Res 092-2025 Belt Filter Press at the Wichita Falls Resource Recovery Facility 08/19/2025 RESOLUTION NO. 92-2025
Resolution authorizing the City Manager to approve a change order to
purchase order 22501013 with Andritz Separation Inc. for an additional
$87,750.00 for additional work for repairs of frame members of a Belt
Filter Press at the Wichita Falls Resource Recovery Facility at 1005
River Road
WHEREAS, one of the City of Wichita Falls' Strategic Goals is to Provide Quality
Infrastructure; and,
WHEREAS, the City desires to continue to have reliable treatment systems to
properly treat biosolids within the Resource Recovery Facility; and,
WHEREAS, the City desires to continue to protect the citizens and the environment
from these wastes; and,
WHEREAS, Andritz Separation Inc. is the supplier and manufacturer of the existing
belt presses.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
City manager is authorized to execute all documents necessary, in forms approved
by the City Attorney, to purchase the equipment and labor for the Belt Filter Press
refurbishment at Wichita Falls Resource Recovery Facility from Andritz Separation Inc. in
the amount of $87,750.00.
PASSED AND APPROVED this the 19th day of August, 2025.
MAYOR
ATTEST:
j,y —
City Clerk 1
AN)Ri1L
QUOTATION
Customer:118032 Supplier: Andritz Separation Inc.
City Of Wichita Falls Contact: Rance P Martin
Riverroad W.W.T. Phone: +1 817 375 4468
Riverroad WWTP Fax:
1005 River Road E-mail: rance.martin@andritz.com
WICHITA FALLS TX 76305 Date: 07/23/2025
Contact:
Fax: +19407239547 Sales MR.BARRY HUFFMAN
Copy to: Responsible:
Your inquiry:
Our quote no: 21220349
Ladies and Gentlemen,
We thank you for your inquiry and are pleased to quote as follows:
1. Scope of supply
For 400472096 Heavy Duty Belt Press
Model:Heavy Duty Belt Press CPF 2000
Serial number:95142
JOB#809880
OLD JOB 691-700
Item Product ID No. SIWk Quantity Unit Unit Price Amount
10 FIELD SERVICE 100031977 1 EA 87,750.00 87,750.00
ADDITIONAL WORK FOR
REPAIRS/REPLACEMENT OF FRAME
MEMBERS.
SCOPE OF WORK:
REPLACEMENT OF FRAME MEMBERS AS
NOTED BY PRODUCT SPECIALIST
INSPECTION.
ONSITE WORK TO DISASSEMBLE AND
SHIP ALL OTHER MEMBERS TO SERVICE
CENTER FOR REPAIRS.
HOT DIP GALVANIZING OF FRAME PARTS.
Page 1 of 9
ANDRITZ Separation Inc. Remit to: Wire instructions:
1010 Commercial Blvd.South ANDRITZ Separation Inc. Nordea BenkAbp
Arlington,TX76001 USA Dept 0312 New York Bench
P.O.Bp[120312 SWIFT:NDEAIJSSN
Tel:+1(877)4855817 Dallas,TX75372.0312 Account 8879433001
Fax:+1 817 488.7967 Federal Tax ID Number. -3T73483 ABA 028010788
AWJRNL
Our quote no: 21220349
Item Product ID No. S/W" Quantity Unit Unit Price Amount
ASSEMBLY AT SERVICE CENTER FOR
TEST ALIGNMENT OF FRAME BEFORE
SHIPMENT TO CUSTOMER SITE.
INSTALLATION OF REBURBISHED FRAME
AT CUSTOMER SITE.
NEW PLUMBING AND ELECTRICAL
SYSTEMS TO BE INSTALLED DURING
REBUILD ONSITE.
FREIGHT TO AND FROM CUSTOMER SITE.
Total Amount USD 87,750.00
'S=Spare Parts,W=Wear Parts
Technical contact:Armando Alvarado/Phone:+1 817 419 1728/armondo.alvarado@andritz.corn
Terms and Conditions
2. Delivery Time:
after receipt of order and any clarifications.
3. Terms of delivery:
Our terms of delivery are FCA ORIGIN PREPAID&ADD,according to INCOTERMS 2020.
4. Terms of Payment:
Within 30 days Due net
(1%default interest per month for delayed payment).
5. Validity of quotation:
This quotation is valid to 08/23/2025.
Other Terms:
6. **********
COVID-19 pandemic delays,disrupts,or prevents Andritz's performance,or increases shipping or
Page 2 of 9
ANDRITZ Separation Inc. Remit to: Wire instructions:
1010 Commercial Blvd.South ANDRITZ Separation Inc. Nordee BankAbp
Arlington,TX 76001 USA Dept 0312 New York Branch
P.O.Soot 120312 SWIFT:NDEAUS3N
Tel:+1(817�4855611 Dallas,TX 75312.0312 Account:8879433001
For+1 817 4B8v9961 Federal Too ID Number.59.3773483 ABA:0 26 010 786
AWJRNL
Our quote no: 21220349
freight costs,Andritz shall be entitled to change order containing an appropriate adjustment in
the contract price and/or delivery schedule.Furthermore,in the event that developments related
to the pandemic,whether initiated prior to or after the date of this proposal,quotation,or order,
including but not limited to travel advisories,steps taken to protect the health and safety of
employees,Government orders,and temporary facility shutdowns,increase the cost or time for
delivery,Andritz shall be entitled to adjust the price and delivery dates herein to reflect these
impacts.Andritz's delivery date and prices(including freight)are estimates only based on
Andritz's standard delivery dates and prices and do not account for the present and future
schedule impacts of the COVID-19 pandemic. Nothing in this proposal,quotation,or order,or
any contract based hereon,shall be construed as a waiver of these rights.
wAA........A....
