Purchaser as defined below hereby purchases from Vendor as defined below, subject to the terms and conditions of this Order, the goods, merchandise or work described above. This Order is Purchaser's offer to Vendor and when accepted either by Vendor's acknowledgment or by Vendor's performance shall become a binding contract in accordance with the terms and conditions hereof, shall constitute the entire agreement between Purchaser and Vendor, and shall supersede any other agreements or understandings, written or oral, made prior to the date of this Order. No change in, modification of, or revision to this Order shall be binding upon Purchaser unless made in writing and signed by Purchaser. PURCHASER'S AGREEMENT TO THIS ORDER IS EXPRESSLY CONDITIONED ON VENDOR'S CONSENT TO ALL TERMS AND CONDITIONS OF THIS ORDER.

The following terms used herein shall have the following meanings: "Order" means any purchase order issued by Purchaser; "Purchaser" means Cummins Northwest LLC; "Vendor" means the person, corporation, partnership, limited liability company or other entity from whom or which the goods and services, merchandise or work described on this Order have been ordered; "goods and services" "work" or "merchandise" includes all necessary work performed by the Vendor under the terms of this Order, both before and after delivery to Purchaser; "Customers" shall mean, where applicable, the Prime Contractor and Owner; "Prime Contractor" shall mean, if applicable, the person or entity with whom or which Purchaser has contracted to sell certain goods or merchandise or to perform certain work, including work performed by the Vendor under the terms of this Order; and "Owner" shall mean the entity with whom Purchaser, or, if applicable, Prime Contractor, has contracted to sell certain goods or merchandise or to perform certain work, including work performed by the Vendor under the terms of this Order.

All goods and merchandise shall be suitably packed and prepared for shipment in a means justified by the shipping distances to Purchaser's designated locations and in compliance with carrier regulations. No charges will be paid by Purchaser for packing, crating, storage, cartage or other extras unless otherwise clearly stated in this Order. Packing lists, showing Order number and any other information required to identify the goods and merchandise, must be included with all shipments and in each package of goods or merchandise shipped.

Immediately following shipment Vendor shall mail to Purchaser signed bills of lading or signed express receipts for shipment or part of a shipment, showing number of packages or pieces, numbered consecutively, shipment number (if any), routing, weight, and through rate to destination; and also a copy of the packing list for each shipment and each package of goods or merchandise shipped.

The goods and merchandise are sold F.O.B. origination, unless this Order otherwise states. If designated "sold F.O.B. destination" on the face of this Order, Purchaser shall designate the common carrier. Deliveries shall be strictly in accordance with the schedule set out or referred to in this Order and in the exact quantities ordered. If it appears that Vendor's deliveries will not meet such schedule or if Vendor's deliveries fail to meet such schedule, upon request of Purchaser, and in addition to any other rights or remedies provided to Purchaser by law or under this Order, the goods and merchandise shall be shipped via expedited routing necessary to meet such schedule or to recover the maximum possible time lost by failure to deliver on schedule, and the difference between the expedited routing and this Order's routing costs, together with any additional costs incurred by Purchaser in shipping to destination, shall be paid by Vendor.

All goods and merchandise described herein shall be subject to inspection by Purchaser upon arrival at its destination notwithstanding any prior payment or inspection at its source. If upon such inspection, which shall be made within a reasonable time after delivery of the goods and merchandise, the same proves not to conform to the requirements of this Order, the Purchaser shall be entitled to reject all defective goods and merchandise. Purchaser shall notify Vendor if any goods or merchandise are rejected, and at Vendor's election and at Vendor's risk and expense, such goods and merchandise shall be held by Purchaser or returned to Vendor. No replacement or correction of defective merchandise shall be made by Vendor unless agreed to in writing by Purchaser. Acceptance of any merchandise by Purchaser shall not be deemed to alter or affect the obligations of Vendor or the rights of Purchaser and its customers under any warranty relating to the goods and merchandise.

