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HomeMy WebLinkAbout2001-023 PO - Zenon Environment  20 E MAIN ST. ~ ASHLAND, OR 97520 (54 i'~ 4it V~N~)O~ 003983 ZENON ENVIRONMENTAl, INC 3239 DUNDAS ST T~,.,~: Net R,~q. DeL Data 4!5/01 Special Ins~: 4/6/0 SHIP re: City of Ashland-Warehouse (541) 488-5354 90 N MOUNTAIN ASHLAND, OR 97520 Req. No.: Dept.: PUBLIC WORKS Confirming? No ~:: *Qua~]tit~, :': I- ........ .... Equipment including taxes 1,937,500.00 ::::: ExL Price;, .j 1,937,530.00 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2010 ASHLAND, OR 97520 SUBTOTAL 2,512,500.00 TAX 0.0 (! FREIGHT 0.00 TOTAL 2,512,500.00' ~ 675.08.3-0.00.f04200 2,512 t~l~or~.zS~ Sfgna~ur~ VENDOR COPY CiTY OF 4kSHLAND REQUISITION No. PW 095A- FY 2001 Department PW - WWTP Construction Vendor Zenon Environmentl Inc 3239 Dundas Street Oakville, Ontario, L6M 4B2 Account No. 675.08.30.00. 704200 Date 4/5/2001 Requested Delivery Date now Deliver To Paula Brown Via PAULA BROWN (* Note: Please allow approximately two(2) weeks for delivery on items not generally car/ed in stored, and approximately two (2) months on printing jobs.) Item No. Quantity Unit Description Use of Purchasing Office Only Unit Price Total Price PO No, ZENON - ZeeWeed Membrane Filtration System Based on submission dated March 5, 2001 Price valid for45 days from Feb 21, 2001 Add DeZurik Valves at NO COST to Ashland (change from proposal page 8) The attached paragraph is substituted in its entirety for the "DISPUTES" paragraph in section 3.4 "ZENON Standard Terms and Conditions" at page 12 of the ZENON ~roposal. And pursuant to the initial paragraph of section 3.4, page 9, ZENON must specially agree in writing to this change and is not authorized to perfon'n work until signing the attached change. Approximate Price~ Break Down Equipment (excluding taxes) $ 1,937,500 Other (design, shipping, freight, etc) $575,000! TOTAL COST TO ASHLAND $2,512,500 terms of payment per proposal page 8 Job No. Unit No. I hereby certify that the above imms are necessary for the operation of this department and are budgeted Department Head or Authorized person Issued By Date Received By for Kari: BID /RFP / EXEMPT: ~Contract Start Date: Contract Completion Date Insurance on file: YES / Project No: EXEMPT per Council 5-Apr-01 30-May-02 coming n/a ZeeWeed Membrane Filtration System Ashland Wastewater Treatment Plant Ashland, Oregon Zenon Environmental Proposal No. 683-00 The following paragraph is substituted in its entirety for the "DISPUTES" paragraph in section 3.4 "ZENON Standard Terms and Conditions" at page 12 of the ZENON proposal: DISPUTES All disputes under any contract concerning Products not otherwise resolved between Seller and Customer shall be resolved in a court of competent jurisdiction in the State of Oregon. No action, regardless of form arising out of, or in any way connected with, the Products or Services furnished by Seller, may by brought by Customer more than one (1) year after the cause of action has occurred. If any part, provision or clause of the Terms and Conditions of Sale, or the application thereof to any person or circumstances, is held invalid, void or unenforceable, such holding shall not affect and shall leave valid all other parts, provisions, clauses or applications of the Terms and Conditions remaining, and to this end the Terms and Conditions shall be treated as severable. Pursuant to the initial paragraph of section 3.4, page 9, which paragraph requires ZENON to specially agree in wri'ting to any change, ZENON, by signing below, agrees to the change set forth above. ZENON Environmental Systems, Inc. By: Title: (G:\legal\PAUL',RFP~.enon po change.doc) ZeeWeed® Membrane Filtration System Proposal for a Secondary Effluent Membrane Filtration System For The Ashland Wastewater Treatment Plant, Ashland, Oregon ZENON Environmental Proposal No, 683-00 Submitted to: CaroHo