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Home My WebLink AboutPR 22338: CHANGE ORDER NO. 1 FOR CENTRIFUGE REPAIR AT THE PORT ACRES WASTEWATER TREATMENT PLANT City of ort rt{tur fetus INTEROFFICE MEMORANDUM Date: March 31, 2022 To: The Honorable Mayor and City Council Through: Ronald Burton, City Manager From: Calvin Matthews, P.E., Water Utilities Director RE: PR 22338 —Change Order No. 1 for Centrifuge Repair at the Port Acres Wastewater Treatment Plant Introduction: The intent of this Agenda Item is to seek City Council's authorization for a change order for the repair of a centrifuge for sludge removal. Per Resolution No. 21-432, Alfa Laval of Houston, Texas was chosen to repair the centrifuge in the amount of $32,600.00. Upon breakdown of the centrifuge, additional repairs to the centrifuge were found to be necessary. On January 12, 2022, an emergency memo was signed by the City Manager for an additional $4,761.80 to prevent the delay of the repair with a projected budgetary impact of$37,361.80. Funds are available in Account No. 410-40-225-5318-00-00-000, Equipment Maintenance. Back5round: The Port Acres Wastewater Treatment Plant has a large Alfa Laval centrifuge to process sludge at this facility. The estimated cost of this unit is $1,000,000, and has been in service for the last 9 years, and occasionally requires repair. There are no Port Arthur vendors that provide this specialized service. This is the only vendor in Texas that makes these repairs; the next closest vendor is in Pennsylvania. Budget Impact: The original estimate of the repair was $32,600.00. Change Order No. 1 is for an additional $4,761.80 for a total projected budgetary impact of $37,361.80. Funding is available in Account No. 410-40-225-5318-00-00-000, Equipment Maintenance. Recommendation: It is recommended that City Council approve PR No. 22338, authorizing Change Order No. 1 for the additional repairs to the centrifuge at the Port Acres Wastewater Treatment Plant. "Remember,we are here to serve the Citizens of Port Arthur" PR No. 22338 3/31/22 bw Page 1 of 3 RESOLUTION NO. A RESOLUTION RATIFYING THE CITY MANAGER'S DECISION TO APPROVE A CHANGE ORDER BY ALFA LAVAL, OF HOUSTON, TEXAS FOR ADDITIONAL REPAIRS TO ALFA LAVAL CENTRIFUGE AT THE PORT ACRES WASTEWATER TREATMENT PLANT, INCREASING THE AMOUNT FROM $32,600.00 BY $4,761.80 TO A NEW TOTAL AMOUNT OF $37,361.80; FUNDING IS AVAILABLE IN WATER UTILITIES ACCOUNT NO. 410-40-225-5318-00-00-000, EQUIPMENT MAINTENANCE. WHEREAS, the Port Acres Wastewater Treatment Plant uses a centrifuge to process sludge that has become inoperable and is in need of repair; and, WHEREAS, per Resolution No. 21-432, Alfa Laval of Houston, Texas was chosen to repair the centrifuge in projected budgetary amount of$32,600.00; and, WHEREAS, the procurement was authorized pursuant to Section 252.022(a)(3) of the Texas Local Government Code,because of the unforeseen damage to public machinery,equipment or other property; and, WHEREAS, during the centrifuge's tear down process, additional damages were found and deemed necessary to have repaired; and, WHEREAS, on January 12, 2022, the City Manager signed an emergency memorandum, attached hereto as Exhibit"A", approving the change order for an additional $4,761.80 to prevent the delay of the repair. NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT,the facts and opinions in the preamble are true and correct; and, THAT,the City Council of the City of Port Arthur hereby approves and ratifies the change order for the additional repair to the centrifuge by Alfa Laval of Houston, Texas, for a total projected budgetary impact of$37,361.80 (Exhibit"B"); and, PR No. 22338 3/31/22 bw Page 2 of 3 THAT, this project will be funded by the Water Utilities Account No. 410-40-225-5318- 00-00-000, Equipment Maintenance; and, THAT a copy of the caption of this resolution be spread upon the minutes of the City Council. READ, ADOPTED AND APPROVED THIS day of 2022 at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor ; Councilmembers: NOES: Thurman"Bill" Bartie Mayor ATTEST: APPROVED AS TO FORM: -e_f✓c0 ) Sherri Bellard Valecia Tizeno City Secretary City Attorney APPROVED FOR ADMINISTRATION: Ronald Burton City Manager PR No.22338 3/31/22 bw Page 3 of 3 Calvin Matthews, P.E. Water Utilities Director APPROVED AS TO AVAILABILITY OF FUNDS: ��l�t 1 L.0 � n l pQ GA ft I-- Kandy Daniel Interim Director of Finance I (, , - Cli'on Williams,CPPB Purchasing Manager Exhibit "A" (Emergency Memo) �.