DS9 Document EFTA01115525

TS G Making Every Drop Count Customer Information Name:IL-Si LLC Attn: Daphne Wallace / Anna Rodriquez Address: 6100 Red Hook Quarters 83 St. Thomas Phone TSG Water Resources (MI), Inc. St. QUOTE ONLY-DO NOT PAY ** Quote N: 50.2015.005 Date: 4/14/2015 Customer Code: 5020499 USVI 00802 RFQ: 50.2015.0410.01 TSG Contact: Bob Petersen Fax: Terms: AN Amounts Are in US$, Payment Due Prior to Commencing Work or Ordering Ports. Pricing is Valid for 30 Days. See Detailed Terms and Conditions Attached with this Quote. Quantity Description Unit Cost Extended Cost 1 High Pressure Pump -Complete stainless steel fluid end $58,500.00 $58,500.00 with all valves, plungers, packing glands, seals, etc FLUID END ONLY - Labor to install NOT included LEAD TIME: 18 WEEKS ARO SHIPPING TERMS: Customers Shipper - Miami, Florida Subtotal $58,500.00 Shipping & Handling $850.00 Taxes QUOTE Total $59,350.00 12 Insert item Florida - US Virgin Islands - British Virgin Islands - Anguilla - Turks & Caicos - Bahamas - Mexico Making Every Drop Count! Main Invoice Blank Quote EFTA01115525 Amide°,lity. Thee tams and con/tons cr sale (these 'Terms') are the only terms which govern the safe of the goods Needs') by TSG Water Resources. Inc. a Georgia evertor. a any of its subsea/es a afdrated companies (each may be referee to as 'Sakti lo the buyer indcaled on the invoice tried hereto ('Boyer') The wcorrpasng invoce (te 'Invoke, and these Tarns (caeckvely, thy 'Agreement* ccresse the acre agreement between the pales. and supersede all pre a Catemeaanoovs vidersiardrgs. agreements negotiations. reoremilathrs ad warrwhes. ad aranuncalans tom ween ad as These "ens Demi rarer ay of Buyer's general terms and candlions of purchase rega:less vitiator a wirer Buyer has submitted its Purchase order a such re ms Fulfilment el Buyers cider does col cons: tole acceptance of any a Buyer's terns and conditions and does rot serve to modify or trend these Terms Delivery (a) The goods wl be delivered wilts a reasoned& lie stir the receipt a Buyer's purchase order, skeet lo avadbrity of Goods Setter shall te bade la any cidays. toss a damage in Vend (b) II Soler is responsible for stream the Goods. Sole Wall delver the goods tone law el provded the Invoice. provided that if no realer S smoded or te broke. Seiler shall delver the Goods to Burrs last known address (scch Ixabor the 'Delivery Point) using Sews standard methods la enraging and shippng Lan Goods I Buyer is respwsde Ili 'hoping the Goods the Descry Pont shall to Sakes lacility heated al 2401 NE tat Terrace. Sure B, Ganesnle. SI 32509 Buyer than take delve, d the Coeds at the Delivery Pont Buyer shad to responsible Icr a: baling costs and pronde %Amen' and labor reasonably sated for reCeP Of the Goods al the Dewey Porn( (c) Settat may, ri es sae decree:in. without Moldy cc Denary. mate pelt shrews of Goods to Bum Ea:h shipment ter constitute a saints sae, and Buyer shalt pay lot the unds shipped wnedrer sbtt Ripened s m whole a radial fulfilment of Burets ourchaSe acs. (d) If for any term Buyer fat to accept delivery el any cf the Goods on the date fool pursuant to the knot° a Set efts rote that the Goods have been deleted at the Delray Pont, or it Sere is oracle to delve the Goods at to Delivery Point on such dale because (Mt has not provided eel/treadle instructions. dectiments. licenses ct ailhonzahas (i)nsh a loss to the Goods shall pass to Buyer pit the Goods dial be deemed to have men delivered; and (ii) Seller, at its colon. may sore the Goods deli be fate 'or all related coats and elienses Beyer picas them nap. whereupon Buyer shal (including w act! Irritation. storage and insurance)) 3 Shearer 'erns. The Goods snail te shopped n accacance wb the Inverts; provided. however. ma all shipments, unless otherwise noted on &Iles invoke. we FC6 Sellers Maity located al 2401 NE 180 terrace. Sure B. Ganes tIe Ft 32609 4 Title and Resales Tire and risk of loss pesesb Buyer upon dehvery elthe G000547* Delnery Pont. As co/larval scanty la the payroll of the purchase pace