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North Florida Shipyards Inc (ID: 5847)
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iness or absenteeism. 17. Handling personal affairs on company time without receiving permission from a supervisor. Personal telephone calls are considered a violation under this section. 18. Giving a false explanation for absence or tardiness. 19. Removal of company materials, supplies, or tools without permission. 20. Creating or contributing to unsanitary conditions. Littering is considered a violation under this section. 21. Unauthorized operation of machines, tools, or equipment. 22. Posting, removing, or defacing notices of any kind on the bulletin board. Any violations of the company bulletin board policy will be considered a violation under this section. 23. Refusal to leave company premises upon the request of an authorized representative of the company. 24. Engaging in physical activity that would cause inattention to duties. Scuffling, throwing objects, racing, or running is considered violations under this section. 25. Violations of the company Equal Opportunity Policy. 26. Stopping work or making preparation to leave work before the specified time for breaks, lunch, or quitting time, or returning late from lunch or breaks without permission. 27. Smoking in prohibited areas. 28. Committing an act that has been brought to an employee s attention by a supervisor as being contrary to the company s standard of conduct. 29. Reporting to work late without giving the supervisor prior notification. 30. Trading shifts without permission. 31. Violation of the posted company policy concerning solicitations and the distribution of literature. 32. Inefficiency, carelessness, or lack of application on the job. 33. Removal from company premises or disclosure of employee lists, company records, or confidential information of any nature without proper authorization. 34. Use of personal cell phones during working hours. Disciplinary action will range from verbal warnings to termination depending on the seriousness and frequency of offenses. As a rule, the following guidelines will be used for disciplinary actions. 1 st Offense - Written warning 2 nd Offense - Written warning and/or one-day suspension 3 rd Offense - One-week suspension without pay 4 th Offense - Termination These procedures are guidelines only. Employees may be terminated without prior notice or action if the facts and circumstances warrant. NFSY may also bring criminal charges when the situation warrants. Employment with NFSY is at the mutual consent of NFSY and the employee, and either party may terminate that relationship at any time, with or without cause, and with or without advance notice. 702 DRUG AND ALCOHOL USE It is NFSY s desire to provide a drug-free, healthful, and safe workplace. To promote this goal, employees are required to report to work in appropriate mental and physical condition to perform their jobs in a satisfactory manner. While on NFSY premises and while conducting business-related activities off NFSY premises, no employee may use, possess, distribute, sell, or be under the influence of alcohol or illegal drugs. The legal use of prescribed drugs is permitted on the job only if it does not impair an employee s ability to perform the essential functions of the job effectively and in a safe manner that does not endanger other individuals in the workplace. Supervisors and the Medical/Safety Manager must be informed of all prescribed drug use. To further inform employees about important provisions of this policy, NFSY has established a Drug-free Awareness Program. The program provides information on the dangers and effects of substance abuse in the workplace, resources available to employees and consequences for violations of this policy. Employees with drug or alcohol problems that have not resulted in, and are not the immediate subject of, disciplinary action may request approval to take unpaid time off to participate in a rehabilitation or treatment program. Leave may be granted if the employee agrees to abstain from use of the problem substance; abides by all NFSY policies, rules, and prohibitions relating to conduct in the workplace; and if granting the leave will not cause NFSY any undue hardship. Under the Drug-Free Workplace Act, an employee who performs work for a government contract or grant must notify NFSY of a criminal conviction for drug-related activity occurring in the workplace. The report must be made within five days of the conviction. Violations of this policy may lead to disciplinary action, up to and including immediate termination of employment, and/or required participation in a substance abuse rehabilitation or treatment program. Such violations may also have legal consequences. Employees with questions or concerns about substance dependency or abuse are encouraged to discuss these matters with their supervisor or the Personnel Director to receive assistance or referrals to appropriate resources in the community. Employees with questions on this policy or issues related to drug or alcohol use in the workplace should raise their concerns with their supervisor or the Personnel Director without fear of reprisal. 