4,2k TSG

4,2k TSG Making Every Drop Count www tsgwater COm Customer Information Name: LSJ LLC Attn: Daphne or Anna Address: 6100 Red Hook Quarters B3 St. Thomas USVI 00802 50-2014-12-18-1 Phone: TSG Contact: Mr. Bob Petersen Fax: TSG Water Resources (USVI), Inc. 6501 Red Hook Plaza Suite 201 St. Thomas, VI 00805-1306 Phone: Invoice Information Invoice #: 5020499.14.006 Date: 12/19/2014 Quote #: 50.2014.007 Customer Code: 5020499 Quantity Description Unit Cost Extended Cost PROVIDE MATERIAL AND LABOR TO IMPLEMENT RECOMMENDATIONS PRESENTED IN REPORT DATED 12-04-14. BREAKDOWN PRESENTED BELOW: New Intake Screen, Cleaning, and Installation $3,252.00 $3,252.00 Two (2) New Intake Pumps; Including Installation $12,194.00 $12,194.00 Spare Intake Pump $5,821.00 $5,821.00 Spare Priming Pump $2,100.00 $2,100.00 Intake Pump Seal; Including Installation $567.00 $567.00 Media Filter Inspection; NOT Including Media $1,433.00 $1,433.00 New Boost Pump; Including Installation $13,145.00 $13,145.00 HP Pump Service; Using Owner's On-site Spare Parts $5,388.50 $5,388.50 HP Pump Oil; 55 Gallon Drum $1,475.50 $1,475.50 Subtotal $45,376.00 Shipping & Handling Taxes INVOICE Total $45,376.00 All Amounts Are In US$, Payment Due Prior To Commencing Work or Ordering Parts Please remit electronic payment to: Beneficiary Name: TSG Technologies, Inc. Address: 2401 NE 18th Terrace, Suite B Gainesville, FL 32609 EFTA01200085 Beneficiary Financial Institution: SunTrust Bank 303 Peachtree St NE, 25th Floor Atlanta, GA 30308 Swift Code: Beneficiary Bank: Ameris Bank 24 Second Ave SE Moultrie, GA 31768 Acct! ABA Routing Number Payment Instructions: Further credit to TSG Technologies, Inc. Account# 133442 Florida - US Vir n Islands - British Vir in Islands - Anguilla - Turks & Caicos - Bahamas - Mexico EFTA01200086 GENERAL TERMS AND CONDTTIONS 1. Apploabilty. These terms and condlicis of sale (these 'Terms') are the only terms which govern the sale of the goods (Goods, by TSG Water Resources. Inc.. a Game corporation. or any of its subsdanes or affilatal companies leach may be referred to as 'Seller) lo me buyer indcatal on the mace affected hereto ['Buyer). The ace:man/rag more Its 'Invoice') and these Terms (colectvely. ths 'AgreemenTI comprise the entre agyeemers between the panes, and supersede all prior or cantemporanecus understandngs. agreements. mg:deans, repesentakins and warrantee. and commuwations. both wren and oral. These Terms prevail over at; of Buyers general terms and cm d: nhs of .purchase regardess whether a when Buyer has submlled its purchase order or such terms. Fdfillment of Boyers order does a/cermet% acceptanceof arty of Buyer's terms and cordlions and does !Olsen* to modfy or amend these Terms. 2. (a) The gads will be de4vered within a reascreble Yoe after the recast of Buyers purchase order. &b ea lo avalablity of Goals. Seller shall net be lade for any delays. less a damage in transit. (b) If Sala s responsible for shipping the Goals. Seller shall deliver the goods b the beton crowded on the Invoice. provided that if no location is speofied on the Invoice. Seller snot delreer the Goods to Buyers lath known address (such location the 'Delivery Point') usng Sellers standard methods for packagingandshwa] such Goods. If Buyer is responsible for shipping the Goods, the Dethery Pars shall be Sellers faddy bested at 2401 NE 18th Terrace. Sue B. Gareselle. FL 32609. Buyer shall take clattery of the Goods at the Delivery PoinL Buyer shall be responsible for Wording costs and prande equipment and labor reasonably toned for receipt of the Goods a the Delivery Pord. (c) Sear may, in its sole dscreben. voriCut lablity or penalty. make portal shipments a Goods to Bunt. Each shipment will cassise a separate sae. and Buyer shad pay for the units shipped whether such shipmert is in whale or pan& ftifillment of Buyers purchase order. (d) library reason Byer fails to accept delriery of any of the Goods on the date fiXed arsu art to the Invoce or Sellers nonce that the Goods have been delivered at the Delivery Pert. or e Seller is unable lo delnrer the Goods al the Delivery Pent on such date because Buyer has not trended appropriate instructi3na. documents. licenses or authorizations: (i) risk of Ices to the Goods shad pass to Buyer. (ii) the Goods shell be deemed to hare been delivered: and (ii) Seer, al its option. may store the Goods will &ow picks them up. whereupon Buyer shill be liable 63r al related costs and expenses (relating. what limilalat storage and irsurarrs). 