1. Applicability and Acceptance: This Attachment A is incorporated by reference into the Noble Plastics, Inc. (“Noble”) terms and conditions (the “T&C’s), including its other attachments and exhibits, and further governs the manufacture and delivery of certain automation equipment (the “Goods”).  This attachment and the T&C’s shall to the extent possible be interpreted in a consistent and complimentary manner, but if there is a conflict in their terms, this attachment shall govern.  By way of clarification and not limitation, the Goods provided hereunder shall be subject to the limitations of liability set forth in the T&C’s.
2. Equipment Warranty: Noble warrants that the Goods shall conform to the specifications agreed to by Noble and the Customer in writing, and, when used for the ordinary purposes for which such equipment is designed, shall be free of defects in workmanship and material for a period of one (1) year from shipment or 2,100 hours of operation, whichever occurs first (the “Warranty”).  During the warranty period and upon satisfactory proof of claim by Customer, Noble will return the purchase price of, replace F.O.B. Noble’s factory, or repair, excluding installation, any portion of the Goods that do not confirm to the Warranty, subject to the following conditions: (a) Customer shall return defective equipment and components to Noble upon request, (b) the Warranty applies only to equipment properly used and maintained and does not apply to any equipment which has been subjected to misuse, neglect or accident, or which has been installed, operated, repaired, altered or modified other than in accordance with instructions or written authorization by Noble, and (c) the Warranty does not apply to any equipment or components not manufactured by Noble, and Customer’s sole warranty with respect to such items shall be that of the manufacturer, if any.  THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO THE GOODS AND NOBLE MAKES NO OTHER WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND WHATSOEVER PERTAINING TO THE GOODS.  ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE USAGE OR COURSE OF DEALING, ARE HEREBY EXPRESSLY DISCLAIMED BY NOBLE.
3. Indemnification: The equipment furnished hereunder will be manufactured with safety features and furnished with user safety instructions. The operation of the equipment with safety features removed or modified and/or the disregard of the user safety instructions is outside of Noble’s control and is the responsibility of Customer.  Customer agrees to indemnify, defend (at its own expense with counsel satisfactory to Noble), and hold Noble harmless from any and all claims, demands, liabilities, causes of action, suits, costs, and expenses of any kind or nature (including attorneys’ fees) for loss or damage which may be suffered by Noble as a result of injury to persons (including death) and property arising from: (i) removal or modification to safety features, (ii) the disregard of user-safety instructions, including without limitation, any person injured while riding, sitting, stepping, walking or climbing on the equipment furnished hereunder, (iii) any portion of the equipment which includes Customer’s existing equipment or equipment furnished by Customer, (iv) improper use of the equipment, or (v) any information, representation, reports or data furnished or prepared by Customer.
4. Customer Supplied Data: Customer acknowledges that Noble has relied upon all specifications and other data supplied by Customer to Noble in the selection and design of the Goods and the preparation of its quote and any specifications or layout of the equipment.  In the event the conditions differ from those presented by Customer and relied upon by Noble, any warranties or performance guarantees contained herein affected by such conditions shall be null and void, unless otherwise mutually agreed upon in writing.
5. Non-Solicitation of Employees: During the course of performance of the Services, one or more of Noble’s employees will provide services and will become familiar with the Customer’s processes, activities, and personnel. The Customer acknowledges that Noble’s personnel are highly trained, constitute a valuable asset to Noble and play an important role in Noble’s ongoing business.  Therefore, the Customer agrees that, during the performance of the Services and for a period of one (1) year after the completion of the Services, the Customer shall not, directly or indirectly, for itself or on behalf of any other person or entity, employ, attempt to employ or solicit the employment of any employee of Noble (as an employee or an independent contractor).  The Customer further acknowledges that, in the event of a violation of the foregoing covenant, it will be very difficult or impossible to calculate the damages to Noble.  Therefore, in the event of a violation of the foregoing covenant by the Customer, the Customer agrees to pay to Noble in lieu of actual damages and as a liquidated damage amount (and not a penalty), the sum of $120,000.  The non-solicitation covenants contained in this section shall survive the termination of the Services.