703 SEXUAL AND OTHER UNLAWFUL HARASSMENT NFSY is committed to providing a work environment that is free of discrimination and unlawful harassment. Actions, words, jokes, or comments based on an individual s sex, race, ethnicity, age, religion, or any other legally protected characteristic will not be tolerated. As an example, sexual harassment (both overt and subtle) is a form of employee misconduct that is demeaning to another person, undermines the integrity of the employment relationship, and is strictly prohibited. Any employee who wants to report an incident of sexual or other unlawful harassment should promptly report the matter to his or her supervisor. If the supervisor is unavailable or the employee believes it would be inappropriate to contact that person, the employee should immediately contact the Personnel Director or any other member of management. Employees can raise concerns and make reports without fear of reprisal. Any supervisor or manager who becomes aware of possible sexual or other unlawful harassment should promptly advise the Personnel Director who will handle the matter in a timely and confidential manner. Anyone engaging in sexual or other unlawful harassment will be subject to disciplinary action, up to and including termination of employment. 704 ATTENDANCE AND PUNCTUALITY To maintain a safe and productive work environment, NFSY expects employees to be reliable and to be punctual in reporting for scheduled work. Absenteeism and tardiness place a burden on other employees and on NFSY. In the rare instances when employees cannot avoid being late to work or are unable to work as scheduled, they should notify their supervisor as soon as possible in advance of the anticipated tardiness or absence. However, such a call is merely a notice and does not mean the absence is excused. Supervisors will determine whether an absence is excused or unexcused (Attachment 1 is Off/Out Codes used for time cards). NFSY has an established absentee reporting procedure. Call 354-3278 Ext. 252 and an answering machine will record your name, badge number and supervisor s name so there will be a record of your call in. You may additionally notify your supervisor. Poor attendance and excessive tardiness are disruptive. Either may lead to disciplinary action, up to and including termination of employment. Each employee is expected to be at his/her workstation at the time that he/she is scheduled to begin to work. Employees should begin work no earlier than ten minutes before the start of the scheduled shift. Failure on an employee s part to be at his or her workstation at the start of the scheduled shift will be regarded as tardy. Unexcused tardiness may lead to disciplinary action. Employees who are sick or absent must keep their supervisor informed daily. Generally, a phone call to the supervisor or the Personnel Office before the start of the shift is sufficient. Employees that are absent from work for 3 or more consecutive days or, any employee that has a habitual absenteeism due to illness will be required to provide a doctor s note to the Personnel/Medical Office before being cleared to return to work. 705 PERSONAL APPEARANCE Dress, grooming, and personal cleanliness standards contribute to the morale of all employees and affect the business image NFSY presents to customers and visitors. During business hours, employees are expected to present a clean and neat appearance, according to the requirements of their positions. Employees who appear for work inappropriately dressed or without the proper safety clothing will be sent home and directed to return to work in proper attire. Under such circumstances, employees will not be compensated for the time away from work. Consult your supervisor or department head if you have questions as to what constitutes appropriate attire. With few exceptions, uniforms are not required by NFSY. However, for those employees who desire uniforms, a uniform service is available to employees who have been employed for 90 days or more. Eligible employees must request this uniform service and have a refundable uniform deposit in place before receiving uniforms. Uniforms belong to the uniform company on a rental basis. The company contributes towards the rental cost of uniforms with the employee. Soiled uniforms are picked up every Wednesday for cleaning and returned the following Wednesday. 706 RETURN OF PROPERTY Employees are responsible for items issued to them by NFSY or in their possession or control, such as the following: Credit Cards Equipment Identification Badges Keys Manuals Protective Equipment Security Passes Tools Uniforms Vehicles Employees must return all NFSY property immediately upon request or upon termination of employment. Where permitted by applicable laws, NFSY may withhold from the employees check or final paycheck the cost of items that are not returned when required. NFSY may also take all action deemed appropriate to recover or protect its property. 708 RESIGNATION Resignation is a voluntary act initiated by the employee to terminate employment with NFSY. Although advance notice is not required, NFSY requests at least two weeks written resignation notice from all employees. Prior to an employee s departure, an exit interview will be scheduled to discuss the reasons for resignation and the effect of the resignation on benefits. If an employee does not provide advance notice as requested, the employee will be considered ineligible for rehire. 