exv10w39






Exhibit 10.39






SUPPLY AGREEMENT




     This SUPPLY AGREEMENT (this “Agreement”) is entered into as of [•] (the “Effective
Date”), by and among P1 Sub, LLC, a North Carolina limited liability company, P2 Sub, LLC,
a North Carolina limited liability company (each, a “Buyer”), and Culligan
International Company, a Delaware corporation, with its principal place of business at 9399 West
Higgins Road, Suite 1100, Rosemont, Illinois 60018 (“Culligan”).



RECITALS




     A. Culligan is engaged in the business of selling various types of water treatment products;
and



     B. Culligan desires to provide certain products, and Buyer desires to procure certain products
from Culligan in accordance with the terms of this Agreement.



AGREEMENT




     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:



     1. TERM. This Agreement will be for a term beginning on the Effective Date
and continuing for a period of one (1) year (the “Initial Term”). Thereafter, it shall
automatically renew for periods of one month (each, a “Renewal Term”) unless either party
provides notice of termination to the other party at least thirty (30) days before the expiration
of the Initial Term or any Renewal Term.



     2. PRODUCTS & PRICING — SALE. Culligan shall sell to Buyer any water
treatment and filtration equipment and products described on Attachment A hereto (the
“Products”), and Buyer may buy the Products, in each case at the pricing also set forth in
Attachment A. The terms and conditions set forth on Attachment B shall also govern
the sale of the Products to Buyer.



     3. ADDITIONAL TERMS & CONDITIONS. Any additional terms and/or conditions,
whether or not conflicting with the terms and conditions herein and whether offered by Buyer on any
purchase order or acknowledgement thereto or any other manner shall be void, unless such terms are
agreed to in writing by each party. In case of a conflict between the terms and conditions in an
attachment and the provisions of this Agreement, the provisions of this Agreement shall control.
Each order accepted by Culligan will constitute a binding obligation under this Agreement for
Culligan to sell, and for Buyer to buy and pay for the Products ordered.



     4. LIMITATION ON LIABILITY. Notwithstanding anything else to the contrary,
the liability of Culligan arising out of the Agreement, including without limitation any claims for
indemnity, shall not exceed the price paid by Buyer for the particular Product(s) that is or are
the subject of such claim. The parties waive all claims against each other for any consequential,
incidental, indirect, special, exemplary or punitive damages.



     5. DEFAULT; TERMINATION; REMEDIES.



          5.1 Default. The occurrence of any one or more of the following events shall
constitute an event of default (“Event of Default”) under this Agreement:







 









 








          (a) If either party fails to perform in any material respect, any of the
non-monetary obligations imposed upon it by the terms of this Agreement, unless such breach is
cured within thirty (30) days after receiving written notice from the non-breaching party, or with
respect to breaches not capable of being cured within such 30 day period, the breaching party
commences cure within such thirty (30) day period and diligently completes such cure as soon as
practicable thereafter (but in no event more than sixty (60) days thereafter);




          (b) If Buyer fails to pay any amounts due under this Agreement after receiving
written notice from Culligan and a five (5) day opportunity to cure after receipt of such notice;




          (c) If a either party defaults under Subsection 5.1(a) or 5.1(b) more than twice
during any twelve-month period;




          (d) If either party becomes bankrupt;




          (e) If either party becomes insolvent or is unable to pay its debts as they become
due in the ordinary course of business;




          (f) If a either party ceases to function as a going concern or to conduct its
operations in the normal course of business; or




          (g) If Buyer assigns this Agreement or any right granted under it or delegates any
duty imposed by it, other than in accordance with Section 6.1 without Culligan’s prior written
consent.




          5.2 Remedies. Upon the occurrence of any Event of Default, then, in
addition to any other rights or remedies, pursuant to any applicable law, either party may
terminate this Agreement after providing five (5) days written notice to the other party. Buyer’s
sole and exclusive remedy against Culligan and its employees, agents, subcontractors, authorized
representatives, subsidiaries and affiliates for Products furnished hereunder shall be to require
Culligan (a) to repair or replace the Products; or (b) to repay Buyer the fees paid for the
non-performing Product, with the remedy provided to be determined by Buyer at its sole option.