o' the Goods. Buyer heresy grails le Soler a ben on and sec 1th interest n and lo al of the nght title aid interest of Buyer in, to and under the Goads. Merest boated aid *bather now eosbng or !stetter word or welted Ism lime to time and in all accession hereto and replacements or moddreabors ex/ea. well as 41 premeds (rockiing insuearee proceeds) of the bregcmg The security merest granted under this pomace constitutes a purchase money secuity interest Adel the Reda Urdorm Commercor Code S. Amendment am Ileidcalon Thee Terms may only te altered or moiled in a wrong which speo6caliy stales that n amends these Teens and is signed by an aurtionzed reetesedalive of each party. 6. Inspection and Proven 01 Norcoalconie Goods (a) Buyer Vol inspect the Goods upon receipt Buys' val be deemed to have accepted the Goods unless it nettles Seta in wrong of any Noncortemrg Goods within Inc (5) dais el maps ad tonshes such wroen evidence o' arra documental°, as required by Sala •Nonconformkig Goode' mews °IV tie fellow.% (I) ardent shipped s (lineal than deMeed n Burr* antes° ade. a (e) products label a packaging incorrect/ ideates its tonsils. (b) 11 Buyer artery rolif es Seler of any Norcolfartrg Goods. Seller shy, in es sole Omelet (I) replace such tenccelorrim Goods with conlorming Goods, or (t) cede a refund the Price for such honCOnlorming Goods. legate with any reasorable sheen; and handling expenses incurred by alter 11 connection therew th. AI Seles expense. Buyer shall ship, at es risk of toss, the ticothrearring Goods to Sellers latobk boated at 2401 NE !er• Terrace Suiten. Garesete, ft 32601 II Sala exercises its open to replete ficrconrcinang Goods Seta shal alter recemng Buyer's shipment of Nototheferrg Goods. ship to Buyer, at Buyers expense and risk of loss, the replaced Goods to the Delmer, Pon! (c) Buyer ?<knew/edge and agrees that the recedes set font in Section 6(b) are 8°Tets suborn remedies fir the delivery of horconlarring Goads Except as prodded under Section 6(b) an sales ed Goods 10 Buys are made on a cee.way bass and Buyer he no right to return Goods purchased under the Agree:rem to Saer. 7. Pen (a) Buyer shat purchase the Goods hum Ter at the perces (the !Pekes') set torn on Seders !mace (b) Al throes are et ism of al saes. use and ease tam and customs dikes. and arty other smear Idtb, alts and chars a trytoad imposed by any Gorernmenki Authority on any amounts payable by Buyer Unless otherwise specifically reed to the contrary on Steeds Invoice, Buyer she be responsoe for all such charges, cos* all taxes, vended. :hal Buyer shat not be responsible for any taxes imposed on. or w th respect to. Se Ws income revenues. gross receipts, personnel a real cc personal properly or other asses of Seher. 8 Patient Terre. (a) Buyer normally requires payment si advance. Shoed Seale extend errs to &her. Buyer shot pay all unvoiced Weir* due to Seiler w thin the brre provded on the Invoice, provided than the event no time is set lath. Buyer shall pay 41 such There& arrhounIS up' receipt of Sellers invent Unless ornenwse specifically stale, to the contrary on Sellers Invors. Buyer shall make all payments hereunder by wt kunst.' in US dollars Should Buyer bear terms with Seta. Buyer shall pay Merest on al late payments al the lesser of the rate a 1.5% per month a to Maher rate anmssible use applcatre law calculated daly and compounded monthly Bute shad also tomblike Seta le all coats (Cuffed n colecting any late parmen%. notideo. without salmon. aterrest fees In andithn to al other remedies arable under these Term; a raw (wrath Sider does rot wane by the exercise of any rights hereunder). Seer shad De en toed to suspero the dowry of any Words if Buyer labs 10 pay ay amount; when due hereunde and such Labe ccronues le ten (10) days Mowing vomen notice divert (c) Beer tat not withhold payment d any amount due and payabe by mew of any wolf a any dorm Or *sputa with Sale 9 L nee] Waal. (a) Seter waren* that al °stems and equemenl furnished ever Ihrs Agree-rut welt be new, unless otherwise scoured. and