contractors, and containing broad form contractual liability coverage, with minimum limits of
$10 million per occurrence (the "CGL Policy");
b.
Automobile Liability Insurance written on ISO Business Auto Form CA
00 07 979 (or equivalent coverage form) covering Liability arising out of any auto (including
owned, hired, and non-owned autos) with minimum limits of $1 million per occurrence
combined single limit (the "Auto Liability Policy");
c.
Statutory Workers' Compensation insurance as required by applicable law
(including an "all states" endorsement) (the "Workers' Compensation Policy"); and,
d.
Employer's Liability Insurance with minimum limits of $100,000 for each
accident, $100,000 for each disease, and $500,000 for each employee (the "Employers Liability
Policy").
11.
Insurance Policy Requirements. Buyer shall be named as an additional insured on
the CGL Policy and Auto Liability Policy for all operations of Seller hereunder and for all
Liability for which Seller is responsible under this Agreement. The CGL Policy and Auto
Liability Policy shall contain standard cross liability clauses, and Seller shall cause such policies
to be endorsed to provide contractual liability coverage specifically covering this Agreement as
an insured contract, if necessary, to obtain coverage of this Agreement thereunder. The Workers
Compensation Policy and Employers Liability Policy shall each be endorsed to waive any right
of subrogation against Buyer. All Insurance Policies shall: (i) be primary without right of
contribution from any insurance maintained by Buyer; (ii) be issued by duly qualified insurance
carriers reasonably satisfactory to Buyer; and (iii) require that Buyer be given at least thirty (30)
days prior written notice of cancellation, non-renewal, or any material change therein. Upon
Buyer's request, Seller shall deliver to Buyer Certificates of Insurance evidencing the Insurance
Policies required by this Agreement.
12.
Time of the Essence. Seller acknowledges and agrees that time is of the essence
with respect to Seller's performance under this Agreement.
13.
Waiver. No waiver of any provision of these terms and conditions (or any right or
default hereunder) shall be effective unless in writing and signed by the party against whom such
waiver is sought to be enforced. Any such waiver shall be effective only for the instance given,
and shall not operate as a waiver with respect to any other rights or obligations under this
Agreement or applicable law in connection with any other instances or circumstances.
14.
Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without reference to its choice of law rules. The
United Nations Convention on Contracts for the International Sale of Goods shall not apply to
this Agreement or purchases hereunder. Any claim or litigation brought under or relating to this
Agreement shall be brought in a court of competent jurisdiction located in Palm Beach County,
Florida.
15.
Assignment. Neither these terms and conditions, nor any Purchase Order, nor any
interest under either of them may be assigned or delegated by Seller without the prior written
consent of Buyer.
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