EFTA00808001.pdf

TSG Water Resources (USVI), I nc. 6501Red Hook Plaza TSG Making Every Drop Count Suite 201 St. Thomas, VI 00805.1306 Phone: 340.513.0447 www tspwaler corn Customer Information •• QUOTE ONLY-DO NOT PAY •• Name: Little St. lames Quote X: 50.2017.003 Attn: Daphne Wallace/Anna Rodriguez Date: 5/11/2017 Address: 6100 Red Hook Quarters B3 Customer Code: SO-204-99 St. Thomas USVI USA RFQ 50.2017-05.11.1 00802 Phone: TSG Contact: Kim Doll Fax: Terms: All Amounts Are in US$, Payment Due Prior to Commencing Work or Orderbig Parts. Pricing is Validfor 30 Days. See Detailed Terms and Conditions Attached with this Quote. QTY Description Unit Cost Extended Cost 1 Remove and Replace Wheatley 110O HP 65,000.00 65,000.00 Pump Purchased From Other Vendor. Includes:2 Technicians Onsite 1 Day • Travel, Air, Lodging Incidentals • Misc. Parts and Consumables if additional days onsite ore required, will be charged @ rate of $1,500 per day per technician. To be installed week of May 22, 2017 1 One Day Onsite SWRO Plant Evaluation $2,500.00 $2,500.00 and Operations Review. Includes: • 2 Senior Evaluators • Comprehensive Evaluation Report • Proposal for =Services To be conducted week of Jun 12, 2017 LS.l willprovide: Technician/Operator to Subtotal 67,500.00 ossit, Engine Hoist, and Forklift or Bobcat to Shipping & Handing move pump, Disposal of oldpumps andparts. Taxes Quote Total $7,500.00 Florida • US Virgin Islands • British Virgin islands - Anguilla - Turks & Caicos - Bahamas - Mexico Making Every Drop Count! tll EFTA00808001  -4 visa ..vim We are now accepting credit card payments. EFTA00808002  GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOON 1. Applabilly. These terms and =dims ofsale (these 'Tema') are he only terms which awn the sale of the goods (Toads') by TSG Water %souses, kr.. a George corporation. or any d its absidaries or ablated companies (each maybe mimed to as 'Seller, b the toyer indkated cri tte invcice abched hereto (Buyer). The acccmpaeirg invoioa (the end these Tern (cdlectively. tis'Agreement) comprise he entire agreement beaten the pales. and supersede al pior a contemporareous mderstandirgs. agreements. negotiations. repese-dations aid warrades andccmnurrications. both widen end cral.These Terms prevail over and Buyer's gererd tams and condtions d puchase regardess whether or Mien Buyer has subnitted its pachese order a such tarn. Futlitnent of Buyer's order does rot =Abe acceptance of any of Euyees terms and condtions aid does net sense to modify°, amend the Tern. 2. Defway. a. The 9:ace sill be deliveredwhin a rebored° lime ater the receCt of Dryer's purchase crder. subjed b avalatility d Gads. Seller shell not be labia for any delays,loss or damage in transit. b. i Sella is responabe fa shipping the Goods Seiler shall deliver the goods $3 he Iccation provided ai the Invoice. provided that if no beaten is spaded co the hvcice. Senor shed delver the Goals to Buyer's est known address 'such location he 'Delany Point') using Seller's slardard methods for packaging and shipping such Goods. If Buyer a responsble for slipping the Goods, the Delrary Pcint shell be Seller's kicky 'crated A 2401 NE 18th Terrace Suite B. Gainesville. FL 326(0. Buyer stall lake delirery of to Gcods A the Delivery Roil. Buyer shal be responsible kr all loading costs and poviie rewired and Ithor reascntly suited ter recap' d be Cads at De Deliiery Pant C. Seger rrey. in Is sole duration. vrithoul labilty or penalty. make partial shipmerts of Goods to Buyer. Each s tipment will tonalities a separate sale. aid Euyer shall pay for the units slipped 'Anther nth &lament is in *tide or partial ft/fitment d Buyer's purchase order. d. 'nor ary [Basco Buyer fails b accept delivery d any of be Gcod s on the deb fcced pursuant to the Inwice or Sella's ndielletthe Gant have been delivered at he Dearer? Pdnt a if Sella is untie b thaw the Goods A the Ddivery Pohl on such date tease Baer has not presided appoprideinstudions. documents. licenses or aultorizdions: (i) rek of loss b tte Goods dell pass b Buyer: (B)he Goods shdl be deemed to hest hem delivered:and (ii$ Seler. at its option may store the Goods nail Buyer oaks them tp. whereupon dryer shell be bade br al raided one aid expenses (ndudirg,wihote Initiation. storage aid insurance). 