Carsoe REPORT No 2 Conveyor Overhaul.pdf

INSPECTION / CONDITION REPORT

Vessel/site name Hull /Bldg. No. Work Item no.

Title of work Item Paragraph

LSG Serial No.

Job Order No.

Date Submitted

Inspection Date

Type of report

IDR/CFR REQUIRED REPORT PCP

GFI condition Illegible or missing prints GFM CFM

Problem or Condition:

INFO ONLY OTHER

Prints/Dwgs do not reflect existing shipboard / site conditions; Dwg #

Recommended Action Issue change order Accept Required report Accept PCP Accept info. See Attached

Lead shop/Effected trades Originator Date

The Above Recommendations need to be contractually invoked within Days of receipt to limit production impact

This report effects critical path Charge(d ) to Basic Change to be issued Authorized to Proceed

Pricing Description M/H Lab Rate Lab $ Mat. $ Sub $ Total

Grand Total

The Lightship group Eduward J Aubin

Ed.aubin@walashek.com 606 Ten Rod Road, UNIT 6 North Kingstown, RI 02852-4240

US002519P01

April 26, 2024

Carsoe US 1080 Ewing Place, B-1, Suite 201 Seattle, WA 98119

Dear Edward and Dion

Below please find our quotation for the refurbishment equipment Report N:2 for the research vessel NOAA’s “HENRY B. BIGELOW

Price Summary

Report Number: 2

1) Pos:(1) Holding Tank (3) openings.

This tank needs refurbishment of all the UHMW guide doors.

POS Item No. Description QTY UNIT

1 60-604-41031 HYDRAULIC CYLINDER 1 EA

2 044-4415-11520 UHMW DOOR GUIDE 20 FT

TOTAL PRICE FOR ABOVE ITEMS: $ 2,550.00

Ed.aubin@walashek.com

1080 Ewing Place, B-1, Suite 201

2) Pos: (2) 24” wide modular Belt Double Knuckle conveyor.

This conveyor refurbishment needs items you see below to continue functioning correctly also needs “T style” wear strip bars this item is supply by NOAA this time for this conveyor. According to the complete inspection done. By Carsoe US Sales Engineer.

Type: CT INT H/D Width: 24" (610 mm)

Length: 13' (3.960 mm)

POS Item No. Description QTY UNIT

1 30-301-40966 MODULAR BELT PERFORATED FLAT TOP 24” x 36’-0”

LONG 1

EA

2 30-305-18257 SPROCKET 10TH, PD 6.5”, SQ.BORE 9 EA

3 20-201-40975 ELECTRICAL MOTOR HP:0.75 1 EA

4 057-5701-11039 BEARING 206 CLOSED CAP. 3 EA

5 057-5701-11040 BEARING 206 OPEN CAP. 1 EA

11 056-5602-10428-

24 IDLE SHAFT 1

EA

12 056-5602-10427-

24 DRIVE SHAFT 1

EA

13 70-703-10439 RETAINING RING SQ.1.5” 4 EA

14 60-605-12538 ROLLER CHAIN #40 SS 10 FT

15 60-605-18518 SPROCKET #40 SS 15 TOOTH, BORE Ø25mm 1 EA

16 60-605-41028 SPROCKET #40 SS 30 TOOTH, BORE Ø30mm 1 EA

18 10-102-10441 UHMW STRIP ¼”x1 ¼” A/R FT

19 10-102-10005 UHMW STRIP ¼”x2” A/R FT

20 019-1901-10007 UHMW ANGLE A/R FT

21 019-1901-12900 CONVEYOR SHOE BOTTOM KNUCKLE BELT GUIDE 2 EA

22 019-1901-10965 CONVEYOR SHOE BOTTOM KNUCKLE RETURN SHOE 2 EA

23 019-1901-22408 CONVEYOR SHOE TOP KNUCKLE BELT GUIDE 2 EA

24 019-1901-22407 CONVEYOR SHOE TOP KNUCKLE RETURN SHOE 2 EA

25 019-1901-10944 CONVEYOR SHOE TOP KNUCKLE SHOE 2 EA

26 019-1901-10947 CONVEYOR SHOE TOP KNUCKLE MIDDLE SHOE 2 EA

TOTAL PRICE FOR ABOVE ITEMS: $ 9,564.32

1080 Ewing Place,

3) Pos:4 24” Wide Modular Plastic Conveyor.