          5.3 Effect of Termination. Termination will neither relieve Buyer from
paying in accordance with this Agreement, nor relieve any party in default under this Agreement of
any of such party’s obligations owing with respect to Products sold or otherwise owing or arising
under the Agreement prior to such termination.




     6. GENERAL PROVISIONS.



          6.1 Assignment. Except as provided in Section 6.6, neither party may assign
this Agreement or any right granted under it and will not delegate any duty imposed by it without
the prior written consent of the other party, which shall not be unreasonably withheld;
provided, that Buyer may collaterally assign its rights hereunder to its lenders for
security purposes. Any such assignment shall not relieve the assignor from any of its obligations
under this Agreement.




          6.2 Relationship between the Parties. The relationship between Culligan and
Buyer is that of independent contractors. This Agreement does not create a partnership, franchise
or business opportunity under any applicable law. Neither party may incur liability on behalf of
the other nor does either party have the authority to represent or bind the other as agent, or in
any other capacity.




          6.3 Notices. All approvals and notices under this Agreement must be in
writing and shall be deemed to have been duly given or made (i) the third business day after the
date of mailing, if delivered by registered or certified mail, postage prepaid; (ii) upon delivery,
if sent by hand delivery; (iii) upon delivery, if sent by prepaid courier, with a record of
receipt; or (iv) the next day after the date of






 









 







dispatch, if sent by cable, telegram, facsimile or telecopy (with a copy simultaneously sent
by registered or certified mail, postage prepaid, return receipt requested), to the parties at the
following:




			 
	                    To Culligan:	 	Culligan International Company

9399 West Higgins Road, Suite 1100

Rosemont, IL 60018

Attention: General Counsel

Facsimile: 847-430-2282










			 
	                    To: Buyer:	 	Primo Water Corporation

104 Cambridge Plaza Drive

Winston-Salem, NC 27104

Attention: Mark Castaneda

Facsimile: 336-331-4247




or to such other place or places as the parties may designate in writing.




          6.4 Severability. If any term or provision of this Agreement is declared
invalid by a court of competent jurisdiction in a final ruling from which no appeal is taken, it
will be severable if the operation of the remaining terms and provisions are unimpaired, or if the
court replaces the invalid term or provision by such valid term or provision reflecting the
intention of the parties.




          6.5 Amendment and Waiver. This Agreement may only be amended by a written
agreement signed by all the parties to this Agreement. The observation or performance of any
condition or obligation imposed on a party under this Agreement may be waived only in writing by an
authorized official of the other party and only to the extent stated in such writing.




          6.6 Culligan Entities. At Culligan’s option, this Agreement may be
performed, and all rights hereunder against Buyer may be enforced, in whole or in part, by
Culligan, its parent corporation or any one or more of its subsidiaries and affiliates (the
“Culligan Entities”) so long as the applicable Culligan Entity is capable of performing
such obligations and performs such obligations in accordance with this Agreement.




          6.7 Entire Agreement. This Agreement includes the following
Attachments:



Attachment A: Products and Pricing — Sale

Attachment B: Terms and Conditions of Sale




     This Agreement sets forth the entire understanding and agreement between the parties with
respect to the subject matter hereof. Any oral or other written understandings or agreements
relating to the subject matter of this Agreement are superseded by this Agreement. This Agreement
shall inure to the benefit of, and be binding upon the parties and their respective successors and
permitted assigns. Any terms which add to, vary from or conflict with these terms and conditions
are void. This Agreement may be amended only by a written agreement signed by both parties.



          6.8 Force Majeure. No party shall not be liable to any other party for any
breach hereunder, including for failure to deliver or delays in delivery, construction, erection or
startup, occasioned by causes beyond the control of such party, its suppliers or subcontractors,
including but not limited to unavailability of materials, strikes, labor slowdowns and stoppages,
labor shortages, lockouts, fires, floods, earthquakes, storms, droughts, adverse weather, riots,
thefts, accidents, embargoes, war (whether or not declared) or other outbreak of hostilities, civil
strife, acts of governments, acts of God,








 









 







governmental acts or regulations, orders or injunctions, or other reasons, whether similar or
dissimilar to the foregoing (each a “Force Majeure Event”). In the event of a Force Majeure
Event, (a) the time for such party’s performance shall be reasonably extended; and (b) both parties
shall take reasonable steps to adjust all affected dates in this Agreement.




