The URL can be used to link to this page

R-2022-118 - 4/14/2022 RESOLUTION NO. R-2022-118 WHEREAS, the City of Round Rock ("City")desires to purchase Lightnin flocculators for the water treatment plant; and WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for items available from only one source are exempt from competitive bidding requirements; and WHEREAS, SPX Flow, Inc. is the sole source provider of Lightnin brand products in our area; and WHEREAS, the City wishes to issue a purchase order to SPX Flow, Inc. for the purchase of Lightnin flocculators for the water treatment plant,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the City Manager is hereby authorized and directed to issue a purchase order to SPX Flow, Inc. for the purchase of Lightnin flocculators for the water treatment plant. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551,Texas Government Code, as amended. RESOLVED this 14th day of April,2022. ..................... " . ..Al..G J, ORG MayorI 11 "I "I City of Round , Texas"I'l""I'll""I'll11-11..111111---I C R ck ct ATTEST: MEAGAN .'PINKS, City Clerk 0111I2.210?:!SIINSH 0971MR SPXFLOW Alghtnim TECHNICAL AND COMMERCIAL PROPOSAL PROJECT Round Rock WTP -Flocculators„ ,SITE 1 LOCATION Round Rock 1 Texas mm � Inquiry SPXFLOW Quote#205510288 Submitted : Chad Kinder City of Round Rock Water Treatment Plant Superintendent Office:512 341,3134 Mobile 512 567.6427 wkinderfiroundrocktexas.gov Date: 01/2712022 Dear Mr. Kinder, We thank you for your enquiry for the above referenced project for which we now take pleasure in submitting our quotation of suitable equipment for your consideration, The equipment proposed is detailed herein as part of our proposal,You are kindly requested to carefully review and confirm the correctness of all technical data and any assumptions made lin the preparation of this quotation. If any of this data is incorrect,please let us know as soon as possible,as this could affect mixer selection and operation. Yours Sincerely, Miguel Vera HRM Environmental :512-337-7807 :512-337-7824 : 512-565-1681 mvera@hrmenv.com Lightnin, 135 Mount Read Blvd Rochester, NY, 14611 ........................ .... Revision Histo ................................................................................................................................................................................................... ..........................................................................................................................a............................................................................ ...............m......._..._............_............._......__........_................................................. SPXFLOW Quote Issued By Submission Date i Comments Revision# .............................m.,......................�._.........................................................................................................................................I ,......................................................................................................,,,,,,,.,,,,,,......................,,,,,..,,,,,,,,,.....,...................................... ................................................................................................................................. 0Kumaraswam 01 127/2022 FIRM Quote ................................................................................................................................................................................................... .I..................................................................................................................................................................................................... ....__......._...................._..................................................................................................... ..............................................................................................I.-��"��-.��-.-.-.-..-. .....,..".-.-.-.-.-.I............................................................... ..............�..l Page 2 SPXFLOW ) Llightnim, Table of Conitonits, 'N. COMPANY ........., ......., ....,... .. ..,..,.... ...,.. ,„,...,.4 . SCOPE OFSUPPLY.-...... .... .... .. .. .... ....... . . ........ 3. PRODUCT DETAILS . ........„.„.� 4. LIST OF INCLUSION XCIL ION NTE I .,_. , , ,,:.:. . ... ......-...... � ,. . . ..�..,. ...,�,....�.� �. COMMERCIAL OFFER AND TERMS... ................. TERMS AND CONDITIONS OF SALE..,�,... ... . .�. . . , m...��. „ .,.,:,. �� Page SP)(FLOW Alghtnino, 1. COMPANY PROFILE SPX IF:LM AI lewd�n Chmwe,HI coMma"M RM tinc �MVSL FUMB bnowroft WM custmotim w bellp hrod and mitho"m i,vwM by dim>drpiln&delveeing and serotimo NO"kte saftiflons®t the hetetof amwing and mult"mWg mar dWnv coffiffluakies.The ccmpmI pffidweg off,,Wg k,alovenI In rafture mtm4 NW bVilmout tethmbg&m all WON-M owwww PqK—"mm,Mw Wumor mmd-vnlftvdftt wownevat mod ory 5 1.5 MOD"in so wwte...d mk's I.mom Von am =*Jill WATER AND WASTEWATER APPUCATIONS ............................................... ............................................I............ .................................... .......................... ..................................................................................................................—) SIN FLOW 1ximsystim CeiiI sae FLOW m coritem pvvwa a nKmI,,of4h&4n,cospKmbf cuumentowskdoveMpondpoded dambomm tim 13 the ovodm "waddn awtim im Pag�o 4 SP>-(,,FLOW Ailghtnew, 2. SCOPE OF SUPPLY SPX Flow has included the below Mixer Tag numbers as part afar proposal. Item# MixerQ Name Ta # City Y Flocculators Replacement LNon:e1t2 ® Technical Data and Process Summary Replacement 11tem# I ixer Mode ries: CBQPO.75 MOTOWDRIVE SPECIFICATIONS Motor Power 1.0 HP Motor Frame jypt_ NEMA Nominal In ut eed RP 1200.0 RPM Motor FLequency 60.0 Hz Motor Voltage 230/460 V Motor Frame Size 145TC Motor I7ut Severe Cut Motor Efficiency Premium Efficitnc .... Enclosure TEFL Motor ountin otor Pedestal High Speed Coupling lLiqhtnin Standard MACHINEISEALING SPECIFICATIONS Gear Reduction Ratio 52.42 Gearbox Housin aterial Cast Iron ® eratin eed Constant SHAFT SPECIFICATIONS Shaft Diameter 2.0 inches Shaft Rotation Clockwise from Drive end Shaft Length(FMB) 156.0 inches Wetted Parts Material 316ss ,IMPELLER SPECIFICATIONS Impeller I Lower,76.0 inches A51 OE with 2 degree Tip Chord Anlewith Stabilizer �eller I Attachment J'Keyedwith plus 18,0/minus 0.0 adjustments Process Data G®Factor NA Standard Ox Rate(S0TELNA T'i Seed FPS NA OTHER DATA CE Certified jNo SPX.FLOW Ailghtnim, Mixer GA DravAng: Flocculators RelplaceinnGnt THOS M A 111:111:?Ell N01,11AR v'DRAWNG FOR RFFERENCkONI..Y. 00 N011' DATE:�271M41JARY 2022 Cum,p 1:" IMPELLER —.1.3.33�339)* ROTATION —5.63 E143V 7 .0�3101 ................ 4.50 1141 IUI 6.m�jqsj 9.00 Inq 01L DPWAI N BOTTOM AEW OF GEARBOX ---------L -22AD E569.1-I' 10,46 r.2661 -20 -779 j 300 k 1,801 MOUNTING RATE BY 25.4 1 A01 9Rx FLOW —02.001pul 156.00[3962] P.aeu braudsOVA amµ4m wwcaees rr..j N-0,190"s-AT FOR NuuVANCIT S. avow 0. R.T 04P.4M llvwn mp m m Icurt SWOK KL66 VOLK:230Z PHAN I tom Q,,aAnUN W. K.REA OPTOCNALDNIPCOARdSHOWN MPTLARD.T. RVCA-CE Rp.2$ Qmmunop mvmfis.A wipmava,mmonvmmumm©N ftimmeTuf PAGPA %.o— RADIRMINSARt MEMMARK, 0760) 1930.,41 VMTKAL DmNWmD TOAD:tl no Lai,VW2 N 11 romm"A'OR 11 fla TIP$m.T MEWUNG MOMENT%12WW fi�l�,"T N.1 bIlZH u9>aaUS ARE UMATWTHMMTUANAV00, WORM"FLPHRFF.ffCl 7q �rHUI IN WADI VAIT10%ARD WARANVU%kXTRHD FOA OHO.W.1117EMS 44.00�111 KNOWANAY W Arc lm.OTHERS OFF BOTTOM 6 MWIMUMOK"'WeIEWRIOWD PASS 010,40[772. 6] TAWTHMKIN)MWER PARV%IS H S JfAq 12,01 05. F RUHR VQ om mean 4orm,vqmlpigWNL av,wu 11 W!Las p0 li9p WArl 9VWi%41,.qp %CNIAL NMINSKIN MAY VMV WND"0.MOTOR W10001" WE- SIPXFLM �luwftm )IMM" Z�, GENERAL ARRANGEMENT FOP�HRM EWIRONMENTAL mm .A Una%LQ:" vd.0 1� �p�PIN iifo DRAWNG i6,205U0288-2 SPX'FLOW Alightnin, 3. PRODUCT DETAILS LIGHTNIN COMPACT SERIES MIXER GGearbox The Compact Series is a simplified parallel shaft design construction.The gearbox is designed and built by Lightnin. The cast ductile iron gear housing has been optimized for maximum strength and stiffness with minimum weight. By design the Compact series has a reduced foot print for equal torque capacity of our other gearboxes.This reduced foot print makes the unit easier to install and reduces the weight on your support structure. The design accommodates either a double or triple reduction without changing the gearbox housing. Reduced weight and loads can help you save money on you support infrastructure. gPlu Gears The gearbox is designed in accordance with the latest AGMA standards. The use of precision ground, case carburized, and helical gears produces a quiet, efficient and reliable gearbox. One of our innovations in this area reduces the gear deflection, this reduces the wear on the gears and True Dry Well construction is critically important in the helps reduce noise and provide smooth running. water industry and other industries were the operator wants to ensure that gearbox lubrication cannot seep Bearings past shaft seals into the drinking water or other All bearings in the gearbox have a Ll 0 life greater than products. 30,000 hours. The output shaft bearings exceed this under continuous full load conditions. This ensures Motor maximum durability and a long service life between Motors meet global requirements for motor efficiency overhauls to minimize downtime for maintenance and are flange mounted to ensure consistent purposes. alignment with the flexible high speed coupling. Lubrication Guards Splash lubrication of all internal parts provides When provided the openings of pedestals are guarded efficient, trouble free operation without the need for with metal mesh guards that enable inspection while additional pumps and piping or greasing of bearings. the machine is in operation. The temperature rise of the gearbox lubrication is also M2gafinjq very low,this helps increase lubricant life, _Rtions The Compact series is available for open tank, lip The oversized oil fill port makes oil changes easy;and seals and mechanical sealing options. there is a visible oil fill marking in the gearbox, so a Legislative Reguirements dipstick is not needed—you can select a dipstick if