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HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9190511City of Fort Collins Waukesha® Service Quotation #9127194 Rev1 RE: A6566T Waukesha Transformer CT Testing & Troubleshooting in CO Date: 03/04/19 © 2019 SPX Transformer Solutions, Inc. 2 SPX Transformer Solutions Service Quotation Date: 03/04/19 Bob Hover City of Fort Collins P.O. Box 580 215 North Mason St., 2 nd Floor Fort Collins, CO 80522 Ph# 970-217-8109 bhover@fcgov.com Quote Number #9127194 Rev1 RE: A6566T Waukesha Transformer CT Testing & Troubleshooting in CO CONTACT INFORMATION ……………………………………………………………………… Regional Sales Associate Tom Pickens SPX Transformer Solutions MOB 919-273-4152 Tom.Pickens@spx.com Channel Partner Jim Houlihan Lewis Associates MOB 303-232-7273 jim@lewisassociatesinc.com Territory General Manager Astha Mitra SPX Transformer Solutions MOB 503-351-9114 Astha.Mitra@spx.com Confidentiality Notice: This document contains contain privileged and confidential information belonging to the sender. The information is intended only of the use of the individual or entity named above. If you are not the intended recipient or addressee, you are notified that any disclosure, copying, distribution or taking any action based on the contents of this information is strictly prohibited. If you have received this document in error, please immediately notify the sender by telephone to arrange for return of the original documents. © 2019 SPX Transformer Solutions, Inc. 3 Table of Contents SCOPE OF WORK ..................................................................................................................................................... 4 PERFORMANCE......................................................................................................................................................... 5 CLARIFICATIONS TO SCOPE OF WORK ............................................................................................................. 5 SCHEDULE OF PRICING ......................................................................................................................................... 6 COMMENTS/EXCEPTIONS TO CONTRACT DOCUMENTS ............................................................................. 8 TERMS & CONDITIONS STATEMENT .................................................................................................................. 8 CUSTOMER AUTHORIZATION ........................................................................................................................................ 9 FIELD SERVICE RATE SCHEDULE .............................................................................................................................. 10 STANDARD TERMS AND CONDITIONS OF SALE .................................................................................................... 12 © 2019 SPX Transformer Solutions, Inc. 4 SCOPE OF WORK Transformer Solutions is pleased to provide crew and equipment to perform the following scope of work: Location: City of Fort Collins, Drake Substation, Fort Collins, CO 80522 Equipment: Waukesha Transformer Xfmr S/N: A6566T LTC S/N: U9107-06 LTC: UZDRT Gallons (LTC): 100 gal. No. of Taps: 76,063 Scope of Work: A6566T Waukesha Transformer CT Testing & Troubleshooting in CO  Mobilize SPXTS LTC specialists and equipment to City of Fort Collins substation site in Fort Collins, CO. Note: SPX includes 2 hours of site orientation/training on site. If additional / required training is required beyond the allowed 2 hours on site, this will be billed on T&M basis as applicable.  City of Fort Collins to perform de-energization, isolation, grounding, LOTO, etc. of associated equipment.  SPXTS to provide 2 test specialists, CT test equipment, and tooling on site.  SPXTS to perform CT circuit testing, point-to-point, connection, ratio, polarity, etc. of the existing CTs to try & determine the source of unwanted differential failure and possible incorrect CT connections.  SPXTS to discuss test results and findings with City of Fort Collins on site representative.  SPXTS to perform CT wiring repair / reconnection, if possible.  City of Fort Collins personnel will be responsible for removal of grounding, isolation, and re-energization of transformer.  SPXTS to demobilize crew/equipment from site and provide final report with test results PERFORMANCE Work is quoted based upon SPX Waukesha crews working 7 days a week, 8–12 hours per day, and 24 hours per day, if needed. It is estimated that the Scope of Work will take est. 1 day on site to complete, depending on weather conditions.  