P 1097 19 Henry B. Bigelow LeBus Sleeves.pdf

Rapp Marine NW, LLC 2260 W. Commodore Way Seattle, WA 98199

Phone (206) 286-8162 Fax (206) 286-3084 rapp.sales.us@macgregor.com www.macgregor.com

Budget Estimate P-1097-19

Date: Nov 15, 2019 Expires: Dec 15, 2019

Kenneth Marston

NOAA

Henry B. Bigelow 508.495.4708 Kenneth.d.marston@noaa.gov

Kenneth, Rapp Marine NW, LLC is pleased to present the following:

Item 1: RH LeBus Grooved Sleeve

Total item 1: $11,192.00

Item 2: LH LeBus Grooved Sleeve

Total item 2: $11,192.00

Total Parts: $22,384.00

8 week delivery from time of order

Freight will be charged at final invoice

Payment Terms: 50% down, 40% upon delivery, 10% upon completion of installation

Thank you for the opportunity and we look forward to working with you on this project.

Please contact me if you have any questions.

Sincerely, Patrick Watts

Technician/Sales

206-349-3964 pat.watts@macgregor.com mailto:sales.us@rappmarine.com

Seattle, WA 98199

Phone (206) 286-8162 Fax (206) 286-3084

General Terms & Conditions:

The delivery of this quote is based upon attached Rapp Marine’s Standard Terms and Conditions of Sales of New or Used Equipment & Service.

Standard Terms and Conditions of Sales of New or Used Equipment & Services

1. ACCEPTANCE OF ORDER; PARTIES TO AGREEMENT.

(A) These Standard Terms and Conditions (“T&C’s”) apply to all offers made and orders accepted by Rapp Marine U.S. Inc., a Washington corporation, and/or any of its subsidiaries, Rapp Marine NW LLC, a Washington limited liability company, Rapp Marine HP LLC, a Washington limited liability company, and Rapp Marine AK LLC, an Alaska limited liability company; as used in these T&C’s, “Rapp Marine” shall mean the relevant Rapp Marine entity that is named in the accompanying quotation. By agreeing to purchase the product manufactured by Rapp Marine (“Product) or obtain the service provided by Rapp Marine (“Service”) that is the subject of the accompanying quotation, you (“Customer”) acknowledge and agree that these T&C’s shall exclusively govern the transaction described in the quotation.

Customer’s acceptance of the offer set for in the accompanying quotation is expressly subject to and limited by these T&C’s. The final quotation accepted by Customer, or the final order confirmation prepared by Rapp Marine, or a separate contract signed by Customer and Rapp Marine, as the case may be, shall be the final expression of the agreement that is the subject of such quotation, order, or contract, and as supplemented by these T&C’s is referred to in these T&C’s as this “Agreement.”

All orders placed by Customer are subject to acceptance by Rapp Marine. Rapp Marine’s acceptance of any order is expressly subject to and conditioned upon Customer’s assent to these T&C’s to the exclusion of all other terms and conditions. Rapp Marine's failure to object to provisions contained in any communication from Customer does not waive the application of these T&C’s.

No other persons, parties or entities have any rights under this Agreement. These T&C’s shall be applicable whether or not they are attached to or enclosed with the products serviced. Customer's failure to reject these T&C’s within ten (10) days after receipt, or upon Customer's authorization for Rapp Marine to begin to provide the Products & Services, whichever occurs first, shall constitute Customer's unconditional acceptance of these T&C’s.

(B) Rapp Marine U.S. Inc. and its subsidiaries described above are independently-functioning operational divisions of Rapp Marine Group. Other divisions of Rapp Marine Group and any and all affiliates of Rapp Marine Group are not parties to this Agreement, have no obligations or duties arising from this Agreement and are to be treated as unrelated third parties for all purposes.

2. PRICES; TAXES.

(A) Prices set forth in Rapp Marine’s quotation are based on Rapp Marine’s knowledge of Customer’s requirements at the time the quote is made. Unless otherwise stated in the quotation, Rapp Marine’s offer is valid for the lesser of thirty (30) days from the date of quotation or through the end of the current calendar year. Rapp Marine may increase the prices for future deliveries if such deliveries occur after January 1 of the next calendar year unless otherwise stated in writing by Rapp Marine.