3. Shiocina Terms. The Gccicts shdl be slipped in accordanceantis 'mice: provided. hotever. tat all shipments. unless othenvise robed cn Sdlefs hvoice. an FOB Sebes tidily located at 2401 NE 18m Terrace. SUN B. Ganesitile. R 32609. 4. Tide and Risk d loss. Title aid risk of loss passes b Shyer opal ddiveryof the Goods al he Delivery Pohl. As collateral sandy for the payment d be cureless price of the Goods, Buyer hereby garb to Seller a lien cn and security interest in and b all d the right. lite and blared ofBuyer in. b and under he Goeds.wfierever Caned and whether row existing or hereafter ;rising or acquired tan time b Dona and M ell accession thereloand replacements or malacations hereof. as well as all proceeds (incadhg insurance proceeds) oft* forego:ins. The seedily Merest gaited under the provider, combats a purthase morey security interest under he Fbrida Uniorm COMMAS Coda 5. Amended and lAodfication. These Teens may city be aneroid or modified in a writing which wecifcally stales hat it emends these Teem end simed by an authorized represedatived oath arty. 6. Inspecion aid Reectbn of Norconformino Goods. a. Buyer shdl inspect he Goods upon receipt.Buyer willbedeemed $3 have accepted the Goods unless it notifies Sdler n writing d my ttionemforming Goods within five (SI days ofreceipt and ftmalies such writen arida-mea other docarentatien as rewired by Seller. 'Nonconforming Goodrmeans myhe folbvrirg: modal shipped is differenttlem idenllied in Buyer's purchase ceder; a (4) erodes label or peckagng icocrecdy identifes its carrells b. If Buyer *may rotities Seller d any Noncathming Goals. Seller shdl. inits sole discrehm. (i) replace such Nonconforming Goods with confcrmirg Goods. or (i) aedta rehnd he Price br achNonombming Goods. together with any reasoratie shippirg and handing expenses incurred by Buyer in armee:bonthereat. Al Solar'sexpense. Buyer shdl ship. at its risk of Os. the Noncariorming Goads to Setaes1wilily barbed al 24011E l&h Terrace. Sule B. Ganosvile. FL 326)9. If Seiler exercises ils option to replace Nenconformng Coeds. Seller shal. Ater [Kornis dryer slipmentof Noracebrmiig Coeds. slip to Buyer. at Gaye fs expense aid risk of los. he replaced Gcods to lb Delirery PPM. C. Buyer adinowleiges end agrees that the remedies set forth M Seam 6(b) an Buyer's exdtaive remedies kr the deliveryof Norambrming Goods. Except as prodded once Sedim 60). all saes of Gocds to Buyer are nude cn a cheesy basis ard Buyer has no right to returnGoodspuchased under His Agreerrentto Saler. 7. Pia. a. Buyer shall purchase theGcods from Sella- at the frees (the 'Prices, set forth on Selert b.Al Prices are exclaimof dl sales, use and exekettares and calms dubs ard any oter simaar totes. dubs end dines d a,ykid imposed by any Govermiertal Aullorty on any annuls pasble by Buyer. Uriss otherwise specificallystated to the ember), on Seller's Imvice. Buyer shell be responsble ter all such dirges, costs and tares; provided that, Baer shell not be respaside la any taxes imposed on. or 'AT respect b. Selina incoma rthenues gross receipts. personnel or real a persorel property a other assets d 8. Parnell Terms. a. Buyer normally wakes payment inadvaice. Shoutl Seller extend terms b Buyer. Buyer shall pay dl invoked amounts due 63 Seller whin be time provided ai he Invoice movidged that in the evert no lime is set brti,Buyer shell pay all such invoiced arnouth tponrecebt al Seller's inch. Unlessotherwise specificaty slated b the contay on SebesInvoice. Buyer shat make dl payments hiretnder by wire hosier in US dolars. b. Sold Buyer hare termsMt Seiler. Buyer shall pay flared on dl late payments al the lesser of go rated 1.5% per math or the aghast rale permissible under appliable law. calculated dill( and ccmpourded frond*. Buyer shall also reimburse Seller for al cats inc coed in wading my tale paymerts.indudirg. witted attaneys* lees. In aidtbn b al ether samedes avaiatte Lode Mese Terns a at law (which Seller does rot waive by the exercise of arty rigNs herander). Soler stall to entitled tosuspend the &limy of any Goods if Buyer fails topay any amotnts when the hereunder aid such blue conithers for en (10) clays fdlowhg written robe thereof. C. Buyer shall notwithold papnert of any mounts due end peyatle try reason of any set-off of any daim or dsptlewith Soler. 