3. Shboina Terms. The Goads shall be shipped n accordance wife the Niece: provided. however, that al shOrnent. unless otherwise noted en Sews invoice, are FOB Sellers kicky located at 2401 NE 181 Terrace. Suite 8. Gainesvile. FL 32609. 4. Tale and Risk of Loss. Tile and risk ct loss passes to Buyer upon delivery of the Goods al the Delivery Pont. As collateral secunty for the payment of the purchase price of the Goods. Buyer hereby gilts to Sete a lien on and security irtereet in and to al of the nit tee and interest of Buyer in. to and under the Goods. wherever located. and whether now testing a hereafter aisng or acqured from title 13 SM, and in all accessions thereto and replacements a modficatens thereof. as well as all proceeds (including Intranet tweeds) of the fawns. The secuity interest granted under this prenatal statutes a purchase money secure), imerest under,* Florida Unform Commercial Code. I. Amendment and lAcclficanco. These Terms may only be amended a modified in a writing which speoficaly states met 1 amends these Terms and s signed by an authorized representative of each party. 6. IlltsoliatioitfislictimothooDadoeiDgSthiNt. (a) Buyer shall inspect the Gads upon swept Buyer wU be deemed to have accepted the Goods unless it notion Seler in wiring of any Noncenbrming Goals wtthn five (5) days of receipt and furnishes such mitten evidence or other cbarnentatian as required by Sever. 'Nonconforming Goods' mears sly the blowing: p) product shipped is diem' than identified it Byers purchase order: a Oil prod-as label or packaging inane* identifies a ardent (b) If Buyer emery noon Seller of any Nonccdormng Goods. Seller shat in its side clarets:in. (i) replace such Naconforming Goods with conforming Goods, a (h) awls or refund the Price for such Nonconforming Goods. together with any reasonable shppng and handing expenses Marred by Buyer in connection therewith. Al Seers expense. Buyer shell step. at its esti of loss. the Nononfarring Goals to SOWS fadiry located at 2401 NE 16t Terrace. Sub B. Ganethille, FL 32609. If Sets exercises its option to replace Nonconforming Goods. Seller stet, afar receiving Buyers shipment a Ncincenforming Goods slip to Buis at Buyer's expense and race loss, the replaced Goods to the [winery Pcinl. (c) Buyer acknothedges and agrees that he remedies son forth in Secton 6(b) are Buyers exclusive remedies for the delinwy of Nonconforming Goods. Except as paraded under Secton 6to). all sales of Goods to Buyer are made on a one-way Oasis and Buyer has no right to return Goals purchased under this Agreement to Sever. 7. Eat (a) Buyer shal purchase the Goads torn Seller at the prices (the ?doer) set forthon Seas invoke. (b) Al Pnces are exclusive of all salt, tee and excise taxes and custom duties. and any other venter taxes. dates and chars of arrylund imposed by any Govemmersal Authorityon any amounts payable by Buyer. UNess otherwise staficaly stated to the awry on Sellers Invoice. Buyer shall be resonate for al such charges, costs and taxes, provided. that. Buyer shad not be resew:be for any taxes imposed on. or with respect lo, Sews income, revenues. gross receipts. personnel or real or personal property or other assets of Seiler. 8. EbtobthLINMS. (a) Buyer normally requires payment in advance. Should Seller extend terms to Buyer. Buyer shal pay all invoiced amounts due to Seller wean the time paraded on the !fleece. tended that in the event no one is set forth. Buyer shell pay al such invoiced amour upon recap? of Sews invoice. Unless otherwise specifically slated to the contrary on Seta's Meet Buyer slut make al payments hereunder by wire transfer in US altars. (b) Should Buyer bane tams with Seder. Buyer shall pay interest on al late payments al the lessee the roe of 1.5% per month or the highest rate permisstle wider applicable law calculated daly and compounded minty. Buyer that also reimburse Seller for al cost incurred in collecting any late pawnerds. including. wthout lirritenon. attorneys' fees. In addbon to all other remedies avaitable utter these Terms or al law (which Seller does not wane by the exercise of any nghts hereunder). Seller shad be entitled to suspend