Unless otherwise stated in the quotation, prices do not include any applicable sales, use, excise or other applicable taxes, or any applicable duties or import fees. The amount of any such taxes, duties or fees shall be added to the invoice and must be paid by Customer unless Customer provides Rapp Marine with a tax exemption certificate acceptable to

Rapp Marine and the applicable taxing authority.

(B) Rapp Marine has established “Standard Labor Rates”. Unless otherwise stated in the quotation for Rapp Marine will charge the Standard Labor Rate for all Services and will charge Rapp Marine’s cost plus a 15% margin for parts and materials consumed in providing such Services.

(i) Freight, Travel, Excise, Import Fees or associated charges paid by Rapp Marine will be billed at cost plus a 15% margin.

(ii) At no time will Rapp Marine provide detailed copies of receipts for such expenses unless specifically agreed in writing at the time of sale.

(C) For Services on items shipped by Customer to Rapp Marine, for Customer will arrange and pay for all packaging, handling, transportation, insurance and other costs associated with such shipment.

For warranty repairs, Rapp Marine will pay the costs of Rapp Marine’s standard packaging, handling, and transportation for shipment of the unit back to Customer.

For non-warranty repairs and all other Services, Customer will pay for all packaging, handling, transportation and other costs associated with Rapp Marine’s shipment back to

Customer. Costs for shipping requirements from Customer deviating from Rapp Marine’s standard practice will be paid by Customer.

3. PAYMENT TERMS; CREDIT.

(A) Customer agrees to provide payment guarantees and make payments as specified in the quotation accompanying these T&C’s. Unless otherwise specified in the quotation, all payments shall be due immediately upon Customer’s receipt of invoice. Rapp Marine will invoice Customer for each shipment under this Agreement, including any installment or partial shipment, and Customer must pay accordingly.

Direct deposit or wire transfer in United States dollars (USD) may be used to make payment. All banking and wire fees are for payers account. Late payment charges of 1.5% per month, or the maximum allowed by law, will be charged on accounts more than thirty (30) days past due. If Customer fails to pay invoiced amounts within sixty (60) days of due date, Customer agrees to pay reasonable collection fees, including relevant attorney and court fees, as charged to Customer’s account until account is settled in full.

Seattle, WA 98199

Phone (206) 286-8162 Fax (206) 286-3084

(B) Advance payment will be required until Customer’s credit is reviewed and approved. Credit terms, shipments, deliveries, and performance of work shall at all times be subject to the approval of Rapp Marine’s credit department. Rapp Marine may at any time decline to release an order for delivery or perform any work except upon prior receipt of full payment, including applicable late payment charges, or receipt of satisfactory security interest in Product, issuance of bank Letter of Credit, or other guarantee acceptable to Rapp

Marine. Without limiting the foregoing, if Customer accepts the Product while any amounts remain owing by Customer to Rapp Marine, Customer will be deemed to have granted and does hereby grant to Rapp Marine a security interest in all of Customer’s right, title and interest, whether now owned or hereafter acquired, in such Product as security for

Customer’s payment obligations to Rapp Marine, and Customer hereby authorizes Rapp Marine to file such UCC financing statements as Rapp Marine may deem necessary to perfect such security interest.

In the event of Customer’s bankruptcy or insolvency, Rapp Marine may terminate any order then outstanding and Customer will pay Rapp Marine cancellation charges and other costs due in accordance with article 11.

4. SHIPMENT TO RAPP MARINE. Except for SCANMAR® products, Customer may submit goods directly to Rapp Marine for Services without completion of Return Materials

Authorization. Return Materials Authorization (RMA) is required for Scanmar® products. Customer is responsible for all shipping charges and damage to the unit in transit until received by Rapp Marine.

It is Customer’s obligation to promptly provide all information reasonably requested by Rapp Marine. Delays in providing this information may result in delay of Rapp Marine’s performance of the Services or return of the goods to Customer. At a minimum, with each shipment of goods to Rapp Marine for Service, Customer must provide the following information:

(A) Company name and address

(B) Job or Vessel Name.

(C) Contact person's name, phone number, fax, or email.

(D) Part Number, Serial Number, Description.

(E) Description of failure or reason unit is being returned.

