The parties to this agreement are the addressee ("Seller") on the Tidewater Purchase Order to which this is attached or incorporated by reference (the "Order") and Tidewater Holdings Inc., its subsidiaries, or affiliated companies as may or may not be identified in the Order ("Buyer").

1.  ACCEPTANCE:

a.  The Order is Buyer's offer to purchase the goods described on the Order from Seller. Buyer's placement of the Order with Seller is expressly conditioned upon Seller's acceptance of all of these Terms and Conditions and any additional terms and conditions contained in or attached to the Order.

2.  IDENTIFICATION: All invoices, packing lists, packages, shipping notices, instruction, manuals and other written documents affecting the Order shall contain the applicable Order number. Packing lists shall be enclosed in each box or package shipped pursuant to the Order, indicating the contents therein. Invoices shall not be processed for payment until all items invoiced are received.

3.  SHIPPING INSTRUCTIONS:

a.  All goods are to be shipped freight prepaid, F.O.B. Destination, unless otherwise stated. Where Buyer has so authorized in writing, goods may be shipped F.O.B. Shipping Point, but Seller shall prepay all shipping charges, route the goods by the cheapest common carrier, or the carrier specified, and list said charges as a separate item on Seller's invoice. Each invoice for shipping charges shall be accompanied by the original or a copy of the bill indicating that such charges have been paid. Buyer reserves the right to reject C.O.D. shipments. Seller shall not insure the goods for Buyer's account during shipment except upon Buyer's written request, or where the shipping mode is parcel post.

b.  Seller shall label containers of all goods which are known to constitute a toxic, health, poison, fire or explosive hazard in accordance with all labeling laws (federal, state and local) of the locations to which, and through which, said goods are shipped.

4.  SPECIAL CHARGES: Seller shall be responsible for the payment of all charges for handling, packaging, wrapping, bags, containers, reels and related matters unless Buyer has assumed an express obligation therefore by notation on the Order.

5.  DELIVERY: Time is of the essence, and the Order may be terminated if delivery is not made by the requested date specified on the Order. No change in the scheduled delivery date or performance shall be permitted without Buyer's prior written consent. No acceptance of goods after the scheduled delivery date shall waive Buyer's rights with respect to such late delivery, nor shall it be deemed a waiver of future compliance with the terms hereof.

6.  PAYMENT: Unless approved by Seller in writing, Buyer shall remit payment to Seller by mail. Seller agrees not to deliver goods on a sight draft basis.

7.  PRICES: If a price is not stated on the Order, it is agreed that the goods shall be billed at the price last quoted, or paid by a customer of Seller, or the prevailing market price, whichever is lower.

8.  CASH DISCOUNT: If Buyer is entitled to a cash discount, the period of computation thereof shall commence on the date of acceptance or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date on which an agreed adjustment of price is reached. If a cash discount is made part of the contract, but the invoice does not reflect the existence thereof, Buyer is entitled to a cash discount with the period commencing on the date Buyer determines that a cash discount applies.

9.  TAXES: Seller shall pay all taxes which may arise out of its sale of the goods to Buyer.

10.  ASSIGNMENT AND SUBCONTRACTING: Seller shall not assign or subcontract any of its obligations under the Order without Buyer's prior written consent.

11.  LIENS, CLAIMS AND ENCUMBRANCES: Seller warrants and represents that all the goods shall, when delivered hereunder, be free and clear of all liens, claims or encumbrances of every kind.

12.  REJECTION: All goods purchased hereunder are subject to Buyer's inspection and approval. Goods rejected by Buyer for whatever reason shall be held, transported and/or stored at Seller's sole expense. Seller shall promptly reimburse Buyer for any such expenses.

13.  TERMINATION: Buyer may terminate the Order in whole or part for its convenience, by giving notice to Seller at any time. If terminated for Buyer's convenience, any claim or Seller shall be limited to the reasonable costs it has incurred in the performance of the Order prior to the date of such termination.

