Services Rider

Except as otherwise provided herein, this Services Rider (“Rider”) is referenced in or attached to the “Purchase Order” identified above and is incorporated into the Purchase Order “Terms and Conditions” by this reference. The Terms and Conditions, this Rider and any other incorporated Riders and the Purchase Order are jointly referred to as the “Agreement.” Terms not defined in this Rider shall have the meanings set forth in the Terms and Conditions. This Rider is intended to supplement the Terms and Conditions. In the event of a conflict between the Terms and Conditions and this Rider, this Rider shall have priority.

Instructions. Buyer will provide Seller instructions, by means of drawings or as otherwise necessary for the proper execution of the Services (the “Instructions”). The Services shall be executed in conformity with Buyer’s Instructions even when Buyer furnishes new or different Instructions for the Services, so long as the scope of the Services is not changed. Changes in the scope of services are governed by Section I0. Seller shall only use the materials or equipment that Buyer specifies by manufacturer and/or trademark/trade name. Throughout the term of the Agreement, Seller shall ensure the Services are performed in conformance with the Instructions; provided, however, Seller shall also ensure that any discrepancies between the Instructions and Services to be performed or errors in the Instructions will be immediately conveyed to Buyer upon discovery so that the parties can resolve the discrepancy and/or error.
Samples. Seller shall submit with such promptness as to cause no delay in the delivery of the Services two (2) copies of all samples, shop or setting drawings, schedules and/or specifications required for the Services (“Samples”). Upon receipt of the Samples, Buyer will change and/or approve the Samples. Seller shall make any changes to the Services that are necessary for the Services to conform with any changes to the Samples, subject to the provisions in Section 1 regarding Seller’s obligation to identify discrepancies and/or errors. Buyer’s approval of Samples shall not relieve Seller from responsibility or liability for errors in the Samples or resulting Goods. Seller shall make no claim for delay arising from approval of any Samples, unless Seller has first advised Buyer in writing that such approval was requested by a specific date and Buyer agreed to approve the Samples by that specific date.
Work Product. Seller will fully and promptly disclose in writing to Buyer all work, drawings, Samples, schedules, specifications, models, ideas, inventions,discoveries, processes, improvements, specifications, operating instructions, notes, and all other documentation (whether or not patentable) conceived or first reduced to practice by Seller in connection with rendering of the Services, alone or with others, (the “Work Product”) prior to completion of the Services or delivery of related Goods. Unless specifically stated otherwise in the Purchase Order, Seller agrees that the Work Product is the property of Buyer and that Seller will, during the term of the Agreement and thereafter, execute all papers and do all things deemed necessary by Buyer to insure that Buyer obtains full title to such Work Product. All Work Product generated in connection with the Purchase Order for Buyer is owned by Buyer and shall be subject to inspection by Buyer and shall be delivered to Buyer or otherwise disposed of by Seller only as directed by Buyer. Seller agrees that if any work or any portion thereof created under the Purchase Order, whether or not such work was created at the direction of Buyer, is copyrightable, it shall be deemed to be a “work made for hire,” as such term is defined in the Copyright Laws of the United States. If, for any reason, any such copyrightable work created by Seller is excluded from the definition of a “work made for hire,” Seller hereby assigns and conveys to Buyer the entire right, title and interest in and to such work including work created prior to the date of execution of this Agreement, including the copyright therein and any copyright renewal thereof. Seller shall cooperate with Buyer or its designees and execute documents of assignment, declarations and other documents which may be prepared by Buyer and take other necessary actions as reasonably directed by Buyer, to effect the foregoing or to perfect or enforce any proprietary rights resulting from or related to this Agreement. Such cooperation and execution shall be performed without additional compensation to Seller; provided, however, Buyer shall reimburse Seller for reasonable out-of-pocket expenses incurred at the specific request of Buyer. Seller shall cause each of Seller’s employees, agents and subcontractors charged with performance under the Agreement or granted access to confidential information to execute an agreement recognizing Buyer’s ownership rights and concurring with the obligations of Seller set forth in this paragraph. Unless otherwise arranged with Buyer, Seller shall pay all royalties and expense fees on Goods and Work Product incorporated in or related to the Services. To the extent there is a conflict between this paragraph and the “intellectual property” paragraph in the Terms and Conditions, this paragraph has priority.