(F) Special Requirements, such as, ratings or governing regulations (API, ISO, DNV, etc).

(G) Date requested by customer.

(H) Return address.

5. DELIVERY SCHEDULES. Shipping dates are based on and subject to Rapp Marine’s prompt receipt from Customer of all necessary information described above; any delay in Rapp

Marine’s receipt of such information may result in a change in the shipping date.

Rapp Marine will endeavor to perform in accordance with the time quoted for Products and/or Services, but in no event shall Rapp Marine be liable for any damages (liquidated or otherwise), re-procurement costs, cover or penalties for delays in delivery.

6. FORCE MAJEURE. Without limiting the generality of the limitation of Rapp Marine’s liability for late delivery set forth in articles 5 and 18, Rapp Marine shall not be liable for delays in the performance of any order arising out of causes beyond the control and without the fault or negligence of Rapp Marine (a “force majeure”).

Such causes include, but are not restricted to, acts of God, acts of Customer, acts of any government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, war, terrorism, unusually severe weather and any delays of vendors or suppliers. In the event of any such delay, Rapp Marine will defer delivery for a period equal to the time lost because of the delay. If Rapp Marine is unable to complete delivery of an order due to a force majeure, Rapp Marine has the right to cancel or suspend the order in whole or in part by giving written notice to Customer.

7. CUSTOMER INQUIRIES. Customers may submit an inquiry regarding Product or Service to Rapp Marine, including status, technical, pricing or urgency by telephone, e-mail, fax, or in person. Customer shall be provided all information reasonably requested by Rapp Marine in response to the inquiry. Rapp Marine will endeavor to respond to Customer’s inquiry within 24 hours of receipt.

8. INSPECTION; ACCEPTANCE. Customer will promptly inspect all Products & Services performed upon delivery and immediately notify Rapp Marine if a nonconformity is discovered and give Rapp Marine a reasonable opportunity to inspect the nonconformity. Unless Customer notifies Rapp Marine by the tenth (10th) day following receipt of

Product or Services, all such Product or Services shall be deemed accepted by Customer. Customer agrees that ten (10) days is a reasonable amount of time for Customer to perform such inspection and acknowledges that such acceptance shall be final and without right of revocation.

9. WARRANTY AND DISCLAIMERS.

(A) Standard Product Warranty. Rapp Marine warrants that Products manufactured by Rapp Marine shall be free from defects in materials and workmanship for the lesser of fifteen (15) months from the date the Product is shipped or available for delivery, or twelve (12) months from installation and acceptance date.

All products and components manufactured by parties other than Rapp Marine are limited to the respective manufacturer’s warranty.

The Rapp Marine warranty shall be void and not apply to any Products that are damage caused by any of the following: misuse or abuse; accident; negligence; neglect; fire; flood;

improper maintenance or storage; installation, repair, or alteration other than by Rapp Marine; or similar conditions or circumstances not the fault of Rapp Marine.

(B) Disclaimer of All Other Warranties. THE WARRANTY SET FORTH IN ARTICLE 9(A) IS PROVIDED IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY

OR IMPLIED, ALL OF WHICH RAPP MARINE EXPRESLLY DISCLAIMS, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, DESIGN, TITLE, FREEDOM FROM PATENT INFRINGEMENT, FITNESS FOR MILITARY OR OTHER GOVERNMENT PURPOSES, CONFORMANCE TO ANY MILITARY OR OTHER

GOVERNMENT SPECIFICATIONS, FEDERAL ACQUISITION REGULATIONS OR OTHER GOVERNMENT PROCUREMENT STANDARDS, AND ANY OTHER WARRANTY IMPLIED BY USAGE

IN TRADE OR IN COURSE OF PERFORMANCE OR DEALING. RAPP MARINE NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR RAPP MARINE ANY

OTHER LIABILITY IN CONNECTION WITH THE SALE OF ITS PRODUCTS.