14.  DEFAULT: Buyer may, subject to the provisions of Paragraph 12, by written notice of default to Seller, cancel the whole or any part of the Order or exercise any other remedy provided to buyers of goods by law or inequity including any remedy under the Uniform Commercial Code (RCW 62A), in any of the following circumstances:

a.  If Seller fails to make delivery of goods within the time specified in the Order or any extension thereof;

b.  If in Buyer's good faith judgment, the Seller fails to perform any of the other provisions of the Order or fails to make progress as to endanger performance of the Order in accordance with its terms and does not cure such failure within a period of ten (10) days, or such longer period as Buyer may authorize in writing, after receipt of notice from Buyer specifying such failure;

c.  Seller is in breach of any of the terms or conditions of the Order; or

d.  If Seller becomes insolvent or makes an assignment for the benefit of creditors, or if there shall be instituted by or against Seller any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction or for the appointment of a receiver or trustee in respect to any of Seller's property and such proceeding is not dismissed or cured within sixty (60) days.

15.  REMEDIES: Not by way of limitation, the remedies of the parties include:

a.  If Buyer cancels the Order in whole or in part as provided in Paragraph 14, Buyer may procure upon such terms and in such manner as Buyer may deem appropriate goods similar to those cancelled and Seller shall be liable to Buyer for any excess costs for such similar goods, provided that Seller shall continue the performance of the Order to the extent not cancelled under the provisions of the Order.

b.  The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Order.

c.  The failure of the Buyer to insist upon strict performance of any of the terms of the Order or to exercise any rights hereunder shall not be construed as a waiver of Buyer's rights.

16.  WARRANTIES: Seller warrants goods supplied under the Order conform to specifications herein and are MERCHANTABLE and fit for the particular purposes for which the goods are ordinarily employed and the particular purposes identified by Buyer to Seller in the Order or otherwise.

a.  Seller further warrants to the Buyer and to any third party ultimately using any item whether such third party is a customer of Buyer or not, that all items delivered under the Order shall be free from defects in material and workmanship and shall conform to applicable specifications, drawings, samples and descriptions. If Seller is responsible for design of items, Seller warrants that all items delivered under the Order shall be suitable for use by Buyer, including installation by Buyer in its ultimate products. Buyer's written approval of designs furnished by Seller shall not relieve Seller of its obligations under this warranty.

b.  Seller warrants that the goods supplied hereunder were manufactured in compliance with the provisions of the Fair Labor Standards Act of 1938, as amended, and all other applicable federal, state and local laws, regulations, rules and ordinances and agrees, upon request, to furnish Buyer a certificate to such effect in such form as Buyer may from time to time require.

c.  Seller shall be liable for all damages both to Buyer and its customers incurred as a result of any defect or breach of warranty in any item covered by the Order.

d.  The foregoing express warranties shall be in addition to any warranty customarily made by Seller of its product and any implied warranties and shall be construed as conditions as well as warranties.

e.  SELLER'S WARRANTY SHALL EXTEND FOR A PERIOD OF 12 MONTHS AFTER THE ITEM IS DELIVERED AND ACCEPTED BY BUYER AND APPLIED TO ITS INTENDED USE. Where Buyer incorporates that item into a product of Buyer to be delivered to its customer, Seller's obligation under this clause shall be for the benefit of Buyer's customer and shall extend to one year after application of the item to its intended use.

f.  The warranties represented and covenants of parties hereto shall survive the delivery of the goods and be fully enforceable thereafter. Seller's warranty hereunder is part consideration for the Order; any payment by Buyer hereunder is conditional upon this warranty remaining in effect; and no modification or other change of this warranty shall be valid unless evidenced by Buyer's written change order.

17.  QUALITY STANDARDS: If a special brand is listed in the Order, the goods being purchased shall meet the standards for quality, performance, and use of such brand. If Seller is willing to supply a product equivalent to the designated special brand, it shall first provide Buyer with descriptive literature identifying its brand, including the quality, performance and specifications therefore. If Buyer elects to accept goods purported to be equal to the special brand, the goods may be rejected and dealt with as provided in Paragraph 12 hereof, if later determined to be nonconforming.

18.  INSPECTION AND QUALITY CONTROL:

a.  All items furnished under the Order by Seller to Buyer shall be subject to inspection and tests by Buyer or representatives of third party purchasing Buyer's product in which items will be used ("User's Representative"). To the extent practicable inspection may be made at all times and places, including the period of manufacture and prior to acceptance.
b.  If inspections or tests are made by Buyer or User's Representative on the premises of Seller, supplier, or sub-contractor, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of such inspectors in the performance of their duties. If inspection or test is made at a point other than the premises of Seller, supplier or sub-contractor, it shall be at the expense of Buyer except as otherwise provided in the Order. In case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer shall be performed in such manner as to not unduly delay the work.