          6.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original and which together will constitute one and
the same agreement.




          6.10 Headings. The headings and subheadings are for the convenience of the
parties only and no special meaning will attach to the headings.




          6.11 Governing Law. This Agreement will be governed by the laws of the
State of Illinois without giving effect to any choice or conflict of law principles of any
jurisdiction.




          6.12 Survival. The terms of Sections 3, 4, 5.2, 5.3 and 6 shall survive the
expiration or termination of this Agreement.





 












 





     IN WITNESS WHEREOF, the parties hereto, as of the date first written above, have caused
this Agreement to be executed in their respective names by their duly authorized representatives.



	 	 	 	 	 
	 	P1 SUB, LLC

 	 
	 	By:  	 	 
	 	 	Title:  	 
	 	 	Name: 	 
	 



	 	 	 	 	 
	 	P2 SUB, LLC

 	 
	 	By:  	 	 
	 	 	Title:  	 
	 	 	Name: 	 
	 



	 	 	 	 	 
	 	CULLIGAN INTERNATIONAL COMPANY

 	 
	 	By:  	 	 
	 	 	Title:  	 
	 	 	Name: 	 
	 










 



 






ATTACHMENT A

PRODUCTS AND PRICING — SALE




	 	 	 	 	 	 	 
	Item Number	 	Description	 	Price	 
	01019699
	 	1 1/2" BRASS SWEAT CONNECTOR	 	 	19.80	 
	01017852
	 	10" GOLD SOFT W/SMART SENSOR	 	 	688.00	 
	01019525
	 	18 X 38 BRINE SYSTEM	 	 	72.43	 
	00162700
	 	2 CU FT CULLAR D PLUS	 	 	138.20	 
	01018891
	 	2" TURBINE METER	 	 	216.46	 
	01021402
	 	20' EXTENSION CABLE W/CONN & BOX	 	 	25.63	 
	01019613
	 	24 X 50 BRINE SYSTEM	 	 	235.28	 
	01019614
	 	30 X 50 BRINE SYSTEM	 	 	299.26	 
	01019615
	 	39 X 48 BRINE SYSTEM	 	 	332.79	 
	01004765
	 	9 GALLON STORAGE TANK	 	 	71.58	 
	D1018801
	 	AP-2 REVERSE OSMOSIS SYSTEM	 	 	2,975.00	 
	01018959
	 	AQUA-SENSOR PROBE KIT FOR FRP TANKS	 	 	85.31	 
	01013839
	 	BATTERY BACKUP, 3.6V 1/2AA LITHIUM	 	 	6.58	 
	P1013677
	 	BELL CRANK/FOLLOWR (10 TO A PACK)	 	 	37.89	 
	01018711
	 	BLFC ELBOW 0.80 GPM	 	 	5.84	 
	00490106
	 	BOTTLES 4 OZ. CAPS AND MAILERS	 	 	40.70	 
	D1018799
	 	BP4L PLUS RO SYSTEM	 	 	2,875.00	 
	01017164
	 	BRINE RECLAIM KIT HF 55E & CSM	 	 	526.27	 
	01018952
	 	BRINE RECLAIM KIT, CSM-UP TO 3 UNIT	 	 	1,054.53	 
	01018720
	 	BRINE SYSTEM 650 LB 24 X 40	 	 	101.37	 
	01018706
	 	BRINE VALVE 40 TALL	 	 	25.93	 
	01019526
	 	BRINE VALVE FOR HI-FLO 2	 	 	25.93	 
	01017242
	 	BRUNER VALVE BODY 3" ASSY	 	 	1,544.09	 
	00554710
	 	BUSHING, RED BR 1/2"NPTE X 3/8 NPTI	 	 	2.53	 
	01001750
	 	BUSHINGS	 	 	0.34	 
	01009930
	 	BXL FUSE, 1/2 AMP, 250V	 	 	3.12	 
	01019718
	 	BYPASS VALVE, HI-FLO 22	 	 	42.33	 
	00162706
	 	CARBON	 	 	69.13	 
	01021486
	 	CARBON FILTER, HF-22	 	 	789.00	 
	01009644
	 	CARTRIDGE (MEMBRANE) LC-200	 	 	203.83	 
	00403304
	 	CARTRIDGE ASSY NORYL BLACK (HF-42)	 	 	23.27	 
	01009642
	 	CARTRIDGE FILTER BW TYPE LC 20"	 	 	32.52	 