Buyer’s Property. All Buyer’s drawings, samples, schedules, specifications, models, ideas, inventions, discoveries, processes, improvements, specifications, Instructions, notes, and all other documentation (“Buyer’s Property”) provided to Seller are not to be used by Seller for any purpose other than the rendering of the Services and providing Goods under the Agreement. Upon the completion of the Services or termination of the Agreement for any cause or for no cause, or at any earlier time upon the demand of Buyer, Seller shall, without cost to Buyer, return to Buyer, in an orderly and expeditious manner, all Buyer’s Property and other property belonging to Buyer, including, but not limited to, Work Product, then in the possession of Seller, including copies, extracts, summaries and portions thereof, on whatever media rendered, shall purge from its computer systems any Buyer’s Property unless otherwise provided in the Purchase Order, and, upon request of Buyer, certify in writing that it has complied with these requirements.
Quality Materials and Warranty. In addition to the other warranties set forth in the Agreement, Seller guarantees and warrants all Services for a period of one year from the date of final payment. Seller warrants that the Work Product supplied by Seller under the Agreement and all rights thereto are: ( l ) owned by Seller, and do not violate or in any way infringe upon the rights of any third party; and, (2) are free and clear of all liens and encumbrances. This warranty supplements the warranties set forth in the Terms and Conditions
Equipment. Seller shall provide, at its expense, allequipment, materials and supplies required by Seller tocomplete its performance hereunder, except for equipment,material and supplies, if any, to be provided or paid for by Buyer. Seller acknowledges and agrees that Buyer shall not be held liable for any loss of or damage to any equipment or other property belonging to or rented by Seller or its employees or agents which is used, or to be used in connection with this Agreement, except to the extent attributable to the gross negligence or willful misconduct by Buyer or its employees or agents. Subject to the requirements of Section 20, Seller shall insure all of its equipment, materials and supplies with the necessary comprehensive general liability insurance.
Protection of Services and Property. Inconnection with its performance under the Agreement, Seller shall continuously protect Buyer’sproperty including, but not limited to, Buyer’s Property, equipment and real estate, from damage, injury or loss and shall provide and maintain all passageways, guard fences,lights and other facilities for protection required by public authority or local conditions. If attributable to Seller, Seller shall repair or replace any damaged, injured or lost Buyer’s property to the extent necessary to return the property to its condition prior to the damage, injury or loss. Buyer assumes no responsibility for loss, damage, destruction, or theft of property owned by or leased to Seller or its subcontractors.
Status Reports and Access. Seller willprovide Buyer, upon request and at no cost to Buyer, with a written status report of Services accomplished, Services in progress, and Services planned with completion dates.Buyer and its representatives shall at all times have access to the Services wherever they are being performed and Seller shall provide safe access for Buyer where the Services are being performed.Ifthe Services are to be examined, inspected or tested by Buyer or a third party (the “Inspection”), Seller shall give Buyer timely notice of its readiness for Inspection. The parties shall mutually agree upon the inspection date, provided, however, that Seller shall not object to an inspection date set by a government or quasi-government authority.If any Services or related Goods should be covered up without approval or consent of Buyer, they will be uncovered for Inspection at Seller’s expense. Costs of Inspection required by any third party shall be borne by Seller and certificates of such Inspection and approval shall be obtained by Seller on behalf of Buyer to the extent allowed by law.
Supervision and Seller Personnel. Seller shall keep, during the entire performance of the Services, a competent supervisor. Seller shall, at all times, keep Buyer advised of the 24/7 contact information of the supervisor and shall provide Buyer with immediate written notice of any change in the supervisor. All directions given to supervisor shall be binding upon Seller as if given to Seller. Seller shall supervise the performance of the Services.
Changes in the Services. Buyer may change the scope of Services by written instruction to Seller, including, but not limited to, ordering additional Services or making changes by altering, adding to or deducting from the Services, without invalidating the Agreement. Seller shall submit at no cost to Buyer a written proposal outlining the costs and other pertinent information regarding a change in the scope of Services.Seller’s stated fees for the change in scope of Services may not be increased prior to acceptance by Buyer for a period of three (3) months from the date of receipt by Buyer. The parties agree that this paragraph will not be deemed waived by any conduct of Buyer. Moreover, waiver by Buyer of this paragraph in one or more instances shall not constitute a waiver on a subsequent occasion.