Buyer reserves the right to charge Seller any additional cost to inspect and test when supplies are not ready at the time such inspection and test is requested by Seller or when reinspection or retest is necessitated by prior rejection. Inspection and acceptance or rejection of the supplies shall be made as promptly as practicable after delivery to Buyer's plant or to such other place or final delivery as may be specified herein, regardless of prior payment. Failure to inspect, accept or reject goods shall neither relieve Seller from responsibility for such supplies as are not in accordance with the Order requirements nor impose liability on Buyer.

c.  Seller shall provide and maintain inspection and quality control systems acceptable to Buyer covering the items furnished hereunder. Records of all inspection work by both Buyer and Seller shall be kept intact and made available upon request to the other party during the performance of the Order and for six years following delivery under the Order.

d.  Without limiting the generality of Paragraph 18.a, the Seller agrees if a special production run ismade, that the first item produced on the Order is subject to first article acceptance prior to further fabrication. If the first piece submitted fails to meet the inspection acceptance requirements, a new first piece shall be submitted for approval. This procedure shall be continued until an acceptable first article has been approved. First article acceptance shall be based on the requirements of the drawings, specifications and purchase documents, as applicable. Acceptance of the first article shall be accompanied by the physical data found by the supplier, the tool number used to produce the part(s) and, in the case of parts produced in molds, dies, etc., with more than one cavity, the Seller shall submit a first article from each cavity and identify the first article to indicate the cavity it represents.

e.  Seller shall provide Buyer appropriate material certifications as described on the Order, including but not limited to, American Bureau of Shipping Inspection Certificates, material, physical and/or chemical analysis certifications, OSHA/WISHA Material Safety Data Sheets, and U.S. Coast Guard acceptance certifications.

19.  INFRINGEMENTS: Seller warrants that Buyer's purchase, installation, and/or use of the goods covered hereby shall not result in any claim of infringement, or actual infringement of any patent, trademark, copy right, franchise or other intellectual property right. Seller shall indemnify and hold Buyer, its parents, subsidiaries, or affiliated companies and their respective shareholders, officers, directors, agents, and employees (collectively, the "Indemnified Parties") harmless from and against all claims, losses, expenses, damages, causes of action and liabilities of every kind and nature, including without limitation reasonably attorneys' fees (without waiver of Sellers obligation to indemnify Buyer hereunder), arising from or out of any breach of the foregoing warranty.

20.  RISK OF LOSS: Regardless of F.O.B. Point, Seller agrees to bear all risk of loss, injury, or destruction of goods and materials ordered herein which occur prior to acceptance by Buyer. No such loss, injury, or destruction shall release Seller from any obligations hereunder.

21.  INDEMNIFICATION: To the extent permitted under law, Seller shall indemnify, save harmless, and defend the Indemnified Parties from and against any legal proceedings, claims, demands, damages, costs, and expenses of whatsoever kind or character (including reasonable attorney's fees and expenses) arising out of any injury (including death) or damage to any persons or property in any manner, caused or occasioned in any proportion or degree by any defect in provided goods or by any act, omission, negligence, or default of any person, firm, corporation, or other entity (including Seller, any Indemnified Party, or anyone acting on their respective behalf), in connection with or incident to the Order, even if the same is, or is alleged to be, due to the sole active negligence of any Indemnified Party or anyone acting on its behalf.  Seller hereby waives immunity and exclusive remedy provisions under applicable worker's compensation laws.

22.  CONSEQUENTIAL DAMAGES: Buyer is not responsible for indirect or special damages including extra expense, loss of use of property, delay, or damages consequential upon loss of use, whether resulting from negligence or breach or otherwise.

23.  INSURANCE: While fulfilling the Order, Seller shall, at its sole cost and expense (including the cost of all deductibles), procure and maintain the following insurance:

a.  Workers' compensation insurance as the law requires for all of Seller's employees, agents, and subcontractors, and employer's liability insurance in an amount not less than $1,000,000 per occurrence. Such insurance shall provide coverage in the location in which Seller performs the work and in Seller's domicile. If there is any exposure to injury or illness under the U.S. Longshore and Harbor Workers' Compensation Act, the Jones Act, or other statues applicable to maritime employees, Seller shall maintain insurance for such injuries or illnesses, and provide evidence of such insurance.