Dwg: 02D-02-0349-01-0, Job:15732, Pos: 4

This conveyor refurbishment needs items you see below to continue functioning correctly also needs “T style” wear strip bars this item is supply done. By Carsoe US Sales Engineer

Width: 24" ( 610 mm) Length: 3' ( 915 mm )

POS Item No. Description QTY UNIT

1 40969 24” Wide Modular belt L=11’ 1 EA

2 18303 Sprocket 6T 4.5” PD 1.5” SQ Bore 5 EA

3 40976 Idle Shaft 1 EA

4 11039 Bearing 206 Closed 2 EA

6 10439 Retaining Ring 1.5” SQ 10 EA

7 40962 Drum Motor HP: 1 EA

8 23973 Bushing Blue #9/16-5B 2 EA

9 26244 End Plug 2 EA

10 26248 Bushing Adapter 2 EA

11 26190 Tube Round SS 1-1/2”x16 GA (return roller) 2 FT

12 40985 Belt Guard 10’ LG 1 EA

TOTAL PRICE FOR ABOVE ITEMS 1: $ 6,786.43

1080 Ewing Place,

4) Pos: (6) 24” wide Modular belt sorting conveyor.

This conveyor refurbishment needs items you see below to continue functioning correctly also needs “T style” wear strip bars this item is supply

Width: 24" ( 610 mm ) Length: 16.75' ( 5105 mm )

POS Item No. Description QTY UNIT

1 30-301-40970 MODULAR BELT FLAT TOP 24” x 41’-0” LONG 1 EA

2 30-305-NS0816 SPROCKET 20TH, PD 3.8”, SQ.BORE 14 EA

3 20-203-40963 DRUM MOTOR HP:0.34 1 EA

4 057-5701-

11039 BEARING 206 CLOSED CAP. 4

EA

6 056-5602-

40979 IDLE SHAFT (“A”=715, “TL”=811) 2

EA

7 70-703-10439 RETAINING RING SQ.1.5” 28 EA

8 60-602-26244 END PLUG (RALPH PUGH) 6 EA

9 60-602-26248 BUSHING ADAPTER (RALPH PUGH) 6 EA

10 60-602-23973 BUSHING BLUE #9/16-5B (RALPH PUGH) 6 EA

11 10-102-26190 ROUND TUBE SS 1.5”x16GA @ 2’LONG 3 EA

12 056-5602-

40981 TAKE-UP SHAFT FOR CENTER DRIVE 2

EA

13 002-0203-

40984 IDLE PULLEY FOR CENTER DRIVE 2

EA

16 60-602-30304 2-BOLT FLANGE BEARING 20mm 4 EA

17 002-0204-

40987 UHMW DOOR 1

EA

20 002-0204-

40990 COMPLETE ROLLER FOR ROLLER CONVEYOR 40

EA

TOTAL PRICE FOR ABOVE ITEMS: $ 10,733.00

1080 Ewing Place,

5) (Pos:8) 18” Wide Modular Belt Basket conveyor.

Dwg: 02D-02-0344-04-0, Job:15732, Pos: 8

This conveyor refurbishment needs items you see below to continue functioning correctly also needs “T style” wear strip bars this item is supply

Width: 18" ( 510 mm ) Length: 20' ( 6095 mm )