you desire one.You don't need to re-grease bearings with Local Legislation requirements can be met using the our design; Compact Series; it is designed for global use. The equipment is designed for OSHA,CE including ATEX, True ell and global Efficiency standards for motors. The Compact Series has a True Dry Well —that is to say a dry well that is cast integrally into the gearbox, and is not an optional component that has an o'ring rn bne with our poficy or continued product development unit seal at the base as is offered in some gearboxes. specffications are sulboct to change without notice peo 7 SPXFLOW Aightnim, 4. LIST OF INCLUSION & EXCLUSION ITEMS Inclusions 11 LIGHTNIN's mechanical and performance warranties(see below). Exclusions I Lubricants for installation and startup. Lubricant required for the ge�arbq'x js:, 15 too Quarts, 2 Mixing vessels,tanks,or compartments. 3 Mixer supports, anchor bolts, baffles, motor starters, electrical controls, VD's, electrical power, instrumentation controls,and wiring of any kind or any other auxiliary instruments. 4 Unloading and installation, 5_ are parts for the mixers are excluded unless specifically mentioned in the 6 Storage/Preservation of any kind. 7 Field-testing and services. 8 Controls 9 Start-up assistance is not included in the pricing; it is available from an authorized SPX FLOW Service Center. Page SPX.FLOW Alightnim, 5. COMMERICIAL OFFER AND TERMS Pricing Slumma!y SPXFLOW is pleased to offer, under the enclosed terms and conditions of sale,the following equipment. Our offer is based upon our interpretation of the specifications and inputs provided as part of this enquiry.SPX FLOW reserves the right to alter or adjust this quotation as necessary to meet the project requirements. tam Size/Description/Scope of Supply Price Eac o Lightnin Mixer Model CBQO,75:Flocculators Replacement $20,623.00 12 $247t,476.00 Total(USD) $247,476.00 ::A This quotation will be firm for order placement by March 27, 2022. If the proposal is accepted within this time period, and equipment shipped as indicated below,the contract price will not be subject to escalation charges for the duration of the contract. Any delay experienced in the return of approved drawings, or any change in scope of supply, may result in an extension of the requested ship date and adjustment of the contract price. If a change caused by the buyer causes an increase in the cost of or the time required for performance, Lightnin shall notify buyer in writing and an equitable adjustment to the contract price and ship date shall be made, and confirmed in a written purchase order change notice, Taxes SPX FLOW prices do not include any customs duties, sales, use, excise, retailer's occupation or other similar taxes payable by reason of this transaction. Buyer is responsible for the payment of any such applicable taxes,which shall be charged by Seller unless Buyer provides SPX FLOW with appropriate Tax Exemption Certificate. Tariffs The quoted price has been based on the cost of materials and components("Materials")at the date of this proposal. If, due to the imposition of any tariffs (regardless of the country imposing said tariffs), the cost to SPX FLOW of performing its obligations under any Order arising from this proposal increases between the date of this proposal and the date of Order,the quoted price shall be increased. Such increase shall be determined by SP LO taking into account of the applicable tariff imposed on material(s)as at the date of Order Commercial Terms Unless otherwise expressly agreed to in writing by SPX FLOW,this quote and any resulting order shall be governed solely and exclusively by the SPX FLOW Standard Terms and Conditions of Sale attached hereto(and also available at httpJ/www.spxfIow,com/terms-conditions.SPX FLOW hereby expressly rejects the applicability of any and all terms and conditions of Buyer, Quote Type FIRM balive ry Te r ms*: FCA,Free Carrier Seller's Facility Rochester,NY per Incotennis 2010 Freight Terms: Freight Allowed with freight cost included Quote Expiration Date: 0312712022 Lbs or an Bond: Not Applicable efivery Ilioad Irmes quinfied ai,e im:1101(Nrll Uffilent pr(Auctioni capacity,are subjed to stock rriaterials remaining unsold and will be caliculated Frorn rem4lt of chew and actionalbk1D order(approval timir--if any-is exciluded) *COVID-19 Notes The execution of an order arising from this quotation/proposal may be impacted by the developing coronavirus COVID,191SARS,CoV2 pandemic.However,all potential impacts oft a pandemic have not been considered m this Page 0 SIOXFLOW Aightnia, quotation/proposal.This quotation/proposal is therefore presented based on the assumption that normal conditions without any impact by the LVID-19/SARS- oV®2 pandemic prevail. SPX FLOW reserves the right to adjust the quotation/proposal or an order resulting from this quotation/proposal in all applicable aspects, including price and time schedule,if the order is impacted by the pandemic or its consequences This shall also include any reasonable action taken by SPX FLOW to reduce risks to the health and wellbeing of its personnel and others, even if such actions are not legally required. Deflvepf Schedule Submittals will be provided 6 weeks after receipt and acceptance of purchase order at Lightnin's main office Approval of the submittals by the Engineer or Owner shall constitute approval of Lightnin's design, provided that deviations from the specification,if any,are duly noted therein .... ............................................. ....... ........ Estimated Shipping time 30 weeks End of warranty 18 months from shipment,or 1112 mo the from,irrl$toillatiori, .................................................................................................................................................................................... M i,qh. ever is sooner.--,,,--...... The above schedule presumes order placement by above date and timely return of approved drawings within above schedule to meet the shipping requirements. Should more time be required by the Buyer or Owner to review drawings.this additional time shall be added to the above timeline and confirmed in a written purchase order change notice, Should equipment be complete and ready for shipment as planned, and should others delay shipment for any reason,then Seller shall be allowed to ship in place. In this case Buyer or Owner shall accept title to and Seller's invoice for completed equipment. Paym nt Terms Payment terms will be as follows'. ........................................................................................................ 201of the purchase price on approval of shop drawings, net 3Q purchase .............,.......... ................................................................... 40% of the purchase price at midpoint in manufacture,midway between release and firm ship date net 30 -40% of the purchase price on shipment,net 30 ................................................................................... ................................................................................. NO RETENTION IS ALLOWED. If others contemplate storage,reducers,drives, motors,shafts and impellers must be stored in a heated facility. Recommended storage procedures will be provided by LIGHTNIN, page 10 I SP,XFL0W S'rA ari IDA IRID'FIEll AND CONDIT11ONS OIF SALE 6. 'TERMS AND CONWTIONS OF SALE These forms and Conditions of.Sale I"I erms"p shall govern all quotations,orders and contracts for the sale of goods and services of SPX FLOW to Buyer.These Terms supersede and exclude any prior written or oral agreement,understancFng,ueprmseeaflaziaro or promise.,and any pre-priinged or steridavil terms and condWons confained in Buyer's request for quare,purchase order,invoice,order acimcmdedgement,contract or other similar document.These'Terms iinay not be amended,supplemented,changed or modified except by concurrent or subsequent w0liften agreement,signed by an authorized representative of SPX FLOW and Buyer.SPX FLOW's acknowledgement of Buyer's order shalt not constitute acceptance 0 any terms and conditions contained therein,regardless of how such terms and conditions may be prefaced or described. A. RgEroigmrnms: spx FLOW"means the SPX FLOW,Inc,entity named lin the order wh,ch is providing the goods and/Gr services."Buyer"mr-ans the companywho accepted SPX FLOWs offer or is named In the order, 2.PRICES:Unless otherwise mutually agreed to in writing,prices are net,Free Canier(ONCOVERMI 2010�SPX FLOW facility.Stenographic,clerical and mathematical errors are subject to oriffrection.Prices aye exclusive of expenses negated to special packaging or Fivoredures to cover unique circumstances of shipment or Storage uniessspedfically noted Until acceptance of order on these Teems,quoted prices are sublect to change. R. DELIVERY AND PERFORMANCE Unless otherwise specifically agreed in writing by tire parties,all goods shall be delivered Free Carrier(ONCOTERM 2010)SPX FLOW facility, Title shalt pass to the Buyer upon delivery,or upon payment in full,whatever is Mader,provided that the only rights that SPX FLOW retains in relation to title are those enabling recovery of the goods in the resent of Buyer's default on payment.Dates for the furnishing of servkes and/or delivery or shigattemi of goods are approximate only and are sublert to change,and SPX FLOW rivill use corruneucially re munable efforts to meet such dates;provided,however,that SPX FLOW shall not be liable in damages or otherwise,nor shall Buyer be relieved of its performance hereunder,because of SPX FLOW's failure no meet them,Ilf liquidated damages or a penalty have been agreed for delay,such liquidated damages or penafty shall only become due d the delay is solely due to the fault of SPX FLOW,the Buyer suffers damage due to this delay,and the Buyer has notified SPX FIL OW in writing after the expury of die time during which ds livery could have been reasonably expected,Unless specifically agreed otherwise.,it shalt be calculated based on the value of the delayed part of the delivery,and the aggregate liability of SPX FLOW for all liquidated damages/penalties shalt be limited to,S%of the total order value.Such liquidated damages/penalty