6. Pre-existing Material: In the event Noble is contracted to interface with pre-existing systems and/or subsystems.  THE [DELIVERABLES] PROVIDED “AS IS”, WITHOUT WARRANTY, REPRESENTATION, OR OBLIGATION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.  IN NO EVENT SHALL [WE] BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE [DELIVERABLES]. [We] do not warrant that the [Deliverables] will be uninterrupted, error-free, secure, or meet your requirements or that [we] will correct PROBLEMS, ISSUES, DEFECTS, DEFICIENCIES, OR ERRORS. YOU AGREE THAT THE [DELIVERABLES] ARE PROVIDED TO [YOU] ENTIRELY FOR USE AT [YOUR] OWN RISK.

THE [DELIVERABLES] MAY MODIFY, AMEND, UPDATE, COMBINE, OR OPERATE WITH EXISTING SOFTWARE OR OTHER TECHNOLOGIES (COLLECTIVELY, THE “PREEXISTING MATERIAL”). IN NO EVENT SHALL [WE] BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE PREEXISTING MATERIAL OR THE PREEXISTING MATERIAL AS MODIFIED BY, AMENDED BY, UPDATED BY, COMBINED WITH, OR OPERATED WITH THE [DELIVERABLES]. [YOU] UNDERSTAND AND AGREE THAT [WE] ARE NOT RESPONSIBLE FOR ANY PROBLEMS, ISSUES, DEFECTS, DEFICIENCIES, OR ERRORS, REGARDLESS OF HOW CAUSED, WITH RESPECT TO THE PREEXISTING MATERIAL OR THE PREEXISTING MATERIAL AS MODIFIED BY, AMENDED BY, UPDATED BY, COMBINED WITH, OR OPERATED WITH THE [DELIVERABLES], INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO UNDESIRED ACTIVATIONS OR MOVEMENTS.

6. Applicability and Acceptance: This Attachment A is incorporated by reference into the Noble Plastics, Inc. (“Noble”) terms and conditions (the “T&C’s), including its other attachments and exhibits, and further governs the manufacture and delivery of certain automation equipment (the “Goods”). This attachment and the T&C’s shall to the extent possible be interpreted in a consistent and complimentary manner, but if there is a conflict in their terms, this attachment shall govern. By way of clarification and not limitation, the Goods provided hereunder shall be subject to the limitations of liability set forth in the T&C’s.
7. Site Preparation and Access to Perform Services. On or prior to the scheduled installation date or such other date mutually agreed to by the parties in writing, Customer agrees to (a) take all actions to prepare the equipment/machine(s) on which the Services will be performed, the area of the facility surrounding such equipment/machine(s) and to the facility generally, in each instance to the extent necessary or appropriate to enable Noble to safely and efficiently deliver the Goods and perform the Services in accordance with the terms and conditions of this Agreement and (b) provide Noble with unencumbered access to the equipment/machine(s) on
   which the Goods will be installed, the area of the facility surrounding such equipment/machine(s) and to the facility generally, with respect to clauses (a) and (b) above, in each instance to the extent reasonably requested by Noble in connection with delivery of the Goods and/or performance of the Services.
8. Changes and Delays. Proposals to amend the detailed installation specifications may be offered by either party in writing which set forth in detail the particular specifications involved, the changes to be made therein, and the effect, if any, of such change on price, design, performance, weight, time of shipment, and time of installation. No modification of this Agreement will be permitted unless it is in writing and accepted by Noble. Should the work be delayed or interrupted by Customer or other contactors of Customer, or failure of Customer to furnish facilities or apparatus as agreed herein, or for any other reason beyond Noble’s control, Noble shall be relieved of any liability for failure to timely or properly perform the Services that result and Customer will reimburse Noble for any additional cost resulting from such causes.