Engineers Portland, Oregon Phone: 503-227-1885 Fax: 503-227-1747 Attention: Paul J. Schuler ZENON Environmental Inc. 3239 Dundas Street West Oakville, Ontario, L6M 4B2 Mr. David B. Bingham Extn 3234 Mr. Doug Thompson Extn3210 Tel (905) 465 3030 Fax (905) 465 3050 Submitted by: Local Manufacturer's Representation provided by: Goble Sampson 4580 Klahanie Drive SE, Suite 404 Issaguah WA 98029 Mr. Warren Myers Tel (425) 392 0491 Fax (425) 392 9615 March 5, 2001 Copyright© ZENON Environmental Systems 2001 Ashland Wastewater Treatment Plant, Ashland, OR Proposal for a ZeeWeed® Membrane Fil~'ation System ZENON EnvL-onrnental Proposal # 683-00, lvlarch 5,2001 Water.for the World TABLE OFCONTENTS 1.0 PREAMBLE 2.0 GENERAL 2.1 Definitions 3.0 COMMERCIAL 3.1 System Price 3.}i1': 4.0 MOD Membrane Filtration System 3.2 Terms of Payment 3.3.:~' Pi'ice Validity 3.4 ZENON Standard Terms and Conditions 3 5 i~-: Scope of S pply , .;. ,.. ,..~,,...:. 3.5.1 Scope of Supply- ZENON .:. ";: Y.i~: "..3.5...2" Scope of Supply - Others '~.F. ield Services " ;'3' 6,12 Eq ip :: 3 u ment Off-Loading '~'"' :"3.6.2.;.Pre-Installation Meeting and Installation Assistance ,,." ", Pre - Commissioning Meeting Membrane Installation Commissioning Operator Training ~ Summary of Field Service Included Additional Field Service ~,rformance Bonds and Performance Warranty Bonds · ment Warranties ,demnification uipment Shipment and Delivery Freight .,....~ Operating & Maintenance Manuals .r.'.~?~'~ Membrane Replacement Cost ' · .' .... 4.0 .' TECHNICAL "" ..... .,"4.1 ZeeWeed Membrane Filtration Technology · "' :" 4.2 Process Design & Equipment Sizing Summary 4.2.1 Feed and Treated Water Quality Design Parameters .' '~ Pt:e-Treatment Design · ..::.:,...~. ZI NON l nvironmental Systerr Inc. 4 5 8 8 8 9 9 13 13 18 20 20 20 21 21 22 22 23 25 25 25 26 27 28 28 28 29 29 30 30 31 Ashland Wastewater Treatment Plant, Ashland, OR Proposal for a ZeeWeed® Membrane Filtration System ZENON En'Aronrnental Proposal # 683-00, March 5, 2001 Water fi)r the ~'orld 4.2.2 Plug Flow Reactor Design. 4.2.3 ZeeWeed® Membrane Terminology, Modules, Cassettes, Trains 4.2.4 System Design Overview 4.2.5.- Equipment Selection - ZeeWeed® Membrane Water Treatment System 4'3 ~"System Operation & Control: Functional Description 4.4.~ ~Membrane Cleaning Systems 4.5' '*- Membrane Integrity Monitoring $.0 SP~ PARTS S.I :.~!il General 31 33 34 35 43 45 47 48 48 5.2i:-,~ Spare Parts included with ZeeWeed® Plant 53~};!~;17Special Tools PATENTS Equipment Technical Specifications B: Pro-Rated Membrane Warranty C: Drawings 48 48 49 50 50 50 50 50 Equipment Layout , D: ZW-500C Module Data Sheet 50 50 50 ? ;ZENON Environmental Systems Inc. Ashland Wastewater Treatment Plant, Ashland, OR Proposal for a ZeeWeed® Membrane Filtration System ZENON Environmental Proposal # 683-00, March 5,2001 1.0 PREAMBLE Water for the World The following is ZENON's proposal for a ZeeWeed® Membrane Filtration System for incorporation into a tertiary wastewater treatment phosphorus removal for the Ashland Wastewater Treatment Facility. Ashland Wastewater Treatment Plant, Ashland, OR Proposal for a ZeeWeed® Membrane Filtration System ZENON Environmental Proposal # 683-00, March 5,2001 2.O GENERAL Water for the ~br!d 2.1 Definitions Averag? Daily Flow Maximum Daily Flow Maximum Daily Four Hour FloTM Peak HoUrly Flow Daily Flow The average flo~wate occurring over a 24-hour period based on total annual flowrate data. The maximum flowrate that occurs over a 24-hour period based on annual operating data The maximum sustained flowrate that occurs over a 4-hour period based on annual operating data. The peak sustained hourly flowrate occurring during a 24-hour period based on annual operating data. The minimum flowrate that occurs over a 24-hour period based on annual operating data [iri~d Flow The flo~xate value sustained or exceeded for a specified number