Seattle, WA 98199

Phone (206) 286-8162 Fax (206) 286-3084

(C) Remedies. As the exclusive remedy for a breach of the warranty set forth above, Rapp Marine shall at its sole discretion (i) repair the Product, (ii) replace the Product, or (iii) reimburse the purchase price to Customer. To make a claim for breach of the Standard Warranty, Customer must promptly notify Rapp Marine in writing of the specific defective

Product and the nature of the defect, and shall if requested by Rapp Marine return the defective Product, transportation and insurance prepaid, in accordance with instructions issued by Rapp Marine. Following receipt, Rapp Marine at its sole discretion will inspect and repair or replace the Product if the defect claimed is verified by Rapp Marine and in breach of the Standard Warranty. If the defect claimed by Customer cannot be reproduced or otherwise verified by Rapp Marine, or does not breach the Standard Warranty, the

Product will be returned to Customer unmodified at Customer’s expense. The necessary warranty actions and time to perform these actions are subject to Rapp Marine’s approval in its sole discretion. No costs incurred by Customer in connection with any warranty claims will be reimbursed by Rapp Marine. No third-party costs or claims will be paid by Rapp

Marine unless Rapp Marine has specifically authorized such reimbursement in advance, in writing. Without limiting the foregoing, Customer shall be responsible for all travel, freight, administrative fees, surcharges, export/import duties and other expenses relating to transporting the Product to Rapp Marine for repair.

The remedies set forth in this article 9(C) are the sole and exclusive remedies available to Customer for a breach of the Standard Product Warranty.

(D) Commercial Goods and Services Only. All Services provided by Rapp Marine through this Agreement are of a commercial nature, are appropriate for commercial use, and are only sold under commercial terms and conditions. Rapp Marine does not warrant or otherwise represent that any Services or Products provided to Customer conform to any military or other government specifications, Federal Acquisition Regulations or other government procurement standards. The application of any of those terms would result in a material alteration of these T&C’s, which alteration Rapp Marine explicitly rejects.

(E) Sale of Products & Services Are Expressly Conditional on Acceptance of Disclaimer of Warranties. Rapp Marine’s performance under this Agreement, including the performance of Services, is expressly conditioned upon Customer’s assent to Rapp Marine’s disclaimer of warranties in article 9(B) above.

If this disclaimer of warranties is not acceptable, Customer must notify Rapp Marine immediately and in any event, prior to Rapp Marine’s commencement of work pursuant to this

Agreement. In the event Customer procures Rapp Marine’s Services in the performance of a government contract, Customer expressly covenants and agrees that it will notify the government in advance of these T&C’s.

10. EXPORT DOCUMENTATION, DUTIES, TAXES AND FEES. All export licenses, documentation, customs duties, taxes and fees are the responsibility of the Customer and will be billed at a rate of cost-plus 15% margin.

11. CANCELLATION. Customer may cancel its order wholly or partially by written notice received by Rapp Marine prior to the scheduled delivery date.

For any cancelled order, Customer must pay Rapp Marine a cancellation charge comprised of twenty percent (20%) of the price of the cancelled portion of the order, plus full reimbursement for all direct and indirect costs; settlements with suppliers, and administrative, accounting, and legal costs and fees incurred by Rapp Marine associated with the cancellation. Rapp Marine will notify Customer of the amount owed, which amount shall be immediately due and payable to Rapp Marine.

12. DEFAULT. Rapp Marine may terminate this Agreement if Customer breaches a material provision of this Agreement. If Customer breaches a material provision of this

Agreement, Rapp Marine will submit a written cure notice to Customer advising of the breach. Customer will have ten (10) days to cure the breach. In addition to its other rights and remedies, if Customer does not cure the breach within the ten (10) day period, Rapp Marine may, in additional to exercising any other remedy available at law or equity, terminate this Agreement.

13. GOVERNING LAW; DISPUTES & JURISDICTION. This Agreement is governed by the laws of the United States and the State of Washington, without effect given to its conflict of laws, provisions; without limiting the foregoing, Customer and Rapp Marine agree that the United Nations Convention on the International Sale of Goods (CISG) and the UNIDROIT

Principles of International Commercial Contracts shall not apply to this Agreement. Disputes which arise under this order and which cannot be settled amicably by the parties hereto shall solely and finally be settled by binding arbitration in Seattle, Washington, United States of America under the prevailing commercial conciliation and arbitration rules of the American Arbitration Association. Judgment upon the arbitration award or decision may be entered in any court having competent jurisdiction thereof. Arbitration awards and decisions are subject to the Limitation of Liability in article 18.