the delivery a any Goods if Buyer fals b pay any amounts when due hereunder and such faiUre continues for len (10) days blaming mitten nonce thereof. (Cl Buyer shall net wthhdd ethylene of any amounts cbe and payable by reason of any set-off a any dam or dspue with Sear. 9. tinned Warranty. (a) Sets warrants that all materials and equipmers unshed under ens Agreement will be new, unless otherwise speared. and in conformance wth Buyers purchase order. Wm respect to arty components or other items et equipment provided by Seller as lo which the manufatver prenides a Armen warmly. Buyer shall rely solely upon said warranty provided, however, that Sela she( assist Buyer wan respect to any claim of Buyer upon any such warranty. Sorer shall and does hereby assign to Buyer all warrames of al manufacturers and suppliers. Seller hilts warrants that to Goods wth conform to te Purchase Order and, if no warranty is provided by a ereataturer. wit be free from defects in materials and workmanship for a period of ore year from the date of shipment. Ths warranty excludes arry damage or defect caused by abuse. mcdfications not executed or aparcreed in writing by Seder. improper or insufficient maintenance. and improper operation or runes wear any teat &ryes sole and exclusive remedy br a breach of ths warranty shall be the repair or reptoenent of the Goods n Seller's We discretion. Buyer shall be FOR THE SALE OF GOODS responsible fa Si costs of shipping aril for all does. taxes and costs associated with the importation and expalson a Gads in connection with this warranty. In code for an eem kr be considered under ms wanarty. Buyer shall return to Seller the item as lo witch a warranty claim is berg made al Buyers sole expense. If Sever determines Mal the ism is covered by deswarranty. Seder shall replace or repair the item in Sellers sde discretion and promptly provide the item to Buyer. Any cn-site labor mewed for the renstaltston or repair of any item covered by this wanly shall be provided by Buyer. OTHER THAN AS SPECIFICALLY SET FORTH HEREIN. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, ViITH 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. tO. Lmtsion c(Laciity. la) II NO EVENT SHALL SELLER BE LIABLE FOR ANY 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 SAFNTIAL PURPOSE. 10) 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 Cf THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER CancelOwns and Returns. Once a Purchase Order has been accepted by Seller and Sellers mace has been *Sued. cancellation of the sale by Buyer is not permitted and attempted cancellation will be void. Further. the return of Goods by Buyer to Seller all not be permed without Sellars as written ashonzanon. 12. Compliance wit Law. Buyer shad comply with all applicable laws, regutthons and adinartes. Buyer shall maintain in effect all the licenses. nem esia's. authorizations, consents and permits that it needs lo catty out its obtgaWns under this Agreement Buyer shall comply with al expel and Import laws of all counts involved in the sale of the Goads under ths Agreement or any resale of the Goals by Buyer. Buyer assumes al responsblity for shipment of Goods fawner] any poisternent meal cleararte. Safer may terminate this Agreement if any governmental authority itrposes antidumping a countervaring duties a anycorner senates on Goods. 13. Termination. In addition to any remedes mat may be prarided under these Tams. Seller may terminate this Agreement with antedate effect upon 'Oen nonce to Buyer. 4 Buyer, (i) rata to pay any amount when due under this Agreement a any other agreement between Buyer and Seller or any other agreement between Buyer and Sala (i) has not olhemise performed or complied with any et these Terms. in whole a in part a (ii) becomes insolvent flea a petition for bantriptcy or commences a has commenced aganstsproceedngs relates to bankruptcy. recevershp, reorganization a assignment for the bereft' of creditors. 