of consecutive days based on annual operating data Monthly The flow that is obtained by taking the month with the highest total flow and divid!ng by the number of days in that month. Maximum Monthly Average Flow provides information on the highest average flow that can be sustained for a one month period The maximum net treated water output that the plant is capable of processing in a 24 hour period when the plant is operating and is permitted to run continuously for 24 hours. Substfih'ti~l Performance Environmental Systems Inc. The average net treated water output that the plant processes in a 24 hoUr period. The operation of the plant may or may not be continuous within this 24 hour period however the maximum net treated water output at any time cannot exceed the value [in US Gallons Per Minute 0dSgpm) ] calculated by taking the plant Design Capacity (in US gallons per Day) and dividing by 1440 minutes. Substantial Performance is defined as the date of Equipment Start-up, when the equipment supplied first meets the required treatment quality and quantities as defined in accordance with Performance Warranties described in the Zenon Proposal. In cases where the e~tuipment supplied is designed for a future plant design capacity it is the responsibility of the Owner to Ashland Wastewater Treatment Plant, Ashland, OR Proposal for a ZeeWeed® Membrane Filtration System ZENON £n,~'iron,mental Proposal # 683-00, March 5,200 l PTater for Se World Approved for Cor~tr~cfion Drawings CommisSioning Assistance provide a raw water (or xvastewater) in sufficient quantities for the performance tests within the time frame outlined in the Zenon Proposal (see section on Performance Warranties). On the date Substantial Performance is achieved: (1) equipment and performance wan'antics start; and (2) holdbacks, if any, become due and payable within the time specified in the lien legislation applicable to the place of work, such time period not to exceed 45 calendar days. For the purpose of tiffs proposal, the terms Substantial Performance and Substantial Completion have the same meaning. Drawings supplied by Zenon that have been reviewed and approved by the Client for construction. Commissioning Assistance means Zenon will: 1) perform a complete check of the installation of the equipment supplied by Zenon when the Owner or the Owner's designated representative notifies Zenon that the Contractor responsible for installing the equipment has sufficiently completed the equipment installation and has completed the mechanical and electrical equipment installation checklists supplied by Zenon; 2) assist the Contractor in performing a wet test of the installed equipment, using clean water only, consisting of testing the system for leaks and for correct operation of components; 3) assist the Contractor in performing a wet test of the installed equipment, using raw or untreated water (or wastewater) to demonstrate that the treated water discharged by the Zenon equipment meets the performance standards detailed in this Proposal. "Owner" shall be deemed to include the Owner's appointed agents or assigns who will be responsible for the operation of the equipme ntJplant/treatment facility,. Means a person contracting with or employed directly by the Owner or an agent of the Owner to supply services or materials to an improvement. ':';~;~7;'-""." ' · · :...~._. ":.-..:"..-."" :.' ~. ,~.'2~ ~*' · ~" ' Sub~ohtractor: .:..:, ,..