9. !jihad Warmly. a. Sdler wane% het al materials and ethipment 'misted urder Agreement wa be now. Imes otherwise specified. and ii conkrmance with Buyer's parchase order. With reaped toany comporents or otter dems of equipment prorided bySeder as to which the mamedunar provides a written warmly. Buyer shall rely solely upon said wananty. prodded however. that Seller shell assist Buyer with rasped b arty daim of Barer upon any such varra-dy. Saler shal and does hereby assign to Buyer al wraiths of all ma-rufachrers and suppliers. Sear blur wands that the Goods vril conform to tiePurchase Cedar amid no warenty is worded by a manufadurer.will be free horn defeds in materias and workmaiship fa a period d one year from the date of shaman'. Tees warranty exduces arty damage or elated caused by dose. modficaiors rot accented or armored mwribng by Saler. improper or insufftent mailman:a aid improper operalon a normal wear and tear. Buyers soleand exclu she remedy br a breech of this warmly shal be he repair or replecemeit d the Goals in Seller's sde aviation Payer shall be responsitie for all costs of slipping and br ell ddies. taxes aid one assodated with the imporlatim and exportationof Goals in commicri with this warranty. h ride for an item to be considered under thiswarranty. Buyer shall return to Saler he tan as b Midi a warranty darn's being math at Buyer's sole eopense. f Saler determhes that the item is covered by this wanarly. Soler shall replace a repair to item in Seiler's sde Else *ionand pcmptly provide the item 63 Beer. Any °nate elocr required for the naintallaron a emir of any item amared by His warranty shall be prodded by Buyer. OTHER THAN AS SPECIFICALLY SET FORTH HERBN, SELLER HAMS NO WARRANTY, EXPRESS OR IVIED, WITH RESPECT TO THE GOODS; SELLER DISCLAIMS ANYWARRANTY OF IERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE; AND SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN CONNECTION THEREOF. 10. Linitelion d tardily. a. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUBMAL, INDIRECT, INCIDENTAL, SPECIAL, ECBAPLARY, OR PUNITIVE DAMAGES. LOST EFTA00808003  PROFITS OR REVENUES OR DIMNUTION IN VALUE ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS. WHETHER OR NOT THE POSSBIUTY Cf SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE By BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER. REGARDLESS OF THE LEGAL OR EQUITABLETHEORY (CONTRACT. TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. AND NOTWITHSTANDING THE FAILURE Cf ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. b. IN NO EVENT SHALL SELLERI AG GREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT. WHETHER ARGING OUT OF OR RELATED TO BREACH OF CONTRACT. TORT (INCLUDING NEGLIGENCE) CR OTHERWISE EXCEED THE TOTAL OF THEAMOUNTSPAID TO SELLER FOR THE GOODS SOLD HEREUNDER. 11. Cancellations and Reams. Once a Purthase Coder has been =vied by Seller ard Sere's invoke has been issued. cancellation of sale try Wye is rot permitted and attempted canoalaion will be void. Further. tie rehrn of Goals by Buyer b Seller we nd be permitted vdthad SelerS prior written authorization. 12. Corndiance with Lax. Buyer shell comply with all al:pleads laws. regdations and ordnance.Buie shal neintain in effed al he Imams. permissions. autheizaims. °onset ard permits get i needs to carry out its otfigators under his Agreement Buyer Mal amplywith al anal and importlaws of allcountries nvotrei in the sae of the Goods under this Ageerned a any resale of he Goods by Shyer. Buyer assumes al responatility for slipmmts of Goods recairhg any goverment impel cbarance. Seller may tiermirele the Agsemert if any governmental authority imposes addenpiag a ccuntensing oldies or any other penalties on Goods. 13. Terrrindien. In Mellon to any remedies that may be prcnided under these Terms. Seller may termirele tlis Agreement with immediateeffect upon widen ndice b Wyer. if Buys-. ()) has to pay any amotntaben due under this Agreemert cr any other agreemert between Buyer and Seler a my other agreemert between Buyer and Saler. (ii) has nd otherwise performed or conplied with any of these Terms. in ands or in pad: or (ii) becomes insetrert. files a pediat for banknote,/ cr commences or has commenced against I pocealirgs rehing to ban krtptcy. receivership. rouge-ideal:on or assignmentfor the bendi of aorta:as. 14. Wake. No waiver by Seferolary d the ponsian°leis Agreement is Olsen, unless coati* set firth in writing ard sigred by Seller. No failure to 'mortise. or delay h emdsing. any roph. remedy. paver or prnilege aisirg from this Agreemert epeetes or mai be construed as a waver heed. No single or partial exercise of any right. remedi.poseror pivilege hereunder precludes any other or further exerdse heed a the exercise of any other right remedy. paver or printege. 