Correction of Services. In the Event that Goods resulting from the Services do not conform to the Instructions,Seller shall promptly remove from Buyer’s premises all non-conforming Goods and promptly replace and re-execute the Services in accordance with the Instructions/Samples and without expense to Buyer and shall bear the expense of making all Services in conformance with the Instructions/Samples.
Documentation. Upon request, Seller shall provide to Buyer a set of as-built drawings and all necessary updates/modifications required for Buyer to use and maintain the Goods for their intended purposes, for so long as Buyer is using the Goods. Seller shall deliver instructional documentation with the Goods. Such documentation shall include sets of operating and maintenance manuals, which shall include, at a minimum,the following; contractor and supplier lists, warranties,wiring and control diagrams, operating instructions, maintenance instructions,andparts lists.
Mutual Responsibility of Sellers. Should Seller cause damage ofanykind to any otherseller,Seller shallpromptly and fairlysettlewith suchsellerby agreementor otherwise soas to not delay the rendering of theServices.Ifsuchother sellersuesBuyer onaccount ofany damageattributable to Seller, Buyer shall notify Seller,who shalldefend such proceedings at Seller’ssole expenseand, ifanyjudgment against Buyer arises therefrom, Seller shallpayorsatisfyit and payallcosts incurred by Buyer and hold Buyer harmless. Ifanypart of Seller’s Services dependsonthe proper executionor theresultsof the services of any other seller,Sellershallinspectandpromptly report to Buyeranydefects insuchservicesor goodsthat render it unsuitable for such proper executionandresults. Seller’s failure to so inspect andreportshallconstitutean acceptanceof theother seller’s servicesandgoods as fit and proper.
Subcontractors. Seller shall,as soonas practicableafter Seller’s receiptofthis PurchaseOrder,notify Buyer inwritingofthe namesof subcontractorsto assistin the renderingofthe Servicesandforsuch othersas Buyer maydirectand shallnotemployany that Buyer has objection toandBuyer timely notifies Seller ofsuchobjection.Selleragrees that Seller is fully responsible to Buyer for theactsand omissionsof persons directlyemployedby Sellerandforthe acts and omissions of itssubcontractors and ofpersonseitherdirectly or indirectlyemployedby them.Nothing containedinthe Agreementshall create anycontractual relationship betweenany subcontractor andBuyer.
Use of Buyer’s Premises. WhenSeller,its agents,oritssubcontractors areperforming theServicesonBuyer’spremises,Sellershall confineSeller’sequipment, apparatus,thestorageof materials, and theoperations ofits employees, agents andsubcontractorsto limits indicated by law,ordinances,rules,standards,regulations, permits,ordirections of Buyerand shallnot unreasonably encumber Buyer’s premiseswithSeller’sequipment,apparatus,or materials. Sellershall enforceBuyer’srules, regulationsandinstructions including, butnotlimited to those regarding signs,advertisements,firesandsmoking,safetyand welding procedures. Seller shall not create any unsafe or unhealthfulworking conditionsto which Seller’semployees oremployees of Buyerand/orsubcontractors may be exposedand shallbe responsible for enforcingalloccupational and safety laws relating to the Services.Ifrequested by Buyer,Sellershall provide, maintain,andproperly removesanitaryfacilities. No photographsofBuyer’s premisesor the Services shallbe taken norshallSellerallow anyphotographs to be taken bySeller’s employees,subcontractors, oranyother person participating through this Agreementwithouttheexpresswritten permission of Buyer. Allsuch approved photographs are Work Productand shallbecomethepropertyof Buyer,andthe use shallbe controlledbyBuyer.
Site Condition. Buyer’s sitesareindustrialchemicalmanufacturingfacilities.Sellershall avoid contact with Buyer’schemicalsand equipment and withchemicalsorresidue that may beinor on thegroundin either liquid orsol idform whenat Buyer’ssite(s).Buyerhas materialsafetydata sheetsfor Seller’sreference. Seller issolelyresponsible for ensuring that all necessary and appropriatesafety,trainingandprocedural precautionsaretaken bySeller andSeller’sagents. In theevent ofany incidentofinjury or illness involving SellerorSeller’s agents,Seller shallpromptly notify Buyerand shall,upon Buyer’s request,provideBuyerwith access toallfiles, recordsandreports relating tosuchincident inSeller’scustodyor control.Access toBuyer’s siteto perform Servicesare/ordeliver Goods must be authorized byappropriateBuyer’s personnel.