\t511;111// 4i� l City of - ort rthur Texas INTEROFFICE MEMORANDUM UTILITY OPERATIONS DEPARTMENT-WASTEWATER TREATMENT DIVISION Date: January 12,2022 To: Ronald Burton, City Manager From: Calvin Matthews, P.E., Water Utilities Director ! Hani Tohme, P.E., Golden Triangle Consulting Engineers Consultant 147( RE: Emergency Memo - Wastewater Treatment Plant Centrifuge Change Order The Port Acres Wastewater Treatment Plant (WWTP) has a nonoperational centrifuge, which has been approved for repair by Resolution No. 21-432 for $32,600.00. After breaking down the centrifuge for diagnostics, there were $4,761.80 in additional repairs that are needed for a projected budgetary impact of $37,361.80. This memo is an Emergency Request to get the equipment back up and running in order to be able to remove sludge from the WWTP to stay in compliance with our TCEQ Permit. A resolution will be provided to Council to ratify this emergency memo. I,Ronald Burton, hereb authorize this emergency repair. City Manager "Remember we are here to serve the Citizens of Port Arthur" P.O BOX 1089 -PORT ARTHUR,TEXAS 77641-1089 •409/983-8101 -FAX 409/982-6743 Exhibit "B" (Quote) AUTHORIZATION TO REPAIR G2-75 Rotating Assembly SIN 5125949 with Gearbox SN P1438G21 AIL ref.: S-RH372483 order 0005023745 The total charge for parts, labor and expenses associated with this repair is: Original budgetary amount prior to arrival WITH freight $32,600.00 Change order amount per arrival & inspection customer $4,761.80 to supply Freight Total Amount with Change order $37,361.80 Freight: Upon approval customer advised they will supply freight The above price does not include in applicable taxes. This repair has an estimated completion time of 4-6 weeks, after receipt of order. Validity: 30 Payment Terms: NET 30 Days Warranty: Please execute the work authorization below and fax it to the number shown below. The equipment not approved for repair is subject to a service charge to cover the cost of disassembly, cleaning, inspection, quoting and repackaging. On occasion, more extensive damage is revealed during the course of the repair, in which case you will be contacted and advised of the possible impact to delivery and pricing. WORK AUTHORIZATION: Signing below is an authorization to proceed with the work described in the accompanying quotation. Authorized Signature: Date: Purchase order or Work order#: -> Email to the attention of Tom Cegielski at tommy.cegielskia.alfalaval.com & Marc Arquit at marc.arquitc alfalaval.com Classified by Alfa Laval as.Business Danny Thibodeauxr City of Port Arthur(Port Acres Site) S-RH3724783 SN 5125949 G2-75 12-9-21 Repair of G2-75 Rotating Assembly SIN 5125949 with Gearbox SN P1438G21 S- RH372483 order# 0005023745 Our report describing the condition of this equipment and advising the cost to repair is attached for your review. At the end of this document, you will find a work authorization form for your execution and return. If you have any questions, please do not hesitate to call me at 713-934-3166. Regards, Tom Cegielski Classified by Alfa Laval as: Business Danny Thibodeaux City of Port Arthur(Port Acres Site) tin\..,r\L S-RH3724783 SN 5125949 G2-75 12-9-21 DECANTER CENTRIFUGE SERVICE REPORT Alfa Laval - 10470 Deer Trail Drive, Houston, TX 77038 CUSTOMER ORDER NUMBER Port acres wwtp RH372483 MODEL NUMBER DATE RECEIVED SERIAL NUMBER LYM(400 11/01/2021 5125949 JOB SCOPE D.C.I.:Disassembly,Cleaning and Inspection of Decanter Centrifuge Equipment PIC I GEARBOX S/N 11111 image.jpg PIC I BOWL/CONICAL S/N PIC I LARGE END HUB S/N PIC I SMALL END HUB S/N - le • • A;,,,NT. image.jpg image.jpg image.jpg CRATE DAMAGED ON ARRIVAL EQUIPMENT SECURED IN CRATE No No EQUIPMENT RECEIVED Receipt Completed By: Date Receipt Completed: Rotating Assembly with Gearbox S.B.Baldwin 11/04/2021 DECANTER CENTRIFUGE SERVICE REPORT Alfa Laval - 10470 Deer Trail Drive, Houston, TX 77038 Classified by Alfa Laval as:Business Danny Thibodeaux rN �r~ City of Port Arthur(Port Acres Site) Lc\ c\im S-RH3724783 SN 5125949 G2-75 12-9-21 REPAIR SUMMARY G2-75 Rotating Assembly S/N 5125949 with Gearbox SN P1438G21 A/L ref.: S-RH372483 order 0005023745 ASSESSMENT Your G2-75 Rotating Assembly has been received.The Rotating Assembly and gearbox have been disassembled, cleaned and visually inspected to determine their present condition. Based on current OEM dimensions and standards,we recommend the following repairs. BASIC REPAIR Description: Disassembly, cleaning and inspection of Pillow blocks assemblies, and balancing the conveyor. Replace all bearings, seals, o-rings, gaskets, damaged hardware, spacers, and lubricants in Rotating Assembly and gearbox with genuine Alfa Laval replacement components Balance bowl assembly