 




ATTACHMENT A

PAGE 2


	 	 	 	 	 	 	 
	Item Number	 	Description	 	Price	 
	00542709
	 	CHECK VALVE FOR BXL PLUS RO	 	 	32.97	 
	D1013899
	 	CIRCUIT BOARD FOR BXL SERIES	 	 	215.79	 
	01020368
	 	CIRCUIT BOARD FOR MEDALLIST FILTER	 	 	94.22	 
	01020747
	 	CIRCUIT BOARD, GBE MODEM KIT	 	 	55.35	 
	01020404
	 	CONN. 1 1/2" BRASS NPT	 	 	74.28	 
	01019949
	 	CONTROL FOR HC-300 UNIT	 	 	664.83	 
	01020370
	 	CONTROL HEAD FOR 10" MED. SOFTENER	 	 	299.10	 
	P1019782
	 	COPPER SWEAT ADAPTER KITS	 	 	197.21	 
	P0330667
	 	COUPLING (PACK OF 10)	 	 	5.92	 
	01005015
	 	CUL RO-B3L PLUS (MEMBRANE)	 	 	108.61	 
	01019651
	 	DAUGHTER BOARD	 	 	42.62	 
	01019602
	 	DF-14 CARBON FILTER	 	 	843.00	 
	01014444
	 	FILTER CULLAR 8 X 44 FIBERGLASS	 	 	382.00	 
	01004858
	 	FILTER KIT FOR HOME RO	 	 	14.66	 
	01017504
	 	FILTER, GOLD 10" QH HH24 CULLAR	 	 	609.00	 
	00310501
	 	FLO CONTROL COUP CR PLT 1	 	 	53.37	 
	00447382
	 	FLOW CONTROL FOR HC210	 	 	38.48	 
	D1006180
	 	FLOW METER, PRODUCT (XL)	 	 	82.31	 
	01010332
	 	FLOW RESTRICTOR	 	 	6.15	 
	01020626
	 	GOLD CONVERSION KIT	 	 	170.15	 
	01017503
	 	GOLD SERIES FILTER 9"	 	 	522.00	 
	01021501
	 	HI FLO 3E HCE-210-2NHWB	 	 	1,665.00	 
	01019605
	 	HI-FLO 22 CF-12 CARBON FILTER	 	 	751.00	 
	01019607
	 	HI-FLO 22 CF-16 CARBON FILTER	 	 	1,113.00	 
	01019603
	 	HI-FLO 22 CULLAR FILTER DF 16	 	 	985.00	 
	01021483
	 	HI-FLO 22 DF-14	 	 	885.00	 
	01019564
	 	HI-FLO 22 SOFT WS-060	 	 	967.00	 
	01019565
	 	HI-FLO 22 SOFT WS-090	 	 	1,035.00	 
	01021477
	 	HI-FLO 22 WS-060 SOFT W/GBE CONT.	 	 	1,015.00	 
	01021478
	 	HI-FLO 22 WS-090 SOFT W/GBE CONT.	 	 	1,088.00	 
	01021479
	 	HI-FLO 22 WS-120 SOFT W/GBE CONT.	 	 	1,196.00	 
	01021480
	 	HI-FLO 22 WS-150 SOFT W/GBE CONT.	 	 	1,573.00	 












 