shall be the Buyer's sole remedy and SPX FLOW's sole liability in case of delay.For the avoidance of douggil,if the order IT,subject to the laws of the Netherlands, 'liquidated damages'or"penally"shall unean a contractual penalty which is meant to be a compensation for darnages.Adirfillona0ly,SPX FLOW shall not,be liable,clinecilly,or indireaky,for any delay in or failure go perform caused by carriers or suppliers;labor difficulties,shortages,strikes or stoppages of any son;difficulty In obtaining materials;Buyer requested order changes;fires,floods,storms,aciodents,or acts of 15od,any Statute,Sanction,injunction or other governmental restraint or prohibition or poll unrest;W other causes beyond SPX FLOW's reasonable control.In the event of any such delay,the date of delivery shall be extended for a length of time at least equal to the period of the delay..Alli goods for mphich SPX FLOW does not,receive notice of rejection for within seven l'n days after receipt,will be deemed accepted. 4. RIORFAGE,DAMAGE,ERRORS IN SHIPMENT:SPX FLOW's responsibility ceases upon making the goods available for pickup at SPX FLOW's Facility.Buyer shall note receipt for goods that aye not in accordance with Al of lading or express receipt and Buyer shalll make cWm against such carrier for any shortage,damage or discrepancy in the shipment promptly partial and transshipments are allowed. 5. TAKES:Me quotation and order price excludes all assessirnents,taxes,levies and charges of whatsoever nature present or fuluTe,due or grecomung due.This exemption shall include but nog:be limited to value added tax,Income tax,withholding lax,profits tax,turnover tax,goods and services tax and any other consumption or environmental taxes applicable,tax payable on the interne Of expatriate employees,part dues,import and custom duties on the components and services and all export duties payalige an the repatriation of any SPX FLOW components at the end of an order,where applicable,On the basis that an order is tax exclusive SPX FLOW veserwe the right,to invoice byway of an adclklion to such order price,such taxes as may be applicable under the relevantjurisdiction's tax regulabons,together with SPX FLOW's external costs ofdeafing with these taxes. 6.CREDIT AND PAYMENT::Unless otherwise agreed iin writing by SPX FLOW,payment of goods shalt be net thirty(30p days,In the curp ency of the country of SPX FLOW.For orders in excess of two hundred and fifty thousand dollars(5250,000 U50)or the local equixiJent payment terms shall be as follows:4)twenty percent Qq%j down payment,(Ibp forty percent t4 upon SPX FLOW's purchase of raw matefials/components,and lc)i forty percent(499)at the time of delivery.Down payment shall be due within five.(5)of SPX FLOW's acceptance of the order,with the remaining two payments being net thorty(.tO)i days,Prorated payments shalt become due with partial shipments,and Buyer shall not be entitled to any retention or holdbridgk;provided,however,if SPX FLOW agrees in vaitingto a retention or holdback,SPX FLOW may provide such retenfiorh or holdback in the for"r of a bond,letter of credit or bank,guarantee in no event to extend more than thirty(30)days beyond expiry of the warranty period.SPX FLOW retains all remedies for Buyer's insolvency including,but not limited to,the light to stop delivery,reclaim any goods delivered,ot withhold delivery except for caslv.Failure to pay invoices at maturity date,at SPX FLOW's election,makes all subsequent invoices lrnme&ate1V due and payable and SEX FLOW may withhold auk subsequent dervefies until the full account is settled and SPX FLOW shalt not,in such event,be table for non•Ipedcwrnance of contract in whole or in part,Buyer agrees%a pay,without formal notice,one and one-half percent g1.5%)per month of the amount not paid when due,or,if such rate is in excess of applicable goveywne law,Buyer agrees to pay the onaximum guenitilited rate.No deduction,whether by way of set-off,counteucitaim or otherwise,shall be made by Buyer,lif prerequisites for any payment(such as delimevy,completowto or formal acceptancep cannot be satisfied dueto Boyees breach"such payment shall neverthelless becoune due and payable at the time agreed to and SPX FILOW's further right to seek damages shall remain unaffected. 7. CANCELLATIONS AND CHANGES.Alli orders are binding upon acceptance In Che event that SPX FLOW,in its sage discretion,agrees to cancellation of an order by Buyer,Buyer shall be Liable for a cancellation charge equa0to the greater of gQ twenty-five percent l25%)of the purchase price and gilif any loss or cost incurred by SPX FLOW,including,but not limited to,cost of materials,labor,engineering,reconditioning and a reasonable pro(A margin,Buyer S responsible for ail reasonable storage,insurance,and all other expenses Incurred by SPX FLOW as a result of Buyer's cancellations and/or changes.No changes to the specification or the order are accepted without:the prior written consent of both parties.Onthe event Buyer requests a change,SPX FLOW will provide a quotation to Buyerwithm a veasonabletureof no lessthanten gl()y woukingdays detailing