14. EXPORT COMPLIANCE; U.S. FOREIGN CORRUPT PRACTICES ACT. Customer must comply with all applicable laws, licensing requirements and other regulations governing the resale, import, export, or re-export of the Products or Services purchased and Software licensed from Rapp Marine, including the United States Foreign Corrupt Practices Act

(FCPA), 15 U.S.C. §§ 78dd1 through 78dd3, as amended, and all restrictions imposed by the U.S. government on the transfer and retransfer of these Products and Software generally and to specific end users. Customer will indemnify Rapp Marine from all claims, liabilities, or losses (including but not limited to attorney’s fees and other costs incurred in defending against such claims) which may arise as a result of Customer’s failure to comply with such requirements. Customer acknowledges that Rapp Marine is subject to

United States law, and Customer holds Rapp Marine harmless from all liability for any failure by Rapp Marine to perform attributable to United States law.

15. SOFTWARE. All software provided to Customer under this Agreement, not limited to catalog product or software developed in performance of this Agreement, and its associated documentation (“Software”), are provided under license only, and not as a sale or other transfer of ownership. All right, title and interest in and to Software, including the media on which it is furnished to Customer, remain with Rapp Marine or the manufacturer. No right, title or interest in the Software is granted under this Agreement. Further, prior to delivery, Customer must execute Rapp Marine’s standard license and maintenance agreements for the Software, and Customer has no license of any kind to Software until

Customer executes those agreements.

16. INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY. (A) The copyright, patent and any other intellectual property right pertaining to goods, services, manufacturing processes, tooling, fixtures, equipment, designs, specifications, drawings, software or any other material owned or acquired by Rapp Marine or created by Rapp Marine in the course of Rapp Marine’s performance under this Agreement, shall remain the absolute and irrevocable property of Rapp Marine. Customer must not reverse engineer or reverse compile any goods, software or other materials received from Rapp Marine, nor permit a third party to do so.

(B) Customer must keep confidential and protect from unauthorized use and disclosure all confidential, proprietary and/or trade secret information, all tangible items and software containing, conveying or embodying this information, and all information derived from this information (collectively, “Proprietary Information”), obta ined, directly or indirectly, from Rapp Marine in connection with this Agreement. Customer may use Proprietary Information only in the performance of and for the purpose of this Agreement. Customer may disclose Proprietary Information and Materials of Customer to its employees as necessary for the performance of this Agreement. Customer is liable to Rapp Marine for any breach of Customer’s obligations under this article by Customer’s employees.

17. INDEMNIFICATION. Customer agrees to defend, indemnify and hold harmless Rapp Marine, its officers, directors, and employees, from and against any and all claims, losses, liabilities or expenses (including without limitation attorney's fees) of any kind which may arise, in whole or in part, out of or relating to:

(A) infringement of U.S. or foreign patents, designs, copyrights, or trademarks to the extent that:

(i) the infringing Product is manufactured, sold, and used in whole or in part to Customer's designs;

Seattle, WA 98199

Phone (206) 286-8162 Fax (206) 286-3084

(ii) the infringement results from Customer’s use of the infringing Product for purposes other than those expressly communicated to Customer in writing; or

(iii) the infringement results from the use of the Product in conjunction with other products;

(B) property damage, personal injury or death caused by Customer's employees or agents on property owned or controlled by Rapp Marine;

(C) any Product manufactured pursuant to this Agreement in whole or in part to Customer’s designs, unless such claim arises solely due to Rapp Marine’s manufacturing process, assembly operation, or negligence;

(D) any Product transferred by Customer to a third party; or

(E) a breach by Customer of its obligations under this Agreement.

18. LIMITATION OF LIABILITY. RAPP MARINE SHALL NOT LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE. RAPP MARINE IS NOT LIABLE FOR ANY LOSS OF

CUSTOMER’S DATA RESULTING FROM THE PROVISION OF SERVICES BY RAPP MARINE OR THE USE OF RAPP MARINE’S GOODS BY CUSTOMER, REGARDLESS OF WHETHER SUCH

GOODS WERE PROPERLY USED BY CUSTOMER.