ATTACHMENT A

PAGE 3


	 	 	 	 	 	 	 
	Item Number	 	Description	 	Price	 
	01021481
	 	HI-FLO 22 WS-210 SOFT W/GBE CONT.	 	 	1,681.00	 
	01021496
	 	HI-FLO 3 HCE-210-2	 	 	1,665.00	 
	01019963
	 	HI-FLO 3 SOFT HC-210	 	 	1,199.00	 
	01021500
	 	HI-FLO 3E SOFTENER HCE-150-2T NHWB	 	 	1,509.00	 
	01019568
	 	HO-FLO 22 SOFTENER-WS-210	 	 	1,601.00	 
	01004505
	 	HOME RO UNIT, AC30  3 GAL. TANK	 	 	256.00	 
	D1018967
	 	HOUSING ASSY 2 1/2 X 21"  (BP-2S+)	 	 	127.66	 
	01017389
	 	INJECTOR ASSY CL	 	 	132.51	 
	01017397
	 	INJECTOR ASSY.	 	 	192.70	 
	01017388
	 	INJECTOR BODY FOR BRUNER D180	 	 	144.16	 
	00403130
	 	INLET MANIFOLD	 	 	12.01	 
	01013971
	 	KIT ADAPTER 2.5"-5 ACME FIBERGLASS	 	 	26.88	 
	01016565
	 	KIT, ELBOW COPPER ADAPTER-MED SOFT.	 	 	19.72	 
	01018621
	 	KIT-FLO-PAK NPT	 	 	159.64	 
	01013033
	 	KIT-SEALPACK/BRINE/CAM (SOFT)	 	 	28.33	 
	00401802
	 	LOWER PISTON	 	 	91.23	 
	00403126
	 	MANIFOLD	 	 	15.65	 
	00403128
	 	MANIFOLD ASSEMBLY	 	 	13.51	 
	01019618
	 	MANIFOLD KIT, 21" 24" 30"	 	 	51.00	 
	01015020
	 	MEDALIST SERIES SOFTENER 8" W/METER	 	 	351.00	 
	01014179
	 	MEDALLIST DRIVE MOTOR KIT	 	 	52.64	 
	01020366
	 	MEDALLIST FILTER CONTROL HEAD	 	 	228.32	 
	01018889
	 	METER CABLE - 5'	 	 	16.66	 
	01011188
	 	METER KIT ASSY. FOR 10" MED. SOFT.	 	 	81.46	 
	00156001
	 	MINERAL CULLEX 1.0CF BAG HI-FLO 52	 	 	63.77	 
	00160702
	 	MINERAL CULLISAN 20 LB. BAG	 	 	8.97	 
	00160710
	 	MINERAL CULLISAN 50 LB BAG HF-52	 	 	8.27	 
	00162110
	 	MINERAL CULLSAN MED 50 LB BAG	 	 	9.29	 
	00163006
	 	MINERAL CULLSAN MEDIA 78L	 	 	70.24	 
	00163811
	 	MINERAL CULLSAN U 50# BAG	 	 	14.87	 
	00401605
	 	MOTOR MOUNTS FOR B-SERIES	 	 	6.77	 
	D1018969
	 	MOUNTING BRACKET WALL BP LONG STYLE	 	 	108.78	 












 



