Northern Powerline Constructors, Inc.

NORTHERN POWERLINE CONSTRUCTORS, INC

SERVICE ORDER STANDARD TERMS AND CONDITIONS

Please read these terms and conditions carefully. They materially affect the parties’ obligations. Contractor will do business only on the terms and conditions of this Service Order, unless modified by mutual agreement of Contractor and Customer.

1. Acceptance: Contrary Terms: Entire Agreement. This Service Order is an offer to provide the goods, materials, and/or services (“Articles”) described on the face of this Service Order, upon the terms and conditions and at the price(s) and with the delivery date(s) stated herein. Contractor may revoke this offer at any time prior to its acceptance by Customer. Commencement of performance by Contractor or written acceptance by Customer of this Service Order will result in a firm contract containing all terms and conditions on this Service Order. This Service Order is intended by the parties to be the final expression of their agreement and is intended also as a complete and exclusive statement of the terms and conditions thereof.
2. Indemnification. Customer agrees to defend, indemnify, and hold Contractor, its employees, directors, officers, successors and assigns (individually and collectively the “Contractor lndemnitees”), harmless from and against any and all claims, demands, suits, actions, legal proceedings, liabilities, losses, injuries, penalties, assessments, expenses, delay damages, liquidated damages, attorneys’ fees and/or costs whatsoever, (collectively “Claims/Liabilities”) incident to or arising out of the performance of the Service Order, to the extent such Claims/Liabilities are caused by Customer’s negligence and/or willful misconduct. Contractor agrees to defend, indemnify, and hold Customer, its employees, directors, officers, successors and assigns (individually and collectively the “Customer lndemnitees”), harmless from and against any and all claims, demands, suits, actions, legal proceedings, liabilities, losses, injuries, penalties, assessments, expenses, delay damages, liquidated damages, attorneys’ fees and/or costs whatsoever, (collectively “Claims/Liabilities”) incident to or arising out of the performance of the Service Order, to the extent such Claims/Liabilities are caused by Contractor’s negligence and/or willful misconduct.
3. Warranty. In addition to any specific warranties explicitly incorporated herein by attachment, , Contractor specifically warrants, for 12 months from installation, that its workmanship and any materials delivered as part of the services will be: (a) new and not used; (b) of commercially prevailing grade and quality; (c) free from defects in material and workmanship; (d) to the extent the materials are  manufactured in accordance with a design provided by Contractor, free from defects in design; and (e) fit for the purposes specified. With respect to manufacturers’ warranties, Contractor shall exercise its best efforts to assign such warranties to Customer. Contractor shall be liable for the cost of removal, repair or replacement, re-installation, and transportation of defective materials.  THE EXPRESS WARRANTIES OF CONTRACTOR SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE), AND CONTRACTOR HEREBY DISCLAIMS ANY AND ALL SUCH OTHER WARRANTIES.
4. Conditions of Payment. Unless otherwise stated on this Service Order, the terms of payment will be as follows: Payment for invoices shall be 30 days from date of invoice. Payment shall be sent to: Northern Powerline Constructors, Inc., 301 W. Northern Lights Boulevard, Suite 300, Anchorage, AK 99503. Customer may return any invoice containing an error, and Contractor shall provide a corrected invoice to Customer. In the event of late payment, the Contractor shall apply an interest rate of 1.5% per month on the outstanding balance until payment is received.
5. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, regulations and orders.
6. Applicable Law; Exclusive Forum. The validity, construction, and enforcement of this Service Order will be governed by and interpreted under the local, domestic law of the State of Alaska, without reference to the conflict of law provisions thereof. Further, the parties hereto agree that the state courts located in Anchorage, Alaska, or the federal courts located in Anchorage, Alaska having subject matter jurisdiction shall be the exclusive forums for any cause of action filed in any court of law or equity arising out of or in any way related to this Service Order.
7. Confidentiality; Contractor’s Property. Customer agrees that any terms of this Service Order, including price and quantities, and information that Contractor provides to Customer during the term of the Service Order, including, without limitation, any specifications, drawings, designs, manufacturing data, marketing, development, operations or business activities, or trade secrets (“Confidential Information”), is proprietary, confidential and remains the property of Contractor, its customers, project owners or such third parties, as applicable, and Customer shall keep such Confidential Information strictly confidential and shall not disclose it to any third party except its attorneys, accountants, auditors, manufacturers, tax advisors, and financial advisors, who agree in writing to be similarly bound, or use it directly or indirectly for any purpose except for the performance of the Service Order without the express written consent of Contractor.
8. Right to Liens. To the fullest extent permitted by law, Customer agrees that Contractor has the right to file any lien of any kind, including, but not limited to, any laborers’, mechanics’ and/or materialmens’ liens (collectively, “Lien”) against Customer in the appropriate district of the State of Alaska Recorder’s Office for non-payment of invoices.
9. Enforceability; Reservation of Rights; Waiver; Setoff; Corrections. If any provision of this Service Order, or the application thereof, is deemed invalid or unenforceable to any extent, the remainder of this Service Order, including other applications thereof, shall not be affected thereby, and each provision of this Service Order shall be valid and enforceable to the fullest extent permitted by law. Contractor explicitly reserves its rights to all remedies available to it under applicable law. The waiver by Contractor of a breach by Customer of any term or condition hereunder will not be deemed a waiver of future compliance and such term or condition will remain in full force and effect. Contractor and Customer’s clerical and stenographic errors are subject to correction.
10. Limitations of Liability. Notwithstanding anything in this Service Order to the contrary, neither party shall be liable to the other for any indirect, special, incidental, punitive, exemplary or consequential damages, whether based in contract, tort, warranty, strict liability or otherwise, including, but not limited to damages for lost production, lost revenue, lost product, lost profits, lost business or loss of use whether or not such damages were foreseeable or either party was advised of the possibilities of such damages; except to the extent of such party’s (including parties under its control) willful misconduct, gross negligence, and/or breach of confidentiality provisions, and indemnity obligations hereunder for third party claims. Contractor’s maximum aggregate liability to Customer, regardless of cause (whether in contract, tort, strict liability, or otherwise), other than third-party claims indemnified by Contractor hereunder, shall not exceed in the aggregate an amount equal to the greater of the total amount of compensation paid to Contractor for the Service Order.