--..,~...:.,,~.... ~;. ... ,TENON Environmental Systems Inc. Owner or Owner's designated representative with whom Zenon has entered into an equipment supply contract tbr the supply of certain equ. ipment and the provision of certain services including installation assistance, assistance with commissioning and start-up of equipment, and the training of the Ox~.ner's designated personnel in operation of the Zenon equipment. ,,\ Subcontractor is a person or entity having a direct cm~tract with the Ashland Wastewater Treatment Plant, Ashland, OR Proposal for a ZeeWeed® Membrane Filtration System ZENON Environmental Proposal # 683-00, March 5,2001 Water for the ~brld Contractor to perform a part or parts of the work, or to supply products worked to a special design for the work. "or Equal" Equipment Start-Up: pletion: Wherever it is shown on the drawings or specified in Zenon's proposal that a substitute or "or equal" item of material or equipment may be furnished or used by Zenon and, in Zenon's sole discretion an item of material or equipment proposed by Zenon is equivalent to or better than the product named in fo'mt, function, performance, reliability, quality, features, materials of construction, operation and maintenance cost, static and dynamic loads, general dimensional configuration, size, weight and appearance to that named and is sufficiently similar so that no change in related work will be required, such substitute item shall be considered to be an "equal" item. The installed equipment shall be deemed available for equipment start-up once the Contractor, x~Sth assistance from Zenon, has commissioned the Zenon equipment using raw untreated water (or wastewater) such that the equipment is available for the beneficial use of the Owner. Final Completion is defined as the date when Zenon has satist~ctorily attended to all deficiencies identified at the time the Zenon equipment received Substantial Performance. Holdback means the percentage of' the value of the services or materials supplied under a contract or subcontract required to be withheld from payment to Zenon in compliance with the appropriate lien legislation applicable to the place of the work. Ash]and Wastewater Treatment Plant, Ashland, OR 'Proposal for a ZeeWeed® Membrane Filtration System ZENON EnvLronmental Proposal # 683-00, March 5, 2001 3.0 COMMERCIAL Water for tl~ World 3.1 System Price ~;The pricing to supply equipment and services as described in this proposal is as follows. The prices are based on ZENON's standard scope of supply. Add prices to meet particular specification requirements for certain types of equipment are shown as add prices. 3.1.1 4;0 MGD Membrane Filtration System One (1) x Four (4) Train ZeeWeed® Membrane Filtration ~--..,SYstem including membrane support frames, membranes, .~4:.~.~,~. ~ :permeate header collection piping, air scour distribution '.'. .: ' header p~p~ng, permeate pumps, backpulse pumps, vacuum ,?;....;?';~4r:~.. pumps, reject pumps, transfer pumps, positive displacement ~' '~;: m[mbrane air scour blowers, CIP chemical feed systems, "'~ instrumentation, valves & PLC control system as ~ herein with a maximum desil,m net treated water , ut of 4.0 Million US Gallons Per Day. ase System Price (excluding taxes) US $ 2,512,500.00 'rice Adder for the Supply of DeZurik Valves pproximate Breakdown of Base Price (excluding taxes) Items (DesigiffFreighffField Service[rravei Exp/Training otc) , taxes) US $1,937,500 US $ 575,000 :rms of Payment 'J"~"'~.~e pricing quoted in this proposal is based on the following payment terms: ~ ,~.:~..~ . ."-" 10% on Submission of General Arrangement Drawings - · 75% on shipment of equipment or notification that equipment is ready to ship, partial :(~ iZENON EnVironmental Systems Inc. shipments and invoices permitted 15% on completion of commissioning Substantial Performance Maintenance Bond in I.ieu ora 5% lloldback Ashland Wastewater Tream~ent Plant, Ashland, OR. Proposal for a ZeeWeed® Membrane Filtration System Z£NON Environmental Proposal # 683-00, March 5,200 l ~ater for the ~7orld 3.3 Price Validity ~.~Pficing is valid for a period of 45 days from February 21, 2001. Ifa formal purchase order is ~ ~i~tt received within the 45 day period, both the pricing and delivery schedule are subject to - review and adjustment. 