b.  Commercial general liability insurance, on a per occurrence basis, endorsed to cover premises, operations, products/completed operations, personal injury and contractual liability, with watercraft exclusions deleted and "in rem" coverage as may be applicable, at a minimum limit of
$1,000,000 per occurrence.

c.  Automobile liability insurance, covering Seller's owned, rented, leased, and hired vehicles, with limits of liability not less than $1,000,000 per occurrence.

d.  As applicable:
i.  If consulting services are being performed – professional liability/errors & omissions liability insurance with limits not less than $1,000,000 per occurrence.
ii.  For delivery of fuel or other hazardous products, or waste disposal operations Seller performs: pollution insurance or environmental impairment insurance with limits of liability not less than $5,000,000 per occurrence, and any other public liability or environmental impairment coverage that federal, state, or local regulatory authorities require.
iii.  Should the services include use of Seller's vessels:, protection & indemnity/marine liability insurance (on SP-23 form or equivalent) covering Seller's vessels, with extensions for marine contractual liability, wreck removal, etc., and either included or separate pollution liability coverage, all with limits of liability not less than $5,000,000 per occurrence and hull & machinery insurance including collision liability, with limits of liability at least equal to the full value of all vessels used in connection with performance of the services, and with navigational limitations adequate for the Seller to perform the services. Where vessels engage in towing operations, said insurance shall include full tower's liability.
iv.  All-risk, first party, full value, property insurance upon all tools, materials, equipment and other personnel property of Seller or its personnel, leased or owned.

e.  All policies shall be endorsed to name Buyer, its parent, subsidiary, or affiliated companies and their shareholders, officers, directors, agents, and employees (and the vessel, if applicable) as additional insureds (except Workers Compensation) with a waiver of subrogation.

f.  The amount or scope of insurance required does not place any limitation on the liability Seller assumes. Buyer shall benefit from any higher insurance limits Seller may maintain. Seller shall require any subcontractor used in providing services to maintain insurance of the types and amounts the Order requires of Seller. Policies of Seller are primary to any insurance Buyer carries, and Seller shall amend any "other insurance" clauses under its policies accordingly. Should Seller fail to procure or maintain any of the required insurance or by any act or omission invalidate any of the required insurance, Seller shall pay to Buyer all losses and indemnify the Indemnified Parties against all claims and demands that insurance otherwise would have covered. Insolvency, bankruptcy or failure of any insurance company to pay all claims accruing does not relieve Seller of any of its obligations. Seller's insurance shall be written with insurers carrying no less than a "A-" rating from A.M. Best's. Seller shall provide Buyer with certificates of insurance on request. Commencement of services without request for or without providing certificates of insurance does not constitute a waiver of Seller's obligation to maintain required insurance.

24.  COMPLIANCE WITH LAWS, SAFETY COMPLIANCE: Seller shall comply with all applicable laws and regulations. Seller is responsible for workplace safety and safety regulation compliance for all its employees and those of its subcontractors when working on Buyer's vessels of facilities. Seller agrees to indemnify and hold harmless the Indemnified Parties for any loss, liability, suit, damage fine or penalty, or expense whatsoever because of Seller's failure to comply with such laws and regulations.

25.  COMPLIANCE WITH ANTI-DISCRIMINATION POLICY: Seller shall comply with Buyer's Anti- Discrimination Policy, which can be found at www.tidewater.com/antidiscrimination policy, a hard copy of which will be provided upon request.

26.  SPECIAL TOOLING, DRAWINGS OR SPECIFICATION:

a.  Seller is responsible for the protection, calibration, maintenance and care, other than normal wear, of all tooling and equipment owned by Buyer. Said tooling or equipment shall be subject to surveillance inspection upon notice and shall be returned in an acceptable condition upon demand or notice.

b.  Except as otherwise specified in the Order, any special tooling, including jigs, dies, fixtures, molds, patterns, special gauges, special test equipment and other items shall be furnished by and at the expense of Seller for the Buyer, shall be stamped or painted "Property of Tidewater", and shall be stored separately when not in use. Special tooling shall be kept in good condition by Seller and when necessary, replaced by Seller without expense to the Buyer. Title to special tooling shall be in Buyer; and all parts made from Buyer's special toolings are to be supplied to Buyer exclusively.

c.  Any drawings and specifications prepared by Seller are to become the property of Buyer and shall be marked "Property of Tidewater" and shall be stored separately when not in use. Such drawings or specifications shall be sent to Tidewater Barge Lines, Inc., 6305 NW Old Lower River Road, Vancouver, Washington, 98660 attention Purchasing and Procurement Manager, when the Order is completed.