to OEM specifications if Final inspection and prepare for shipment See attached sway report for pictures of disassembly/Inspection—Upon approval the sway will be updated during the course of the repair for customer review: https://sway.office.com/JWIlmjfNWiaj6czW?ref=Link Conveyor: - Hardsurface worn in transition area 4 tiles damaged Slight wear in feed zone near carbides Slight damage to mating face for spline hub - Repair damage to hardsurface at transition & blend Replace 4 tiles Apply metal filler at carbides in feed zone Deburr& polish mating face for spline hub Conveyor Endpiece: - Slight polishing to seal diameter but acceptable - Deburr& polish part as needed Protecting Tube: - Acceptable - Use as is Note: Old style short protecting tube. If customer is having issues with overflow along feed tube & or small end conveyor bearing contamination/failure protecting tube can be upgraded per bulleting 9895 at an additional cost. Spline Hub: - Jacking screw broken off in part 0-ring sealing diameter worn Slight damage throughout part - Remove broken jacking screw& re-tap hole Chrome &grind 0-ring seal diameter Deburr& polish part as needed Small Endpiece: - 2 saddles broken Slight damage throughout - Replace 2 saddles re-gluing all Deburr& polish as needed Classified by Alfa Laval as: Business Danny Thibodeaux �{ City of Port Arthur(Port Acres Site) tunN.,,eNt. S-RH3724783 SN 5125949 G2-75 12-9-21 Large Endpiece: - Slight damage throughout - Deburr/polish hub as needed Conical Section: - Slight wear in discharge area - Weld/machine wear in discharge area & pilot diameter as needed Wear Ring: - Slight wear but acceptable at this time - Recommend hardsurface face & O.D. of wear ring Bowl Shell: - Slight damage throughout part - Deburr& polish as needed Misc. P/Block Components: - Slight damage to overflow rings, deflectors & guard. Guard has limited life due to corrosion - Deburr/polish overflow rings, deflectors & guard Gearbox Adaptor: - Slight damage - Deburr& polish Remove & replace grease fitting clearing grease channel Pillow Blocks: - Small end P/block housing cracked Slight corrosion in casing 0-ring seal area of large end P/block but acceptable - Replace rear P/block Remove & replace grease fitting in large end P/block clearing grease channel Pulley: - Slight corrosion on I.D. - Deburr& polish Remove & replace grease fitting clearing grease channel Spline Shaft: - Acceptable - Use as is Feed Tube: - Not Sent GEARBOX Torque Arm: - Excessive damage - Replace Cap: - Slight damage - Deburr & polish Classified by Alfa Laval as: Business Danny Thibodeaux JJ City of Port Arthur (Port Acres Site) S-RH3724783 SN 5125949 G2-75 12-9-21 Spline Cover: - Slight damage - Deburr& polish Front Cover: - Slight damage - Deburr& polish First Stage Cover: - Slight damage to bearing mating face - Machine face to remove damage completing spacer modification if needed Bearing Holder: - Bearing bore has step worn on it - Chrome & grind bearing bore Housing: - Slight damage - Deburr& polish First Stage Gear Assembly Sun Wheel Shaft: - Slight damage to torque arm area & rest of part - Deburr/polish torque arm area & rest of part as needed Sun Wheel Cap: - Cap seal diameter& pinion seal bore worn - Chrome/grind seal diameter& pinion seal bore worn First Stage Sun Wheel: - 2nd stage bearing diameter undersize - Chrome& grind 2nd stage bearing diameter Front Planet Carrier: - Acceptable - Use as is Toothed Sun Wheel: - Acceptable - Use as is Toothed Sun Wheel Cover: - Acceptable - Use as is First Stage Planet Gears: - Acceptable - Use as is First Stage Planet Shafts: - Slight damage - Deburr& polish Classified by Alfa Laval as: Business • ieNeN— Danny Thibodeaux `4 t.ri City of Port Arthur(Port Acres Site) S-RH3724783 SN 5125949 G2-75 12-9-21 Rollers 6119505002: - Replace as part of kit Second Stage Gear Assembly Second Stage Carrier: - Slight damage to both cages - Deburr& polish both cages Second Stage Planet Gears: - Acceptable - Use as is Second Stage Planet Shafts: - Slight damage to all shafts - Deburr& polish all shafts Third Stage Cage: - Acceptable - Use as is Third Stage Planet Gears: - Acceptable - Use as is Third Stage Planet Shafts: - Slight damage to all shafts - Deburr& polish all shafts This repair has an estimated completion time of 4-6 weeks, after receipt of order. Confirm with customer operating speed & lubricants Grease main bearings with OEM Lubricants: SKF Grease LGHP 2 PN 61203671-50 & conveyor bearings with Anderol PN 61203671-58 Gearbox oil merata 320 Customer to advise operating speed ??? RPM Classified by Alfa Laval as: Business Danny