Doing Business with TESCO

1.

This document establishes the General Purchasing Conditions (hereinafter the “GPC”) which govern the supply of all types of goods, equipment and materials (hereinafter the “Goods”) and/or the provisions of all type of services (hereinafter the “Services”) by suppliers and contractors (hereinafter the “Supplier”) to TESCO – the Eastern Specialty Company and/or any affiliate or subsidiary company (hereinafter the “Buyer” or “TESCO”). Buyer and Supplier are referred to herein individually as a “Party” or collectively as the “Parties”.

2.

The relationship between Buyer and Supplier shall be governed by the following contractual documentation (hereinafter the “Contract”), in descending order of priority: (a) the purchase order (which, when an underlying written agreement exists, will be governed by that written agreement and not the GPC) issued by Buyer (hereinafter the “Order”); and (b) a written agreement, if any, between Buyer and Supplier with respect to Supplier’s provision of the Goods and/or Services (hereinafter the “Agreement”). Where a conflict exists between the Contract documents, documents listed earlier in the above sentence shall control over later-listed documents. If there is any doubt regarding the interpretation of any Contract documents, the Supplier shall act in accordance with the instructions of the Buyer.

3.

These GPC expressly limit Supplier’s acceptance to the terms of the offer described herein, and Buyer hereby objects to any different or additional terms contained in any proposal by Supplier or responses to Supplier to the GPC of to the Order issued by Buyer. Supplier’s written acknowledgment or acceptance of Buyer’s Order or commencement of performance thereunder shall constitute Supplier’s acceptance of all terms and conditions herein, and any modifications by Supplier shall be automatically rejected. Supplier hereby acknowledges that when a written agreement does not exist, these GPC automatically are incorporated in the Order. The terms of the Agreement, these GPC, the Order, and any previously executed confidentiality agreement between the Parties are the sole and exclusive terms on which Buyer agrees to be bound.

4.

No amendment or addition to or modification of the Order of any provision hereof shall be binding upon Buyer and Supplier and neither Party shall be deemed to have waived any provision or any remedy available to it unless such amendment, addition, modification or waiver is in writing and signed by a duly authorized officer or representative of the applicate Party or Parties. Any purported amendment, addition, modification or waiver entered orally or otherwise not in compliance with this provision shall be void or unenforceable. The acceptance of an Order by Supplier (whether written or by performance) shall be deemed to include the acceptance of these GPC which shall be deemed incorporated in each Order irrespective of whether they are expressly referenced in such Order.

5.

Supplier may accept an Order by written acknowledgment or by commencing performance thereunder. Any commencement of Supplier performance of an Order without a timely written express acceptance in accordance with the preceding sentence shall be deemed an acceptance by Supplier of all terms and conditions stipulated in such Order.

6.

Upon reasonable notice to the Supplier, the Buyer may adjust the amounts which appear in any Order or order the temporary suspension of deliveries under any Order, without involving any modification of the price or of the other terms and conditions of the Contract.

7.

The prices reflected in each Order shall be fixed, firm and definitive and are not subject to revision. Buyer and Supplier hereby acknowledge that there is no index or formula pricing. The price shall be understood as including all items which make up, or which may make up, the cost of the Goods and/or Services subject to the Order.

8.

Unless otherwise specified in the Order, payment shall be made within 35 days, calculated from the date of receipt of the Goods or the date of the provision of the Service (with the understanding that such receipt shall take place once its conformity has been verified in accordance with the terms of the Contract and the Supplier has issued the corresponding invoice).

9.

Invoices shall be sent by mail to Accounts Payable at TESCO’s administrative offices or by email to AP@TESCOMetering.com.