14. Waver. No waiver by Seer of wry of the provisions of this Agreement is &lathe unless exactly set forth in ninon) and signed by Seller. No failure to exercise, or delay in naming any rights. remedy, pan or ;image anus from ths Agreement operates a may be construed as a waiter thereof. No single a petal exercise of any nat remedy. power or wither hereunder precludes wry CON or better exercise thereof a the exercise d any other nght. remedy. power or priviege. II Foe* tramira. SOW that not be labia or responstle to Buyer. nor be deemed to have defeated or treahei ths Agreement. fa any failure or deths n fulfiting or perlaming any term of ths Agreement when end to the extent such 'alit or soy is caused by or results ton acts or circumstances beyond the reasonable control CI Seller inclafing. without Imam. acts a Gal flood. W. hurricane, earthquake. explosion, governmental anions, war. mason or h3sUiles (whether war is declared a not). terrorist treats or Eel& not er ether and unrest, national emergency. revoluten, insurrection, epidemic, lock-cuts, straws or other labor dsputes (whether or not !elating to ether party's workkrce). or restraints a Mays affecting carriers or inablity or delay in draining supplies a adequate or titbo menet. mends or telecernmuttann breakdown or power outage, provided that if the evert in women continues for a celiac/us peeved it excess of they (30) days. Buyer shall be ended to give notice it wars to Seder to terminate Its Agreement. 16. Assiament Buyer shall rot assign any of its rights a delegate any of is obligations under this Aueernert without the poor eaten consent of Seder. Any purposed assiamert or delegann in 'Withal of this Seem is all and end No assignment a delegation relieves Buyer of any of its oblascons tiler this Agreement. I?. RetatOnshio a the Panes. The relatonship between the patios is that of independent contra nos. Nothing maenad in this Agreement shal be ccnstrued as creating any agency, pennerstip• rant venture or otter form of joint enterpree. employment or binary relationship between Ile parbes, and neither party shall have authority to comma for or bind the otter party n any manner whatsoever. 18. No Third arty Beneficenes. This Agreement is for the sole bereft of the parties hereto and that respecta successors and 10111033 assigns and nothing heran. express or misled. is intended to a shell cater upon any other person or entry arty legal or equitable right benefit a remedy of any resale %Nacos infer or by reason of these Terns. 19. Gearing Law. MI matters awn out of or relating to this Agreement are gowned by and construed in accordance with the themal laws of the State of Florida. the pastes agreeing that the sale of Goods occurs in the State et Ronda. without ping effect lo any choice or conflict of law proeison or rule (whether of the Stale of Florida or any other 0315600e) that ward cause the application of the its of any junsdction other than those of the Site of Florida. 20. Sibmisson lo Juisdotion. Any legal sus, action a proceeding arisng out of or relating lo ths Agreement shall be inebbsed in the federal carts of the Unted Slates a America or the carts a the State of Florida in each case located in the City of Gannet/le. and Countyof Alachua. and each party manta* submits to the excthivejursdcliat of such cars in wry such suitt actionor proceeding. 21. braces. WI notices. request cements. Balms. demands. MAIO and other communications hereunder (each a 'Notice') shall be in veiling and addressed to the parkas at the addresses set forth on the face of the Invoice a to such other address that may be designated by the receiving party in rang. Al Mites Shell be delnered by personal delivery. naborely recognized overnight courier (with al fees ye- t* facsimile a email (with confirmation of transmssion) or certified or regatered mail On each case. return receipt requested postage prepaid). Except as otherwise provided in this Agreernert a Notice is efkanre only (a) upon receipt of the washing party, and (b) if the party gmng the Nonce has complied with the requirements of this Section. 22. Severablity. II any term or provision et ths Anemone is meld. illegal a unenforceable in any jurisdclbn. such ihvaiidily. Kegs* or menforceablity shad not awl arry other term or provision of this Agreemert or invalidate a render wenfaceable such term or provision in any other jurisdiction. 23. StrvivaL Provisions of these Terms which by their nature should apply beyond their ems will ratan in force thief any terrnnabon or mortal a ths Order including, but not limited lo. the blaming aarisires: Compliance with Laws, COtlidellialty.Gcnvorrirg Law. Submission lokriscabon and Survival. EFTA01200087