3.4 ZENON Standard Terms and Conditions Seller desirts to provide its Customers with prompt and efficient service. However, to negotiate individually the Terms and Conditions of each Sales cOntract would substantially impair Seller's ability m provide such service. Accordingly, Product~ and Serviee~ furnished by .~ ~ Sell~"am:r~ld only on the Terms and Conditions stated heroin. Notwithstanding any terms or conditions on Customer's order, Seller's .... ~.' : performanCe-of any contract is expressly made conditional on Customer's agreement to Seller's Terms and Conditions of Sale unl~s · .. .... ~' otherwise specially agreed to in writing by Seller. In the absence of such agreement, commencement of performance and/or shipment g' .L for Customer's cpm enience only and shall not be deemed or construed to be acceptance of Customer's Terms and Conditions, or of'them. If a contract is not earlier formed by mutual agreen~ant in writing, acceptance of any Product or Service shall be deemed time~ of the Terms and Conditions stated herein. All contras'ts for the Sale of Products shall be construed under and governed by location of Seller's plant at Burlington, Ontario, Canada. subject to thc Terms and Conditions stated herein as well as any additional Terms and Conditions that may appear on In thc case ora conflict between thc Terms and Conditions stated herein and those appearing on the face hereof; thc latter prices and quotations arc subject to thc following: prices are subject to change vdthout notice. ERWISE SPECIFIED IN WRITI.NG, ALL QUOTATIONS EXPIRE THIRTY (30) DAYS AFTER DATE MAY BE TERMINATED EARLIER BY NOTICE AND CONSTITUTE ONLY SOLICITATIONS FOR OFFER further, budgeta~, quotations and estimates arc for preliminary information only and shall neither constitute offers, ' obligation or liability upon Seller. sc stated in writing by Seller, all prices quoted shall be exclusive of transportation, insurance,, tax~ (including, without , sales, use, or similar tax, and any tax levied on or ass~ to Seller after Product shipment by reason of Seller's retention as provided berein), license fees, customs t~:cs, duties and other charges related thereto and Customer shall report such shipping ch~gcs, premiums, taxes, fees, duties and other charges rclated thereto, and shall hold Seller harmless if Seller, in its sole discretion, chooses to make any such payment, Customer shall reimburse Seller in full upon , typographical and clerical errors are subject to correction. ~,,_~r_-~_ .~'q~'tied are for Products only and do not include technical data, proprietary fight of any kind, patent rights, qualification, ~!~_~hmronmi'ntal or other than Seller's standard tests and other than Seller's normal domestic commercial packaging unless expressly n'~r~'d't~;[~w'riting by Seller. ,"',' ".'~'~"71:~ublig~d. weights m}d dimensions are approximate only. Certified dimension drawings can be obtained upon request. Manuals, drawing~ ...... ' -""-or other documentation required hereupon must be referenced spccifically. ~:...'.~:.*,,~ .... ...... ': ... · .This'is ~'c~cly a quotation, and Ihe t¢ct;nolog.v disclosed herein may be covered by one or more ZENON Environmental Inc. (ZENON) ~ "~ 'patenis or patent applications. Any di~clo.surc iu this ofl~:r does not hereby grant, and nothing contained in thc offer shall obligate :.ZENON Environmental Sy~;tems Inc. 9 Ashland Wastewater Trea,-mcnt Plant, Ashland, OR Proposal for a ZeeWeed® Iv!embrane Filtration System ZENON Envkoranental Pro?csal # 683-00, March 5, 2001 Water for the ~q)rld ZENON to grant, an option to obtain a license to any technology or any other rights under any patent now or hereafter owned or controlled by ZENON. TEI~MS OF PAYMENT Unless credit is granted or othe~vise specified in writing, payment is due upon shipment. All payments on approved credit accounts shall be due in full thirty (30) days from date of invoice. Past due