The crisis in Russia/Ukraine is impacting the complete global supply chain,including but not
limited to,raw material shortages,extended delivery times,unavailability/restricted availability of
transport as well as unforeseeable price increases.The Parties therefore agree that the price and
delivery times In this order confirmation are Indicative only.In case the crisis leads to any
impacts on the delivery time or to a price increase of more than 5%of the order value after the
date of the order confirmation,we reserve our right to adapt the prices and/or the delivery times
accordingly.Nothing in this order confirmation can be construed as a waiver of such right.Of
course,we will stay in close contact with you,being stipulated that we are doing our best effort to
overcome this significant cost pressure and hurdles in the supply chain.
ewareaewarear
TERMS APPLICABLE
(a) These Terms and Conditions of Sale andlor Service are the only terms which govern the sale of the products,equipment,or parts and/or the provision of
services('Products.and'Services')and/or the license of certain Software(as defined herein)pursuant to the quotation or acknowledgement of the Anddixentity
supplying the same('Seller)or Buyer's purchase order or other written document Issued by Buyer.These Terms and Conditions of Sale and/or Service control,
supersede and replace any and all other additional and/or different terms and conditions of Buyer,and Seller hereby objects to and rejects all such teens and
conditions of Buyer without further notification,except to the!dent Seller expressly agrees to such conditions In writing.Buyer's authodation for Seller to
commence work under the Agreement or Buyer's acceptance of delivery of or payment for any Products,Services or Software covered by this Agreement,In
whole or In part,shall be deemed Bayer's acceptance of these Terms and Conditions of Sale and/or Service.The term"Ag moment"as used herein means(1)
these Teens and Conditions of Sale and/or Service,(2)Seller's quotation or acknowledgment together with any attachment thereto and any documents expressly
incorporated by reference,and(3)Buyer's purchase order or other written document Issued by Buyer,together with any attachment thereto and any documents
expressly incorporated by reference(but excluding any Buyer terms and conditions attached thereto or Incorporated therein by reference).In the event of a
conflict between any documents forming the Agreement,such documents shall be construed In the above-listed order of precedence.
(b) Prior to Buyer's acceptance of any Seller quotation in which these Terms and Conditions of Sale and/or Service are incorporated,in the event that the
introduction of new tariffs,levies,duties,taxes,regulation,or any type of legislation bya domestic or foreign government has the effect of increasing the price of
the quoted Products,Services,and/or Software,Seller reserves its right to adjust its quoted price In order to reflect thew increases in cask Nothing in this
document,or any of the applicable contractual documentation shall be construed as a waiver of this right.
7 DELIVERY OR PERFORMANCE;RISK OF LOSS AND TITLE
(a) Delivery or performance dabs are good faith estimates and do not mean that lime Is of the essence..Buyer's failure to promptly make advance or
interim payments,supply technical information,drawings and approvals will result Ina commensurate delay in delivery or performance.Ifti a parties have agreed
to liquidated damages In this Agreement for Seller's delay in achieving certain milestones,(I)the parties acknowledge and agree that Buyer's damages for Seller's
delay are difficult b predict with any certainty,and such liquidated damages are not a penalty but a reasonable estimate of Buyer's delay damages;(IQ such
liquidated damages shall not exceed an aggregate value of five percent(5%)of the Agreement price and shall be Buyer's exclusive remedy for any delay by Seller
In performing any of its obligations under this Agreement;and(IIQ Bayer agrees Seiler shall not be liable for liquidated damages if Sellers delay In achawng a
milestone subjectto liquidated damages has not delayed Buyer's ability to use the applicable Products,Software and/or Services.
(b) Upon and after delivery,risk of loss or damage to the Products shall he Buyers.Delivery of the Products hereunder will be made on the terms agreed to
by the parties as cot forth in this Agreement,according to INCOTERMS 2020.If no delivery term Is agreed elsewhere m the Agreement,delivery of the Products
will be made FCA shipping point(INCOTERMS 2020).Title to the Products shall transfer to Buyer upon final payment therefor.
9. WARRANTY
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ANDRITZ Separation Inc. Remit to: Wire instructions:
1010 Commercial Blvd.South ANDRITZ Separation Inc. Nordea Bank Abp
Arlington,TX76001 USA Dept 0312 New York Branch
P.O.Box 120312 SWIFT:NDEAUS3N
Tel:+1(817)4655611 Dallas,TX 75312.0312 Account:8879433001
Few+1 817 4B8v9961 Federal Tax ID Number.59.3773483 ABA:0 26 010 786
AWJRNL
Our quote no: 21220349
(a) Product Warranty.Seiler warrants to Buyer that the Products manufactured by it will be delivered free from defects In material and workmanship This
warranty shall commence upon delivery of the Products and shall expire on the earlier to oocur of 12 months from Initial operation of to Products and 18 months
from delivery thereof(the'Warranty Period').If during the Warranty Period Buyer discovers a defect In material or workmanship of a Product and gives Seller
written notice thereof within 10 days of such discovery,Seiler will,at Its option,either deliver to Buyer,on the same terms as the original delivery was made,
according to INCOTERMS 2020,a replacement part or repair the defect In piece.Any repair or replacement part furnished pursuant to this warranty is warranted
against defects In material and workmanship for one period of 12 months from completion of such repair or replacement,with no further extension.Seller will
have no warranty obligations for the Products under this Paragraph 3(a):(I)ifthe Products have not been stored,installed,operated and maintained in
accordance with generally approved industry practice and with Seller's specific written instructions;(II)if the Products are used in connection with any mature Or
substance,operating condition or operating environment other than that for which theywere designed;(tiq if Buyer fells to give Seller such written 10 day notice;
(iv)if the Products are repaired or modified by someone other than Seller or have been intentionally or accidenteiy damaged;(v)for corrosion,erosion,ordinary
wear and bar or in respect of any parts which by their nature are exposed to seven wear and tear or are considered expendable;or(vl)for expenses incurred for
work in connection with the removal of the defective articles and reinstallation following repair or replacement.With respect to any Product or part thereof not
manufactured by Seiler,Seller shall pass onto Buyer only those warranties made to Seller by the manufacturer of such Product or part which are capable of
being so passed on.
(b) Services Warranty.Seiler warrants to Buyer that the Services performed will he free from defects in workmanship and will conform to any mutually
agreed upon specifications.If any failure to meet this warranty appears within 12 months from the dab of completion of the Services,on the condition that Seller
be promptly notified in writing thereof,Seller as Its sole obligation for breach of this warrantywill correct the failure by re-performing any defective portion of the
Services furnished.Seiler does not warrant the accuracy of,or performance results of,any conclusions or recommendations provided,nor that any desired
objective will result from the Services provided and Seller shall not he liable for any loss of lee or any production losses whatsoever.