Proposed Start Date: March 1 st (per SPXTS crew & equipment availability)  Availability of service personnel and equipment is subject to prior sale. CLARIFICATIONS TO SCOPE OF WORK Unless specifically addressed in scope of work, the following assumptions have been made in preparation of our offer:  Purchaser shall be responsible for switching, lock out and grounding of any equipment necessary to establish safe work area.  Purchaser shall provide suitable, free, clear, unlimited and compacted access route, roads and area around work location for access of service equipment.  Purchaser shall disconnect and reconnect all external protection, control and relay wiring, as required.  Purchaser shall disconnect and reconnect all external bushing terminations or bus work, as required.  Purchaser shall disassemble and reassemble any deluge systems, as required.  SPX Waukesha will compile all crating and waste material in designated area; however, purchaser shall be responsible for disposal of solid wastes.  Purchaser shall provide drum and dispose of all waste, flush and scrap oil generated in execution of work.  Purchaser shall provide communication and sanitation facilities.  No provisions have been included for secondary oil containment as may be required for compliance to local site SPCC programs.  If required, purchaser shall provide a PCB report showing PCB concentration of the unit within 90 days prior to start of scheduled work.  If PCB concentration is higher than 49 PPM, SPX Waukesha will be unable to complete the work.  If PCB concentration is 1–49 PPM, an additional decontamination charge will be assessed. Proper disposal of the oil shall be the responsibility of the purchaser.  When oil handling is part of work scope, SPX Waukesha prefers to have a metals-in-oil screen done prior to start of job to detect any potential silicone contamination. In the event that silicone is discovered during the processing, additional charges will apply for addition of anti-foaming compounds and a decontamination fee after completion of job.  SPX Waukesha intends to utilize its own personnel and equipment; however, if scheduling conflicts occur, SPX Waukesha reserves the right to hire subcontractors to assist with the work. © 2019 SPX Transformer Solutions, Inc. 5 SCHEDULE OF PRICING The work scope as defined on pg. 4 to be performed on Fixed Price basis for performance by 04/27/19, and is as follows: NOTE: Price is quoted for 2 SPXTS test specialists for 3 days (2 travel days, 1 day on site) at est. 10 hours per day on site and is based on Fixed Price basis, however; the above price is not a “not to exceed price”. If added time/days, trips, parts, materials, parts installation/replacement, etc. are needed on site, this will be calculated & billed on a T&M basis. Invoicing will be calculated and billed on actual hours/expenses/materials.  Payment terms and conditions are NET 30 and are subject to credit approval.  Unless specifically noted, prices do not include: o Any site specific or customer required access and/or safety training o Any special and/or site-specific safety, PPE or environmental requirements o Use of union labor o Local Sales or Use tax  Requested changes to work scope or delays outside the control of SPX Waukesha shall be billed in accordance with SPX Transformer Solutions’ Technical Service Price List (attached). GSS#: 9127194 Rev1 Time $ 9,460.00 Customer: Expenses $ 1,928.00 Location: Fort Collins, CO Materials $ - Description: Equipment $ 150.00 Point of Contact: Total Cost $ 11,538.00 Time Date Technician ST Hours OT Hours ST Cost @ $125/Hr OT Cost @ $188/Hr Extended Cost $ - $ - $ - $ - Subtotal $ - Time Date Test Specialists ST Hours OT Hours ST Cost @ $175/Hr OT Cost @ $265/Hr Extended Cost Day 1 Test Specialist 1 Travel 8 $ 1,400.00 $ - $ - $ 1,400.00 Day 2 On Site 8 2 $ 1,400.00 $ 530.00 $ - $ 1,930.00 Day 3 Travel 8 $ 1,400.00 $ - $ - $ 1,400.00 Day 1 Test Specialist 2 Travel 8 $ 1,400.00 $ - $ - $ 1,400.00 Day 2 On Site 8 2 $ 1,400.00 $ 530.00 $ - $ 1,930.00 Day 3 Travel 8 $ 1,400.00 $ - $ - $ 1,400.00 Subtotal $ 9,460.00 Expenses Date LTC Specialists Item Quantity Rate Subtotal Mark Up Extended Cost Day 1 - Day 3 Test Specialist 1 Perdiems 3 $ 45.00 $ 135.00 NA $ 135.00 Lodging 2 $ 150.00 $ 300.00 18% $ 354.00 Mileage 500 $ 0.95 $ 475.00 NA $ 475.00 Day 1 - Day 3 Test Specialist 2 Perdiems 3 $ 45.00 $ 135.00 NA $ 135.00 Lodging 2 $ 150.00 $ 300.00 18% $ 354.00 Mileage 500 $ 0.95 $ 475.00 NA $ 475.00 Subtotal $ 1,928.00 Materials & Parts Item Part Number Quantity Rate/Cost Subtotal Mark Up Extended Cost $ - $ - N/A $ - Subtotal $ - Equipment Usage & Rentals Item Quantity Rate/Cost Subtotal Mark Up Extended Cost Service Truck w/test equipment 1 $ 150.00 $ 150.00 N/A $ 150.00 Subtotal $ 150.00 Sunday / Holiday Cost @ $250/Hr Sunday / Holiday Cost @ $350/Hr Sunday / Holiday Hours Sunday / Holiday Hours City of Fort Collins A6566T Waukesha Transformer CT Testing & Troubleshooting in CO © 2019 SPX Transformer Solutions, Inc. 6 COMMENTS/EXCEPTIONS TO CONTRACT DOCUMENTS  None TERMS & CONDITIONS STATEMENT  Work shall be performed in accordance with SPXTS – City of Fort Collins Services Agreement 7645 executed in 2014.  