balances shall be subject to a service charge of 1-1/2% per month (18% per annum), not more than the amounts allowed by law. Partial shipments will be billed as made and payments therefor are subject to the above ten-~i~. Payment shall not be withheld for delay in delivery of required documentation unless a separate price is stated therefor, then only%'the extent of the price stated for such undelivered documentation. Seller may cancel or delay delivery of Products in the event Customer fails to make prompt payment therefor, or in the event of an arrearage in Customer's account with Seller. Seller hereby retains a Security interest in the Products finished until Customer has made payment in full in accordance with the terms hereof. Customer'sh~ll cooperate f~lly with Seller to execute such documents and to accomplish such filings and/or recordings thereof as Seller may deem necessary for the protection of Seller's interest in the Products furnished. TRAN~I/ORTATION AND RISK QF LOSS Transportation will normally follow Customer's shipping instructions, but Seller reserves the right to ship Products freight collect and to Select lh~ mesns of transportation and routing when Customer's instructions are deemed unsuitable. Unless othenviSe advised, Seller may insUre~'t~i~l value of the Products or declare full value thereof to the transportation company at the time of shipment and all freight and ;_~; ~%~ !n~ce-:~C0sts shall be for Customer's account. Risk of loss and/or damage shall pass to Customer at the FOB point, which shall be thc dj'~;?'v:~l~O//i~ offli~nufacture or such other place as Seller shall specify in writing, notwithstanding installation by or under suvervision of Seller '...?5': ,,?~ Confiscation or destruction of, or damage to, Products shall not release, reduce or in any way affect the liability of Customer therefor. All 'Product~ must be inspected upon receipt and claims should be filed with the transportation enmpany when there is evidence of shipping , ::': r)r external. Notwithstanding any defect or nonconformity, or any other matter, risk or loss and/or damage shall ~ 'the Customer until the Products are returned at Customer's expense to such place as Seller may designate in writing. shall fully insure Products against all loss and/or damage until Seller has been paid in full therefor, or the ha4e been returned, for whatever reason, to Seller. reasonable effort to observe,.its dates indicated for performance. However, Seller shall not be liable in any way in performance hereupon due to unfo~v~en eiroumstaneas or to eau.sea beyond its control, including, without lockout, riot, war, fire, act of God, accident, failure or breakdown of components necessary to order completion, inability to obtain or substantial rises in the price of labor, materials or manufacturing or failure to obtain sufficient, electrical or other energy supplies, or compliance with any law, regulation or valid or invalid of any cognizant governmental body or any instrument thereof wbether now existing or hereafter created. suspended during, and extended for, such time as any such circumstances or causes delay its execution. are remedied, Seller will make, and Customer shall accept, performances hereupom In addition, production must be allocated so as to comply with applicable Government regulations. In the absence of Seller resetwes the right, in its sole discretion, to allocate inventories and current production and substitute suitable in its opinion, such allocation or substitution is nocessa~ due to such circumstances or causes. No penalty elau~ of any effective. As used herein, "performance" shall include, without limitations, fabrication, shipment, delivery, assembly, and warranty repair or replacement as applicable. ~g by Seller of a Product to the Customer shall constitute acceptance of that Product by Customer, unless notice of defect or , is received by Seller within thirty (30) days of receipt of the Product at Customer's designated receiving address; tbr Product for which Seller agrees in writing to perform acceptance testing after installation, the completion of Seller's ..... ~ rouble acceptance tests, or execution of Seller's acceptance form by Customer, shall constitute acceptance of the Product by 7-':~'~: ;~ Cust0md/~lWotwithstandimz the foregoinm aqy use ufa Product by Cu.