RAPP MARINE’S TOTAL LIABILITY TO CUSTOMER AND ITS CUSTOMERS, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INDEMNITY, DEFENSE AND HOLD HARMLESS

OBLIGATIONS, SHALL NOT EXCEED THE PRICE OF THE PARTICULAR GOOD OR SERVICE GIVING RISE TO THE LIABILITY, AND CUSTOMER AGREES TO INDEMNIFY RAPP MARINE

FOR ANY AMOUNTS IN EXCESS THEREOF. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL RAPP MARINE BE LIABLE FOR

ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, MULTIPLE, ADMINISTRATIVE, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGE DEEMED TO BE OF AN INDIRECT

OR CONSEQUENTIAL NATURE ARISING OUT OF OR RELATED TO ITS PERFORMANCE UNDER THIS CONTRACT, INCLUDING WITHOUT LIMITATION, CUSTOMER’S LOSS OF USE, LOST REVENUES, LOSS OF ANTICIPATED PROFITS AND COST OF CAPITAL, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION AND WHETHER BASED UPON BREACH

OF CONTRACT, WARRANTY, OR NEGLIGENCE AND WHETHER GROUNDED IN TORT, CONTRACT, CIVIL LAW, OR OTHER THEORIES OF LIABILITY, INCLUDING STRICT LIABILITY, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR IF RAPP MARINE FORESAW OR OUGHT TO HAVE FORESEEN CIRCUMSTANCES WHICH COULD RESULT

IN SUCH DAMAGES.

TO THE EXTENT THAT THIS LIMITATION OF LIABILITY CONFLICTS WITH ANY OTHER PROVISIONS OF THIS CONTRACT, THOSE PROVISIONS ARE AMENDED AS REQUIRED TO MAKE

THEM CONSISTENT WITH THIS LIMITATION OF LIABILITY.

20. QUALITY ASSURANCE AND REPAIR ORGRANIZATION. Where applicable Rapp Marine’s Quality Management System adheres to the applicable authority and standards as written.

21. ETHICS AND VALUES. Rapp Marine is committed to uncompromising ethical standards, strict adherence to law and customer satisfaction. Rapp Marine encourages Customer to communicate concerns and ask questions about Rapp Marine’s ethics and values by calling our office in Seattle at 206) 286-8162.

22. ASSIGNMENT. Customer may not assign any right, obligation or interest arising from this Agreement without the prior written consent of Rapp Marine, which shall not be unreasonably withheld. Rapp Marine may at any time and without Customer’s consent assign any or all of its rights, obligations, or interests arising from this Agreement to any successor, by way of merger or consolidation or the acquisition of substantially all of the entire business and assets of the participant relating to the subject matter of this

Agreement.

23. SEVERABILITY. Should any provision contained in this Agreement be unenforceable under present or future laws or in a court of with jurisdiction over this Agreement, the unenforceable provision will be replaced by a provision which lawfully enforces the parties' intention underlying the unenforceable provision, and the remaining provisions of this

Agreement will remain in full force and effect.

24. WAIVER. No provision of this Agreement is waived by any act or knowledge on the part of either party, except by a written instrument signed by a legally authorized officer of that party. The waiver by either party of any right or a party’s failure to enforce a provision of this Agreement, is not a continuing waiver or a waiver of any other rights or of any material breach or failure of performance of the other party.

25. SURVIVAL. The following articles will survive the termination or expiration of this Agreement or completion of any order: 1: Acceptance of Order; Parties to Agreement; 2:

Prices; Taxes; 3: Payment Terms; Credit; 5: Delivery Schedules; 6: Force Majeure; 9: Warranty and Disclaimers; 11:Cancellation; 12: Default; 13: Governing Law; Disputes &

Jurisdiction; 14: Export Compliance; Foreign Corrupt Practices Act; 16: Intellectual Property Rights; Confidentiality; 17: Indemnification; 18: Limitation of Liability; 22: Assignment;

23: Severability; and 25: Survival.

26. ENTIRE AGREEMENT; AMENDMENT. This Agreement is the final, complete, and exclusive statement of the agreement between Rapp Marine and Customer. Any previous agreements or understandings pertaining to this Agreement, whether oral, written or implied, are superseded by this Agreement.

These terms shall prevail over any subsequent or contemporaneous terms and conditions contained in any order or other document submitted by Customer. This Agreement may be amended only by mutual written agreement by authorized officials of both parties.