Bid is valid for a period of 60 days.  All P.O.s / Contracts / Agreements to be addressed to the following: SPX Transformer Solutions, Inc. 400 S. Prairie Ave. Waukesha, WI 53186 SPX Transformer Solutions, Inc. thanks you for the opportunity to provide a quotation for this work. We look forward to your consideration of this offering and welcome any questions you may have regarding this quotation for your service requirements. Best Regards, Tom Pickens Regional Sales Associate – West Region SPX Transformer Solutions, Inc. Ph# 919-273-4152 Fx# 208-361-2024 E-mail: Tom.Pickens@spx.com © 2019 SPX Transformer Solutions, Inc. 7 CUSTOMER AUTHORIZATION Customer hereby requests that SPX Waukesha perform the above-referenced Services in accordance with the provisions of this quotation, #9127194 Rev1, including all commercial terms and clarifications and forms the basis of contract with SPX Transformer Solutions, Inc. Customer’s Authorization / Purchase Order Number for Accounting Purposes: _________________ Billing Address: ________________________________ By: _____________________________ ________________________________ Name: _____________________________ ________________________________ Title: _____________________________ ________________________________ Date: _____________________________ © 2019 SPX Transformer Solutions, Inc. 8 SERVICE TECHNICIAN & SPECIALIST RATE SCHEDULE Waukesha ® Service maintains a nationwide staff of trained and experienced field service specialists and technicians who are available to provide advisory assistance, installation, inspection, commissioning, testing, troubleshooting, start-up, technical studies and maintenance and repair services of electrical apparatus. Technical professionals are classified in two categories, dependent on the degree of expertise and complexity of the service required: Service Specialist The Service Specialist has specific experiences and/or educational training along with factory training and experience in design, assembly, installation or testing. This expert is required for special diagnosis, repairs, inspection, failure analysis and complex technical evaluations. Typical scopes of work for these services involve LTCs, engineering services, project management, forensics analysis, condition assessments, electrical testing, etc. Service Technician The Service Technician has specialized factory training and experience. This Technician can act as a consultant for customer’s personnel with respect to correct installation, testing, maintenance or service requirements consistent with Waukesha ® Service guidelines. WAUKESHA ® SERVICE SPECIALIST AND SERVICE TECHNICIAN RATES CLASSIFICATION HOURLY RATE DAILY PER DIEM HOURLY OVERTIME RATE HOURLY SUNDAY & HOLIDAY RATE Service Specialist $175 $250 $265 $350 Service Technician $125 $250 $188 $250 1. Hourly rate applies to all time worked or traveled during a workday. 2. Overtime rate applies to all hours worked in excess of eight hours on weekdays and all time worked or traveled on Saturdays. NOTE: Our standard workday is 10–12 hours based on site conditions. 3. Sunday and Holiday rate applies to all hours worked or traveled on Sundays and/or holidays. Charges for travel and living expenses will be billed at cost plus an 18% handling charge. Per Diem Unless requested otherwise from the purchaser, a daily per diem rate will be billed for each day required for project execution along with travel days to/from the project. Per Diem rates exclude the cost of airfare to/from the job site. Traveling Time Billing for traveling time will be done at the applicable rate based on actual time traveled. Traveling time and expenses for each technical professional will include leaving and returning to the employee’s headquarters. Minimum Billing Minimum billing for one day’s service will be charged for each day or fraction thereof that a technical professional spends on the customer’s premises. Standby Time When technical professionals are on the customer’s premises but are unable to perform the services requested because of circumstances beyond the control of Waukesha ® Service