By furnishing goods, merchandise and services under this Order, Vendor warrants that the goods, merchandise and services furnished will be free from defects in materials and workmanship and safe to use; will be merchantable and in full conformity with Purchaser's specifications, drawings and data, and Vendor's descriptions, promises or samples; will be fit for the ordinary purposes for which such goods are used; will be of fair and average quality within the description in this Order; will be adequately contained, packaged and labeled; will be fit for Purchaser's intended use, provided Vendor has reason to know of such use; and otherwise will conform to the terms of this Order. Vendor further warrants that Vendor will convey good title to the goods and merchandise, free and clear of all liens, claims and encumbrances. These warranties shall survive inspection and acceptance of the goods and services and are in addition to any warranties of additional scope given to Purchaser by Vendor. No implied warranties by Vendor are excluded or disclaimed, unless otherwise agreed to in writing by Vendor and Purchaser. The warranties of Vendor, together with its service warranties and guarantees, if any, shall run to Purchaser and its customers. If any of the goods or merchandise prove to be defective under normal and proper use, or otherwise fail to meet the warranties contained in this Order or delivered to Purchaser with the goods and merchandise, within 18 months after shipment or within the first 12 months of operation, whichever shall occur first, or if Vendor's express warranty period is longer or a longer period is required of Purchaser in Purchaser's subcontract or main contract, then within such longer warranty period, in addition to Purchaser's other rights and remedies herein or at law or in equity, Vendor, upon notice thereof from Purchaser, shall respond to such notice and shall promptly repair or replace the same at Vendor's expense, including all costs of removal, repair, and installation. If Vendor cannot promptly correct the defects, then Vendor will advise Purchaser of a date satisfactory to Purchaser when the corrections will be completed. If Vendor fails to respond to Purchaser's notice of defect within two working days of such notice, Purchaser shall have the right, on such inaction of Vendor, to have the goods corrected by other means at Purchaser's discretion and to charge the costs of such correction to Vendor. Such action and correction of the defect by Purchaser, or mutual agreement between Purchaser and Vendor that Purchaser will make corrections, shall not relieve Vendor of its responsibilities under this Order and other applicable warranties and guarantees, and for the costs of correcting defects in the goods. Goods which are repaired or replaced under the foregoing warranties shall, in such event, be warranted for not less than 12 months from the date of repair or replacement.

Purchaser may at any time, in writing, make changes within the general scope of this Order, including changes to: (i) drawings, designs or specifications; (ii) method of shipment or packing; (iii) place of inspection, delivery or acceptance; and (iv) delivery schedules. Vendor shall proceed immediately to perform this Order as changed. If any such change causes an increase or a decrease in the cost of, or the time required for the performance of, any part of the goods, merchandise or services under this Order, an equitable adjustment shall be negotiated in the price or delivery schedule, or both, and this Order shall be modified in writing accordingly (provided, however, that any equitable adjustment for changes to this Order for which the Owner or Prime Contractor is, or may be, liable for shall not be made until the Purchaser shall first receive such an adjustment to its contract with the Owner or Prime Contractor on account of such change to this Order, or until 90 days from submission of a claim as described below, whichever occurs first). Any claim by Vendor for adjustment under this clause must be asserted within ten days from the date of receipt by Vendor of such written changes (and for claims relating to the Owner or Prime Contractor, in the manner prescribed by the Purchaser's contract with such entity for such claims). Failure of the parties to agree upon any adjustment to be made under this clause shall not excuse the Vendor from proceeding with this Order as changed. No additions to or modification of price, delivery method or schedule, quantity, quality specifications nor any other term of this Order will be effective unless agreed to in writing by Purchaser.