710 SECURITY INSPECTIONS NFSY wishes to maintain a work environment that is free of illegal drugs, alcohol, firearms, explosives, or other improper materials. To this end, NFSY prohibits the possession, transfer, sale, or use of such materials on its premises. NFSY requires the cooperation of all employees in administering this policy. Desks, lockers, and other storage devices may be provided for the convenience of employees but remains the sole property of NFSY. Accordingly, any agent or representative of NFSY can inspect them, as well as any articles found within them, at any time, either with or without prior notice. NFSY likewise wishes to discourage theft or unauthorized possession of property of employees, NFSY, visitors, and customers. To facilitate enforcement of this policy, NFSY or its representative may inspect not only desks and lockers, but also persons entering and/or leaving the premises and any packages or other belongings. Any employee who wishes to avoid inspection of any articles or materials should not bring such items into NFSY s premises. 712 SOLICITATION In an effort to assure a productive and harmonious work environment, persons not employed by NFSY may not solicit or distribute literature in the workplace at any time for any purpose. NFSY recognizes that employees may have interests in events and organizations outside the workplace. However, employees may not solicit or distribute literature concerning these activities during working time. (Working time does not include lunch periods, work breaks, or any other periods in which employees are not on duty.) Examples of impermissible forms of solicitation include: A collection of money, goods, or gifts for community groups, religious groups, political groups, or charitable groups. A sale of goods, services, or subscriptions outside the scope of official organization business. The circulation of petitions. The distribution of literature not approved by the employer. The solicitation of memberships, fees, or dues. In addition, the posting of written solicitations on company bulletin boards is restricted. These bulletin boards display important information, and employees should consult them frequently for: Affirmative Action Statement Employee Announcements Organization Announcements Workers Compensation Insurance Information State Disability Insurance/Unemployment Insurance Information If employees have a message of interest to the workplace, they may submit it to the Personnel Director for approval. The Personnel Director will post all approved messages. 714 DRUG TESTING NFSY is committed to providing a safe, efficient, and productive work environment for all employees. Using or being under the influence of drugs or alcohol on the job may pose serious safety and health risks. To help ensure a safe and healthful working environment, job applicants and employees may be asked to provide body fluid samples (such as urine and/or blood) to determine the illicit or illegal use of drugs and alcohol. Refusal to submit to drug testing may result in disciplinary action, up to and including termination of employment. Copies of the drug testing policy will be provided to all employees. Employees will be asked to sign an acknowledgement form indicating that they have received a copy of the drug testing policy. Questions concerning this policy or its administration should be directed to the Personnel Director. 780 COMPLAINT/SUGGESTION PROCEDURES NFSY s policy is that all employees are free to discuss their problems and suggestions with their supervisor or manager. An employee who has a complaint or suggestion concerning his or her job or any other matter, which affects the employee, should take the matter up with his or her immediate supervisor. If the complaint or suggestion cannot be handled or settled by the immediate supervisor, the matter is then forwarded to the department foreman. If the department foreman does not settle the matter, arrangements should be made for the employee to talk with the department general manager. If the problem cannot be resolved at this level, an interview will then be scheduled with the Personnel Director who will present the situation to the Company President. The decision of the Company President is final. If an employee has a suggestion, the suggestion should be forwarded to the Personnel Director. Signed suggestions or complaints will receive a response within 24 hours. Questions of a general nature will be answered in the company newsletter. Signed complaints forwarded to the Personnel Director are considered to be confidential and serve as a vehicle to improve communication within the shipyard. 