the corresponding change in delivery,price,materials,and similar.SPX FLOW shall not be obligated to implement the vequesled change until the quotation is agreed by title parties. B. Ugall rED WARRANTY%Unless caliervAse mutually agreed to in writing,(a)SIM FLOW goods,auxiliaries and pans thereof are warranted to the Buyer against defective workmanship and material for a period of twelve(12)months From date of installation or eighteen(18p months from date of delivezy,whichever expires first,and(bp SPX FIL OW services we warranted to Buyer to have been,performed in a workmanlike manner for a peried of ninety(9l)h days from the date of performance.if the goods or services do not conform to the warranty stated above,then as Buyer's sole remedy,SPX FLOW shalt at SPX FII option,either repair oe replace the defective goods or re-perform defective services.If Buyer makes a warramy chino to SPX FLOW and no actual defect is subsequently found,Buyer shall'reimburse SPX FLOW for all reasonable costs which SPX FLOW incurs in connection with the alleged defect Third graidygmJs gunniowd by SPX FLOW wilill be repaired or replaced as Bulrer'ssole oemedy,but only to,the extent provided in and honored by the original manufacturers warranty.Unless otherwise agreedlis in wrifing,SPX FLOW shalt not be lablefor breach of warranty or otherwise in any manner whatsoever fora J0 normal wear and tear;(11)corrosion,abrasion or erosion;(illi any good or serVlites which,following delivery or performance by SPX FLOW,has beer%subjected to accident, abuse,misapplication,improper repair,alteration Jinduding modifications or repairs by Buyer,The end customer or third parties other than SPX FLOW),Improper installation or maintenance,oegleCt,or excessive operating conditions;ho defpcas resulting from Buyer's specificatains or designs or those of Buyer's contractors or subcontractors other than SPX FLOW;or(vy defects rPsulting gram the manufacture,distribution,promotion or sane of Buyer's prieduus,:jvQ damage resulting From the combination,operation or use with equipment,products,hardware,software,firmware,systems or data not provided by SPX rg OK If such damage or harm would have been avoided in the absence of such combination,operation or use;of lviip Buyer's use of the goods in any manner inconsistent with SPA FLOW's written materials regarding the use or surfs Product.In addition,the foregoing warranty shalt not include any labor,dismantling"YeAnstallailion,tiransponation or accesamts,or other expense associated with the repair or replacement of SPX FLOW goods.THE WARRANTIES COW TAINED HEREIN ARE TIRE SOLE AND EXCLUSIVE WARRAN I RES AVAILABLE FG,BUYER ANO SPX FLOW HEREBY DISCLAIMS ANY 0 FHER WARRAN TOES, EXPRESS OR IMPLIED,INCLUDING WITHOUT UVAITATFON THE IMPLIED WARRAN rIES OF MERCHAN I'ABOUTY AND FITNESS FOR A PAR rgcL FAR PLRPOSE,ANY PERFORMANCE()k PROCESS OUTCOME DESIRED By FIRE BUYER A610 NOT SPECIFICALLY AGREED TO BY SPX FILUW.FIRE FOREGOINi.3 REPAIR,REPIACEMENT AND REPERFORIMANCE OBUGATFONS II SPXFLOW >Lilghtninmin ,STATE SPX FILOWS ENTIRC AND EXCTUSTVE LIABOLITY AND BUYER'S EXCLUSIVE REMEDY FOR ANY CLMM IN CONN EltrION WffH THE SALE AND FURNISHING OF SERVICES,GOODS OR PARTS,THEIR DESIGN,SUITABILITY FOR USE,INSTALLATION OR OPERATIONS. B. INTELLELTUAL PRCIPERTYIn one event of a successful infringement claim by a dourd party,at SPX FLOW's option,SPX FLOW shall either lid morliFfilhe goods sold heneunder so that they perform comparable functions without infringement,(oo obtain a naVality free license for Buyer to continue using the Infringing goods or hol)refund to Buyer obe then- depreciated fair rinarket value of the infringing component.SPX FLOW shall have no obligation under Ws Article to the extent a c4airn is basetl upon(a)she combination,operation or use of the goods with equipment,products,hardware,software,systems or data that was not provided by SPX FLOW,If such infringement would ho we been avoided in th,e absence of such combination,opo nation or use,of(b)Buyer's use of the product on any manner inconsistent with SPX FLOW's wilitten nriaLeArils Yegarding the use ofsuch product or(cp infringernent resulting from Buyer's specifications or designs or those of Buyer's contractors or subcontractors other than SPX FLOW.This Section states SPX FLOWS entire lialindity and Buyer's exclusive remedy with respect to any actual or alleged infringement arising from the use of The goods or services sold hereunder or any part thereof and its subject.tar the other firrutations contained in these Terms. to. jovirrATTON OF]JABILITY:NOTWITHSTANDING AN TO THE CONTRARY SET FORTH HEREIN:)Ap IN NO EVENT SHALL SPX FLOW BE LIABLE FOR ANY EXEMPLARY, PUNITIVE,INCIDE NTAIL,INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER iCOLQ.ECT-VFLV 09INED AS,"CONSEQUENTIAL DAMAGES"),WHE ITHER FORESEEABLE OR NUT,INCLUDING WFFHOUT LIM FAUON,THIRD PARTY CHARGES AND COSTS,LOST PROFITS(Wo4ETHER DIRECT 09 INDRECT),PRODUCT,PRODUCTION,BUSINESS OR BUSIN ESS OPPOR I'LINITY,REGARDLESS OF'I HE CAUSE,IfICLUDiNG WI T ROUT LIMITATION,THE NEGLIGENT ACTS OR OMOSSOONS,BREACH OF CON TRACT,WARRANTY JEXPRESS OR IMPLIED) OR DUTY(STATUTORY OR OTHERWISE)OR STRICT LIABlUTY OF SPX FLOW GROUP OR ANY OTHER THEORY Or LEGAL UABILITY;AND(B)SPX FLOWS AGGREGATE LIABILITY ARISING FROM OR IN CONNECT ION WIT H ALL ORDERS AND CONTRACTS FOR GOODS AND SERVICES UNDER THESE TERMS SHALL ISAVE FOR HABILI TIES WHOCH CANNOT BE LIMITED By APPLICATION OF LAwp Nor EXCEED THE CONTRACT PRICE FOR THE GOODS AND/OR SERVICES FOR WHICH LIADoloTy 15 C11ARMED.ANY ACTOON FOR BREACH OF CONTRAC7 BY (BUYER MUST BE COMMENCED WI THIN 30 DAYS OF T HE EXPMY OF THE WARRANTY PERIOD BUYER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL AGREEMENTS MADE WI FH THIRD PARTIES THAT ARE OUTSUDE THE SCOPE OF THESE TERMS AND WHICH ARE CONTRARY TO THE LI MI I`ATONS OF I-TAINUTY AND/OR WARRANTY INCLUDED HEREIN. 