27.  SERVICE OR INSTALLATION OF WORK: In the event the Order requires the installation of goods by Seller upon any property or project of Buyer, the following conditions shall also be applicable:

a.  Seller shall take precautions to protect all property and persons from damage or injury arising out of its work and shall comply with all fire, safety and other applicable regulations prescribed by any governmental agency and by Buyer and/or owner of the project upon which work is being performed, and shall be responsible for the observance thereof by all sub-contractors, employees, agents and representatives of Seller and its sub-contractors.

b.  Seller shall keep the premises and work free and clear of all mechanics and materialmen's liens or claims. Seller shall promptly pay for all labor and material and if Seller fails to do so, Buyer, without waiving any rights or remedies against Seller for or by reasons of such failure, may, but without any obligation to do so, pay the same and deduct the amount of such payments from sums due Seller hereunder; and Buyer may withhold any payment to Seller until receiving such affidavits, waivers and releases with respect to claims for labor and materials as Buyer may require.

c.  The work shall remain at Seller's risk prior to written acceptance by Buyer and/or the owner of the project and Seller shall replace at its own expense all work damaged or destroyed by any cause whatsoever.

d.  Seller shall observe and comply with, to the extent required by Buyer, the wages, hours and working conditions established by Buyer on the project or required of Buyer by an applicable labor agreement.

e.  Seller shall act as an independent contractor and not as the agent or representative of Buyer.

f.  Seller shall perform its work in accordance with the schedules and work programs established by Buyer and shall fully cooperate with Buyer and others engaged in work on the project so that the work on the entire project may be performed with the utmost speed, consistent with good practices. In case of conflict, Buyer may direct the necessary coordination.

g.  Seller shall carry on its work so that the premises shall at all times be clean, orderly and free from debris and upon completion shall remove all equipment and unused materials from the project; clean up all refuse and debris and leave the site of the work clean, orderly and in good condition.

h.  Seller shall require Seller's employees, agents, contractors or sub-contractors to abide by Buyer's Work and Safety rules and procedures when work or services are performed at Buyer's premises. Buyer has the right to exclude personnel from Buyer's premises who do not abide by such rules and procedures, and at Buyer's election, to declare a default under the Order.
 
i.  Seller is solely liable for its employees, agents, contractors or sub-contracts and their actions while on Buyer's premises and the Seller indemnifies and shall protect the Indemnified Parties from all losses, claims, expenses, damages, arising from or out of the presence or activity of Seller's employees while at Buyer's premises. This indemnification does not limit the indemnification provided by Paragraph 21.

28.  ADVERTISING: No advertising or publicity matter having or containing any reference to Buyer or any of its staff members shall be made by Seller or any one in Seller's behalf unless Seller has written consent of Buyer.

29.  DISCLOSURE OF INFORMATION: All data and information not already in the public domain developed or disclosed during the life of the Order shall be the property of the Buyer and shall be classified in secrecy and confidence by the Seller. Seller shall keep confidential all such data and information until it comes into the public domain or until Buyer's Purchasing & Procurement Manager consents in writing to disclosure.

30.  ATTORNEY'S FEES: In any suit or action brought to enforce any term, condition or covenant herein, or to recover damages arising from any breach of this contract, the losing party shall pay to the prevailing party reasonable attorneys' fees and all other costs and expenses which may be incurred by the prevailing party in any such suit or action and in any reviews thereof and appeals therefrom.

31.  LAW: The Order is governed by and shall be construed in accordance with the federal maritime law of the United States, or if there is no applicable maritime law, the laws of the State of Washington. Seller submits to jurisdiction of state and federal courts located in Vancouver, Washington.

32.  SEVERABILITY: If a court or other competent authority holds any provision of these terms and conditions to be invalid or unenforceable in whole or in part, the other provisions of these terms and conditions and the remainder of the provision in question shall remain valid.

33.  ENTIRE AGREEMENT: These Terms and Conditions, the Order and any attachments constitute the entire agreement between the parties with respect to the goods subject to the Order. Any proposals or terms additional to or different from those in the Order are not binding unless Buyer expressly agrees in a writing signed by one of the following authorized representatives:

President/CEO
Chief Operating Officer
Purchasing & Procurement Manager
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