(c) THE EXPRESS WARRANTIES SELLER MAKES IN THIS PARAGRAPH 3 ARE THE ONLY WARRANTIES FT WILL MAKE.THERE ARE NO OTHER
WARRANTIES,WHETHER STATUTORY,ORAL,EXPRESS OR IMPLIED.IN PARTICULAR,THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR
FWNESS FOR A PARTICULAR PURPOSE.
(d) The remedies provided in Paragraphs 3(a)and 3(b)are Buyers exclusive remedy for breach of warranty.
9 LIMITATION OF LIABILITY
Notwithstanding any other provision in this Agreement,the following limitations of liability shall apply to the maximum rodent permitted by applicable law:
(a) in no event shall Seller,its officers,directors,employees,subcontractors,suppliers or affiliated companies be liable for loss of profits,revenue or
business opportunity,loss by reason of shutdown of facilities or inability to operate any facility at full capacity,or soot of obtaining other means for performing
the functions performed by the Products or Software,loss of future contracts,claims of customers,cost of money or loss of use of capital,in each Case whether
or not foreseeable,or for any indirect,special,incidental or consequential damages of any nature resulting from,arising out of or connected with the Products,
Services,Software or this Agreement or from the performance or breach hereof.
(b) The aggregate liability of Seller,its officers,directors,employees,subcontractors,suppliers or affiliated companies,for all claims of any kind far any
loss,damage,or expense resulting from,arising out of or connected with the Products,Services,Software or this Agreement or from the performance or breach
hereof,together with the cost of performing make good obligations to pass performance tests,if applicable,shall in no event exceed the Agreement price.
(c) The limitations and exclusions of liability set forth in this Paragraph 4 shall take precedence over any other provision of this Agreement and shall apply
whether the claim of liability Is based on contrast,warner*,tort(Including negligeree),strict liability,indemnity,or otherwise.The remedies provided in this
Agreement are Buyer's exclusive remedies.
(d) All lability of Seiler,Its officers,directors,employees,subcontractors,suppliers or affiliated cam panbs,resulting from,arising out of or connected with
the Products,Services or this Agreement or from the performance or breach hereof shall terminate on the third anniversary of the date of this Agreement.
(s) in no event shall Seller be liable for any loss or damage whatsoever arising from its failure to discover or repair latent defects or defects inherent in the
design of goods serviced(unless such discovery or repair Is normally discoverable by tests expressly specified in the scope of work under this Agreement)or
caused by the use of goods by the Buyer against the advice of Seller.If Seller furnishes Buyer with advice or assistance concerning any products or systems
that Is not required pursuant to this Agreement,the furnishing of such advice or assistance will not subject Seiler to any liability whetter in centred,indemnity,
warranty,tort(including negligence),strict liability or otherwise.
10. CHANGES,DELETIONS AND EXTRA WORK.
Seiler will not be required to make changes in the Product,Services or Software unless Buyer and Seller have executed a written change order for such change.
Any such change order will include an appropriate adjustment to the Agreement price andror schedule.If the change impairs Seller's ability to satisfy any of its
obligations to Buyer,the change order will include appropriate modifications to this Agreement.Seller shall be entitled to a change order adjusting the Agreement
price,schedule andkr any affected obligations of Seller if after the effective date of this Agreement(a)a change in applicable law,tariffs,levies,duties,taxes,
reguatbns or ordinances;(b)any actor omission of Buyer,any Mier party for whom Buyer is responsible,or any third party or any error or change in
Buyer-provided Information should require a change In the Products,Services or Software or(c)a transport disruption Involving the Intercontinental shipment of
goods or sea freight causes an increase in the cost(including,in the case of a transportation disruption,costs incurred to avoid or mitigate such disruption)or
change in the schedule to supply the Products,Services or Software.
11 PAYMENT AND TAXES
U nbss otherwise agreed by Seller in writing,payment terms are net 30 days from the date of Seller's invoice.All invoices are payable without deductions.Any
payments which are overdue will accrue interest at the rate of 1%for each month or any portion thereafter the balance remains due.Seller's prices do not include
Page 4 of 9
ANDRITZ Separaton Inc. Remit to: Wire instructions:
1010 Commercial Blvd.South ANDRTZ Separation Inc. Nordea Bank Abp
Arlington,TX76001 USA Dept 0312 New York Branch
P.O.Batt 120312 SWIFT,NDEAU$3N
Tel:+1(817t 4655611 Dales,TX 75312-0312 A00unt:8879433001
Far+1 817 4B8v9961 Federal Tax ID Number:59.3773483 ABA 0 28 010 786
AWJRNL
Our quote no: 21220349
any sales,use,excise or other taxes or customs dutles,tariffs,levies,or fees unless expressly agreed In writing by Seiler.In addition to the price specified
heroin,the amount of any present or future sales,use,excise or other tax applicable to the sale or use of the Products,Software or Services and customs duties,
tariffs,levies,or fees shall be billed to and paid by Buyer unless Buyer provides to Seiler a taxlxempton certificate acceptable to the relevant taxing authorities.
12. SECURRYINTEREST
Seller shall retain a purchase money aecudty Interest and Buyer hereby grants Seller a lien upon and security Interest In the Products until all payments
hereunder have been made In full.Buyer acknowledges that Seiler may file a financing statement or comparable document as required by applicable law and may
take all other action It deems reasonably necessary to perfect and maintain such security Interest In Seller and to protect Seller's Interest In the Products.
13 SETOFF
Neither Buyer nor any of its affiliates shall have any right to set off claims against Seller or any of Its affiliates for amounts owed under this Agreement or
otherwise.