Thibodeaux 4 �r�ti City of Port Arthur(Port Acres Site) S-RH3724783 SN 5125949 G2-75 12-9-21 G2-75 Rotating Assembly S/N 5125949 with Gearbox SN P1438G21 A/L ref.: S-RH372483 order 0005023745 Part# Description Qty 6124386230 MAJOR KIT. 1 6124385001 DISC SPRING 1 6124004581 TILE ASSY, COBOLT 4 6119406885 SCREW 12 26008013 SCREW 3 6124380630 MAJOR KIT. 1 6119405161 SCREW 10 6123304503 NIPPLE 4 6124369301 BEARING HOUSING 1 6119405137 SCREW 10 6119406909 SCREW 8 6116721991 0-RING. 2 6123968131 REPAIR KIT 8KNM DD 1 6123704280 MAGNETIC PLUG 2 22364245 SNAP RING 1 22364245 SNAP RING 1 22364120 SNAP RING 1 6119445040 RING 2 6119406840 SCREW 8 6119405392 SCREW 9 6124585702 SEAL HOUSING 1 6124346005 TORQUE ARM 1 Classified by Alfa Laval as: Business TERMS AND CONDITIONS OF SALE These Terms and Conditions Apply to All Quotations, Orders, and Contracts for Alfa Laval Inc. Products (hereafter"Equipment"). As used in these Terms and Conditions of Sale, the word "Equipment" includes all hardware, parts, components, software and options. 1. ACCEPTANCE: Our sale to you is limited to and expressly made conditional on your assent to the terms and conditions of sale herein and, if applicable, on the attendant quotation, both of which form a part of this order and which supersede and reject all prior agreements, representations, discussions or negotiations, whether written or oral, with respect hereto and any conflicting terms and conditions of yours, or any statement therein, whether or not signed by you. We will furnish only the quantities and Equipment specifically listed on the face hereof or the pages attached hereto. We assume no responsibility for terms or conditions of, or for furnishing other equipment or material shown in, any plans and/or specifications for a project to which the Equipment quoted or ordered herein pertain or refer. 2. PRICES: Unless otherwise specified in writing, all quoted prices are firm for thirty (30) days from the date of offer. Stenographic, clerical and mathematical errors are subject to correction. 3. DELIVERY: Dates for the furnishing of services and/or delivery or shipment of Equipment are approximate only and are subject to change. Quoted lead times are figured from the date of receipt of complete technical data and approved drawings as such may be necessary. We shall not be liable, directly or indirectly, for any delay in or failure to deliver caused by carriers or delays from labor difficulties, shortages, strikes or stoppages of any sort, failure or delay in obtaining materials from ordinary sources, fires, floods, storms, accidents, or other acts of God or force majeure, by any statute, regulation, administrative order or decree or order or judgment of a court of law or other causes beyond our reasonable control. Unless otherwise specifically agreed in writing by us, in no event shall we be liable for any damages or penalties whatsoever, or however designated, resulting from our failure to perform or delay in performing due to any of the causes specified in this paragraph 3. 4. SHIPMENT, RISK OF LOSS, TAXES: Prices are in U.S. Dollars, F.O.B. Alfa Laval shipping point, unless otherwise noted. Duty, brokerage fees, insurance, packing and handling as applicable are not included unless otherwise noted. Our prices do not include federal, state, municipal or other government excise, sales, use, occupational, processing, transportation or like taxes now in force or enacted in the future. You shall pay any taxes we may be required to collect or pay now or at any time in the future (including interest and penalties imposed by any governmental authority), or any taxes you may be required to pay, that are imposed upon the sale, delivery or support of Equipment purchased or licensed as a part of this order, or you shall provide us with a tax exemption certificate acceptable to the appropriate taxing authorities. 5. CREDIT AND PAYMENT: Unless otherwise noted on the face hereof payment for Equipment shall be (30) days net. Pro rata payments shall become due with partial shipments. Any discount period which may be granted by us begins on the invoice date and all payments are due 30 days after the invoice date. All payments shall be made without deduction, deferment, set-off, lien or counterclaim of any nature. All amounts due not paid within 30 days after the date such amounts are due and payable shall bear interest at the lesser of 1.5 percent per month or the maximum rate of interest allowed by law. We reserve the right at any time to suspend credit or to change credit terms provided herein, when, in our sole opinion, your financial condition so warrants. Failure to pay invoices when such invoices are due and payable, at our election, shall make all subsequent invoices immediately due and payable irrespective of terms, and we may withhold all subsequent deliveries until the full account is settled. We shall not, in such event, be liable for delay of performance or nonperformance of contract in whole or in part subsequent to such event. 