POS Item No. Description QTY UNIT

1 30-301-40971 MODULAR BELT FLAT TOP 18” x 41’-0” LONG 1 EA

2 30-305-NS0816 SPROCKET 20TH, PD 3.8”, SQ.BORE 5 EA

3 20-203-40964 DRUM MOTOR HP:0.34 1 EA

4 057-5701-

11039 BEARING 206 CLOSED CAP. 2

EA

6 056-5602-

40979 IDLE SHAFT (“A”=479, “TL”=575) 1

EA

7 70-703-10439 RETAINING RING SQ.1.5” 10 EA

8 60-602-26244 END PLUG (RALPH PUGH) 12 EA

9 60-602-26248 BUSHING ADAPTER (RALPH PUGH) 12 EA

10 60-602-23973 BUSHING BLUE #9/16-5B (RALPH PUGH) 12 EA

11 10-102-26190 ROUND TUBE SS 1.5”x16GA @ 1.6’LONG 6 EA

TOTAL PRICE FOR ABOVE ITEMS: $ 7,896.98

1080 Ewing Place,

6) (Pos:(9) Basket Elevator

Dwg: 13D-60-0139-01-0, Job:15732, Pos: 9

This recommended items for refurbishment the Basket elevator you see below to continue functioning correctly. According to the complete inspection done.

By Carsoe US Sales Engineer

Type: CT BASKET ELEVATOR

1 60-604-

41022 HYDRAULIC CYLINDER SR20 2

EA

2 024-2407-

41023 BUSHING 2

EA

5 024-2407-

41026 CYLINDER GUIDE 4

EA

9 60-602-

26248 BUSHING ADAPTER (RALPH PUGH) 6

EA

10 60-602-

23973 BUSHING BLUE #9/16-5B (RALPH PUGH) 8

EA

11 60-602-

26244 END PLUG (RALPH PUGH) 12

EA

12 10-102- 26190 TUBE 1 ½”x16 GAx1.2’LONG 4.8

FT

13 10-102- 26190 TUBE 1 ½”x16 GAx1’LONG 2

TOTAL PRICE FOR ABOVE ITEMS: $ 2,012.59

1080 Ewing Place,

7) (Pos:10) 18” Wide modular belt Offal conveyor.

Dwg: 02D-02-0348-02-0, Job:15732, Pos: 10

This conveyor refurbishment needs items you see below to continue functioning correctly also needs “T style” wear strip bars this item is supply

Width: 18" ( 510 mm ) Length: 16.6' ( 5030 mm )

POS Item No. Description QTY UNIT

1 30-301-40972 MODULAR BELT FLAT TOP 18” x 43’-0” LONG 1 EA

2 30-305-NS0816 SPROCKET 20TH, PD 3.8”, SQ.BORE 5 EA

3 20-203-40964 DRUM MOTOR HP:0.34 1 EA

4 057-5701-

11039 BEARING 206 CLOSED CAP. 2

EA

6 056-5602-

40978 IDLE SHAFT (“A”=479, “TL”=577) 1

EA

7 70-703-10439 RETAINING RING SQ.1.5” 10 EA

8 60-602-26244 END PLUG (RALPH PUGH) 14 EA

9 60-602-26248 BUSHING ADAPTER (RALPH PUGH) 14 EA

10 60-602-23973 BUSHING BLUE #9/16-5B (RALPH PUGH) 14 EA

11 10-102-26190 ROUND TUBE SS 1.5”x16GA @ 1.6’LONG 7 EA

TOTAL PRICE FOR ABOVE ITEMS: $ 7,715.67

1080 Ewing Place,

8) (Pos:(11) Inspection Table with scissor lift.

Dwg: 22D-50-0206-01-0, Job:15732, Pos: 11

This recommended items for refurbishment the Inspection table you see below to continue functioning correctly. According to the complete inspection done.

By Carsoe US Sales Engineer.

Type: CT SCISSOR LIFT

1 60-604-11465 HYDRAULIC CYLINDER SR20 2 EA

2 70-703-18793 RETAINING RING, EXTERNAL 2 EA

4 041-4114-40702 2” BUSHING 8 EA

TOTAL PRICE FOR ABOVE ITEMS: $ 2,409.60

1080 Ewing Place,

9) Pos: (12) 16” wide Modular Belt Offal Conveyor

Dwg: 02D-02-0348-03-0, Job:15732, Pos: 12

This conveyor refurbishment needs items you see below to continue functioning correctly also needs “T style” wear strip bars this item is supply

Width: 16" (405 mm)

Length: 16.6' (3810 mm)