14. INFRINGEMENT
Unless the Products or any part thereof ars designed to Buyer's specifications or instructions and provided pre Products or any part thereof is not used In any
manner other than as specified or approved by Seller in writing or modified by Buyer without the written consent of Seiler,(I)Seiler shall defend against claims
made in a suitor proceeding brought against Buyer by an unaffiilabd third party that any Product infringes a registered copyright or device claim of a patent
issued as of the effective dab of this Agreement in the country in which the Product will be operated,provided Seiler is notified promptly in writing and given the
necessary authority,information and assistance for the defense Wallah claims;09 Seller shall satisfy anyjudgment(after all appeals)for damages entered
against Buyer on such claims;and(III)ifsuch judgment enjoins Buyer from using any Product or a part thereof,then Seiler will,at lb option:(a)obtain for Buyer
the right to continue using such Product or part;(b)eliminate the infringement by replacing or modifying all or part of the Products;or(s)tab back ouch Product
or part and refund to Buyer all payments on the Agreement price that Seller has received for such Product or part.THE FOREGOING STATES THE ENTIRE
LIABILITY AND OBLIGATIONS OF SELLER AND THE EXCLUSIVE REMEDY OF BUYER WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY
PROPRIETARY RIGHTS BY THE PRODUCTS.
15 SOFTWARE LICENSE AND WARRANTY
if Buyer and Seiler have not entered into a separate license agreement the following Software Terms and Conditions apply to any embedded software produced
by Seger and furnished by Seller hereunder:
The Software,as described in the Agreement('Software'),and all written materials or graphic files that are fixed in any tangible medium and that relate to and
support the Software('Documentationl,and all present and future worldwide copyrights,trademarks,trade secrets,patents,patent applications,mask work
rights,moral rights,contract rights,and other proprietary rights recognised by the laws of any country inherent therein,including all changes and improvements
requested or suggested by Buyer inths support and maintenance of the Software are the exclusive property of Sailor(Seller's intellectual Properly Right'').All
rights in and to the Software not expressygranted to Buyer in the Agreement are reserved by Seiler.Nothing in this Agreement will he deemed to grant,by
implication,estoppel,or otherwise,a license under any of Seller's existing or future patents.Software will not include any upgrades,new versions,releases,
enhancements,or updates to the Software,unless agreed to by Seiler in writing and at lb sole discretion.To the extent any upgrades,new versions,releases,
enhancements,or updates to the Software am provkled by Seiler,the term'Boftwareshail be deemed to include such upgrades,new versions or releases,
enhancements,or updates.To the extent any ownership right arises in Bayer with respect to the above,Buyer hereby assigns all of Its right,title,and interest in
and to any intellectual property embodied in the Sellers intellectual Property Rights,including enforcement rights,to Seiler without the payment of any additional
consideration thereof either to Buyer,or its employees,agents,or customers and agrees to execute any documents Seiler deems necessary to effect such
assignment.
Seller hereby grants to Buyer a nonexclusive,non-transferable,nonsub-llesnsable,revocable license to install,run,and use the Software only in connection
with configuration of the Products and operating system for which the Software is ordered hereunder,and for the enbuse purpose stated in this Agreement.
Buyer agrees gat neither it nor any third party shell modify,reverse engineer,decomp%or reproduce the Software,except Buyer may create a single copy for
backup or archival purposes in accordance with the Documentation(the'Coon Buyer's license to use the Software and the Copy of such Software shell
terminate upon any breach of this Agreement by Buyer.All copies of the Software,including the Copy,are the properly of Seiler,and all copies for which the
license Is terminated shall he returned to Seiler,or deleted from Buyer's computer systems,with written confirmation after termination.
Seiler wananb that,on the date of shipment of the Software or the Products containing the Software to Buyer.(1)the Software media contain a toes and correct
copy of the Software and are free from material defects;(2)Seiler has the right to grant the license hereunder;and(3)the Software will function substanfaly in
accordance with the related Seiler operating documentation.In no sent doss Seiler warrant that to Software is error free or that Buyer will he able to operate the
Software without impairments or interruptions.In addition,due to the continual development of new techniques for intruding upon and attacking networks,Seiler
does not warrant that the Software or any equipment,system,or network on which to Software is used will he free of vulnerability to intrusion or attack.
if within 12 months from the date of delivery of the Software or Products containing the Software,Buyer discovers that the Software is not as warranted above
and notifies Seiler in writing prior to the end of such 12 month period,and if Seiler determines that it cannot or will not correct tie nonconformity,Buyer's and
Buyer's Seller-authorised transferee's exclusive remedies,at Seller's option,are:(1)replacement of the nonconforming Software;or(2)termination of this license
and a refund of a pro rata share of the Agreement price or license fee paid.
If any infringement claims are made against Buyer arising out of Buyer's use of the Software in a manner specified by Seiler,Seiler shall:(I)defend against any
claim in a suit or proceeding brought by an unaffiliated third party against Buyer that the Software violates a registered copyright or a confidentiality agreement
to which Seiler was a party,provided that Seiler is notified promptly in writing and given the necessary autlerity,Information and assistance for the defense and
settlement of such claims(including the sole authority to select counsel and remove the Software or stop accused infringing usage);00 Seiler shall satisfy a final
Page 5 of 9
ANDRITZ Separation Inc. Remit to: Wire inotm 00ons:
1010 Commercial Blvd.South ANDRITZ Separation Ina Hardee Bank Ala
Arlington,TX76001 USA Dept 0312 New York Branch
P.O.Box 120312 SWIFT:NDEAUS3N
Tel:+1517)4855611 Dallas,TX 75312-0312 A000unt:8879433001
Fad+1 817 4B8v9961 Federal Tax ID Number.59.3773483 ABA:0 26 010 786
AWJRNL
Our quote no: 21220349
Judgment(after all appeals)for damages entered against Buyer for such claims,so long as such damages are not attributable to willful conduct or sanctioned
litigation conduct;and(III)Ifsuch Judgment enjoins Buyer from using the Software,Seller may at Its option:(a)obtain for Bayer the right to continue using such
Software;(b)eliminate the Infringement by modifying the Software or replacing it with a functional equivalent(In which case,Buyer shall Immediately stop use of
the allegedly Infringing Software);or(c)tale back such Software and refund to Buyer all payments on the Agreement price that Seller has received.However,
Seller's obligations under this Paragraph 10 shall not apply to the extent that the claim or adverse final judgment relates to:(1)Buyer's running of the Software
after being notified to discontinue;(2)non-Seller software,products,data or processes;(3)Buyer's aneration of the Software;(4)Buyer's distribution of the
Software to,or its use for the benefit of,any third party not approved in writing by Seiler,or(5)Buyer's acquisition of confidential information(a)through
improper means;(b)under circumstances giving rise to a duty to maintain its secrecy or limit Its use;or(c)from a third party who owed to the party asserting the
claim a dirty to maintain the secrecyer limit the use of the confidential information.Buyer will reimburse Seiler for any costs or damages that result from actions
1 to 5. THE FOREGOING PROVISIONS OF THIS SECTION 10(e)STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF SELLER AND THE EXCLUSIVE REMEDY
OF BUYER,WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY PROPRIETARY RIGHTS UNDER SECTION 10,INCLUDING BUT NOT LIMBED TO
PATENTS AND COPYRIGHTS,BY THE SOFTWARE OR ANY PART THEREOF.