800 LIFE-THREATENING ILLNESS IN THE WORKPLACE Employees with life-threatening illnesses, such as cancer, tuberculosis, heart disease, and AIDS, often wish to continue their normal pursuits, including work, to the extent allowed by their condition. NFSY supports these endeavors as long as employees are able to meet acceptable performance standards. As in the case of other disabilities, NFSY will make reasonable accommodations in accordance with all legal requirements, to all qualified employees with life-threatening illnesses to perform the essential functions of their jobs. Medical information on individual employees is treated confidentially. NFSY will take reasonable precautions to protect such information from inappropriate disclosure. Managers and other employees have a responsibility to respect and maintain the confidentiality of employee medical information. Anyone inappropriately disclosing such information is subject to disciplinary action, up to and including termination of employment. Employees with questions or concerns about life-threatening illnesses are encouraged to contact the Personnel Director for information and referral to appropriate services and resources. New Page 0 Terms & Conditions NOTICE TO SELLER: These terms and conditions are the only terms and conditions governing this transaction and any provisions contained in the Seller s prior quotation or acknowledgement shall be of no effect unless otherwise specifically agreed to in writing by the Purchaser. Seller s delivery of any supplies or the furnishing of any services under this Purchase Order shall constitute acceptance by the Seller of this Purchase Order, subject to all its terms and conditions. All communications/transmittals and software submittals shall be in the English language. 1. ENTIRE AGREEMENT This Purchase Order, including all provisions printed or typewritten thereon and all appendices, plans, specifications, regulations and documents incorporated by reference herein, contains the entire understanding and agreement between Seller and Purchaser relative to the subject matter of this Purchase Order and supersedes any and all prior discussions, understandings, agreements and writings relating thereto. If any discrepancies, differences or conflicts are found between the items of this Purchase Order and the appertaining plans and specifications the following order of precedence shall apply: (1) Purchase Order (excluding the Appendices, (2) the Appendices referenced in this Purchase Order, (3) Specifications, (4) Plans. Any work shown on the Plans or Specifications but not the other shall be performed by the Seller as part of the Purchase Order work. If any discrepancies, differences or conflicts are discovered by the Seller, the Seller shall immediately bring the same to the Purchaser in writing. 2. TIME Time is of the essence hereof. In the event Seller encounters difficulty in meeting performance requirements or when Seller anticipates difficulty in complying with the delivery schedule or date, Seller shall immediately notify Purchaser in writing giving pertinent details. 3. DELIVERY Unless otherwise agreed in writing by Purchaser, delivery, in whole or in part, shall not be made in advance of the time necessary to meet the contract delivery schedule. Purchaser, at Seller s expense, may store early deliveries or return them to Seller. Seller shall comply with the delivery schedule but shall not make material or production commitments in excess of the amount or in advance of the time necessary to meet the schedule. Seller will at all times cooperate with Purchaser s representatives relative to completion status and delivery expectations. Unless otherwise instructed by Purchaser, all shipments shall be sent to North Florida Shipyards, Inc., Receiving, Foot of East Adams Street, Jacksonville, FL 32202. 4. CHANGES Purchaser may, at any time, by a written modification, make changes within the general scope of this Purchase Order, including but not limited to (a) applicable drawings, designs or specifications, (b) method of shipment or packing, (c) inspection standards, or (d) time or place of delivery. For each change an equitable adjustment shall be negotiated in the price and/or the delivery schedule and the Purchase Order shall be modified accordingly, provided that Seller shall notify the Purchaser of any such claim within thirty (30) days of receipt of the change order. However, nothing herein shall excuse the Seller from proceeding with the Purchase Order as changed, prior to negotiation of the equitable adjustment. 5. INSPECTION AND TESTS Purchaser, its customer and regulatory body agencies specified by Purchaser, may inspect and test material, work in progress and goods at all times and places during manufacture or otherwise. If inspection is on Seller s premises, Seller shall provide reasonable facilities and assistance for the safety and convenience of the inspectors in performing their duties. Inspections and tests shall be performed in such a manner as not to delay the work unduly. Purchaser, its customer and regulatory body agencies shall not be liable for any reduction in the value of samples of production goods used in connection with such inspection or tests. Such inspection will be without prejudice to purchaser s right of later rejection upon final inspection by Purchaser. 