Last revised February 5, 2009

The Southeastern Pennsylvania Transportation Authority (hereinafter "SEPTA") is a body corporate and politic exercising the powers of the Commonwealth of Pennsylvania as an agency and instrumentality thereof. In the absence of a signed formal contract from SEPTA, purchases by SEPTA are made expressly subject to SEPTA's terms and conditions of purchase set forth on this Purchase Order (hereinafter referred to as "P.O."), including any documents incorporated herein by reference, and are further made subject to applicable provisions of SEPTA's Procurement Manual (adopted by the SEPTA Board on April 26, 2001). In the event of a conflict between the terms of a signed formal contract and this Purchase Order, the terms of the signed formal contract shall govern. SEPTA's Procurement Manual is on file and available for examination by the party issued this P.O. (hereinafter referred to as "Seller") by SEPTA at SEPTA's offices at 1234 Market Street, Philadelphia, PA, 19107.

TAX INFORMATION/EXEMPTIONS FROM TAXATION
(a) Federal Excise Tax: SEPTA is exempt for purchases by and for SEPTA's exclusive use under Exemption Registration Number A185124, or other applicable current exemption. It is understood that exemption from the Federal Excise Tax in the case of sale of articles under any exemption certificate provided by SEPTA is limited to the sale of articles purchased for SEPTA's exclusive use.
(b) Pennsylvania Sales and Use Tax
(1) Exemption for Purchases of Tangible Personal Property or Services: Sales of tangible personal property or services to SEPTA are not taxable (see Commonwealth Department of Revenue, Sales and Use Tax Regulation 61 Pa. Code Sec. 32.23). The transaction is exempt only when the sale is made and invoiced directly to SEPTA.
(2) Public Utility: SEPTA performs as a public utility and is entitled to the sales and use tax exemption set forth in the Commonwealth's Department of Revenue, Sales and Use Tax Regulation 61 Pa. Code Sec. 32.23. Seller must determine its own tax responsibility with respect to any such public utility exemptions for material/equipment purchased or used for SEPTA work and SEPTA makes no representations as to Seller's tax responsibility therefrom.
(c) Oil Company Franchise Tax Exemption
(1) For Direct Purchases: SEPTA will appropriately provide an Exemption Certificate to SEPTA's suppliers indicating SEPTA's "Commonwealth" exemption status.
(2) For Other Contracts: Any contractor to SEPTA using crude oil products taxable under the oil company franchise is alone responsible for its tax liability or exemption therefrom.

UNAUTHORIZED SUBSTITUTION: An award, if any, as a result of a solicitation will be for the material specified in said solicitation and at the quoted unit price. Unauthorized substitution of the material specified shall subject the seller to sanctions in accordance with SEPTA's procurement manual.

PRICE: This order must not be filled at a price or prices higher than those indicated on the front of this P.O. Price or prices shall be firm and as specified by SEPTA herein.

PAYMENT TERMS: Net 30 days unless otherwise stated herein by SEPTA.

WARRANTIES: (a) Seller expressly warrants that all goods ordered according to plans, drawings, specifications or samples furnished by SEPTA, or furnished by Seller and approved and accepted by SEPTA, (which are incorporated by reference and made a part hereof) will conform thereto, and in addition expressly warrants that all goods will be merchantable and will be free from defects in material and workmanship. (b) Seller expressly warrants that the goods and/or work purchased hereunder, and the production, sale and use, thereof, do not and will not infringe any third party patent rights. Seller shall, at its own expense, defend any suit that may arise in respect thereto, provided Seller is notified thereof, and Seller shall indemnify and hold harmless SEPTA, its successors and assigns, its officers, agents, servants, and employees, and the customers of any of them, from all loss, damages, costs, and expenses (including attorney's fees) which may be incurred on account of the assertion of any patent rights by any person.

THIRD PARTY CLAIMS: Seller agrees to indemnify and to hold harmless and defend SEPTA against any loss, cost, damage or expense including attorney's fees, arising out of any claim or charge for personal injury, death or property damage asserted against SEPTA attributable to the sale and delivery of the goods to SEPTA or the use thereof by SEPTA. Seller hereby agrees to be liable for and to defend, indemnify and save harmless SEPTA, for any claims made by an employee of Seller, including claims for compensation or benefits payable to any extent by or for Seller under any workers' or similar compensation acts or other employee benefit acts, and Seller expressly waives its statutory protection under '303, as amended, of The Pennsylvania Workers' Compensation Act, 77 P.S. Sec. 481(b).

SURETY BOND REQUIREMENTS: If bonds are required under this P.O., they shall be in form acceptable to SEPTA and issued by a company currently authorized under 31 CFR Part 223 as possessing a Certificate of Authority thereunder.

WORKING ON BUYER'S PREMISES: In the event that installation or any other work in connection with the goods or services purchased hereunder is to be performed on SEPTA's premises, the following terms and conditions shall apply:
(a) Upon request of SEPTA, Seller agrees to furnish evidence acceptable to SEPTA of adequate insurance coverage of public liability, automobile liability, property damage liability and workmen's compensation.
(b) Seller agrees that all persons who were compensated by Seller shall be deemed to be its employees for the purpose of any tax or contribution levied by the federal, state and local government, as well as Seller's obligations in 6. above, and accepts exclusive liability for any payroll tax or contribution imposed by federal, state and local laws covering such persons.
(c) Seller agrees to comply with all rules and regulations including, but not limited to, general rules and regulations, electronic regulations, smoking restrictions and safety requirements.