This warranty set forth In subparagraph(e)above shall only apply when:(1)the Software Is not modified by anyone other than Seiler or Its agents authorized in
writing;(2)there is no modification in the Products in which the Software Is installed by anyone other than Seller or Its agents authorized In writing;(3)the
Products are in good operating order and Instilled in a suitable operating environment(4)the nonconformity Is not caused by Buyer or a third party;(5)Buyer
promptly notifies Seller in writing,within the period of time set forth in subparagraph(e)above,of the nonconformity;and(S)all fees for the Software due to
Seller have been timely paid.SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,WITH REGARD TO THE SOFTWARE,INCLUDING
BUT NOT LIMBED TO IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,COURSE OF DEALING AND USAGE OF TRADE.
Buyer and Its successors are limited to the remedies specified In this Paragraph 10.
Any subsequent modifications or enhancements to the Software made by Seller are,at Seller's option,subject to a fee.
16. WE RISKS
(a) Site Conditions.The parties acknowledge and agree that as to condllons at the project site,Seller Is relying upon information provided by Buyer.If
Seller becomes aware of any subsurface,concealed,or differing condition,environmental Inward or violation of any environmental law or regulation,Seller will
immediately suspend performance of the work in the affected area and notify Buyer.Buyer acknowledges that it will assume the risk of any increased costs and
changes to the schedule that may result from such conditions.If Buyer does not Immediately remedial,such conditions,Seller may either suspend performance
of all work or terminate this Agreement.
(b) Environmental Remedlatlon.Buyer acknowledges that Seller is not an expert In environmental renediation and shall not be directed by change order or
otherwise to perform any environmental remedleton as part of the Services,Including but not limited to asbestos and lead paint removal.If any environmental
remediatlon becomes necessary,Buyer will contract directly with a qualified third party to perform such wort.
17. TERMINATION
(a) Either party may terminate this Agreement upon breach by the other party of material obligation hereunder and such party's failure to cure,or to
commence a cure of,such breach within a reasonable period of time(but not less than 30 days)following written receipt of notice of the same.
(b) Buyer may only terminate this Agreement for Buyers convenience only if Buyer elects not to proceed with the project for which the Products and/or
Services are purchased and upon written notice to Seller and payment to Seller of Seller's termination charges,which shall be specified to Buyer and shall take
into account among other things expenses(direct and indirect)Motored and commitments already made by Seller,overhead,and an appropriate profit.Incase of
such termination,the licenses granted in Paragraphs 10 and 13 hereof shall terminate.
(0) Seller shall have the right to suspend Its obligations under this Agreement if payment is not received within 30 days of due date.In the scant of the
bankruptcy or insolvency of Buyer or In the event of any bankruptcy or Insolvency proceeding brought by or against Buyer,Seller shall be entitled to terminate
any order outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for Its cancellation charges.
18 INTELLECTUAL PROPERTY;CONFIDENTIALITY
(a) All Intellectual property embodied in the Products,Services and Software provkled to Buyer is the property of Seller,and any Intellectual properly
developed,at least in part,by Seller under this Agreement Is and remains the sole and exclusive property of Seller.Further,Seller shall have the right to collect
and use data generated by the Products,Software or Services supplied hereunder.
(b) Buyer acknowledges that the Information that Seller submits to Buyer In connection with this Agreement and the performance hereof Is Sellers
confidential and proprietary information.Buyer agrees not to disclose such information to third parties without Seller's prior written consent.Seller grants to
Buyer a nonexclusive,royally-free,non-transferrable license to use Seller's confidential and proprietary information disclosed hereunder for the purpose of the
installation,operation,maintenance and repair of the Products that are the subject of this Agreement only;provided,however,that Buyer further agrees not to,
and not to permit any third party to,analyze,measure the properties of,or otherwise moose engineer the Products or any parts thereof,fabricate the Products or
any parts thereof from Seller's drawings or to use to drawings otter ten in connection with t•le Agreement.Byer will defend and indemnify Seilerfron any
claim,stilt or liability based on personal Injury(Including death)or property damage related to any Product or part thereof which Is fabricated by a third party
without seller's prior written consent and from and against related costs,charges and expenses(Including attorneys'fees).All copies of Seller's confidential and
proprietary information shall remain Seller's property and may he reclaimed by Seller at any time In the event Buyer Is in breach of its obligations under this
Paragraph 13,or in case of Buyer's termination pursuant to Paragraph 12(b).