6. GUARANTEE Seller guarantees that the design, all materials and equipment, and services provided under this Purchase Order will conform to the plans and specifications and to drawings, samples or other descriptions referred to in the Purchase Order; that all materials and equipment will be new, of first quality and free from defects in material and workmanship; that all materials and equipment furnished hereunder will function as prescribed and as required by the Purchase Order, and to the extent that the Seller knows or has reason to know of the purpose for which the design, materials, equipment and/or services furnished by the Seller is/are intended. Seller guarantees such design, materials, equipment and/or services will be sufficient for such purposes. Seller s warranties shall run to Purchaser and its customer. In addition to any remedies provided by warranty or otherwise, if at any time within twelve (12) months after Purchaser s delivery of Vessel/Product for which the item(s) furnished by the Seller hereunder was/were purchased or used, or Seller s standard warranty period for said item(s), whichever is longer, there shall appear or be discovered, any weakness, any deficiency, any failure, any breaking down or deterioration in workmanship or material furnished by the Seller or any failure of any equipment, machinery or equipment furnished by the Seller, to function as prescribed and as required or warranted by the plans and specifications of this Purchase Order (herein called a Guarantee Deficiency ). Seller agrees: (1) to replace or correct the Guarantee Deficiency promptly without expense to Purchaser when notified by Purchaser, or (2) that, at Purchaser s sole option, Purchaser may replace or correct any Guarantee Deficiency by contract or otherwise, and charge the reasonable costs thereof to Seller. The remedies specified herein are not exclusive. Purchaser shall have the right to any other remedies available to it a law, under this Purchase Order or otherwise. Any work required to be performed pursuant to the provisions of this clause shall be carried out, if practical at the Shipyard of the Purchaser or such other place as may be required by the Purchaser. In computing the guarantee period from the date of delivery of the Vessel/Product, there shall be excluded any time the Vessel/Product is prevented from entering or is taken out of service on account of any Guarantee Deficiency as herein provided. 7. TITLE To the extent of progress payments made hereunder, title to all materials, equipment and supplies and all other property furnished hereunder shall vest in the Purchaser; provided however the risk of loss or damage to such materials equipment, supplies and property shall remain with the Seller until delivery to and final acceptance by the Purchaser, unless otherwise provided for in this Purchase Order and the Purchaser shall not be deemed to have waived its right to require the Seller to replace at its own expense, unsatisfactory workmanship or materials and to deliver the materials, equipment, services or supplies as herein provided. 8. LIENS All material delivered, equipment furnished and labor performed under this Purchase Order will be free of all liens, charges and encumbrances, legal or equitable, and upon request, the Seller will furnish the Purchaser with formal releases. If any such lien, claim, charge or encumbrance is not immediately discharged, the Purchaser may discharge the same or cause the same to be discharged, at the expense of Seller. 9. TAXES Seller shall pay all foreign or domestic taxes, assessments or duties assessed against Seller for material, supplies or equipment covered by this Purchase Order prior to delivery thereof to Purchaser. 10. COMPLIANCE WITH LAW Seller shall indemnify, hold harmless and, if and to the extent requested by Purchaser, defend Purchaser, its customer and the vessel from and against any loss, cost, damage or claim thereof, in any way arising out of, resulting from or relating to Seller s failure to comply with all applicable foreign or domestic laws, rules, and regulations. Including, but not limited to, import and export laws and regulations. 11. DISCLOSURE OF CONFIDENTIAL INFORMATION The Purchaser will not accept any information of a confidential nature from the Seller and unless otherwise specifically agreed upon in writing by the Purchaser, any such disclosure shall be deemed to be acquired free from any restrictions, whether acquired by quotation or the purchase of goods or services covered by this Purchase Order as part of the consideration for this order. 12. NON-WAIVER Failure of the Purchaser to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provisions nor of the right of Purchaser thereafter to enforce each and every such provision. 13 SET-OFF Purchaser shall be entitled at all times to set-off any amount owing at any time from the Seller to the Purchaser or any of its affiliated companies. 14 WORK CARRIED OUT IN PURCHASER'S YARD OR CUSTOMERS PREMISES/VESSEL Seller agrees to comply with all rules and regulations of Purchaser and its Customer and guarantees strict compliance by all its employees, agents and subcontractors while on Purchaser and/or its Customer premises, but not limited to the vessel. Seller assumes all risk of property loss or damage and of personnel injury, disease or death which may be sustained by Seller or by any of its employees, agents or subcontractors, or by any of the employees, agents or subcontractors of a subcontractor of Seller, and all risk or loss and/or damage to property and/or personal injury or death which may be sustained by Purchaser and/or its Customer, their agents, employees or subcontractors as a result of performing work or service or furnishing materials or equipment under this Purchase Order. Seller agrees to indemnify Purchaser and its Customer and to save Purchaser and its Customer harmless from any claims arising from or by reason of any property loss or damage, personal injury, disease or death. Seller will comply with the provision of such Workmen s Compensation Acts as may be applicable to the