to the carrier at its point of shipment. Buyer agrees to provide and maintain adequate insurance for the equipment supplied under the Order to fully protect L.A. Turbine's interest during the time between delivery and final payment. Loss or damage by fire or other causes during such period shall not relieve Buyer from its obligations under the Order. Upon request, L.A. Turbine will provide Buyer with its standard ACORD Certificate of Insurance. L.A. Turbine cannot name others as additional insured's.

11. TITLE AND LIEN RIGHTS: If Buyer defaults in its obligations under the Order before the price (including any notes given therefore) of the equipment has been fully paid in cash, L.A. Turbine may take any and all actions permitted by law to protect its interests including, where permissible, repossession of such equipment and placement of liens on any other equipment of Buyer on which L.A. Turbine is performing work or which is in L.A. Turbine’s custody. Buyer shall be responsible for all costs and fees, including without limitation attorneys’ fees, incurred by L.A. Turbine in enforcing its rights and remedies under this paragraph. L.A. Turbine agrees to indemnify Buyer from liens filed by L.A. Turbine's workforce or subcomponent vendors. L.A. Turbine's statements of conditional, partial or complete lien waivers, consistent with payments received, will be furnished on request. The furnishing of such waivers shall not be a condition precedent to payment.

12. PATENT INFRINGEMENT: L.A. Turbine will defend Buyer and the user of the equipment to the extent of any rightful claim that any equipment and parts of L.A. Turbine's manufacture furnished under the Order infringe upon any published United States patent, and L.A. Turbine will pay all damages and costs awarded by a court of competent jurisdiction with respect to such claim. The Buyer or user must promptly notify L.A. Turbine of any such claim, and cooperate fully with L.A. Turbine in the defense of such claim, or L.A. Turbine will have no duty under this paragraph. Buyer will defend and indemnify L.A. Turbine against patent infringement claims relating to equipment and parts that are not manufactured by L.A. Turbine to the same extent as L.A. Turbine agrees to defend and indemnify Buyer with respect to patent infringement claims relating to equipment and parts of L.A. Turbine's manufacture.

13. DESIGN RIGHTS: L.A. Turbine sells and transfers ownership of the agreed equipment and services only; not the design rights, development data, patents, tooling, patterns, methods or copyrights. All such rights in data are expressly reserved. In lieu of such rights, L.A. Turbine will provide use of such form, fit and function information as is necessary for the Buyer's approval, installation, fit-up and operation of the equipment.

14. WARRANTY: L.A. Turbine warrants equipment (and its component parts) of its own manufacture against defects in materials and workmanship under normal use and service for one (1) year from the date of installation or start-up, or for eighteen (18) months after the date of shipment, whichever occurs first (the “Warranty Period”). L.A. Turbine does not warrant accessories or components that are not manufactured by L.A. Turbine; however, to the extent possible, L.A. Turbine agrees to assign to Buyer its rights under the original manufacturer's warranty, without recourse to L.A. Turbine. Buyer must give L.A. Turbine notice in writing of any alleged defect covered by this warranty (together with all identifying details, including the serial number, the type of equipment, and the date of purchase) within thirty (30) days of the discovery of such defect during the Warranty Period. No claim made more than 30 days after the expiration of the Warranty Period shall be valid.

Guarantees of performance and warranties are based on the use of original equipment manufacturer (OEM) replacement parts. L.A. Turbine assumes no responsibility or liability if alterations, non-authorized design modifications and/or non-OEM replacement parts are incorporated. If requested by L.A. Turbine, any equipment (or its component parts) must be promptly returned to L.A. Turbine prior to any attempted repair, or sent to an authorized service station designated by L.A. Turbine, and Buyer shall prepay all shipping expenses. L.A. Turbine shall not be liable for any loss or damage to goods in transit, nor will any warranty claim be valid unless the returned goods are received intact and undamaged as a result of shipment. Repaired or replaced material returned to customer will be shipped F.O.B., L.A. Turbine's factory. L.A. Turbine will not give Buyer credit for parts or equipment returned to L.A. Turbine, and will not accept delivery of any such parts or equipment, unless Buyer has obtained L.A. Turbine's approval in writing.

The warranty extends to repaired or replaced parts of L.A. Turbine's manufacture for ninety (90) days or for the remainder of the original Warranty Period applicable to the equipment or parts being repaired or replaced, whichever is greater. This warranty applies to the repaired or replaced part and is not extended to the product or any other component of the product being repaired.

Repair parts of L.A. Turbine’s own manufacture sold after the original Warranty Period are warranted for a period of one (1) year from shipment against defects in materials and workmanship under normal use and service. This warranty applies to the replacement part only and is not extended to the product or any other component of the product being repaired.

L.A. Turbine may substitute new equipment or improve part(s) of any equipment judged defective without further liability. All repairs or services performed by L.A. Turbine, which are not covered by this warranty, will be charged in accordance with L.A. Turbine's standard prices then in effect.