~tomer, its agents, employees, contractors or Iicensee'-q for any ' purpose, athir receipt thereol; shall constitute acceptance of that Pruduct by Custumer. Seller may repair or, at its option, replace · .. defecfi~/e or ,mn-conforming parts after receipt of notice of defect or nonconfurmitv. ., ASSIGNMENTS AND TI:.RMINATI()NS .,~.~...,.,.~,'..:.. ~,~ ~' .... ~' :i" "~ ~"2' :'~''''' i ENON EnVironmental Systems Inc. 10 Ashland Wastewater Treatment Plant, Ashland, OR Proposal for a ZeeWeed® Membrane Fil~ation System ZENON Enviror~ental Proposal # 683-00, March 5, 2001 Water for the World Any assignment by Customer of any contract hereupon without the express written consent of Seller is void. No order may be terminated by Customer except by mutual agreement in writing. Terminations by mutual agreement are subject to the following conditions: Customer will pay, at applicable contract prices, for all Produc'a which are completely manufactured and allocable to Customer at the time of Seller's receipt of notice of termination. Custome~ will pay all costs, direct and indirect, which have been incurred by Seller with regard to Products which have not been completelymanufactured at the time of Seller's receipt of notice of termination. C stomer~rill pay a t rmination charge on all other determined costs and other charges. To reduce termination charges, Seller will divert compli~dparts, material or work-in-process fi.om terminated contracts to other Customer's whenever, in Seller's sole discretion, it is prac~icabl~ to do so. pATENT$~AND OTHER INDUSTRIAL PROPERTY RIGHTS fSeller will hold Customer harmless, as set forth herein, in resp~t to any claim that the design or manufacture of any Product in Seller's commercial line of Products, or manufactured to specifications set by Seller and furnished berein, constitut~ an infringement of any patent or other industrial property rights of the United States or Canada. Seller will pay all damages and costs, either awarded in a suit or paid, in Seller's sole discretion, by way of setllement, which are based on such claim of infringement, provided that Seller is notified prom~i!X hi writing of such claim of infringement but th,re is no liability whatsoever begin with r~pect to any claim setti~l by Custoii~ without Seller's prior written consent. In the event that Seller is required to hold Customer harmless hereupon, Seller will, in 'i'.~¢!:,~/j~s !~!¢.di~on and at its own expense, either procure for Customer the right to continue using said Produ~ replace it with a non- ..'.~'~,.~..~,,:infring[fig 'iSroduct, or remove it and refund an equitable port,on of the selhng puce and lransponatton costs thereof. THIS SHALL ;~..,.,j-'5 '~ CONSTITUTE SELLER'S ENTIRE LIABILITY FOR ANY CLAIM BASED UPON OR RELATED TO ANY ALLEGED .'-NT OF ANY PATENT OR OTHER INDUSTRIAL RIGHTS. Customer shall hold Seller hannlcas against any ; [o.