6. CANCELLATIONS AND CHANGES: Orders which have been accepted by us are not subject to cancellation or changes in specification except upon prior written agreement by us and upon terms that will indemnify us against all losses resulting from or arising out of such cancellation or change in specifications. In the absence of such indemnification,we shall be entitled to recover all damages and costs of whatever nature permitted by the Uniform Commercial Code. Classified by Alfa Laval as: Business 7. DEFERRED SHIPMENT: If shipment is deferred at your request, payment of the contract price shall become due when you are notified that the Equipment is ready for shipment. If you fail to make payment or furnish shipping instructions we may either extend the time for so doing or cancel the contract. In case of deferred shipment at your request, storage and other reasonable expenses attributable to such delay shall be payable by you. 8. EQUIPMENT WARRANTY AND REMEDY: (a)For new Equipment only, we warrant to you that the Equipment that is the subject of this sale is free from defects in design (provided that we have design responsibility), material and workmanship. The duration of this warranty is twelve(12) months from delivery to you (the "Warranty Period"). If you discover within the Warranty Period a defect in design, material or workmanship, you must promptly notify us in writing. Within a reasonable time after such notification, we will correct any such defect with either new or used replacement parts, at our option. Such repair, including both parts and labor, is at our expense. (b) For repairs, parts and service provided by us, we warrant to you that the repairs parts and service we provide to you will be free from defects in material and workmanship. The duration of this warranty is ninety (90) days from as applicable (i)the date the machine which required the repairs, parts or service is returned to you by us, (ii) the date of your receipt of the part, or(iii) the date of repair, if performed at your facility. If during this ninety day period you discover a defect in the repairs, parts or service you must promptly notify us in writing. (c) All warranty service is subject to our prior examination and approval and will be performed by us at your facility or at service centers designated by us. All transportation to and from the designated service center will be at our expense. If we are unable to repair the Equipment to conform to the warranty after a reasonable number of attempts, we will provide, at our option, one of the following: (i) a replacement for such Equipment, or (ii) full refund of the purchase price. These remedies are your exclusive remedies for breach of warranty. Unless otherwise agreed in writing by us, our warranty extends only to you and is not assignable to or assumable by any subsequent purchaser, in whole or in part, and any such attempted transfer shall render all warranties provided hereunder null and void and of no further force or effect. (d) We will use all reasonable efforts to obtain for you any manufacturer's guarantees or warranties for any sub-assemblies included in the Equipment. To the extent such warranties are assignable, we hereby assign to you all warranties that are granted to us by our suppliers of any sub-assemblies contained in the Equipment. (e) The warranties set forth above are inapplicable to and exclude (i) any product, components or parts not manufactured by us or covered by the warranty of another manufacturer, (ii) damage caused by accident or the negligence of you or any third party, normal wear and tear, erosion, corrosion or by disasters such as fire, flood, wind and lightning, (iii) damage caused by your failure to follow all installation and operation instructions or manuals or to provide normal maintenance, (iv) damage caused by unauthorized or improper installation of attachments, repairs or modifications, (v) damage caused by a product or component part which we did not design, manufacture, supply or repair, or(vi) any other abuse or misuse by you or any third party. 