THIS WARRANTY IS THE SOLE WARRANTY OF L.A. TURBINE AND L.A. TURBINE HEREBY EXPRESSLY DISCLAIMS AND BUYER WAIVES ALL OTHER WARRANTIES EXPRESSED, IMPLIED IN LAW OR IMPLIED IN FACT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

L.A. Turbine's sole obligation under this warranty shall be, at its option, to repair or replace any equipment (or its component parts) which has a defect covered by this warranty, or to refund the purchase price of such equipment or part. Under the terms of this warranty, L.A. Turbine shall not be liable for (a) consequential, collateral, special or liquidated losses or damages; (b) equipment conditions caused by normal wear and tear, abnormal conditions of use, accident, neglect, or misuse of said equipment; (c) the expense of, and loss or damage caused by, repairs or alterations made by anyone other than L.A. Turbine; (d) damage caused by abrasive materials, chemicals, scale deposits, corrosion, lightning, improper voltage, mishandling, or other similar conditions; (e) any loss, damage, or expense relating to or resulting from installation, removal or reinstallation of equipment; (f) any labor costs or charges incurred in repairing or replacing defective equipment or parts, including the cost of reinstalling parts that are repaired or replaced by L.A. Turbine; (g) any expense of shipment of equipment or repaired or replacement parts; or (h) any other loss, damage or expense of any nature.

The above warranty shall not apply to any equipment which may be separately covered by any alternate or special warranties.

15. LIABILITY LIMITATIONS: Under no circumstances shall L.A. Turbine have any liability under the Order or otherwise for liquidated damages or for collateral, consequential or special damages or for loss of profits, or for actual losses or for loss of production or progress of construction, regardless of the cause of such damages or losses. In any event, L.A. Turbine's aggregate total liability under the Order or otherwise shall not exceed the contract price.

16. FORCE MAJEURE: L.A. Turbine shall in no event be liable for delays in delivery of the equipment or other failures to perform caused by fires, acts of God, strikes, labor difficulties, acts of governmental or military authorities, delays in transportation or procuring materials, or causes of any kind beyond L.A. Turbine's control.

17. COMPLIANCE WITH LAW: Buyer’s compliance with the various Federal, State, and Local laws and regulations concerning occupational health and safety, pollution or local codes are affected by the use, installation and operation of the equipment and other matters over which L.A. Turbine has no control, therefore L.A. Turbine assumes no responsibility for Buyer’s compliance with those laws and regulations, whether by way of indemnity, warranty, or otherwise. It is incumbent upon the Buyer to specify equipment which complies with local codes and ordinances.

18. ACCEPTANCE: Except as otherwise noted herein or as stated in L.A. Turbine’s Proposal, these terms and conditions shall constitute the entire agreement, and all other terms and conditions of any origin are excluded. Unless otherwise advised by the Buyer within ten days after L.A. Turbine's acknowledgment of an order, L.A. Turbine will proceed with processing of such order with the understanding that the Buyer is in full agreement with all provisions stated herein.

19. MISCELLANEOUS:

* SEVERABILITY: If any provision of these terms and conditions is unenforceable, for any reason, the remaining provisions shall nevertheless be of full force and effect. Cancellation of work under an Order is separate from these terms and conditions, which will survive such cancellation.

* ASSIGNMENT: No assignment or transfer of interests of any part of this contract shall be valid without the express written consent of both parties.

* ATTORNEYS’ FEES: In the event of any controversy, claim or dispute in connection with the terms or conditions of this Agreement or the subject matter hereof, the prevailing party shall be entitled to recover all costs and fees incurred by the prevailing party in connection therewith (including, but not limited to, reasonable attorneys' fees), whether or not suit is filed and whether or not any such suit proceeds to judgment.

* WAIVER OF DEFAULT: L.A. Turbine’s failure to require strict compliance with the terms of this Agreement, or to exercise any right provided for herein, shall not be deemed a waiver of such compliance or right, or waive such compliance or right in the future, and L.A. Turbine’s acceptance of payment or partial payment with knowledge of any default by Buyer shall not be deemed a waiver of such default, nor limit Buyer’s right with respect to that or any subsequent default. The waiver of any breach or default hereunder shall not be considered valid unless in writing and signed by the party giving such notice and no waiver shall be deemed a waiver of any subsequent breach or default.

* HEADINGS: The paragraph headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of such.

20. GOVERNING LAW, JURISDICTION AND VENUE: The Order is made under and shall be governed by and construed in accordance with the laws of the State of California. If any civil action is filed to enforce or interpret any of the terms or provisions of the Order, or otherwise, the parties agree that the appropriate venue shall be a state or federal court of competent jurisdiction located in the County of Los Angeles in the State of California. The choice of venue is intended by the parties to be mandatory and not permissive in nature. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.