Cleaning Up. When Selleroritssubcontractors areperforming theServices onBuyer’spremises,Sellershallatalltimes keep the premises free from accumulationsof wastematerial or rubbish caused bySeller,itsemployees, agentsor subcontractor, andatthe completionofthe Services, Seller shall remove allofits waste materialandrubbish from andaboutthe premisesandall of itstools, scaffoldingandsurplusmaterialsandshall leave the premises“broomclean”or itsequivalent,unlessmoreexactlyspecified. In case of dispute, Buyer mayremove anyremaining material and the rubbishandcharge thecost to Selleror applythecost againstanyfinal payment dueSeller.
Nature of Relationship. Therelationship betweenBuyerand Seller is that of independent contractors. Neither party shall be deemed to bethe agentof theothernor isanyjoint venture or partnershiprelationship herebycreatedand neitherpartyis authorizedtotake anyaction bindingupon theother.
Law Compliance. The Rider incorporatesby referenceand Sellershallcomply with all applicable laws, rules, regulations, ordinancesand executiveorders,includingbutnotlimitedto environmentallaws(“Laws”), of anygovernmentalauthorityrelated inany wayto the Services. Permitsandlicenses necessaryfor theperformanceofthe Servicesshallbe securedandpaidforby Seller. If Sellersuppliesany Services contrary to theLaws,Seller shall bear all costsand expenserelated to modifying or replacingsuchServices.
Insurance.Unlessotherwise expressly stated onthe Purchase Order,Sellershall maintain:
1. Employer’s liability and worker’s compensation insurance as required by applicable laws.
2. Comprehensive general liability insurance which includes all claims for damages for personal injuries or death suffered by persons other than Seller’s employees. This insurance shall be in an amount of not less than Two Million U.S. Dollars ($2,000,000) per occurrence and liability insurance against all claims for damages to property of Buyer and other parties in an amount of not less than One Million U.S. Dollars ($1,000,000).
3. Comprehensive general liability insurance which includes all claims for contractual liability, property damage, personal injury liability, explosion/collapse, and products and completed operations liability in an amount of not less than Two Million U.S. Dollars ($2,000,000) per occurrence. Such comprehensive general liability insurance shall cover the operation or use of any equipment, material or supplies that Seller provides to complete the Services pursuant to Section 6.
4. In the event Seller shall use automobiles, trucks, or other self-propelled vehicles in the performance of this Purchase Order, Seller shall also maintain comprehensive automobile liability insurance which includes all claims arising out of owned, non-owned, and hired vehicles. This insurance shall be in an amount of not less than Two Million U.S. Dollars ($2,000,000) for any one person, Two Million U.S. Dollars ($2,000,000) per occurrence, and property damage insurance in an amount of not less than One Million U.S. Dollars ($1,000,000) for the operation of such vehicles.
5. Where potential exposure is present, Seller should obtain pollution insurance in the amount of Two Million U.S. Dollars ($2,000,000) per occurrence.
6. The comprehensive general liability insurance and comprehensive automobile liability insurance required by this Agreement shall be occurrence based policies.
7. For all insurance coverage required by this Agreement, Seller shall specifically name Buyer as an additional insured with coverage primary to any other insurance available to Buyer. Seller shall be responsible for insuring that all subcontractors name Buyer as an additional named insured with coverage primary to any other insurance available to Buyer. Any exceptions to full insurance coverage must have the written approval of Buyer and shall be noted on the certificate of insurance. Special hazards, if not otherwise insured, shall upon agreement with Buyer, be insured by adding a rider to the insurance policy. Seller shall submit to Buyer, upon request, a certificate of insurance prior to commencing Services or delivering Goods. Insurance shall be in a form reasonably acceptable to Buyer and shall require the insurer to give Buyer at least thirty (30) days prior notice of any modification or cancellation. To the extent there is a conflict between this paragraph and the “insurance” paragraph in the Terms and Conditions, this paragraph has priority.