personnel, the purchaser will be charged at the applicable rate. © 2019 SPX Transformer Solutions, Inc. 9 WAUKESHA ® SERVICE TECHNICIAN & SPECIALIST RATE SCHEDULE (CONTINUED) OTHER CHARGES The following charges will be in addition to the service rates stated previously: A. Expendable Small Tools When a particular job requires the furnishing of small expendable tools not normally carried by the technical professional, a charge for such tools will be billed at the cost of acquisition. B. Material Furnished by Waukesha ® Service All Waukesha ® Service material used on the job will be billed at current prices. C. Material Purchased from Subcontractors or Other Vendors When the job requires the purchase of materials or services from subcontractors or other vendors, such items will be billed at cost plus an 18% handling charge. D. Special Tools and Equipment Furnished by Waukesha ® Service Rental charge shall be made for all specialized tools, equipment and instruments. Refer to Waukesha ® Service Equipment Rental Rate Schedule. E. Company Vehicle Mileage Rate Cost of mileage for standard company vehicles to travel to and from the standard job site will be billed at a rate of $0.95 per mile. Any vehicle requiring a CDL endorsement to drive shall be billed at a rate of $2.50 per mile for travel to and from the job site. PRODUCT WARRANTY WORK Product warranty work on Waukesha ® Service-supplied equipment will be performed F.O.B. factory or at the customer’s site, at Waukesha ® Service’s option. Work at the customer’s site will be accomplished during a normal eight hour straight time day. If the purchaser requests that product warranty work be performed during any other time period, purchaser will be invoiced for the premium time portion of the work, i.e. the difference between the applicable rate and the overtime rate for the services performed. TERMS OF PAYMENT Net 30 days from date of invoice. TERMS AND CONDITIONS See SPX Transformer Solutions, Inc. – Service & Components Division Terms and Conditions of Sale. © 2019 SPX Transformer Solutions, Inc. 10 STANDARD TERMS AND CONDITIONS OF SALE SPX TRANSFORMER SOLUTIONS, INC. SERVICE AND COMPONENTS DIVISION (Rev. 1/1/18) 1. ACCEPTANCE AND GOVERNING PROVISIONS. No orders for services and/or goods (individually and collectively, “Work,”) are binding upon Seller until accepted in writing by an authorized representative of Seller. Seller’s acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of these terms and conditions (the “Terms”) and Buyer’s agreement to be bound by and comply with these Terms. These Terms and the terms of Seller’s quotation, and all referenced attachments constitute the entire agreement between Buyer and Seller, and no amendment or modification shall be binding on Seller unless signed by an authorized representative. Seller’s failure to object to provisions contained in any purchase order or other document of Buyer shall not be construed as a waiver by Seller of these Terms or an acceptance of any such provisions. Any conflicting or additional terms or conditions set forth by Buyer in a purchase order or other document are not binding upon Seller, and Seller expressly objects to them. 2. LIMITED WARRANTY. (a) For a period of one (1) year from the date of performance of services or delivery of goods under the order accepted by Seller, Seller warrants, to the original purchaser, the services performed by or on behalf of Seller to be free from defects in workmanship and the goods manufactured by Seller to be free from defects in title, material, and workmanship. (b) If within such period it shall be proven to Seller’s reasonable satisfaction that any services or goods are defective, then such services shall be corrected and, at Seller’s option, such goods repaired or replaced or substitute goods obtained. Buyer shall bear the costs of any removal, decontamination, and reinstallation of the goods and adjacent structures, equipment, and other obstructions not directly included in the warrantable goods. Seller’s obligation is conditioned upon Seller’s receipt of written notice of any alleged nonconformity or defect within 10 days after its discovery and, with respect to goods, at Seller’s option, return of such goods to Seller’s factory, with all freight and insurance to and from the repair facility to be at Buyer’s expense. With respect to goods not manufactured by Seller, Seller makes no warranty other than good title and agrees to transfer to Buyer the original manufacturer’s warranty, which shall provide the exclusive remedy for any defect. (c) The foregoing warranties state Seller’s entire warranty and Buyer’s sole and exclusive remedy related to the Work. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) This warranty shall not apply to any loss or damage resulting from: (i) normal wear and tear; (ii) alteration, neglect, misuse, abuse, or improper installation, operation, maintenance, or storage by Buyer or a third party; (iii) accident, fire, flood, or acts of God; or (iv) inaccurate or incomplete information or data supplied or approved by Buyer. Buyer shall defend and indemnify Seller for any loss or damage of Seller arising out of clauses (i) through (iv) above and any breach by Buyer of its covenants and obligations under these Terms. 3. PATENTS AND TRADEMARKS. (a) If notified promptly by Buyer in writing and provided with authority, information, and assistance, Seller shall defend or may at any time settle, at Seller’s option, any suit or proceeding alleging that any goods designed and sold by Seller pursuant to the order accepted by Seller infringe any U.S. patent or trademark. Seller shall pay any damages awarded in such suit or proceeding up to the amount of the depreciated purchase price of such goods. In the event any such goods are held to constitute such infringement and the use of the goods is enjoined, Seller shall, at its option and expense: (i) procure for Buyer the right to continue using the goods; (ii) replace the goods with non-infringing goods; (iii) modify the goods so that they become non-infringing; or (iv) remove the goods and return the depreciated purchase price. The foregoing constitutes the entire liability of Seller and the sole and exclusive remedy of Buyer for patent or trademark infringement related to the goods. (b) Notwithstanding the foregoing, section (a) above shall not apply to any suit or proceeding alleging infringement resulting from or related to Seller’s compliance with the instructions, specifications or design of Buyer or the use of goods of Seller in combination with other goods or materials. Buyer shall defend and pay any damages awarded in such suit or proceeding. 4. DELIVERY AND DELAY. (a) Unless otherwise agreed to in a writing signed by Seller: (i) goods shall be delivered FCA Seller’s Premises, with delivery to the initial carrier constituting delivery to Buyer (Incoterms® 2010); (ii) title to the goods and risk of damage or loss shall pass to Buyer upon delivery to the initial carrier; (iii) transportation costs shall be paid by Buyer; and (iv) Buyer shall have sole responsibility for filing any claims with any carrier for delay, loss, or damage. If Seller selects the freight forwarder, then Buyer authorizes Seller to clear the goods for export under U.S. Export Regulations, including CFR 15, Part 30. If Buyer selects the freight forwarder, then Buyer shall authorize its freight forwarder to file the EEI and export clearance documentation required by US law, and Buyer assumes all responsibility for export clearance. (b) Dates of delivery or other performance are estimates and are based on timely receipt from Buyer of accurate and complete approved drawings and technical data. Seller shall not be liable for any delay beyond its reasonable control or caused by accident; bad weather; embargo; act of Buyer or third parties; labor disputes; national emergency; riots; non-delivery of suppliers; delays of carriers or delivery agents; inability to obtain labor, materials, or manufacturing facilities; acts of God; or government restrictions, prohibitions, or requirements. In the event of any such delay, Seller’s time period for delivery or performance shall be extended accordingly. Regardless of the cause, Seller shall have no liability for penalties of any nature as a result of a delay. During any period of shortage due to the stated or similar causes, Seller may prorate its supply of material among its internal demand and its customers in whatever manner it chooses. (c) Buyer shall provide, at its own expense, ready and sufficient routes and © 2019 SPX Transformer Solutions, Inc. 11 access for Seller’s vehicles and equipment to all site(s) for services and delivery point(s) for goods, free of any and all obstructions, conditions, and insufficiencies that would impede or prevent the performance of services and/or the delivery of goods. 