(a) Vendor specifically and expressly agrees to indemnify, defend and hold harmless, in whole or in part, Purchaser, its agents and affiliates, including if applicable Owner and Prime Contractor, against and from any and all claims, demands, suits, losses, costs and damages of every kind and description, brought or made against or incurred by Purchaser or its customer or any of its agents or affiliates resulting from, arising out of or in any way connected with the (i) breach of Vendor's obligations under Paragraph 7, 10 or 11 of this Order, (ii) willful act or omission or (iii) negligent act or omission of Vendor or its employees, agents or affiliates, in performance, or nonperformance, of its obligations under this Order. This indemnity obligation shall include, but not be limited to, the following:
(A) Loss of or damage to any property of Purchaser or its customers, or any third party; and
(B) Bodily or personal injury to, or death of, any person, including without limitation employees of Purchaser or its customers.
(b) Purchaser specifically and expressly agrees to indemnify, defend and hold harmless, in whole or in part, Vendor, its agents and affiliates against and from any and all claims, demands, suits, losses, costs and damages of every kind and description, brought or made against or incurred by Vendor or any of its agents or affiliates resulting from, arising out of or in any way connected with the (i) willful act or omission or (ii) negligent act or omission of Purchaser or its employees, agents or affiliates, in performance, or nonperformance, of its obligations under this Order. This indemnity obligation shall include, but not be limited to, the following:
(A) Loss of or damage to any property of Vendor, or any third party; and
(B) Bodily or personal injury to, or death of, any person, including without limitation employees of Vendor.

With respect to all merchandise delivered under this Order, except merchandise manufactured pursuant to detailed designs furnished by Purchaser, Vendor shall indemnify and save Purchaser, its agents and customers, users of its products, and if applicable Prime Contractor and Owner, harmless from all loss, damage and liability which may be incurred on account of infringement or alleged infringement of any patent, trademark, copyright or other intellectual property rights arising out of the manufacture, sale or use of such goods or merchandise by Vendor, Purchaser, Purchaser's agents or customers, users of its products, or other third parties and Vendor shall, at its own expense, defend all claims, suits and actions against Purchaser, its agents or customers, the users of its products, and other third parties in which such infringement is alleged, provided that Vendor is duly notified of such claims, suits and actions and provided further that Vendor's duty of indemnity shall not apply to any infringement arising from the use or sale of an item delivered hereunder in combination with other items not delivered hereunder, when such infringement would not have occurred from the use or sale of the item solely for the purpose for which it was sold to Purchaser.

Vendor warrants that, in the production and sale of the goods or services furnished pursuant hereto, Vendor will comply with all applicable federal, state, or local laws. Without limiting the foregoing, Vendor certifies that it does and shall comply with the following laws and regulations, as amended: the Fair Labor Standards Act of 1938, as amended; the Occupational Safety and Health Act of 1970, as amended; the Walsh-Healy Act (41 U.S.C. 35-45), as amended; 41 CFR § 60-1.4(a) issued pursuant to Executive Order 11246 (Equal Employment Opportunity); 41 CFR § 60-250.4 (requiring Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era); and 41 CFR § 60-741.4 (requiring Affirmative Action for Handicapped Workers); applicable regulations relating to small, disadvantaged and women owned small business concerns; FAR 52.222-11 Subcontracts (Labor Standards); FAR 52.215-2 (Audit and Records); FAR 52.215-25 (Subcontractor Cost or Pricing Data -- Modifications); and the Anti-Kickback Act of 1986 (41 U.S.C. § 51, et seq.) Vendor certifies that it does not and will not maintain segregated facilities or permit its employees to perform services at locations where segregated facilities are maintained, as required by 41 CFR 60-1.8. Vendor will provide Purchaser, upon request, with a certificate certifying that Vendor has complied with any or all of the laws and regulations referred to in this paragraph.

Whenever Vendor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Order, Vendor shall immediately give notice thereof, including all relevant information with respect thereto, to Purchaser. Vendor shall insert the substance of this clause, including this sentence, in any lower-tier subcontract hereunder as to which a labor dispute may delay the timely performance of this Order, except that any lower-tier subcontractor need give the required notice and information only to its next higher-tier subcontractor.