in conformance with Buyers purchase order. WO reset* to any conecnents a otter dens a mutnent provided by Seller as to wech the mamba prordes a antler warranty. Buyer shall rely sowy ups: sad warranty provided. Mmes. that Sale set east Beet with respect to any clam ol Buyer upon art such vagary Seler shah and doss hereby assign lo Buyer at wwrailies ol all manufactures and suppler: Seller further warrants that lie Goods will ceders to the Purchase Ott and.' no warranty is provded by a manutiamet wit te free tom defects n materials and workmanshe la a mood of one yea born the dale of shipment Ths warranty excludes any damaged' defect carted by abuse. modifications not executed a approved in wiling by Sow, roamer or risultheel mantenarce, and framer earaten a newt wet and lex. Buyer's sole and exclusve remedy ler a breach of this warranty shall be the repar or replacement of the Goods in Sellers sole discretion. Buyer shall be respaside la al costs a snipes and la SI dam. taxes and cat assoc aced with the impararion and molten of Goods in connection with ns warranty. In order for an item to be consented Under :'us warranty, Buyer shit return to Seller the item as to Oral a warranty clean is term mate at Buyer's sole expense H Sae determines !nal the stern 6 (Owed by Inn warranty. Seiler shall reetace a repair the dem in Mlles sot discretion and promptly pronde Re tem to Buyer Any on site late rowed Sur the ronstalaren or repar a any rem covered by this warranty shall be provided by Bays OTHER THAN AS SPECFICALLY SET FORTH HEREIN, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED. WITH RESPECT TO THE GOODS; SELLER DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE; AND SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN CONNECTION THEREOF. 10 mgdlnndl ratio), (a) IN NO EVENT SHALL SELLER BE LIABLE FOR MY CONSEQUENTIAL. INDIRECT, INCIDENTAL, SPECIAL. EXEMPLARY. OR PUNITIVE DAMAGES. LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS. WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT. TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (0) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER 11 fuer:el:dons anti Returns. Crux a Purchase Order has teen acceded try Serer and Seller's entice has been issued. canoe labon of tie sac by Buyer * not permuted and templed careelalon wit be void Furter vie tarn of Goods by Buyer b Seller me not be permitted *rhea SolerS One *neat wthonman 12 Comarance Mr Law Buyer shall carat with all amikatle Sows, regulless arid ordnances. Buyer rrantan in effect at license tarrissrons. authorizations. consents aid permits that it needs to carry at its otlearens under rm. Agreement Buyer shay comely w m al mixt and sport laws d al courses revolted in ate sae of the Goods under Wu Agreement a any resat d the Greats try ayes Buyer assures SI respordthey kr shemenk of Goods requital any gmernment sport cearance Seller may termnee this Agreement if any got mmeari aulhonty imposes anteroom cr ccuntervaiirg dotes or any eche, penabes on Goods 13 Ternrolor n Moiler to NI Fr...taco to may be aoudad under these Terms, Sale may laminae this Agreement with immeciate effect upon written nape to Pura, it Hoyt (0 fat b pay any amount when due under this Agreement a any other agreement between Buyer and Seta or any other agreement between Buyer etc Sao. PI has rot otherwise perfected a complied wth any of these Icons, in white en part or (m) becomes insettedt files a °Mon la bankruptcy a commences o' has commenced agansl it proceedings rating to bankruptcy, recevership, reorganzalcn a assignment for the tenets of erabrs 14 Water ho wee' by Sale ot any of the provisoes otitis Agreement is Skase unless expedy set forth n writing and signed by Sale Ito Were to exercise, a delay in exerosng, any rob* Seedy, power a envier arising 'tom this Ag'eement operates or may be construed as a ware !hereof. No sings 0' par. al exercise d any regd.. remedy'. power a pr.dege hereunder aerates any otter a naller coat se tiered Or tne engem of any other eghl, remedy, pow a Meetly 