ATTACHMENT A

PAGE 4


	 	 	 	 	 	 	 
	Item Number	 	Description	 	Price	 
	01016327
	 	MVP COMMUNICATION CABLE	 	 	18.26	 
	01016342
	 	MVP DUPLEX ALT COM CABLE	 	 	35.47	 
	00432821
	 	NIPPLE, BR, 1/2" NPT X 3" LONG	 	 	5.43	 
	00401858
	 	O-RING	 	 	1.21	 
	00308430
	 	O-RING APR#135 EP1.9	 	 	0.82	 
	P0308427
	 	O-RING BP COUPLING  (PACK OF 50)	 	 	14.21	 
	01007377
	 	O-RING, BXL EXTERNAL	 	 	3.58	 
	01007378
	 	O-RING, BXL INTERNAL	 	 	1.89	 
	01003533
	 	O-RING. HI-FLO 52 WATER SOFT	 	 	1.26	 
	01018978
	 	PISTON	 	 	67.09	 
	00401803
	 	PISTON ASSM NO HD WTR #6	 	 	107.09	 
	00443431
	 	PLUG, 1-1/4 THREADED PVC	 	 	4.12	 
	01016267
	 	POWER VALVE SEAL REBUILD KIT	 	 	23.28	 
	00472601
	 	PRES. GAUGE KIT 0-200PSI 0.25" NPT	 	 	36.64	 
	D1006272
	 	PRESSURE GAUGE KIT	 	 	28.19	 
	01004938
	 	PRESSURE GAUGE, 0-400 PSI LOWER MNT	 	 	29.04	 
	01011831
	 	PRESSURE GAUGES AND SAMPLE COCKS	 	 	50.67	 
	D1013880
	 	PRESSURIZED STORAGE KIT	 	 	209.25	 
	00304404
	 	RED BUSHING,BR, 3/8"NPTI X 1/4NPTE	 	 	0.68	 
	00449793
	 	RELAY, DPDT, 120/60	 	 	33.85	 
	SP01020553
	 	REMOTE MONITOR	 	 	133.25	 
	01018712
	 	RETROFIT BRINE VALVE	 	 	25.93	 
	D1013843
	 	RO CONTROL BOX FOR BXL ASSY.	 	 	519.10	 
	D1006055
	 	RO QUALITY MONITOR	 	 	304.64	 
	01009635
	 	RO SYSTEM, LC-200	 	 	506.00	 
	00564806
	 	SAMPLE COCKS 0.25" NPT	 	 	9.44	 
	01005676
	 	SCREW	 	 	0.05	 
	00318530
	 	SCREW CAP	 	 	0.34	 
	01018977
	 	SEAL KIT	 	 	68.52	 
	01013083
	 	SEAL PACK ASSEMBLY REPLACEMENT	 	 	22.87	 
	01000825
	 	SEAT VALVE PLASTIC SNAP IN HI-FLO52	 	 	5.34	 
	D1018803
	 	SERIES AP4 RO	 	 	4,127.00	 












 



ATTACHMENT A

PAGE 5


	 	 	 	 	 	 	 
	Item Number	 	Description	 	Price	 
	D1018798
	 	SERIES BP RO BP-3L PLUS	 	 	2,560.00	 
	01008779
	 	SINGLE AQUA-SENSOR KIT	 	 	85.31	 
	01020447
	 	SMART BRINE TANK W/7' CABLE	 	 	51.25	 
	01021376
	 	SMF 245	 	 	2,051.00	 
	01021377
	 	SMF 365-1 1/2 COMMERCIAL WATER SOFT	 	 	2,699.00	 
	01021375
	 	SOFT SMF - 185, 14 X 65 24/60	 	 	1,896.00	 
	01021421
	 	SOFT. CSM 600-2NC SINGLE GBE	 	 	4,464.00	 
	01019959
	 	SOFT. HC-120-1.5T	 	 	822.00	 
	01019957
	 	SOFT. HF3  HC-60 1.5	 	 	725.00	 
	01019960
	 	SOFT. HF3, HC-150-1.5T	 	 	931.00	 
	01018691
	 	SOFTENER CONTROL	 	 	600.53	 
	01019566
	 	SOFTENER HF-22 WS-120  DO NOT USE	 	 	1,139.00	 
	01019567
	 	SOFTENER HF-22 WS-150	 	 	1,499.00	 
	01019974
	 	SOFTENER, HCE 300 DUPLEX	 	 	1,780.00	 
	01021865
	 	SOFT-MINDER TWIN 9100	 	 	728.00	 
	01021864
	 	SOFT-MINDER TWIN 9100 (9")	 	 	645.00	 
	01013887
	 	SOLENOID VALVE, 120 V	 	 	44.30	 
	01019591
	 	SOLENOID VALVE, 3 WAY  120V	 	 	46.48	 
	01021249
	 	SSA INTELL-KIT	 	 	164.00	 
	P0445244
	 	SWITCH (PACK OF 10) EACH	 	 	5.10	 
	01019962
	 	SYSEM HC-150-2T SINGLE	 	 	1,096.00	 
	01018715
	 	SYSTEM BRINE, 375 LB.  W/.45 GPM	 	 	85.90	 
	01019964
	 	SYSTEM HC-300-2T	 	 	1,398.00	 
	01019958
	 	SYSTEM HC-90-1.5T	 	 	746.00	 
	01014573
	 	TANK & MANF FBRGL 12 X 52	 	 	207.22	 
	A2365030
	 	TANK 16 X 65	 	 	233.36	 
	A2365032
	 	TANK FRP21" DIA X 69"H 4"-8U EA	 	 	531.93	 
	00441897
	 	TANK REP. FIBERGLASS WITH MANIFOLD	 	 	88.84	 
	01016389
	 	TANK, 10X40, 1 CU FT. FOR MED SOFT	 	 	216.03	 
	01016390
	 	TANK, 10X54, 1.5 CU FT FOR MED SOFT	 	 	274.93	 
	01004776
	 	TANK, 3 GAL. FOR HOME RO SYS.	 	 	37.34	 
	A2365033
	 	TANK-24X72 FIBERGLASS FOR HI-FLO 3	 	 	614.53	 