(a) This Order may be terminated with or without cause by Purchaser at any time, in whole or in part, for Purchaser's own convenience. Upon receipt of such termination, Vendor shall (i) promptly comply with the directions contained in such notice and shall, as required, take action necessary to terminate any services as provided in the notice, minimizing costs and liabilities for the terminated services; (ii) protect, preserve, and deliver in accordance with Purchaser's instructions, any goods or merchandise related to this Order in Vendor's possession; and (iii) continue the performance of any part of this Order not terminated by Purchaser. (b) In the event any Owner or Prime Contractor terminates all or a portion of Purchaser's contract which includes Vendor's work under this Order, Purchaser shall so notify Vendor in writing and, upon receipt of said notice, this Order shall be terminated and Vendor shall immediately stop its work under this Order. In the event of such a termination, Purchaser's liability to Vendor shall be limited to the extent of Purchasers recovery on Vendor's behalf. Purchaser agrees to cooperate with Vendor, at Vendor's sole expense, in the prosecution of any Vendor claim arising out of such termination and to permit Vendor to prosecute said claim in the name of Purchaser, for the use and benefit of Vendor. (c) Purchaser may, by written notice to Vendor, terminate the whole or any part of this Order for cause: (i) if Vendor fails to perform its obligations under this Order; (ii) if, at any time, Purchaser has reasonable grounds to believe Vendor will not be able to meet its delivery obligations as required by this Order, and Vendor fails to provide, within ten days of written notice, reasonable assurances, or (iii) in the event of the insolvency of Vendor, the institution of bankruptcy, reorganization, arrangement or liquidation proceedings by or against Vendor, the appointment of a trustee or receiver for Vendor's property or business, or any assignment by Vendor for the benefit of creditors. If Purchaser terminates all or part of this Order for cause under Paragraph 13(c), Purchaser may procure, upon terms and in a manner it deems appropriate, goods, merchandise and services similar to those terminated. Vendor shall be liable for additional costs, direct and indirect, if any, for the purchase of such similar goods, merchandise and services to cover such termination. In addition, Purchaser may require Vendor to deliver any completed or uncompleted goods related to this Order by agreeing to pay Vendor as specified in Paragraph 13(d) below. (d) On any termination by Purchaser, Vendor, at the time of termination, may have in stock or on firm order completed or uncompleted items or raw, semi-processed or completed materials for use in fulfilling this Order. (i) For completed items or materials, Purchaser may either require delivery of all or part of the completed goods and make payment at the price stated in this Order, or (without taking delivery) pay Vendor the difference, if any, between the price stated in this Order and the market price (if lower) at the time of termination. (ii) For uncompleted items or raw or semiprocessed materials, Purchaser may either require Vendor to deliver all or part of such goods at the portion of the price stated in this Order representing the stage of completion, or pay Vendor the amount of the price stated in this Order representing the stage of completion reduced by the higher of the market or scrap value of the goods at that stage of completion. (iii) For goods which Vendor has on firm order, Purchaser may, at its option, either take an assignment of Vendor's right under this Order or pay the cost, if any, of settling or discharging Vendor's obligation under the firm order. Payments required in the event of Purchaser's exercise of these delivery options in this Paragraph 13(d) shall be net of any deduction for costs to Purchaser arising from a Vendor termination for cause. (e) The rights and remedies of the Purchaser provided in this clause are not exclusive and are in addition to any other rights and remedies provided by law or under this Order.

No assignment of this Order, or of any moneys due or to become due hereunder, shall be binding upon Purchaser without Purchaser's written consent thereto.

It is agreed that the Vendor will assume toward Purchaser all obligations and responsibilities which Purchaser has assumed towards, if applicable, the Prime Contractor or Owner, to the extent of the services supplied, and shall be entitled to all privileges and protection granted Purchaser by Owner or Prime Contractor.

If applicable, Vendor agrees to furnish submittals, shop drawings, operation and maintenance manuals and specifications materials and other specified items, in the quantity and at the times required in the contract documents, for approval by the Purchaser, Prime Contractor, Owner or Owner's agent so as not to delay the progress of the work.