subject of this Purchase Order whether state or Federal. No person employed by Seller or their subcontractors in the performance of labor or service under this Purchase Order shall be deemed or construed to be an employee of Purchaser or its Customer for any purpose whatsoever, including, but not limited to, under any local, state or federal unemployment compensation act or any internal revenue or tax legislation. Seller hereby expressly accepts exclusive liability to pay any and all such taxes to which Seller may be liable as employer in the performance of such labor or service required under this Purchase Order. Seller, its employees, agents and subcontractors, agree to comply with Purchaser and its Customers safety and health rules and procedures while on Purchaser or its Customers premises, including, but not limited to, the use of required personal protective equipment. In the event Seller, its employees, agents or subcontractors, does not comply with Purchaser and/or its Customer s safety procedures, Purchaser may suspend work and Seller shall be responsible for any delay or increased cost caused by Seller s failure to comply with safety procedures. 15 INVOICES All invoices submitted for payment under this Purchase Order must show Purchasers Purchase Order number. Seller invoices will be returned unpaid for failure to comply with this requirement. All invoices shall be sent, in duplicate, to North Florida Shipyards, Inc., Attention Account Payable, P.O. Box 3255, Jacksonville, FL 32203 16 SELLER SUBMITTAL OF SOFTWARE All drawings, test reports, certifications and other software, if any, required by this Purchase Order must be completed in full compliance of this Purchase Order and submitted to Purchaser on or before the time for submittal specified in this Purchase Order, or, if no time for submittal is specified, on or before the hardware item(s) to which the particular software corresponds is/are delivered to Purchaser. Payment will not be due in whole or in part as long as any required software has not been completed and submitted to Purchaser in full compliance with all requirements of this Purchase Order. 17. PURCHASER APPROVAL OF SELLER SUBMITTALS Purchaser approval of Seller submitted drawings, procedures, questionnaires, reports and other submittals shall not in any way limit or otherwise relieve Seller from Seller s responsibility for full compliance of this Purchase Order, and shall not in any way for any purpose constitute Purchaser acceptance, in whole or in part, of any work pursuant to this Purchase Order. Purchaser review, if any, of Seller submittals may be minimal, random, selective or otherwise incomplete. Approved means no reason noted to reject. Purchaser is relying on Seller to fully comply with all requirements of this Purchase Order. 18. FAILURE TO TIMELY START WORK; UNAUTHORIZED SLOW DOWN OR STOP WORK In no event (including, but not limited to, dispute) shall Seller slow down or stop work or fail to timely start work under this Purchase Order in any manner whatsoever other than as and to the extent expressly provided, or otherwise contemplated, if at all, in this Purchase Order. Seller shall immediately notify the Purchasing Manager, North Florida Shipyards, Inc. in writing, providing all relevant information, in the event any slowing down or stopping work or delay in starting work expressly provided or otherwise contemplated in this Purchase Order (e.g., awaiting Purchaser furnished material, manufacturing authorization, consent to Seller drawings, procedures, etc., as applicable) could in any way delay Seller s performance beyond the date(s) and/or other time(s) for performance specified in this Purchase Order. In addition to the aforesaid written notice, Seller shall also notify the Purchasing Manager, North Florida Shipyards by telephone if appropriate based on the urgency of the particular situation. Any slowing down or stopping work or failure too timely start work in conflict with is clause and/or failure to provide notice(s) as required by this clause shall be grounds for Purchaser to terminate this Purchase Order for the default of Seller. 19 TOXIC SUBSTANCE CONTROL ACT All chemical substances supplied to Purchaser under this Purchase Order shall be in full compliance with all applicable rules, orders and other requirements under the Toxic Substance Act (15 USC 2601, et seq), including, but not limited to, all required U.S. Environmental Protection Agency notices. 20. HAZARDOUS MATERIAL All materials required by this Purchase Order shall meet all applicable OSHA requirements as specified in 2 CFR 1910.1200 including providing a complete and accurate Material Safety Data Sheet (OSHA Form 174 or equivalent) which identifies the chemicals by the Chemical Abstract Numbering System (CAS) for all hazardous ingredients in excess of 1.0% by weight or 0.1% by weight for carcinogenic materials. Purchaser will not accept, store or dispose of any toxic substance or hazardous material unless specified in this Purchase Order. 