9. Back Charges. Noble will not pay claims for expenses of Customer relating to labor and/or material supplied by Customer unless (a) Noble is advised in writing before such expenses are incurred, and (b) such claims are established to the satisfaction of Noble and Noble gives Customer its prior written consent to the supply of such labor and/or material by Customer.
10. Installation. Unless otherwise agreed herein, material for superstructure, hangers and bracing is to be furnished by Customer. If Noble does not provide the installation, it is mutually agreed that any superintendent or technician furnished by Noble be subject to Customer’s general supervision during the term of any service done for Customer, and Noble shall have no liability for schedule performance or costs incurred by Customer to complete installation. All labor, materials and tools required for such services and installation shall be furnished by Customer. Customer remains solely responsible for the installation when such services are provided. It is understood that some reaming of holes and/or realignment or other adjustment in the field may be required and such field labor is for Customer’s account. Noble reserves the right to use subcontractors in the performance of any portion of the fabrication and/or Services.
11. Scope of Work. Noble shall furnish installation labor, supervision, materials and equipment (except that to be furnished by Customer) as set forth in Noble’s proposal. Such work shall be performed in accordance with the drawings and specifications included in such proposal.
12. Provided by Noble. Unless otherwise stated herein, Noble shall provide the following when responsible for installation work: An installation crew, a superintendent at the installation site to direct the work, and the necessary tools and equipment to install the equipment.
13. Provided by Customer. Unless otherwise stated herein, Customer shall provide, without limitation, and pay for the following services and/or facilities. In the event any of the requirements of this paragraph have not been performed by Customer at the time Noble’s installation superintendent arrives, Customer shall reimburse Noble for any extra expense incurred thereby; or at Noble’s option, Noble may thereupon cause such work to be performed, materials or equipment acquired, or services obtained at Customer’s expense.
    i. All necessary building, erection and operating permits and licenses.
    ii. A truck unloading dock located within reasonable proximity to the erection site or at a point agreed upon; safe, dry and convenient storage area; adequate bench and working space; and convenient parking area for the installing crew.
    iii. Unload all of the material and equipment required for the performance of the work described herein and store same at a site convenient to the point of installation.
    iv. Clear the installation site and provide and maintain convenient access thereto by road; make ready the site in accordance with the load diagrams and drawings; cut and finish any floor, wall or roof openings in accordance with the clearance diagrams, requirements or drawings; make required alterations to buildings, supports and equipment (strengthening same if required); keep the site free from water, debris and other obstruction and hazards to the safe and expeditious installing of the equipment; provide necessary surveying information and services; and remove obstructions (permanent or temporary), including pipes, wiring, sprinklers, and relocated as required.
    v. All piping, wiring, conduit, and other services, and their installation, necessary for processing lighting and power incident to the operation of the specified equipment.
    vi. All stringers, headers, and superstructure, if any, required for supporting the equipment and their installation.
    vii. All electric current or other available power, compressed air, fuel, water, heat, light and other services as may be required for installation work and fire protection of the equipment, all at the required voltage, pressure or other appropriate unit of measure.
    viii. Provide Noble with use of any elevator or crane service available on the premises, suitable sanitary field toilet, first-aid, and lunch room facilities; and an office and access to a telephone for the Noble superintendent.
    ix. Theft protection for Noble’s tools, material, equipment, and installation spare parts; keep same safe, dry and protected from the elements; and insure same for Noble’s benefit against loss by fire, theft and other insurable hazards.
14. Condition of Premises. It is Customer’s responsibility to determine if there is risk of fire, explosion or other potentially dangerous condition on Customer’s premises. Customer will provide all necessary fire and explosion preventative measures. Noble reserves the right to refuse to proceed with installation if in Noble’s judgment a dangerous condition is present. Customer hereby agrees to indemnify, defend (at its own expense and with counsel satisfactory to Noble), and hold harmless Noble, its subcontractors and the employees and agents of each, against all loss, damage, claims, cost and expense (including attorneys’ fees) for personal injury,
    including death, and property damage to any person or company which arise out of work being performed by Customer, its employees or agents, or physical conditions existing at the premises while Noble, its subcontractors, or the employees and agents of each are in or upon Customer’s premises.