Vendor shall submit to Purchaser invoices for payment at such reasonable times as to enable Purchaser to timely pay or, if applicable, to apply for and obtain payment from the Owner. Unless otherwise mutually agreed or provided by law, Purchaser reserves the right to withhold 10% retention from all invoices until such time as operation and maintenance manuals, as-built drawings, test logs, warranty documentation, and any similar materials as may apply are delivered to Purchaser's office and testing and start up have been completed. Vendor shall be paid for all goods and services to date of Purchaser's last progress billing date, to the extent approved by the Owner and within ten days after Purchaser has received payment for such progress billing. Final payment for goods and services under this Order shall be made within ten days after Purchaser has received final or complete payment. Receipt of such payments by Purchaser is an express condition Precedent to Purchaser's obligation to make either progress or final payment(s) to Vendor. If the main contract permits payment for goods and merchandise delivered to the job site, or to satisfactory storage facilities, Vendor may invoice for materials so delivered and receive payment therefor as outlined above; provided, however, that such stored materials shall be at the risk of the Vendor until acceptance of installation of the goods and services. Vendor acknowledges that all payments accepted by Vendor or which are otherwise due under this Order shall constitute a trust fund for the laborers, materialmen, governmental authorities and all others who are legally entitled to claim a lien on the premises or file a claim against any retained percentages or payment bond. Vendor agrees that no assignment of any payment otherwise due under this Order shall be made without first securing the express approval of any assignee to the limitations contained in this paragraph. Progress payments shall be deemed advances and are subject to adjustment at any time prior to the final payment for errors, overpayment, or Purchaser's good faith determination that the remaining balance of payments may be insufficient to ensure completion of the work covered by this Order in accordance with its terms, or to pay lien, retention, or bond claims. If Purchaser determines in good faith that Vendor is obligated to Purchaser or anyone else for labor, fringe benefits, taxes, supplies, materials, equipment, rental or other proper charges against the work covered by this Order, the amount of such obligation may be deducted by Purchaser from any payment or payments previously made under this provision. Purchaser may also from time to time require Vendor to promptly provide a statement in writing setting forth what amounts, if any, are due or payable by Vendor to third parties for labor, fringe benefits, taxes, materials, equipment, or supplies in connection with, or arising out of, the performance of this Order, and Purchaser may deduct from any payment, partial or final, otherwise due under this Order, such sums as Purchaser may reasonably determine are necessary to satisfy or protect itself or the Owner from claims or liens that may be asserted by third parties. In the event the work performed in this Order is governed by the Prompt Payment Act, 31 U.S.C. § 3901, et seq., or similar state law, then nothing herein shall be construed to the contrary. The billing address for Vendor invoices is as follows:
Cummins Northwest LLC
Attn.: Accounts Payable _______ (Vendor account number assigned by Cummins Northwest LLC)
P.O. Box 2710
Portland, OR 97208-2710

In the event this Order contains unit price items it is understood and agreed that any quantities mentioned are approximate only and subject to change as required by the Subcontract and as directed by Purchaser.

Vendor shall maintain in full force and effect general liability insurance covering goods and merchandise subject to this Order, and its obligations hereunder, of such type and in such amounts as Purchaser may require. In the case of on-site services provided by Vendor, Vendor shall furnish to Purchaser evidence that it has in force Worker's Compensation Insurance, including employer's liability, in the limits and as may be required by the jurisdiction in which the work is being performed. Written evidence satisfactory to Purchaser that such insurance is in full force and effect shall be provided to Purchaser upon its request at any time prior to its acceptance of the goods, merchandise and services subject to this Order. Such evidence of insurance may be in the form of an insurance certificate issued by an insurer satisfactory to Purchaser; Purchaser shall be provided not less than 20 days' notice of any cancellation or reduction in coverage. In the event Vendor fails to maintain any insurance required by this Order, Purchaser may at its option purchase such insurance in the name of Vendor and deduct the cost of same from payment due Vendor.

If Vendor fails to complete any work subject to this Order within the time limit or extended time limit set forth in this Order, liquidated damages shall be paid to Purchaser at the rate of $250.00 per day (or other amount noted on face of purchase order, if indicated) until the work shall have been satisfactory completed and delivered as provided by this Order. Sundays and legal holidays shall be excluded in determining days in default.

The Vendor and Purchaser warrant and represent that they have the full power and corporate authority to execute this Order.

This Order and its interpretation shall be governed by the laws of the State of Washington. Venue for any claim, dispute or legal proceedings regarding this Order shall be, at Purchaser's election, in the King County Superior Court of the State of Washington or the Multnomah County Circuit Court of the State of Oregon, and Vendor consents and submits itself to the personal jurisdiction of that court.