9. LIMITATION OF LIABILITY: In no event shall we be liable, and you hereby waive any claims against us and release us from liability to you, for any indirect, special, punitive, incidental, or consequential damages whatsoever based upon breach of warranty, breach of contract, negligence, strict tort, or any other legal theory. Excluded damages include, but are not limited to, loss of profits, loss of savings or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of any substitute Equipment, facilities or services, downtime,the claims of third parties including customers, and injury to property. This limitation does not apply to claims for personal injury. Some states do not allow limits on warranties, or on remedies for breach in certain transactions. In such states, certain of the limitations in this paragraph and in subparagraph 8(c) may not apply. 10. OWNERSHIP: All drawings, designs and specifications supplied by us have been prepared or assembled by us and are solely our property. Such drawings, designs and specifications have been furnished in order to provide full documentation and on the condition that they shall not be reproduced or copied in any manner whatsoever, in whole or in part, except for your internal use as necessary, and upon the further condition that, as our sole property, they shall not be used, in whole or in part,for furnishing information to others or for any purpose not specifically authorized in a writing signed by one of our corporate officers. These ownership provisions shall not be superseded by any printed form used in connection with or arising out of a sale induced by a proposal or otherwise. Classified by Alfa Laval as Business ,� n--' -ter ---t.r ...N------:;--- --- 11. PATENT INFRINGEMENT (a) We warrant that the Equipment in the condition sold to you is free of the rightful claim of infringement of any apparatus claims of any third-party U.S. patent issued as of the date of our acknowledgment and acceptance of your order, and we will defend, indemnify and hold you harmless from such claims; provided, however,we make no express or implied warranties of non-infringement and undertake no indemnification in respect of third- party rights where the alleged patent infringement is based upon or related to (i) any method, process or product claims in third-party U.S. patents; (ii) any combination of the Equipment with other equipment not supplied by us; or(iii) any modifications of the Equipment made by you and not approved by us. (b) You shall notify us within 30 days of your receipt of notice of an alleged third-party patent infringement claim that would entitle you to patent infringement indemnification pursuant to paragraph 11(a), and we shall thereupon assume defense of the claim at our expense. We shall have the sole right to settle or otherwise compromise such a third-party claim, including but not limited to the right to either(i) modify the Equipment to avoid infringement if you are agreeable to the modification, (ii) repurchase the Equipment from you at a price equal to the then-current fair market value of the Equipment, or(iii) secure rights by assignment or license to permit continued use of the Equipment. (c) If a third party charges us with patent infringement relating to Equipment sold by us to you,we shall have the right to either(i) modify the Equipment to avoid infringement if you are agreeable to the modification, (ii) repurchase the Equipment from you at a price equal to the then-current fair market value of the Equipment, or(iii) secure rights by assignment or license to permit continued use of the Equipment. If a third party charges us with patent infringement on the bases set forth in paragraph 11(a)(i), (ii) or(iii), you shall hold us harmless for all expenses and awards of damage assessed against us, and we shall also have the right to modify or repurchase the Equipment or to secure rights for continued use by way of assignment or license as set forth in this paragraph. (d) Our total, cumulative liability under paragraphs 11(a), (b) and/or(c) is limited to 100% of the price paid to us by you for the Equipment. 