11,GOODS FOR EXPORT:Buyer acknowledges that the goods or nay be subject to export restnictions,and that Buyer will comply with all such applicable laws and regulations,If the goods are intended for export,Buyer shall designate country of destination on its ordev,In the event that Buyer purchases goods for export without so notifying SPX FLOW, SPX FEOW reserves the right to cancel the order at no penalty or liability for breach in the event that SPX FLOW objects to the ulloomate destcnation of the goods.Buyer will have solle liability and shall defend,Indemnify and release SPX FLOW for any loss or darrialls,(including without imitation,Claims of governmental authorities)arising from the export or import of such goods,including,without limitation,those related to packaging,labeling,markinp,warranty,contents,use,or documentation of Use goods.Buyer has sale responsibility for obtaining any required emport iirerseli.Buyer will not take,and will not solicit SPX FLOW to take,any action which would violate any anti-boycott or any export. of Import statutes or regulations applicable to the order,of any governmental authorities,and shaFl defend,indemn4yand reimburse SPX FLOW for any loss w damage arising out of or rellated to such a0ioru,To the extent SPX FLOW is required to obtain an export license for any goods (II,SPX FLOW obligation to fulfil an order with goods requiring such a license will be directly subject we the grantinflof the license,(2)SPX FLOW will use commercially reasonable effort to obtain such license;(3)Buyer shall make available all necessary Information and documentation,required for SPX FLOW to obtain such license,and(4)Buyer shall reimburse SPX FLOW for its reasonable expenses Incurred in connection with obtaining such license. 12.PROPMETARY INFORkaxroom.spx FLOW shall retain title to all engineering opid production prongs,drawing,,,technical data,and other Intellectual property,Information and docurnents dial relate#.a the goods of services sold to Buyer.All such inforrnmoon and documents disclosed or delivered by SPX FLOW to Buyer:JO,are to he decreed propfletaoy to SPX FLOW;h4 shall not Ise disclosed to aro)third pony for any reason without the express prior written consent of SPX FLOW;and(III)shall be used by Buyer solely for the purpose of inspection,installation,use and maintenance of the goods and services sold to Buyer under these Terms. 13,APPLICABLE LAW;VENUE;DISPUTE RESOLUTION,.E4;L espfAq s%girl ,Lbt�4 s;The rights and duties of the UIL_ _ _qg _pqj Lq_ rsaeiips hereunder shall be governed by the laws of the Skate of North Carolina,United States of Armenia,exoJuding Its conflocts law and choice oflaws principles.Any action or proceedingwrilt respect toany dispute or controversy involving or arisingout of thus order,at SPX ROW%sole discretion,ji)o shall be brought in any Slate court in Mecklenburg County,North Carolina or the Federal courts of the Western District ol'North Carolina,United States ofAmerica,and Buyer and SPX FLOW submit to and accept generally and unconditionally the jurisdiction of those courts with respect to such party's person and property,or olip shall be settled by arbitration administered by the American Arbitration Association on,accordance with its Commercial!Rules,which award shall be final and binding an the parties and may The entered and enforced in any court having jurisdiction.Buyer and SPX FLOW hereby irrevocably warve any obliection no the laying ofveroiNii,of any action or proceeding in the above-described courts.F4L%ajgs off A2WL1R1qjL1r LQ or services to be Iberformed outside off The rights and duties of the parties hereunder shall be governed by and construed in accordance wildin the law of the luirisdicVogi of the SPX FLOW entity pvc,vidiriL the goods or seuvices for this order.Tire United Nations Convention on Contracts for the International Sale of Goods and the conflict rules of international private Now shall not apply.Any action or proceeding with respect to any dispute or controversy involving or arising out of this order,at SPX FLOW's sale discurtkiri,(i))shall be brought,in any competent count.of the juvad,,cifion In which 4heSPX FLOW enlifty providingthe goods or services is located,or(0)shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators apponoed in act oydanice with said Rules,wroth English serving as the Ninguage of the arbitration proceeding and award.Nolivothstanding any other limitations contained on these Terms,SPX FLOW reserves the right to initiate proceedings in any court of corripellent jurisdiction,and Buyer shall indernnify SPX FLOW fog all costs,fees and expenses(induding reasonable attorneys'fees)SRX rtOW incurs in connection with enforcing out rights pursuant to this order. 