POS Item No. Description QTY UNIT

1 30-301-40973 MODULAR BELT FLAT TOP 16” x 33’-0” LONG 1 EA

2 30-305-NS0816 SPROCKET 20TH, PD 3.8”, SQ.BORE 10 EA

3 20-203-40965 DRUM MOTOR HP:0.34 1 EA

4 057-5701-

11039 BEARING 206 CLOSED CAP. 4

EA

6 056-5602-

40977 IDLE SHAFT (“A”=511, “TL”=609) 2

EA

7 70-703-10439 RETAINING RING SQ.1.5” 20 EA

8 60-602-26244 END PLUG (RALPH PUGH) 8 EA

9 60-602-26248 BUSHING ADAPTER (RALPH PUGH) 8 EA

10 60-602-23973 BUSHING BLUE #9/16-5B (RALPH PUGH) 8 EA

11 10-102-26190 ROUND TUBE SS 1.5”x16GA @ 1.4’LONG 4 EA

12 056-5602-

40980 TAKE-UP SHAFT FOR CENTER DRIVE 2

EA

13 002-0203-

40982 IDLE PULLEY FOR CENTER DRIVE 2

16 60-602-30304 2-BOLT FLANGE BEARING 20mm 4 EA

TOTAL PRICE FOR ABOVE ITEMS: $ 9,429.04

1080 Ewing Place,

10) Pos: (13) 16” wide Modular Belt Offal Conveyor

Dwg: 02D-02-0347-01-0, Job:15732, Pos: 13

This conveyor refurbishment needs items you see below to continue functioning correctly also needs “T style” wear strip bars this item is supply

Width: 16" (405 mm) Length: 16.6' (3810 mm)

POS Item No. Description QTY UNIT

1 30-301-40974 MODULAR BELT FLAT TOP 16” x 33’-0” LONG 1 EA

2 30-305-NS0816 SPROCKET 20TH, PD 3.8”, SQ.BORE 10 EA

3 20-203-40965 DRUM MOTOR HP:0.34 1 EA

4 057-5701-

11039 BEARING 206 CLOSED CAP. 4

EA

6 056-5602-

40977 IDLE SHAFT (“A”=511, “TL”=609) 2

EA

7 70-703-10439 RETAINING RING SQ.1.5” 20 EA

8 60-602-26244 END PLUG (RALPH PUGH) 6 EA

9 60-602-26248 BUSHING ADAPTER (RALPH PUGH) 6 EA

10 60-602-23973 BUSHING BLUE #9/16-5B (RALPH PUGH) 6 EA

11 10-102-26190 ROUND TUBE SS 1.5”x16GA @ 1.4’LONG 3 EA

12 056-5602-

40980 TAKE-UP SHAFT FOR CENTER DRIVE 2

EA

13 002-0203-

40982 IDLE PULLEY FOR CENTER DRIVE 2

16 60-602-30304 2-BOLT FLANGE BEARING 20mm 4 EA

TOTAL PRICE FOR ABOVE ITEMS: $ 9,477.56

TOTAL PRICE FOR ABOVE ITEMS 1 TO 10 $ 68,575.19

1080 Ewing Place, Estimate budget cost for Air freight, hotels, rental cars, and meals, shipping

Tools to Rhode Island and back to Seattle WA. On the installation NOAA's responsibility to power off and tag and lock-off all the equipment for safety. Before the Carsoe team start working on the equipment. Testing the equipment onboard the vessel after it has been refurbished, on the east coast of the United States.

When the test needs to be performed it is NOAA's responsibility to get fish if required, and to make sure that they do have crew members on board at the time the equipment is been refurbished finish to run it, so we won’t be in stand-by waiting. This test must happen in a timely fashion and should not take more than 2 hours to run the equipment at normal speed. NOAA’s crew members are responsible for start and stop. The Carsoe US technicians will need to have direct contact with the Vessel supervisor in charge, to make sure we get the appropriate help. Carsoe US will need a clean work area and no other contractors can be in the lab space during our installation. Installation delayed because of shipyard work or other circumstances beyond our control, will require a change order all are installations are based on Time and Materials any additional work o changes on material, parts, and time it will be added extra as a change order.