5. LIMITATION OF LIABILITY. (a) Except to the extent specifically provided under Section 3 above, Seller shall not be liable under any theory of relief, including, without limitation, breach of warranty, breach of contract, tort (including negligence), strict liability, or otherwise, arising out of or related to an order or Seller’s acts or omissions for: (i) incidental, special, punitive, or consequential damages of any nature, including, without limitation, economic loss or damages, whether for loss of revenue and/or profits, increased operating costs, loss of use, cost of capital or substitute facilities and services, downtime costs, delay costs, claims of any third parties for any of the above, or otherwise; or (ii) any damage or loss in excess of the purchase price actually paid by Buyer. (b) Any action by Buyer must be commenced within one (1) year after the cause of action has accrued. 6. CHANGES, SUBSTITUTIONS, AND CANCELLATION. (a) Any changes requested by Buyer are not effective unless accepted in writing by an authorized representative of Seller at Seller’s corporate offices or factory. Any changes accepted by Seller that affect the specifications or scope of work of an order shall entitle Seller to an adjustment to the price, delivery schedule, or other terms affected by such change, as appropriate. (b) Seller may furnish suitable substitutes for materials unobtainable due to regulations of governmental authorities or unavailability of materials from suppliers. Details of design and construction in any quotation are approximate and subject to revision by Seller. If changes in performance of services or in materials, design, layout, or arrangement of goods are desired or required by conditions of which Seller was unaware or that were unforeseen by Seller, the price is subject to revision. (c) Buyer may cancel an order only with the written consent of Seller and upon payment of cancellation charges. In the event Seller accepts such cancellation of all or any part of the Work, Buyer shall be liable for the higher of: (i) 25% of the purchase price; (ii) any loss incurred by Seller, including, without limitation, costs of engineering, reconditioning, labor, materials, and Seller’s margin; or (iii) costs required by any cancellation and delay policy of Seller. 7. APPROVALS, INSPECTION, AND ACCEPTANCE. (a) Buyer’s approval, or failure to disapprove, of drawings submitted under an order constitutes Buyer’s acceptance of equipment design, specifications, and other data contained in Seller’s submittals. (b) Inspection of goods at Seller’s factory by Buyer, or Buyer’s representatives, will be permitted insofar as such inspection does not interfere with Seller’s production and provided that complete written details of such inspection are submitted to Seller 10 days in advance. (c) Work shall be deemed accepted, and any claim of Buyer against Seller with respect to an order shall be waived and not enforceable, unless: (i) Buyer has promptly inspected the Work, and written notice from Buyer of any defect has been received by Seller within 48 hours of rejection of any goods inspected at Seller’s factory or, if no factory inspection has taken place, then within 30 days following any performance of services and/or delivery of goods; and (ii) Buyer has given Seller reasonable advance notice and authorization to attend any tests designed to demonstrate that Seller’s performance is nonconforming or goods are defective, and the test conditions are mutually agreed to by Buyer and Seller. (d) Goods may not be returned without obtaining written authorization and shipping instructions from an authorized representative of Seller. 8. PRICES, PAYMENT, AND CREDIT. (a) Unless other terms have been expressly stated by Seller in writing, Seller’s prices: (i) are FCA Seller’s Premises (Incoterms® 2010); (ii) do not include customs duties or any domestic or foreign sales, use, excise, VAT, or similar taxes under existing or future laws (with Buyer to be charged for same, unless Buyer has provided Seller with an appropriate tax exemption certificate); (iii) are valid for 30 days from the quotation date; and (iv) do not include costs for installation of goods. All quoted prices are in U.S. Dollars and are subject to correction for clerical errors. (b) Unless otherwise agreed in writing and subject to credit approval, payment terms shall be net 30 days from completion of services performed within the continental U.S. and/or from the date of shipment for goods sold within the U.S. Unless otherwise agreed in writing, payment shall be cash in advance or letter of credit for all services performed outside the continental U.S. and all export sales of goods from the U.S.; and no later than 60 days prior to the schedule start date for services and each scheduled shipment date for goods, Buyer shall wire transfer funds to Seller’s account or cause to be issued for Seller’s benefit an irrevocable letter of credit in U.S. Dollars in the full amount of the purchase price, plus prepaid freight if applicable, such