 



ATTACHMENT A

PAGE 6


	 	 	 	 	 	 	 
	Item Number	 	Description	 	Price	 
	00308415
	 	TETRASEAL	 	 	0.28	 
	00401748
	 	TIMER ASSEMBLY	 	 	59.48	 
	01020628
	 	UPGRADE KIT, GOLD 24V	 	 	114.80	 
	01003701
	 	VACUUM BREAKER PVC, 1.0" NPT	 	 	155.05	 
	01016388
	 	VALVE BRINE ASSY, COMMERCIAL REP.	 	 	86.18	 
	00401584
	 	VALVE VACUUM BREAKER BR 3/4" NPT	 	 	70.79	 
	01019948
	 	VALVE, HF3 2" HWB-16"	 	 	642.87	 
	01018425
	 	VALVE, MANUAL BYPASS	 	 	24.46	 





All prices are in U.S. Dollars. In addition to the pricing set forth above, Buyer will be
responsible for actual freight and taxes.



Payment Terms: Net 30 days



Delivery: FOB Culligan’s dock



Product Changes: Culligan may change its product offering only after sixty (60) days
written notice to Buyer. Culligan shall not remove products from its product offering unless
Culligan generally ceases to offer such products for sale; provided, however, that Culligan shall
not remove products that it provides exclusively or primarily to Buyer from its product offering
prior to the end of the Term.



Price Changes:  Culligan may change its pricing only after sixty (60) days written notice
to Buyer. Culligan shall not increase the pricing set forth above by a percentage that is greater
than the percent change in the Index, as measured between the Effective Date and the order date for
the applicable Products. The “Index” shall mean the Producer Price Index, Other Commercial
& Services Industry Machinery Manufacturing (Industry and Product), NAICS # 333319, Series Id.
PCU333319333319), as published by the Bureau of Labor Statistics for the most recent month.















 



 




ATTACHMENT B

TERMS AND CONDITIONS OF SALE



Purchase Order Requirements — Equipment Sales



Each Purchase Order shall include:





	i.	 	Description of the Product being ordered
	ii.	 	Quantity being ordered;
	iii.	 	Price of Product being ordered; and
	iv.	 	Required delivery date (at least 5 Business Days after receipt of the Purchase Order).





     1. Acceptance. By signing this Agreement, Buyer (“you” or “your”) agrees to be bound
by the following terms and conditions for the purchase of the Products referenced in Attachment A.
Whether these terms are included in an offer or an acceptance by Culligan, such offer or acceptance
is conditioned on your assent to these terms. Culligan rejects all additional or different terms
in any of your forms or documents, except to the extent agreed upon in writing and signed by both
parties. No promise, statement or representation by any employee, agent, subcontractor or
authorized representative of a Culligan Party will (a) be binding upon Culligan, or (b) relieve you
of your obligations herein, unless it appears in a written document signed by you and Culligan.
Waiver of any provision of this Order shall not be deemed to constitute a continuing waiver.