Budget estimate price based on time and material for installation according to inspection on the NOAA Vessel Henry Bigelow by Carsoe Sale Engineer, for this installation will be two Carsoe US technicians for 10 days plus Project Manager for 5 days on the side. Estimate included Airfare, travel time, hotels, rental cars, meals and shipping tools.

ESTIMATE BUDGET INSTALLATION PRICE: $ 65,800.00

Installation location:

NOAA Ship Henry B. Bigelow

Naval Station Newport – Pier 2

47 Chandler Street

Newport, RI 02841

1080 Ewing Place, The following is not included in the installation:

1) Electricity.

2) Fastening of Carsoe machines to floor: Doubling plates are made of stainless steel and supplied by Carsoe, but the work is to be done by the shipyard/ship owner.

3) Fish machines: Foundation and lining-up of machines are done by the shipyard/ship owner.

4) Water: All piping to be done by shipyard/ship owner.

5) Grids and connections: Various grids for working stations and connections are supplied by the shipyard/ship owner.

6) Crane assistance: The shipyard/ship owner will put crane and personnel at our disposal when machines are taken on and off the vessel.

7) Locations and assembly assistance: The shipyard/ship owner will put personnel at our disposal for location and assembly of machines under the supervision of a Carsoe technician.

8) Hydraulic piping.

9) Hydraulic power pack.

10) Pneumatic piping.

11) If structural changes on the vessel are needed, it is to be done by the shipyard/ship owner.

12) Fire watch and hot works permit.

1080 Ewing Place, As on-board installations often involve factors beyond our control, this price is an estimate only. The actual price will be for time and material used.

Hourly rates for one technician:

Regular: $108.00

Overtime: $137.00

Hourly Rates Installation vessel:

Regular: 114.00 Overtime: 148.00

Hourly Rates for Project Manager hours:

Regular: 120.00 Overtime: 154.00

1080 Ewing Place, B-1, Suite 201

Delivery Terms

To be agreed upon.

Delivery time X weeks from date of order.

Freight is not included.

Payment Terms

Terms of payment for amount under $15,000.00

1. Net 30

Terms of payment for amount above $15,000.00

1. Down Payment:

50% of the total order value due when Carsoe has issued an invoice for the down payment after received acceptance of the proposal from customer.

2. Delivery Payment:

50% of the total order value payable when Carsoe has made the equipment available for delivery.

3. Terms of Payment Installation:

The order value payable at the date of installation or Inspection, but no later than 30

(thirty) days after installation.

THIS QUOTATION IS NOT VALID UNLESS ACCOMPANIED BY CARSOE’S TERMS AND

CONDITIONS, INCLUDING DISCLAIMERS OF WARRANTY AND LIMITATIONS OF

LIABILITY AND REMEDIES.

Thank you for contacting Carsoe US Inc. regarding this project. I look forward to working with you.

Kind regards, Carsoe US Inc.

Sales Contact

Project Manager / Sales Eng.

Sergio E Fernandez

Customer Signature:

Date: __________________________

1080 Ewing Place, B-1, Suite 201 Seattle, WA 98119

GENERAL TERMS AND CONDITIONS OF SALE APPLIED BY CARSOE U.S. INC. (Version 1.0)

Article 1. Acceptance of GTC, Contract documents

1.1 These GTC apply to all legal relationships between Seller and Customer for the sale of Products by Seller to Customer. By entering into such a legal relationship with Seller, Customer expressly acknowledges and accepts the applicability of the GTC.

1.2 The final written order confirmation prepared by Seller or a separate written contract signed by Customer and Seller is the final expression of the agreement between Seller and Customer. Unless attached as an annex to the Contract, all drawings, specifications, samples and models shown shall not be a part of the Contract. In case of any discrepancies between such order confirmation or contract and the GTC, the order confirmation or contract shall prevail.

Article 2. Definitions The following words, when starting with a capital, shall have the following meanings:

“Contract”: The final written order confirmation prepared by Seller, or a separate written contract signed by Customer and Seller.

“Commissioning Activities”: All work performed at Customer’s facilities and related remote log in activities from the start of running in and the tests of the Equipment until the moment of acceptance by Customer as defined in Article 5.