14. RESALE;Buyer further agrees that upon resale of the goods,it will include in ollie contract for resale provisions which brinit recoveries against SPX FLOW in accordance with these Terms,If Buyer fails to include such provisions in any such contract for res&,e,(ap SPX IFLOW may refect Buyer's order related to such contract for resale,and(bp Buyer shall indemnify,defend and Wit harmless SPX FLOW agarn"any 4,,4hryi,Rabflfty,loss,cost,darmille,or expense Jincluding reasonable attorneys'fees)arising out of or resulting from such failure. AS. BUYER CAUSED DELAYS;WAIVER OF ROGHW If Buyer falls to perform any of its oblLgations under an order..SPX FLOW shall be entitled to suspend its performance under the Order UPW suCh time aS Buyer performs such obligations,and any dates for the de4very of goods or performance of services giall be extended for an amount of time determined in SPX FLOW's discretion. Delays caused by Buyer which prevent SPX FLOW from achieving the original otcer performance requirements includes but is not limited to:i the construction of buildongs, structures or other parts of the site within which SPX FLOW 's goods are to be located;JbP changes in scope of an order introduced by Buyer;(cp completion of approvals,consents or delivery of crovical information by Buyer beyond the peonods,provided in an order;id)any specified mie fadlifi,es and working conditions not being maintained by Buyer;(e) failure of Buyer to arrange carriage of the goods under an order,where Buyer h"such obligation,Or any other inabibry or refusal of Buyer to accept delivery in accordance with order delivery dates;(fp delays in obtaining customs clearance(where applicable)of the order dd,veriIes,and)gli delay by Buyer in providing any required security to SPX FLOW on the forret of a Wier of credit,barrit"i avarruse gar otherwose,in the:event of such Buyer delays,SPX FLOW slraOli in addr4con to an extension of o emalrong milestones,be Lgifided to an increase in the total order price to reflect the increase In cost to SPX FLOW directly caused by Buyer delays AddillonallIV,SPX FLOW shall be entitled go subaoit invaires for any order milestone for which completion has been frustrated due to Buyer delays.Such invOces shall be paid within 30 days of the date of Spit FLOW s invoice. Any engineering,Technical or other submittal drawings submitted by SPX FLOW to Buyer which are not expressly rejected in writing withigo ten(10)business days of Buyer's iniciliost, will be deemed accepted by BuyerBroyeff'S right to Conduct any agreed upon pre,shopurerd inspections Oil which Buyer does not schedulle within tens(10)business days of receipt of notice of readiness to inspect frooth SPX FLOW or R,)which,Buyer delays for orroore than ten G 10)business days from the date originally scheduled,will be waived,so long as SPX FLOW cerrilles on wrWng that the goods successfully passed SPX FLOW's standard pre-shipment inspection Where Buyer delays taking shipment of any goods or otherwise fails to engage or otherwise dispatch a freight forwarder or transit company within ten�10)business days of notification that the goods are ready ta ship,SPX FLOW shall be entitled to charge Ore delivery tourn to Ex throrkS J(NCOTERM 20109 SPX FLOW facility. t 2' SPXFLOW STANDARD il-EIRMS ANID CONIDYTIRONS OF SA ILE 16. NO OTHIER CONMACT PROMIONS;07HER:No dealey,levoker,branch manager,agent,employee or representative of SPK FLOW has any power or authority except to talke orders for SPX FLOW goods or services and to submit the same to SPX FLOW for SPX FLOWs approval and acceptance on the terms herein or rejectoon. There are rw welDoesentatcons,agreements,obigations,or conditions,expressed or implied,statutory or otherwise,relating to the subject matter hereof,other than contained herein.For the ava,idance of doubt and ricir,un Limitation Of the foregoing,SPX FLOW%hall not be bound by the terms Of any contract between Buyer and any third party or other flow down provisrons,regardless of whether Buyer notifies SPX FLOW of such terms unless SPX FLOW expressly agrees to he bound by such terms in writing by an authorized representative of SPX FLOW If array provision hereof is invalid or not enforceable under applicable law,die remaining provrMons shall remain in fuli force and effect. SPX FLOW reserves the v*ht to transfer or assrgn its obAgaRions,rights and responsibilities hereunder,so hong as such successor or assign agrees to these Terms,Any assignment of JuAyeffs rights Ihwreumder without SPX FLOW consent gwhxh shah)not be unreasonably withheld)shall be void.SPX FLOW's failure to require Buyer's performance of any of these Terms shall not serve as a waiver off or chaurfish SPX FLOW's rights to require strict performance off these Ferms.