15. Insurance. Noble will comply with Worker’s Compensation or Employer’s Liability laws that apply to operations under this Agreement. Noble will carry public liability, bodily injury and property damage insurance applicable to its operations indemnifying Customer against loss from claims for personal injury or death, or injury to or destruction of real property arising in connection with Noble’s work where Noble is negligent and Customer is not contributorily negligent. In the event that Customer requires that Noble provide additional insurance coverage which is not provided under Noble’s regular insurance contracts, the additional cost of such insurance shall be paid by Customer. Upon request, Noble will furnish certificates of insurance. Customer shall provide and maintain in responsible insurance companies, at Customer’s expense, insurance against risks of physical loss or damage to the equipment from and after the time of delivery to the erection site. Customer will furnish to Noble certificates of insurance, upon Noble’s request, evidencing such coverage prior to shipment. Such coverage shall be for the full amount of this Agreement and shall cover the equipment and installation specified herein. If Customer should fail to procure such insurance, Noble may, but shall not be required, to obtain the same and the cost of the premium therefor will be added to the purchase price.
16. Training. Noble will, unless otherwise specified above, conduct operators’ and mechanic’s training during installation, utilizing qualified installation personnel, at the installation site. Customer shall be responsible to make its personnel available at this time. Unless otherwise stated in the proposal, the price of this contract does not include any training at Noble’s plant or elsewhere.
17. Installation Labor. Except as otherwise expressly set forth herein, the price quoted herein is based upon the following. In the event any deviation occurs, Customer is to reimburse Noble for any additional cost or expense resulting therefrom.
    i. Use of non-union labor at the regular rates prevailing in local area at date of proposal. A price adjustment will be required for cost increase resulting from any wage and/or benefit structure alteration.
    ii. No employment of any special employees or craft for setting of motors or any other work days without premium or extra pay for overtime work or work during non-regular hours or on non-regular days.
    iii. Noble having access to the installation site during the full time period of regular work hours.
    iv. Noble not being required to pay any premium or extra charge for non-local labor.
    v. Installation and testing to be made continuously without undue delay.
18. Inspection and Tryout. Customer shall have everything in readiness, including the necessary electric wiring, if any, or other power for driving, to permit a thorough tryout of the equipment promptly on completion of installation. If for any reason this tryout cannot be held at the time Noble’s superintendent is ready, Customer shall reimburse Noble for any extra expense involved in a subsequent tryout. The tryout shall consist of operating the system or equipment through one complete cycle for compliance with contract performance specifications. Customer shall notify Noble in writing of any nonconformity to specifications it discovers within two (2) days of the tryout, giving Noble exact details of each suspected nonconformity. Upon determining that the system or equipment does not conform to contract performance specifications, Noble will have a reasonable period of time to correct such non-conformity under the Warranty and will notify Customer when the system or equipment is ready for tryout in accordance with this paragraph. Failure to conduct a tryout as set forth in this paragraph or to notify Noble as set forth in this paragraph will constitute final acceptance of the equipment and associated Services. It is further agreed that if prior to the tryout Customer attempts to operate the system or equipment in the absence of Noble’s superintendent, or without his written consent, that Noble shall thereafter have no responsibility whatsoever for the operation of the Goods or the conformity of the Services. In no event will any tryout which is unacceptable to Customer be grounds to cancel or terminate this Agreement, nor will Noble be liable for any damages cause by any resulting delay.
19. Final Acceptance. Final acceptance shall occur in accordance with the terms of Paragraph above or when Customer uses the Goods, or any of the equipment comprising the Goods.