“Customer”: The customer to whom Products are sold or offered for sale.

“Equipment”: Machines, installations, all components and parts thereof, and other movable property.

“GTC”: These general terms and conditions of sale applied by Seller.

“Installation Activities”: All activities outside Seller’s facilities (including all preparations and inspections at the place of installation) concerning the erection of Equipment at the agreed location and related remote log in activities, up to the Commissioning Activities.

“Carsoe U.S. Inc. Software”: Software, e.g. Innova, and associated documentation that is developed by Carsoe U.S. Inc..

“Products”: Equipment, Services and/or Carsoe U.S. Inc. Software.

“Revision”: Repair and/or improvement of Equipment at the request of Customer, outside of the scope of any warranty.

“Seller”: The Carsoe U.S. Inc. company selling the Products.

“Service(s)”: Installation Activities, Commissioning Activities, Supervision, Revision, and other services.

“Software”: Carsoe U.S. Inc. Software and Third Party Software.

“Supervision”: The giving of instructions and advice concerning the work performed by Customer and any third parties.

“Third Party Software”: Software and associated documentation that is not developed by Seller and is licensed to Customer by a third party.

Article 3. Price, Payment, Title and Additional work

3.1 All prices quoted by Seller are, unless agreed otherwise in writing, valid for

60 days, and are exclusive of any applicable (withholding) taxes, VAT or any applicable local duties or levies, like but not limited to costs that are issued by handling agents, harbour authorities and the like. The prices specified in the Contract are based upon the delivery and payment terms specified in the Contract and take into account agreed upon limitations of liability, limitations in warranties and the like.

3.2 All payments must be made in full in the agreed currency, without any kind of deduction, deferment or set-off, to the account of Seller on the date as specified in the invoice.

3.3 In case of default of payment Customer is obliged to pay interest of 7 percentage points above the European Central Bank base rate for main financing operations per annum plus all collection charges (including reasonable attorney’s fees).

3.4 Customer hereby authorises Seller to charge additional work performed pursuant to the Contract as soon as possible after notification to Customer.

Any additional work performed pursuant to the Contract shall be subject to these GTC.

3.5 Unless otherwise expressly provided in the Contract the price for Products shall be payable 10 days from receipt of invoice.

3.6 The title to and ownership of the Equipment shall remain the Seller’s until full payment is received by Seller. If the applicable law system (as stated in Article 19 below) does not recognise the concept of retention of title then Seller shall retain a security interest or pledge (of a kind that is valid according to the applicable law system) in the Equipment until full payment has been received by Seller. Seller is hereby empowered to file the necessary documents for such retention of title or security interest or pledge in the name of and on behalf of Customer. In both situations, Customer shall not be permitted to pledge or encumber the Equipment until payment in full of the amount due under the Contract has been received by Seller. Customer shall permit Seller to have free and complete access to the installation site for the purpose of enabling Seller to record and enforce its rights to the Equipment and Customer shall otherwise fully cooperate with Seller in enforcing Seller’s rights. In addition, until full payment has been received by Seller, Customer shall maintain sufficient insurance on the Equipment against loss or damage by fire and hazard covered under extended coverage during the period between delivery and final payment. If Customer violates any of its obligations described in this Article 3.6 it has to pay liquidated damages of Euro 1,000 for each day of the violation. Payment of these liquidated damages leaves all Seller’s other rights (including full damages) in full force.

3.7 In cases where Seller is providing Services for which no fixed price has been agreed, the price shall be determined by Seller using its standard rates applicable when the Services were rendered. Furthermore, Seller may charge all costs incurred including a reasonable surcharge. Seller shall document the surcharge if requested.

3.8 If the prices of one or more of the cost components included in the price of the Products offered to Customer increase after the date of providing a quotation or the date of concluding the Contract – whether or not this takes place as a result of foreseeable circumstances or as a result of government regulations – Seller is entitled to increase the agreed-upon price accordingly.