     2. Payment. You shall pay Culligan the full purchase price as set forth in Attachment
A, including any applicable taxes (e.g. state, G.S.T., provincial, county, property, etc.),
delivery charges and any fees for storage or insurance after delivery to the location you may
specify, and you shall reimburse Culligan for any such payments. Payments are due within 30 days
after the date of invoice. You shall be charged the lower of 1 1/2% interest per month or the
maximum legal rate on all amounts not received by the due date and shall pay all of Culligan’s
reasonable costs (including attorneys’ fees) of collecting amounts due but unpaid.



     3. Use; Maintenance. The Products are not for use with influent water which is (a)
microbiologically unsafe, or (b) of unknown quality without adequate treatment and/or disinfection.
You must maintain the Products according to manufacturer instructions using
manufacturer-authorized service parts, including replacement of filters and other components. If
your water quality, water consumption, water pressure or flow rate change, or if maintenance of the
Products is affected by external factors such as sand or sediment or an inadequate water supply,
different or additional Products may be required, and these Products should not be used if such
quality, consumption, pressure, flow rate change or external factors are outside of specified
ranges. You are responsible for all maintenance of and repairs to the Products, except to the
extent covered by paragraph 4, below.



     4. Warranty. Culligan warrants to you that the Products shall be free from defects in
material and workmanship. If you give Culligan prompt written notice of breach of this warranty
within 12 months after delivery (the “Warranty Period”), Culligan shall, at your sole option and as
your exclusive remedy, repair or replace the subject parts or refund the purchase price paid for
the relevant Product. If Culligan determines that any claimed breach is not, in fact, covered by
this warranty, you shall pay Culligan its then customary charges for any repair or replacement made
by Culligan. Culligan’s warranty is conditioned on your (a) operating and maintaining the Products
in accordance with Culligan’s instructions, (b) not making any unauthorized repairs or alterations,
and (c) not being in default of any payment obligation to Culligan. Culligan’s warranty does not
cover damage caused by chemical action or abrasive material, misuse or improper installation
(unless installed by Culligan). WITH RESPECT TO THE PRODUCTS PURCHASED HEREUNDER, THE WARRANTIES
SET FORTH IN THIS SECTION ARE CULLIGAN’S SOLE AND EXCLUSIVE WARRANTIES, AND CULLIGAN MAKES NO OTHER
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR PURPOSE.









 



 


ATTACHMENT B

PAGE 2




     5. Cancellation. If you cancel or suspend your Order for any reason other than
Culligan’s breach, you shall promptly pay Culligan for work performed prior to cancellation or
suspension and any other direct costs incurred by Culligan as a result of such cancellation or
suspension.



     6. Liens, Insurance & Indemnity




	 	a.	 	Purchased Equipment. If you are purchasing the Products, title to
the Products and risk of loss shall pass to you at the time the Products are
delivered to the carrier for shipment, or when delivered to the location specified
by you, whichever comes first. Prior to your full payment of the purchase price,
you shall not permit any lien, encumbrance or security interest to attach to the
Products or be levied upon the Products under legal process, or dispose of the
Products or permit anything to be done that may impair the value of the Products
and you shall insure the Products against risk of loss or damage by fire, including
extended coverage, theft and such other casualties, in an amount equal to full
replacement value.
	 
	 	b.	 	Indemnity. You shall pay, hold harmless, indemnify and defend
Culligan, its officers, directors, employees, agents, affiliates, subsidiaries and
franchisees (the “Culligan Parties”) from and against any loss, liability, claims,
suits and costs caused by, arising out of, or relating to any damage to property or
injury or death of persons arising out of the unloading, storage, application,
handling, use, or disposal of the Products except for that portion of damages
directly attributable to the negligence of the Culligan Parties. You agree to
obtain insurance in amounts sufficient to cover your obligations hereunder. Your
indemnity obligation will survive the expiration, termination or cancellation of
this Order.