CLAIMS: (a) All goods furnished hereunder will be subject to final inspection and approval of SEPTA within a reasonable time after delivery (irrespective of date of payment) and SEPTA may reject nonconforming goods. Rejected goods may be returned by SEPTA to Seller at Seller's expense and SEPTA shall have no further obligation with respect to such goods. In no event shall SEPTA incur any liability for payment of rejected goods.
(b) SEPTA shall have a reasonable time to submit claims of count, weight, quality, loss or damage to goods delivered hereunder provided that in no event shall a reasonable time be deemed to be less than 10 days from the date of delivery of goods. Damages with respect to such claims shall be calculated by SEPTA and the amount thereof deducted from Seller's invoice; or, if previously paid, shall be reimbursed by Seller to SEPTA.
(c) Seller shall assume responsibility for and agrees to pay any and all loss, cost, damage (including incidental and consequential damages) or expense, including attorney's fees, incurred by SEPTA arising directly or indirectly out of the sale of the goods hereunder or the use thereof by SEPTA. The above remedies are cumulative and in addition to all other remedies which SEPTA has at law or in equity.

PACKING: No charge will be allowed for packing, boxing or cartage unless specifically stipulated herein. A packing list bearing SEPTA's name, address and purchase order number must be placed in each packing container. SEPTA's weight and/or count shall be accepted as final and conclusive on all shipments not accompanied by such packing list.

CANCELLATION: (a) SEPTA may cancel this order without penalty or payment of cancellation charges if Seller fails to make delivery as specified, or within a reasonable time if no time for delivery is specified, or fails to comply with any other provision of this P.O. order or for any other good cause. (b) SEPTA may cancel any unfilled portion of this order at any time without cause upon giving Seller written notice. If SEPTA elects to cancel this order on such notice, Seller shall immediately discontinue the work and shall make every reasonable effort to cancel all existing orders upon terms satisfactory to SEPTA. Seller shall thereafter do only such work as may be necessary to preserve and protect work already in progress. In case of such cancellation, it is agreed that Seller shall be entitled to compensation for its costs, but not for any profits for the portion of the order not performed, including material for which orders have been placed. SEPTA shall have the option to take any goods and services included in this order, whether finished, unfinished or in progress, upon such terms as SEPTA and Seller may agree, in no event to exceed the price or prices indicated on the front of this P.O. All payments shall be subject to audit and approval by SEPTA.

ACTS BEYOND CONTROL OF PARTIES: Fires, floods, strikes, epidemics, accidents, shortages or transportation or any other causes beyond the reasonable control of the parties, which prevent Seller from delivering, or SEPTA from receiving any of the goods and services covered by this P.O. shall operate to suspend deliveries during the period required to remove such cause or causes, subject, however, to SEPTA's right of cancellation under 11.(b) above.
INSOLVENCY: In the event that the Seller shall become bankrupt, shall have a receiver appointed to its property or shall assign for the benefit of its creditors, SEPTA shall have the right to forthwith cancel this order or so much thereof as had been completed.

APPLICABLE LAWS: When this order and contract refers to manufactured goods or to work, Seller warrants and agrees that it has complied and will comply with all applicable Federal, State and local laws, codes, regulations. Seller agrees to indemnify and defend SEPTA and save SEPTA harmless if Seller fails to comply with the foregoing, and in the event of such failure, SEPTA may in addition, cancel this order and contract.

ASSIGNMENT: This order or any right or obligation thereunder may not be assigned, transferred or subcontracted by Seller without the written consent of SEPTA and any assignment, transfer or subcontract made without such written consent shall be void and ineffective.

WAIVER: Failure of SEPTA to insist on strict performance by Seller of the terms and conditions of this Purchase Order at any time shall not be construed as a waiver by SEPTA of such performance in the future.

TITLE AND RISK OF LOSS: Unless specifically agreed otherwise, title to and risk of loss of all goods furnished hereunder shall remain in Seller until receipt and acceptance of the goods at SEPTA's location. Notwithstanding restrictive legends to the contrary, title to customized plans, drawings and specifications with respect to the goods shall be vested in and remain with SEPTA and may be used by SEPTA.

NON-DISCLOSURE: If SEPTA discloses or grants access to Seller to any research, development, technical, economic or other business information of a confidential nature, whether reduced in writing or not, Seller agrees not to disclose any such information to any other person at any time without SEPTA's written consent.

CONFLICT OF CONDITIONS: Any different terms or conditions in Seller's quotation or acknowledgment of this order are not binding on SEPTA, unless accepted in writing by SEPTA, and shipment of any goods or rendering of any services pursuant to this P.O. shall be deemed to be an acceptance of the terms of this P.O. by Seller. No modification or release of this P.O. shall be binding upon SEPTA unless specifically agreed to in writing.

STATE AND FEDERAL REQUIREMENTS: (a) Seller agrees to comply with the Commonwealth of Pennsylvania's Nondiscrimination clause (available upon request to SEPTA) and with the applicable provisions of the "Steel Products Procurement Act" 73 P.S. Sec. 1881, et seq.; (b) Seller agrees to comply with the applicable federal provisions set forth in 49 CFR '18.36(i), "Contract Provision."

GOVERNING LAW: This P.O. shall be subject to and governed under the laws of the Commonwealth of Pennsylvania. Any formal legal dispute arising out of this P.O. shall be decided by courts situated in the Commonwealth of Pennsylvania, City of Philadelphia, where this P.O. is made.