3.9 If security for the payment for Equipment has been provided by a bank or another third party and shipping of the Equipment cannot take place due to circumstances not attributable to Seller, Seller is entitled to claim any unpaid part of the sale price from the bank or other third party against submission of proof that the Equipment has been deposited at a warehouse. Such deposit takes place at the expense and the risk of Customer. The day on which the Equipment is deposited by Seller shall be regarded as the date of delivery.

Any shipping documents or other documents to be handed over by Seller to obtain payment from a bank or another third party shall immediately be given by the issuer of such document to Seller.

Article 4. Delivery, Delay and Risk

4.1 Unless otherwise agreed in writing all Equipment and Software is delivered

Free Carrier at Seller’s premises according to the most recent version of the Incoterms valid on the day of the Contract. Reasonable partial deliveries and transshipment are permitted.

4.2. The agreed delivery period begins on the day that the Contract is concluded, provided that all information necessary for the work has been received by Seller in time, that the agreed layout has been signed by Customer in time, that agreed deposits have been made by Customer in time and that agreed payment securities have been provided in time. The agreed delivery period is, unless explicitly specified otherwise in writing, an estimation and not a deadline.

4.3 In the event of a delay in delivery due to circumstances beyond Seller’s control, Seller shall store the Equipment until delivery can take place at the risk and for the account of Customer.

4.4 If a penalty or liquidated damages for late delivery are agreed upon in the Contract the penalty or liquidated damages due shall be 0.5% (half) of the price of the delayed Equipment per full week delay and the maximum of the total due penalties or liquidated damages shall never exceed 5% (five) of the price of the delayed Equipment. An agreed contractual penalty or liquidated damages – if any - imposed in case of delay is, unless the applicable law prohibits this, considered to be the sole and complete settlement of the consequences of late delivery. Such a penalty or liquidated damages shall under no circumstances be incurred if the late delivery in whole or partly is a result of force majeure or other circumstances beyond Seller’s control, or is caused by Customer.

4.5 The risk of the loss of or damage to Equipment passes to Customer in accordance with the applicable Incoterm. If no Incoterm has been agreed the risk of loss or damage passes i) if Seller is responsible for the transport at the moment when the Equipment is delivered at Customer’s premises or ii) if Customer is responsible for transport at the moment when the Equipment is delivered to the first transport carrier. If Seller carries out Services on existing Equipment of Customer, said Equipment remains at all times at the risk of Customer.

Article 5. Acceptance

5.1 Customer shall be considered to have accepted the Equipment and/or

Software upon completion of the earliest of the following:

a) at delivery of the Equipment and/or Software according to Article 4.1; or

b) at completion of a successful test run if this is defined in the Contract. If such test has not been duly specified in the Contract, Seller shall execute its standard test. If the test, due to causes attributable to Customer, has not been performed within thirty (30) days after Seller has notified Customer of its readiness to perform the test, Customer shall be deemed to have accepted the Equipment and/or Software; or

c) when Customer starts operating the Equipment and/or Software.

5.2 After delivery and until completion of a successful test, if applicable, Customer agrees to insure the Equipment and/or Software against all forms of damage as well as against theft.

5.3 In the event that a test reveals faults that do not substantially impair the functioning of the Equipment and/or Software, the test shall nonetheless be considered successfully completed. Seller is entitled and obliged to remedy any faults within a reasonable time. Should the test not be successfully completed, Seller is entitled to remedy the observed faults and a new test shall be held within a reasonable term.

Article 6. Items to be provided by Customer, Interfaces, Coordination

6.1 Customer shall make available in a timely manner and at no costs of Seller all the tools, qualified labourers that understand and speak English (or any other language agreed upon), oils, lubricants, water, steam, oxygen, electricity, air, drawings and other data, raw materials, and other items and services requested by Seller for rendering Services (including tests). This includes but is not limited to:

- a suitable work and storage space as close as possible to the location where the Services are to be performed;

1080 Ewing Place, B-1, Suite 201 Seattle, WA 98119

- placing of Equipment at the installation area that is in an appropriate state to begin installation;

- all construction work inclusive of, but not limited to, the following:

foundation, cabling, piping, anchor bolts, floor gutters, frames, grids, cover-plates, beams required for supporting the piping and cabling and for mounting overhead conveyors and Equipment to the roof structure;