19. END USER
if Buyer is not the end user of the Products mid hereunder(the'End User'),then Buyer will use Its hest efforts to obtain the End User's written consent to be
Page 6 of 9
ANDRITZ Separation Inc. Remit to: Wire instructions:
1010 Commercial Blvd.South ANDRITZ Separation Inc. Nordea BankAb
Arlington,TX78001 USA Dept 0312 New York Branch
P.O.BCx120312 SWIFT:NDEAUS3N
Tel:+1 R17)4855811 Dallas,TX 75312-0312 Account:5879433001
Far+1 817 4883981 Federal Tax ID Number.59.3773483 ABA 0260107813
AWJRNL
Our quote no: 21220349
bound to Seller by the provisions hereof.If Buyer does not obtain such End User's consent,Buyer shall defend and Indemnify Seiler and Seller's agents,
employees,subcontractors and suppliers from any action,liability,cost,loss,or espense for which Seller would not have been liable or from which Seller would
have been Indemnified if Buyer had obtained such End User's consent
20. FORCE MAJEURE
(a) Force Majeure Defined.For the purpose of this Agreement'Force MaJeur'will mean all events,whether or not foreseeable,beyond the reasonable
control of either party which affect the performance of this Agreement,Including,without limitation,acts of God,acts or advisories ofgovemnenbl or
quasi-governmental authorities,laws or regulations,strikes,lockouts or other Industrial disturbances,acts of public enemy,wars,insurrections,dots,epidemics,
pandemics,outbreaks of Infectious disease or other throats to public health,lightning,earthquakes,fares,storms,severe weather,floods,sabotage,delays In
transportation,rejection of main fongings and castings,lack of available shipping by land,sea or air,lack of dock lighterage or loading or unloading facilities,
Inability to obtain labor or materials from usual sources,serious accidents Involving the work of suppliers or sub-suppliers,thefts and explosions.
(b) Suspension of Obligation.If either Buyer or Seller Is unable to carryout Its obligations under this Agreement due to Force Majeure,other than the
obligation to make payments due hereunder,and the party affected promptly notifies the other of such delay,then all obligations that are affected by Force
Majeure will he suspended or reduced for the period of Force Majeure and for such additional time as Is required to resume the performance of its obligations,
and the delivery schedule will be adjusted to account for the delay.
(c) Option to Terminate.If the period of suspension or reduction of operetene will extend for more than four(4)consecutive months or periods of
suspension or reduction total more than S months in any 12 month period,then either Buyer or Seller may terminate this Agreement,and Buyer shall pay to Seller
on coots,'needing overhead and Profit thereon.incurred to the date of termination and costs incurred edging out of the termination.
(c) Strikes On-Sita.Notwithstanding anything herein to the contrary,in the want a strike,lockout blockage,slowdown,labor,union or other industrial
disturbance at Buyer's site affects,delays,disrupts or prevents Seller's performance of this Agreement,Seller shell be entitled to a change order containing an
appropriate adjustment in the Agreement price and delivery schedule.
21 . INDEMNIFICATION AND INSURANCE
(a) indemnification.Seller agrees to defend andindemnify Buyer from and against any third-party claim for bodily injuryor damage to tangible property
('Loss')arising in connection with the Products or the Services provided by Seller hereunder,but only to the extent such Loss has been caused by the
negligence,willful misconduct or other legal fault('Fault')of Seller.Buyer shell promptly tender the defense of any such thhdparty claim to Seiler.Seiler shall
be entitled to control the defense and resolution of such claim,provided that Buyer shall be entitled to he represented in the matter by counsel of its choosing at
Buyer's Sole expense.Where Such Lose results from the Fault of both Seller and Buyer or a third party,then Seller's defense and indemnity obligation shell he
limited to the proportion of the Loss that Seller's Fault beam to the total Fault.
(b) insurance.Seller shell maintain commercial general liability insurance with limlb of$2,000,000 per occurrence and in the aggregate covering claims for
bodily injury(including death)and physical property damage arising out of the Products orServices.Seller shell also provide workers'compensation Insurance
or the like as required by the laws of the jurisdiction where the Services will he performed,and owned and non'owned auto liability insurance with limits of
81,000,000 combined single limit.Seiler will provide a Certificate of insurance certifying the existence of such averages upon request.
f' . EXPORT CONTROL AND ECONOMIC SANCTIONS COMPLIANCE
(a) Buyer recognises that any Products and Software that are the subject of this Agreement and originate in the U.S.remain subject to U.S.export control
and economic sanctions laws and regulations even after such Products are exported from the U.S.(If applicable),and even though such Products and Software
have been purchased!nand,if applicable,exported from Canada.Buyer certifies that such Products and Software will not he diverted,transshipped,
reexported,or otherwise transferred in contravention of any applicable export control and economic sanctions laws and regulations,nor will it allow the
Products or Software to he incorporated into other products or used to make direct products thereof that are exported,reexported,used,or transferred in
violation of US.export control and economic sanctions laws and regulations.Buyer further affirms that such Products and Software will not he used,directly or
indirectly,in any application involving missile technology,nuclear proliferation,or chemical and biological weapons proliferation.Without limiting the foregoing,
Buyer will not nor will it allow third parties to,export,reexport,or transfer any Products or Software to any person or entity that is the target of U.S.sanctions or
is in Beene,Crimea,Cuba,Iran,North Korea,Russia,Syria,the prohibited areas in Ukraine including Donetsk Khoisan.Luhansk,and Zapodahahla,or any other
country or territory in violation of U.S.sanctions.
(b) Buyer shall he responsible for any broach of this provision by it and its successors and permitted asstgne,as well as its parents,of Bates,employees,
officers,directors,partners,members,shareholders,customers,agents,distributors,resellere,or vendors('Buyer Parties")and shall indemnify and hold
harmless Seiler from and against any claim,proceeding,action,fine,loss,cost expense(including attorneys'fees),damages,and penalties arising out of or
relating to any non-compliance with U.S.export control and economic sanctions laws and regulations by any Buyer Party.
(0) Bayer shah,upon regusatofSeiler,promptly provide all information necessary for Seilerto ensure compliance with US.export control and economic
sanctions laws and regulations,Including but not limited to information related to endesere,end-uses,and destination countries.