21. DEFAULT If Seller (a) fails to use due diligence in the performance of the work under this Purchase Order or fails to perform any of the covenants, agreements or undertakings on its part to be performed under this Purchase Order, including, but not limited to, its agreement to make prompt payment for all labor, materials, services and other charges which are to be paid by the Seller, provided that the Purchaser, in either instance, shall give written notice to the Seller as to such failure and the Seller shall not within fifteen (15) calendar days after being so notified correct such failure and (b) if the Seller shall cease operations in the normal course of business, including inability to meet its obligations as they may mature or if the Seller is dissolved or adjudged a bankrupt or makes general assignment for the benefit of its creditors, whether or not appointed in bankruptcy, common law or equity proceedings, whether temporary or permanent, or if the Seller files a petition for reorganization or other proceedings with reference to the Seller under any of the provisions of the bankruptcy act, or the filing of such petition by creditors, then in the event that any one or more of the events of default specified above shall have occurred, the Purchaser, if it so elects, may terminate this Purchase Order without liability, except for deliveries previously received by Purchaser in full compliance with all requirements of this Purchase Order. 22 ASSIGNMENT Neither this Purchase Order nor the benefits nor obligations thereof shall be assigned by Seller except with the prior written consent of the Purchaser. The Purchaser may assign its benefits and obligations to a subsidiary Company without the consent of the Seller. 23. SUBCONTRACTING The Seller shall not subcontract all or any substantial part of the work called for under this Purchase Order without prior written consent of the Purchaser. 24 PATENTS AND COPYRIGHTS Seller shall indemnify, hold harmless and, if and to the extent requested by Purchaser, defend Purchaser, its directors, officers, employees, agents, customer and the vessel against any and all loss damage, liability and expense (including, but not limited to, legal expense) in any way arising out of, resulting from or connected with any patent or copyright infringement or any claim thereof, in any way arising out of, resulting from or connected with any use, sale or other disposition of any property furnished or process furnished or work or services performed by Seller under this Purchase Order. Furthermore, in the event that Purchaser, its customer or the vessel should be enjoined from using any portion of the aforementioned property, work or services, in hole or in part, Seller shall promptly secure termination of the injunction and procure for Purchaser, its customer and the vessel, the right to use the subject item without any obligation, or liability or replace the subject item with a non-infringing item or modify same to become non-infringing, or otherwise as Purchaser may request, all at Seller s expense and to the Purchaser s satisfaction. 25 APPLICABLE LAW; VENUE This Purchase Order and the performances by the Seller hereunder shall be construed in accordance with the laws of the State of Florida. Venue for any litigation relative to this Purchase Order shall be the state or federal, as applicable, courts in Jacksonville, Florida. 26 PURCHASER FURNISHED INFORMATION Drawings, specifications and other engineering and manufacturing information furnished by the Purchaser shall remain the Purchaser s property, shall not be duplicated other than as authorized in writing by the Purchaser and shall be returned to Purchaser upon request or when no longer needed for performance of this Purchase Order. Except as may be necessary for performance of this Purchase Order; Seller shall not use or disclose information concerning the subject of this Purchase Order without Purchaser s prior written consent. 27 RELEASE OF INFORMATION No information release or public announcement or confirmation or denial of same on any phase of this Purchase Order will be made without the prior coordination and express written approval of the Purchaser. This includes, but is not limited to, advertisements, brochures and the like. 28 PURCHASER S PROPERTY Unless otherwise agreed in writing by Purchaser, all tools, equipment or material of every description (including raw material and work in process to be completed by the Seller) furnished to Seller by Purchaser or specifically paid for by Purchaser, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of the Purchaser. Such property shall not be used except in filling Purchaser s orders, shall be held at Seller s risk, and shall be returned to Purchaser at its written request. 29 INSURANCE Seller shall procure and maintain at Seller s expense, the following coverage: (1) full worker s compensation insurance including, but not limited to, for Seller s obligations under the U.S. Longshoremen and Harbor Worker s Compensation Act, in strict compliance with the requirement of the most current and applicable state or federal workers compensation laws. Seller shall also procure and maintain Employer s Liability Insurance coverage in the amount of at least $500,000 (U.S. Dollars). In lieu of the above, offshore (non-US. Sellers) shall procure and maintain full worker s compensation insurance and Employer s Liability insurance in strict compliance with the requirements of the most current and applicable jurisdiction or state scheme s insurance laws; (2) full Comprehensive General Liability insurance (and/or full Public and Products Liability insurance) providing for personal injury, disease, death, and