letter of credit (i) to be issued or confirmed by a prime U.S. bank acceptable to Seller; (ii) to be subject to and governed by the Uniform Customs and Practice for Documentary Credits (ICC Publication No. 500) and to be otherwise acceptable in form and substance to Seller; and (iii) to provide for payment to Seller of the full amount of the purchase price plus prepaid freight in U.S. Dollars, on presentation by Seller of sight drafts, Seller’s invoice, and such other documents as shall be reasonably required by the letter of credit. All banking and other charges for such letter of credit are for the account of Buyer. (c) Partial payments shall become due with partial performance of services or partial shipments of goods. Seller will charge 1½% per month (or such lower percentage as required by applicable law) of the unpaid invoice balance, commencing 30 days following completion of services or the shipment date of goods. Any delay in performance of services or delivery of an installment of goods shall not relieve Buyer of its obligation to accept and make payment for remaining performance or installments. If Buyer is notified by Seller that the goods are ready for shipment and there is an unreasonable delay in shipment for reasons beyond Seller’s control (including Buyer’s failure to provide shipping instructions), the completion date of the goods shall be treated as the date of shipment for payment purposes, and completed goods shall be held at Buyer’s risk of loss or damage, with Buyer paying all storage and insurance expenses. (d) Seller may, at its option, decline to provide services or deliver goods, except for cash in advance, or stop goods in transit whenever, for any reason, Seller doubts Buyer’s financial responsibility. © 2019 SPX Transformer Solutions, Inc. 12 9. GOODS FOR RE-EXPORT. If the ultimate destination of Work is outside the U.S., then Buyer shall designate such country on its purchase order. In the event that Buyer purchases Work for re-export without so notifying Seller, Buyer shall have sole liability and shall defend and indemnify Seller for any loss or damage (including, without limitation, claims of governmental authorities) arising from the export from the U.S. or import into another country of such Work, including, without limitation, those related to packaging, labeling, marking, warranty, contents, use, or documentation of the goods. Seller shall have sole responsibility for obtaining any required export licenses. Buyer shall neither take, nor solicit Seller to take, any action that would violate any anti-boycott, anti-corruption, or any export or import statutes or regulations of the U.S. or other governmental authorities and shall defend and indemnify Seller for any loss or damage arising out of or related to such action. 10. PROPRIETARY INFORMATION. Seller retains title to all engineering and production prints, drawings, technical data, and other information and documents that relate to the services and goods sold to Buyer. Unless advised by Seller in writing to the contrary, all such information and documents disclosed or delivered by Seller to Buyer are to be deemed proprietary to Seller and shall be used by Buyer solely for the purpose of inspection, installation, and maintenance and not used or disclosed by Buyer for any other purpose. 11. EXCLUSIONS. In no event shall Seller have any obligation (a) to identify or correct any defective wiring or equipment, to identify or correct any code violations, or to remove from Buyer’s premises any defective equipment unless expressly stated in the applicable scope of work; or (b) to identify, correct, abate, clean up, control, or remove from Buyer’s premises any toxic or hazardous material. 12. MISCELLANEOUS. All rights and remedies of Seller under these Terms are in addition to its rights at law and in equity. Any delegation or assignment by Buyer of any of its responsibilities or rights without Seller’s prior written consent shall be void. The validity, performance, and interpretation of these Terms and any referenced attachment shall be governed by the law of the State of Wisconsin, U.S.A., including the United Nations Convention on Contracts for the International Sale of Goods when applicable, without reference to principles of conflicts of laws. The invalidity or illegality of any provision of these Terms shall not render invalid or illegal any other provision. Seller’s failure at any time to require performance by Buyer of any of these Terms shall not serve as a waiver or diminish Seller’s right to demand strict compliance with such provision or with other of these Terms. Bob Hover ph# 970-217-8109