15. Force Ali tire. Seiler shall not be liable a responsbe to Boyer.na be Seined to has damned or breached this Agreenert.br any bare a &by in fulfilIng cr pedamtng any term d this Agreemert Men and b the extort rat Were or delay is cased by or results horn acts a Crcumsbrces beyond the reasonable were) of Saler inducting. without limratat ads of Gal.flood fire. hunicana eats:pa/a excosm,garenmenbladims. var.invasion or hostilities (Mather war is decbred or not). terrorist thresh or act. rtit or other coil unrest. netima emergency, revolution. insured,,. epidemb.lock-outs. strikes or diver labor disputes (whether or rot relating to ether party's workforce). or restraints or delays affecting caries or inatdity a delay in dialing supplies al adequate or suitatie MAWla s. matelots a tdecenmurication treekdom or power wbge. agreed hat if the emelt in question continues fa a cortinJous period in excess of tiny (30) days. Buyer dell be entitled logne nofice in ening b Seler to terminate the Agreement 16. Assignment Buyer shaft nd assign any d its rigida a delegate avoids obligations under tisAgesnert without the prbr wean consent d Sella. Any purpoled assignment or ddegdon h notation of this Salim is nul and void. No assignmert or debgaion relieves &lye of any of its otigations under this Agreenert 17. Retatiorstio of the Parties. The relationshg between the genies k MA of indepandert toreadors. Nothing weaned in his Agreement Mal be construed as creating any agency. partnership. joint roan or oiler form °EOM enterprise. angler/mentor hazier,/ relationship bebveen he parties. and neither party shall here aulhoribr b contract ter or bird the other party in my mama. whatsoever. 18. No Third-Pad Bendideries. This Agreement h for the see benefilof the parties hereto and heir respective successors ard permitted assgnsard nothing holein. morass°, inched is interded to or shall confer upcn any other persona witty are legs or Nailed° right benefit a remedy of any nature whatsoever urder cr by reason of these Terms. 19. Gorerring Lew MI mass ening ott of or Satire then Agreementare gone/led by ard construed in accordance Mb theintemal laws d the Slab of Florida. he parties agreeing tat the sale of Goods Gates in he State of Florida without Ore effect b any choice or solid of law pension or rub (whether d the Stale of Fbride or any other jurisdctioM fiat would cause to appiatiar of the less d any juisddion oter than hose of the Staled Florida. 20. Submisica b Jurisddhn. Any legs suit action or procealirg mak cut d or relating b his Agreement shall be haltered in Mefederal coals of the United Slates of Amerea or the courtsof the Slated Rada in each case located in ha City d Ganesnlle. and County d Alachua. and each petty irrerocatlystbmis b tte exdusinjuredction d such courts in any such sul. action a proceeing. 21. Notices. All notices. request cements. daime demands. waivers ard other canmuricatims hereurde (each. a 'Notice) dell be in aping and adtressed totte partiesatthe addresses set ben on the face d the hada, orb such other address blarney be desigreted by ha receiving mire in vniting. All Notes shall be Steered by persona detivery nation* reoogrized preflightcoolerNthall fees pre-mie), facsinile or email (with coif/ nation d transmission) or Dallied or registered mail (in each cesa ruin receipt requested. postage prepaid} Except as otherwise prodded in his kreenert. a Notes is effective orgy (a) upon magi al he receiving party. and (b) if the party giving he Ndice hes complied wth to requirements d his Section. 22. Severthigy. If any berm a proleion of this /teemed isinvalid, Mega or unentrceable in my jurisdiclon nthinvaldity. decidey or unederceablityshal notated anyone tumor provision of the Agreement cr inwlidaleor render unankrceatia such tremor provisbnin any other Misdition. 23. Sunival. Provisions d these Terms Mich by their nature shodd apply beyond heir terms wet remain ih face eller any terninalicn or expiration of thisOsier including tut not limited to the follomng provisions Compliance with Laws.Conldertelity. Governing Law. Sbtinissbn b Jurisdiction and Surged. EFTA00808004