property damage liability (occurrence form). Coverage shall include premise/operations, contractual liability, product/completed operations, and independent contractors contingent coverage when subcontractors are involved. Said coverage shall be in the minimum of $1,000,000 (U.S. Dollars) for personal injury, disease, death, and property damage in any one occurrence and $1,000,000 (U.S. Dollars) in aggregate. All coverage must be world-wide with no exclusion on claims brought in the United States; (3) for Seller s vehicles (owned, leased, hired, etc.), if any, on Purchaser s premises in connection with the performance of this Purchase Order, Automobile Liability insurance for personal injury, death, and property damage with combined single limits not less than $500,000 (U.S. Dollars). Upon request, the Seller shall furnish Purchaser with a Certificate(s) of Insurance evidencing the required coverage. The dollar amounts specified above do not, in any way, limit Seller s liability and obligations under this Purchase Order. 30. TAGGING AND MARKING The material furnished for each Purchase Order item, whether packaged together or shipped individually, shall be substantially marked on each individual container with the Purchase Order number. Packing slips shall denote, Seller, Purchase Order number, Item Quantity and Description. Failure to comply with the requirements of this clause shall be cause for rejection. New Page 0 Ordering Procedure Authorized Orders Seller is not authorized to accept an order without first obtaining a purchase order number from a North Florida Shipyard s Authorized Buyer. If Seller has any doubt regarding the authority of the individual placing an order, Seller is not to accept the order and contact NFSY s Purchasing Manager. Compliance with this procedure ensures that an authorized NFSY employee issues the order and ensures that the subsequent invoice will be processed. A Seller s failure to comply with this procedure will jeopardize both the payment of the order and the placing of future orders with this Seller. The following NFSY personnel are authorized to place orders: Name Position David Quinn Purchasing Agent Barry Shiffert Buyer Robert Wilson Vice-President For Orders $500.00 or Less North Florida Shipyard s (NFSY) normal purchasing procedure, for orders of $500.00 or less, is to issue a verbal purchase order number after the material specification, quantity, delivery date, FOB point, shipping details and price have been mutually agreed between North Florida Shipyard s Authorized Buyer and the Seller s Representative. This purchase order number must be on all items, packages, correspondence and invoices. Packing lists must accompany all shipments. Seller may rely and act on the receipt of this verbal purchase as if Seller had received an original signed purchase order. Depending on the circumstances of the order and the relationship with the Seller, a confirming purchase order may subsequently be faxed to the Seller. Seller may also request a faxed confirming purchase order. For Orders Greater than $500.00 NFSY s normal purchasing procedure, for orders greater than $500.00, is to issue a verbal purchase order after the material specification, quantity, delivery date, FOB point, shipping details and price have been mutually agreed between North Florida Shipyard s Authorized Buyer and the Seller s Representative. A confirming faxed purchase order will also be sent to the Seller. The faxed form will include the NFSY number but will not have the signature of an authorized buyer, purchasing agent, or purchasing manager. Seller may rely and act on the receipt of this faxed purchase as if Seller had received an original signed purchase order. This purchase order number must be on all items, packages, correspondence and invoices. Packing lists must accompany all shipments. New Page 0 Certificate Of Insurance Requirements Contractors/Sub-Contractors that perform work on North Florida Shipyards premises or customer vessel tied up at the yard are required to submit a Certificate of Insurance that includes the following: TYPE OF INSURANCE CATEGORY MINIMUM LIMITS General Liability General Aggregate Personal & Adv. Injury $1,000,000 Products-Comp/QP Agg. $1,000,000 Each Occurrence $ 500,000 Fire Damage (Any one fire) $ 50,000 Med. Expense (Any one person) $ 5,000 Automobile Liability Combined Single Limit $1,000,000 Worker s Compensation & Employer s Liability Each Accident $ 500,000 Disease Policy Limit $ 500,000 Disease Each Employee $ 500,000 Worker s Compensation and Employer s Liability should include a USL&H Endorsement. In the Certificate of Insurance block titled Description of Operations/Locations/ Vehicles/Special Items the following statement should be inserted: "Certificate Holder and its companies, including Thermal Engineering named as Additional Named Insured. Waiver of Subrogation included in favor of North Florida Shipyards, Inc. and its affiliated companies including Thermal Engineering. Co". Certificate Holder block is to be completed as follows: North Florida Shipyards, Inc. and Its Affiliated Companies, including Thermal Engineering Co. Post Office Box 3255 Jacksonville, FL 32206 Our solid reputation is derived from dealing fairly with our customers and providing on-time quality ship repair and conversion services at... North Florida Shipyards Inc