23_ SPECIAL CONDITIONS FOR PRESSUREVESSELS
For installation,repair,or maintenance Services on existing pressure vessels,piping and equipment the following she!!apply:
(a) Unless otherwise agreed and stated in the Agreement Buyer shall he responsible for:(I)physically disconnecting and isolating vessels and equipment
being repaired from existing piping and electrical power before Seller or any of Its subcontractors sort the Services,and take adequate precautions that
re-connection and resumption of use does not take place until the Services are completed,and(IQ emptying the vessels and piping and freeing them from any
toxic or harmful substances before the Services begin so that tie vessels and piping ars safe for Services to begin.Buyer she!l maintain the area entirely free of
combustible,toxic and asphyxiant substances and provide fare protection serves until the Services are completed;
Page 7 of 9
ANDRITZ Separation Inc. Remit to: Wire instructions:
1010 Commercial Blvd.South ANDRITZ Separation Inc Nordea Bank Abp
Arlington,TX76001 USA Dept 0312 New York Brach
P.O.Box 120312 SWIFT:NDEAUS3N
Tel:+1 R17)4855611 Dulles,TX 75312-0312 Account:8879433001
Fax+1 817 4B8v9961 Federal Tax ID Number:59.3773483 ABA 0 26 010 786
AWJRNL
Our quote no: 21220349
(b) If the Services are on an existing vessel or existing piping,the Buyer is responsible for determining the prior condition of the portion of the vessel or
piping not involved In the Services,and its ability to withstand the Services and any tests that may be necessary;
(c) Buyer shall also be responsible for evaluating the effects of prior use of the vessel or piping upon structural adequacy,and the suitability of the vessel
or piping for the service intended when the Services are completed;
(d) Seller has no obligation to provide any inspections*tests,and Buyer tabs full responsibility for all necessary Inspections and tests,including but not
limited to,selection of testing personnel,type,location,frequency,and severity of any inspections and tests and all test results at any stage*the Services;
(e) Upon request of Seller,Buyer shall provide Seller with the history of the vessel,a statement of the tests to be performed and a statement of the
proposed use of the vessel after completion of the Services,and
(f) if repairs are required:(I)Buyer will provide an Authorised inspector(1t11 who will determine the scope of the Services to be done;(II)Seller will provide
Buyer with a proposed Quality Control(OC' package specifying the methods and procedures that Seller will follow in performing the Services specified by the
Buyer;(ID)the proposed QC package is subject to approval by the Buyer,and such approval must be provided before Services commence;(Iv)after approval of
the QC package,the Services shell be done in accordance with the QC package.At the option of the Al.held points may be established for inspection during the
course of the Services;and(v)upon completion of the Services,the Al shall inspect the Services and provide a signed acceptance that they have been completed
in accordance with the QC package.Such acceptance by the Al shall establish completion of the Service.
24. TECHNICAL ASSISTANCE
Technical Assistance means that Seller's technician(s)and or engineer(s)will assist Buyer during the performance of Buyer's site work in the interpretation of the
related procedures provided bySeller.When providing Technical Assistance,Seller will not be required to supervise or coordinate Buyer's labor force,perform
measurements.complete or ensure the accuracy of quality control documents.or ensure the orderly sequencing of the site work,but Seiler will advise Buyer of
any nonconformance as recorded on the quality control documentation completed by Buyer,and counter sign such quality control documentation to confirm
correction of such nonconformance.Notwithstanding the above or any other provision of the applicable Purchase Order,Seller shall have no authority,
responsibility,liability or control over Buyer's or its suppliers'activities(and performance thereof),schedule and labor force,including for the execution,quality
and/or workmanship of any installation services or site work.Therefore,Seller will not be responsible for the installation labor and Seller will not he liable for the
quality and/or workmanship of the site work.
Y3_ GENERAL
(a) Seller represents that any Products or parts thereof manufactured by Seller will be produced in compliance withal!applicable federal,state and local
laws applicable to their manufacture and in accordance with Seller's engineering standards.Seller shall not he liable for failure of the Products to comply with
any other specifications,standards,laws or regulations.
(b) This Agreement shall inure only to the*melt*Buyer and Seiler and their respective successors and assigns.Any assignment of this Agreement or
any of the rights or obligations hereunder,by either party without the written consent of the other party shall be void.
(c) This Agreement contains the entire and only agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and
written understandings between Buyer and Seiler concerning the Products and/or Services and any prior course ofdealings or usage of the trade not expressly
incorporated herein.
(d) This Agreement may be modified,supplemented or amended only by a writing signed by an authorised representative of Seiler.Seller's waiver of any
breach by Buyer of any terms of this Agreement must also be in writing and any waiver by Seller or failure by Seller to enforce any of the terms and conditions of
this Agreement*any time,shall not affect,limit or waive Seller's right thereafter to enforce and compel strict comp)lance with every term and condition hereof.
(e) The invalidity or unenforceabiiiy of any provision of this Agreement pursuant to applicable law shell not affect thevalily or enforceability of the
remaining provisions and this Agreement shall he construed as if it did not contain the provision held invalid or unenforceable.
(f) All terms of this Agreement which by their nature should apply after the cancellation,completion or termination of this Agreement,including,but not
limited to,Paragraphs 4,13,1T and 20,shall survive and remain fully enforceable after any cancellation,completion or termination hereof.
(g) (I)ifSeller's office Is located in the United States,this Agreement and the performance hereof will he governed by and confined according to the laws of
the State of Georgia.
(Ica if Seller's office is located In Canada,this Agreement and the performance hereof will be governed by and construed according to the laws of the Province of
New Brunswick.
(h) (I)in the circumstances of g(i)above,any controversy or claim arising out of or relating to this Agreement,or the breach hereof,or to the Products or
the Services provided pursuant hereto,shall be definitively settled by arbitration,to the exclusion of courts of law,administered by the American Arbitration
Association('RM")in accordance with its Construction industry Arbitration Rules in force at the time this Agreement Is signed and to which the parties declare
they will adhere(the'AAA Rules'',and Judgment on the award rendered by the arbitrators)may be entered in any court having Jurisdiction over the party against
whom enforcement is sought or having jurisdiction over any of such parry's assets.The arbitration shall be conducted in Atlanta,Georgia by a panel of three
members,one of whom will be appointed by each of Buyer and Seiler and the third of whom will be the chairman of the panel and will be appointed by mutual
agreement of the two party appointed arbitrators.All arbitrators must be persons who are not employees,agents,or former employees or agents of either party.