12. SAFETY AND HEALTH STANDARDS: The Equipment described herein (or on the specifications provided herewith) complies with applicable safety and health standards issued pursuant to the Occupational Safety and Health Act of 1970 (the Act) and in effect on this date as such standards are interpreted and understood by us. These standards may be amended and/or their meaning may be clarified prior to shipment or performance, and if such change or clarification requires changes in the Equipment described herein, we shall make the necessary changes available to you. You shall pay for any and all such changes at our prices therefor in effect at time of shipment or performance, as the case may be. Because actual compliance by employers with the Act is beyond our control,we cannot and do not represent that the use of the Equipment described herein, nor the location, installation or maintenance thereof,will comply with the Act or regulations and standards issued pursuant thereto. We make no representation of compliance with safety and health standards contained in any statute, regulations or ordinance of any state or political subdivision thereof applicable to the Equipment described herein unless you have notified us of the existence and contents of such standards and we have agreed in writing to the incorporation of such standards in the specifications relating to such Equipment. Nothing in this provision shall operate to modify or affect in any manner whatsoever our disclaimer of any liability for consequential damages contained elsewhere in these terms and conditions of sale. 13. INSPECTION: Upon prior written notice, you may make reasonable inspections of Equipment at our facility. We reserve the right to determine the reasonableness of the request and to select an appropriate time and location for such inspection. You agree to execute appropriate confidentiality provisions upon our request prior to visiting our facility. All costs of inspection shall be solely determined by us and shall be payable by you. No inspection or expediting by you at the facilities of our suppliers is authorized. 14. SOFTWARE PROVISIONS: If software is provided hereunder, you are granted a nonexclusive, royalty free license only for your use of the software provided with our Equipment. Under this license you may: (i) use our software in machine readable object code only and only with the Equipment provided; (ii) copy our software into any machine readable object code form for back up purposes in support of your use of our software on the Equipment provided; and (iii) create one additional copy of the software for archival purposes only. This license may not be assigned, sublicensed or otherwise transferred by you without our prior written consent. You hereby recognize and acknowledge that the software provided to you hereunder comprises valuable trade secret and/or copyright property of Alfa Laval [or its licensor] and you covenant that you will take adequate precautions against access to the software by, or disclosure of the software to, anyone not authorized hereunder to use or have access to the software. Classified by Alfa Laval as:Business L#N r.\ 15. TIME LIMIT FOR BRINGING SUIT: Any action you file against us, whether for breach of contract, including but not limited to breach of warranty, or for negligence or strict tort, must be commenced within 90 days following the expiration of the Warranty Period. 16. MODIFICATION OF TERMS: The terms and conditions of sale set forth herein are an integral part of our proposal and/or confirmation of order. These terms shall not be deemed altered or modified by printed or other "standard"terms in a purchase order, acceptance or similar document. Our confirmation or acknowledgment of any order is with the express understanding that all printed or other"standard" language on any such documents submitted by you will be entirely disregarded to the extent that it varies from the terms and conditions of this proposal/order whichmay be modified only by typed or handwritten language in the body of your order, acceptance or similar document, together with a written acknowledgment and acceptance of such modification by us. 17. LIMITATION ON WARRANTIES: THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AN IMPLIED WARRANTY OF MERCHANTABILITY, AN IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND AN IMPLIED WARRANTY OF NONINFRINGEMENT. WE HEREBY EXPRESSLY EXCLUDE FROM THIS CONTRACT THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,AND THE IMPLIED WARRANTY OF NONINFRINGEMENT. OUR WARRANTIES AND LIABILITIES HEREUNDER ARE LIMITED AS STATED HEREIN. I'C 18.APPLICABLE LAW: Any controversy or claim arising out f the contract or the breach thereof shall be finally decided with binding effect on both parties by the courts of ' and in accordance with the laws of the Commonw t•nie, without giving effect to the provisions thereof relating to conflict of laws. 'HE EQUIPMENT-Et P RTS DESCRIBED IN THESE TERMS AND CONDITIONS OF SALE MAY CAUSE INJURY IF NOT OPERATED PROPERLY AND FOR THIS REASON ALL OPERATORS SHOULD BECOME THOROUGHLY FAMILIAR WITH THE OPERATING INSTRUCTIONS BEFORE OPERATING THE EQUIPMENT. Classified by Alfa Laval as Business