~ costs or damages resulting from claimed infringement of patents, trademarks, or other industrial property rights arising out by Seller with Customer's designa, specifications, or instructions. SELLER DISCLAIMS LIABILITY FOR U.S. OR PATENT OR COPYRIGHT INFRINGEMENT ARISING FROM USE OR MANUFACTURE BY ANYONE OF INVE~TIO..NS IN CONNECTION WITH PRODUCTS OR SERVICES SOLD, USED, OR INTENDEI~ FOR SALE OR USE, IN PERFORMING CONTRACTS WITH TIlE UNITED STATES OR CANADA. . Seller warrants its Products to be ~ from doffs in mutual or wodlmanship for a p~od of 12 the shipment of Product by Seller, provided that such Product are used, cleaned and maintained in accordance with the This warranty do~s not apply to normally repla~able parts or components such as filter cartridges, pump seals, (s~ below for membrane warrauti~s). give immediam notice to Sell~ if goods or performance appear defective and to provide Seller with reasonable make inspections and tests. If Seller is not at fault, Customer shall pay Seller the costs and expense~ of the insp~'tions and under this warranW is limited to thc repair or replacement at its fact0pg, or any device or part thereof which shall been thus defective. If Customer aska Seller to rt~plaoe def~tiate p~rt$ at Customer's prerni~, Customer agre~ to pay for time and expenses, plus the Seller's labor to complete the replacement./r~pa[r. returned to Seller without Seller's permission. Seller will provide Customer with a 'R~m~rn Material Authorization" returned goods. All returns are F.O.B. - Oakville, Ontario, Canada. ~~,~ff~ the membranes applies only if the membrane element(s) has been operated and cleaned according to Seller's instructions. ~'he.n'~ither permeate or concentrate flow drops by 10% from the original rates at the same operating conditions, cleaning must be ........ ,,...tamated or the ~arranty will be null and votd. Elements must be clean and be kept mo~ They should be slapped to Seller m water-t~ght ~-":'::, bags and must be protected from freezing. WARNING - if element conditions of use given in Seller's instructions are not followed, the .[..,.....~ ....... war .runty.will be ual and void. LMPLIED WARRANTIES, INCI.UDING, BI. iT NOT LIM!TF.D TO, WARRANTIES OF FITNESS FOR PAR'I'ICUL'~-R PURPOSE, USE, OR APPLICATION, AND ALL OTIIER OBLIGATIONS OR LIABIIolTIES ON TIlE PART OF THE ..... . SELLER, UNLESS SI JCl! OTIIER WARRANTIES, OBLIGATIONS OR LIABILITIES ARE EXPRI';SSLY AGREED TO IN :.'.' :~-,~. WRITING BY SELLER, ARE NUI,L AND VOID. .~.-*."' 'o',,~e,,L-¥':* _'~ .'" li'lq61q' fihuironmental Systems inc. 11 Ashland Wastewater Treatment Plant, Ashland, OR Proposal for a ZeeWeed® Membrane Filtration System ZENON Environmental Proposal # 683-00, March 5, 2001 ~ater for tl~ Wor!d DAMAGES AND LIABILITY SELLER'S LIABILITY FOR DAMAGES SHALL NOT EXCEED 10 % OF THE PAYMENT, IF ANY, RECEIVED BY SELLER FOR THE UNIT OF PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED, AS THE CASE MAY BE, WHICH IS:THE SUBJECT OF CLAIM OR DISPUTE- IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OF ANY KIND, HOWEVER CAUSED, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE PRODUCTS FURNISHED BY SELLER TO CUSTOMER. DISPUTL~: ~ All disputes under any contract concemin~ Products not otherwise resolved between Seller and Customer shall be resolved 'in a court: of competent jurisdiction for ~he location of .Seller's plant at Oa. kville,, Ontario, Ca.na, n.o, other place. Provided that. in Seller's sole discretion, such action may ye near~ in some ot~er pmce aesi~ghatea vy. ~e~.~er, n necessary.to ac~uireiurisdiction over third persons, -~o that the dispute can be resolved in one action. C:ust.omer.ne.r. eoy consents lq,Ute jurisdiction of such court or courts and a~rees to anpear in any such action upon written notice, me~reg~. ~o act!on~ reg .a.rm~.ss bf form arising out ot; or in any way ~'onnected~ ~ith, the. Products or Services furnished by ~eu.er, may~ ..oe o_rougl~t t~ Customer more than one (I) year at~er the cause oF action nas occurred. If any, p,artv provi.s.io, n or. .cmnse o~e L ,eons an.a Cond tions of Sale,.or the ap.~lication thereof to a. ny person or circumst~n, ces, [4 ne~q.inv.ana, v,o?.a ~ unenmm, ~m%..s. ucn holding shall not ~t~ct and s. hall leave, valid, all omer parts, prqvisi~s, c)ausas or appl. icaU.ons o~me ~.erms ana t~on~m.o,as · aha to mis cna me terms aha ~on~itions snail I~ tmat~l as scveranie. ;'i~;i~'I~6N ~Environmental systems Inc. 12