In the event of failure of the two partyappoinbd arbitrators to agree within 45 days after submission of the dispute to arbitration upon the appointment of the
third arbitrator,the third arbitrator will be appointed by the AAA in accordance with the AAA Rules.In the event that eiter of Buyer*Seller fans to appoint an
arbitrator within 30 days after submission of the dlapute to arbitration,such arbitrator,as well as the third arbitrator,will be appointed by the AAA in aoocrdanoe
Page 8 of 9
ANDRITZ Separation Inc. Remit to: Wire instructions:
1010 Commercial Blvd.South ANDRTZ Separation Inc. Nordea Bank Abp
Arlington,TX78001 USA Dept 0312 New York Brarvh
P.O.B0 E 120312 SWIFT:NDEAUJ33N
Tel:+1(817�4855811 Dales,TX 75312-0312 Account:8879433001
Fac+1 817 4B8v9961 Federal Tax ID Number.59.3773483 ABA:0260107813
AWiRiTL
Our quote no: 21220349
with the AAA Rubs.
(II)in the circumstances of g(II)above,any controversyor claim adsing out of or relating to this Agreement,or the breach hereof,or to the Products or the
Services provided pursuant hereto,shall be definitively settled under the auspices of the Canadian Commercial Arbitration Centre('CCAC),by means of
arbitration and to the exclusion of courts of law,In accordance with Its General Commercial Arbitration Rules In force at the time the Agreement Is signed and to
which the parties declare they will adhere(the'CCAC Rules"),and Judgment on the award rendered by the arbitrators)may be entered in any court having
Jurisdiction over the party against whom enforcement Is sought or having Jurisdiction over any ofsuch party's assets.The arbitration shall be conducted In Saint
John,New Brunswick by a panel of three arbitrators,one of whom will be appointed by each of Buyer and Seiler and the third of whom will be the chairman ofthe
arbitral tribunal and will be appointed by mutual agreement ofthe two partyappointed arbitrators.All arbitrators must be persons who are not employees,agents,
or former employees or agents of either party.In the event of failure of the two partyappointed arbitrators to agree within 45 days after submission either dispute
to arbitration upon the appointment of the third arbitrator,the third arbitrator will be appointed by the CCAC in accordance with the CCAC Rubs.In the event that
either of Buyer or Sefbr faits to appoint an arbitrator within 30 days after submbson of the dispute to arbitration,such arbitrator,as well as the third arbitrator,
will be appointed by the CCAC in accordance with the CCAC Rubs.
(I) in the event this Agreement pertains to the sale of any goods outside the United Stabs or Canada,the parties agree that the United Nations Convention
for the international Sale of Gonda shall not apply to this Agreement.
(J) The parties hereto acknowledge that a French copy of this Agreement was available and have expressly required that this Agreement be drawn up in
English.Len parties aux pntaentes reconnabsent qu'une copse en franyale de la urbane convention Start disponible et ont eopressdnrent merge quo la pnisente
convention soft ntdlgee en angfab.(k)if Sellers office is located in Canada,the following shall apply:Personal information means information that can directly or
indirectly identify a natural person('Personal information").With respect to any Personal information disclosed by the Seiler to the Buyer,the Buyer shall
energies diligence,shall wethe Personal information exclusively for the purpose disclosed,and shall at all times he In compliance with all appllcabb laws and
regulations related to privacy,dab security anrYor oth revise related to the processing,storage,protection,transmission,use,destruction,andror disclosure of
data.if the Buyer Identifies or is made aware ofa aybewesurity or data privacy breach(each a'Privacy Inekbnt J involving Personal information dbcioned bythe
Seiler under this Agreement,the Buyer shall notify the Seiler by smelling LegaiSarvkes Canadagandritzwm no later than ion(10)business days after learning
VMS Privacy incident.The Buyer shall,within reason,provide a clear and conebe description of Ore incident to tite Seller and take the appropriate precautions
consistent with applicable law and industry practice available to minimba any potential impacts to the Seller.The Buyer also agrees that it will cooperate with the
Seiler%investigation or questioning of the breach or incident.Upon the earlier of the Sellers written request or upon termination or expiration of the Agreement,
the Buyer shall either return to the Seller or irretrievably delete(if possible)the Personal information provided by the Seiler.
Please do not hesitate to contact us if you require further information.
Yours sincerely
Andritz Separation Inc.
Aknowledgement of order Date/Signature
Page 9 of 9
ANDRITZ Sepereyon Imo Remit ter Wire instantens!
1010 Commercial Blvd.South ANDRTZ Separation Inc. Nordea Bank Abp
Arlington,TX78001 USA Dept 0312 New York Branch
P.O.Scot 120312 SWIFT:NDEAUS3N
Tel:+1(817)4855811 Dalian,TX 75312-0312 Account:8879433001
For.+1 817 4ti6-3951 Federal Tax ID Number.59-3773483 ABA:026010786
Wichita Falls,TX Frame Inspection Armond°Alvarado
AEN 400472096 Product Specialist
Serial No.95142 Andritz E&E
During the disassembly of our Belt Filter Press(BFP),our Andritz Field Service Technician
uncovered extensive corrosion on the internal side of the frame members.This corrosion
wasn't visible until we disassembled the BFP,which is why it went unnoticed previously.
Upon discovering this issue,we immediately put a hold on the project to allow our Product
Specialist to evaluate the condition of the affected frame members.After a thorough
assessment,we have the following recommendations:
For the intermediate frame and cross members that are severely corroded,we recommend
immediate replacement.This is crucial to ensure the integrity and safety of the BFP. For the
remaining frame members,we suggest sandblasting and re-galvanizing to prevent any
further corrosion.Please note that the new and re-galvanized frame members will not be
painted with Andritz yellow epoxy.
Below are the additional frame members that require replacement.
• Intermediate frame members#5R&6L
• Gravity Zone Support Beams 3ea#11
• Frame Cross Members Support Beams 2ea#10
WichitaFrame Inspection Falls,TX Armond()Alvarado
AEN 400472096 Product Specialist
Serial No.95142 Andritz E&E
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WichitaFrame Inspection Falls,TX Armond()Alvarado
AEN 400472096 Product Specialist
Serial No.95142 Andritz E&E
Extensive corrosion on frame crow
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