15 Face Mateure Seller shall rot be lobe or cussesde to Boyer, nor be deemed to nave defaulted or breached Ids Agreement tv any lave cr delay in luditng or performing any ern of Agreement whet and lo Ile extent such fait° a delay is Caused by a results trot acts a c rcuenslake beyond tic reasoned° control of Seta incuding, wrihoul imitabon. acts of God, food bre truncate. eanhquaee. °meson gtherrmental wren twat, invasion a he:Miles (when& wan is declared cr not), terra's( treats o' acts. rot. o' other owl unrest Menai emergency. remluton. reerrecen. epideenc. lockouts, strums a 01, 01 kaba disputes anent a not Mash? lo dyer party s welfece). or restarts a de its :fleeting camas a rabilty ot May n odaning supplies of adequate or suitable rralerias, marinas a letecommuiration breakdown or pester adage (worded that it the event n queston oontroes 'or a co-dnuous peed in excess of bitty (30) Cays. Buyer shad be elided to give nobainwreng b Sober to terminate ties Agreement. '6 Asmenent Buret shad ma assign ay of its rights or delegate any o' rs othgalonS under lns Agreement etajltine rot wake consent of Seller Any purported assignment or delegation in waren of this Section is nut and void No asagnrrenl delegation relieves Buyer a any of its oblgalons under this Aden* 17 Reabonsher of the Pales The relaxant/to between tie pales is that o' ndependenl contrasts Nothing mewed in this Agreement shall be construed as creating any agency ownership pit velure a other lam °lost enbrosse, employment Or fiduciary re.ationshp bedew old parses. and note' pad/ shall nary auttonty to contrail' or Ord theatre patty in any manner wNtilsoever. 13 No 'hind Party Berefeares This &yeomen! s for the the teed of the pales hereto and Weir resp.ecoue orrsesors and perm hoed assigns aid ether) nee 1. crests a Medial. s nterded to or sna' eerier upon any aver person or entity any toga o' equilthe right, benefit a remedy of any nature whalsocror under a ty reasoner these Term 19 Gtherwo Law Al mates ansrg out of or relating to mrs Agreement are goterred by and construed in accede-a with the retina laws of the State of Florida. the pal es agreang that the sale of Goods occurs in the Sage of Florida, wdriout gang elect ler any chaos or matelot law egoism a me (whetter or the Stale of F aide or any other un Slab that would cause Ire appeatho 0' the laws of any lunsdelen otter than those of the 0' F aide 20 Sulamissen to Janette, My legal suit anon o' proceeding arising out a or Wang to rtus Agreement shah be instituted n the leased 03.11$ of tie Unted Stales a Amerce or the cuss of the Slate of Florida in each case Inegle0 el the City of Ganesrl it. and Canty of Menus and each party nenicably subm s to Ine exclusive:anthem of such parts in any such suit, mion or proceeding 21 Natoes AI notices, request. tense% [Lams. demands. wavers and other orrmuncatons hem Mer (each, a 'Notice') stud ben venting and addressed to the pates at the Menses set lath on the lace oltheInvoce a to such other address eat may be degnted oy the repaving party in mem AL leaces shat be delivered by personal dOlereg, nationally recognized oternigth Were( Call al fees pre. pad), facsrrnle a eras Nutt con'rrrsOn eansmissonj a certified or rogsxred mat On each case fawn receipt requested, postage prepad) except as otherwise Prodded in this AI:teemed a Nate 6 effective only (a) upon recata ol the receiving party and (b) it the party g rug We Nome Ms complied with the equirementsolthis Secton 22 Sewaoey a any tee a prows= of this Agreement is tivald ilega a urenlormade m e l funsulicion. such Ifia4Ity. illegally a unenlorceetilry steal not area any cite' term a Demon of this Agreement oft invalidate cr render uneekseable such lerm a provisen r any other thnsachon 23 arievel Prattler* of these Terms when by thee nature Should apply beyond Iles terms wilt reman in lace alter any termnamn or expiration o' this Order including, WI not Wed to, the blowng provisions Compliance with Laws. Confidentiality. Governing Law. Submsson to dandelion and Survival. EFTA01115526