- installation and mounting of the Equipment according to supervision and instructions of Seller. Customer shall supply sufficient handling assistance and handling equipment, including cranes and fork-lifts etc, for the unloading and placing of the Equipment;

- delivery, installation and connection of all cables other than machine-internal cables, including power cables, data cables, control and signalling cables, etc. from master control panels and operation centres to and between termination points on the individual pieces of the Equipment according to Seller’s diagrams, including separate shielded cable ducts or cable pans for power and data in accordance with the specifications of Seller;

- standard IT hardware and software as provided for (if not included in the quotation);

- placing of main servers (if any) in a dry, clean and air-conditioned room with sufficient telephone and data connections to Seller’s supervisor and on-line service;

- work permits and other permits required in the country where the Equipment has to be installed.

6.2 Unless agreed otherwise in the Contract, Seller is not responsible for:

- interfaces between on the one hand its Equipment and/or Software and on the other hand items from or supplied by Customer or third parties;

- compatibility with other software of Customer;

- coordination between the work of Seller and other suppliers.

Article 7. Governmental regulations/Safety/Hygiene/Use

7.1 During the development of the Equipment Seller has, for the parts and components intended to come into contact with food, taken into account European Regulation 1935/2004/EC and European Directive 2002/72/EC and for Equipment to be installed in the USA also FDA 21 Code of Federal Regulations part 170. For individual pieces of Equipment Seller has furthermore taken into account Machinery Directive 2006/42/EC, provided that Customer has installed safety devices that are its responsibility according to the Contract. Moreover Equipment to be installed in the USA has been designed with guarding and safety according to Occupational Safety and Health Standards (OSHA) valid at the time of Contract signing.

Seller does not guarantee that the Equipment meets all locally applicable regulations concerning safety and working conditions and other local regulations, unless this has been explicitly agreed in the Contract in writing.

If before startup of the Equipment an inspection by the local (supervisory) authorities is required this is Customer’s responsibility.

7.2 Seller shall ensure that, during their work, its employees shall respect local safety legislation that is made known to and accepted by Seller. Customer shall ensure that Seller’s employees can execute their work in a safe manner without risk to their health.

7.3 The Products are only intended for the use that is explicitly described in the Contract and Seller’s manuals. Any other use of the Products, even if it is known to Seller, is not Seller’s responsibility and cannot be deemed to be normal use.

Article 8. Software

8.1 If the Products include any Carsoe U.S. Inc. Software and Customer and

Seller did not agree upon a separate licence agreement for such software Seller grants to Customer a non-exclusive, non-transferable and non-sublicensable licence to install such software on one database and to utilise said Carsoe U.S. Inc. Software, as embedded software or application software as the case may be, in the manner prescribed in the Contract.

Unless agreed otherwise, use of the Carsoe U.S. Inc. Software by others than Customer’s employees or by more employees than for whom a licence is acquired is prohibited. Seller retains the right to terminate this licence to the extent that the terms of the licence are violated or Customer otherwise breaches the terms of the Contract.

8.2 The ownership and all rights of industrial and intellectual property over the Carsoe U.S. Inc. Software remain at all times the property of Seller. Any copyright marks may not be removed by Customer.

8.3 Customer is entitled to make one copy of the Carsoe U.S. Inc. Software for back-up purposes, which must be labelled as a copy and affixed with any copyright identification of Seller.

8.4 Customer agrees not to change, decompile, analyse, re-engineer or copy, except as expressly allowed herein, the Carsoe U.S. Inc. Software

8.5 The source code of the Carsoe U.S. Inc. Software will not be made available to Customer.

8.6 Seller shall not be liable for loss of electronic data by Customer.

8.7 Maintenance and service of the Carsoe U.S. Inc. Software is conditioned on a separate software maintenance and/or service and support agreement.

8.8 Upgrades and service packs for Innova software are, if provided, deemed to be part of the licence described in Article 8 and are delivered “as is” and are, except for the installation costs, at no cost to the Customer for the first year after delivery, after which maintenance of the Innova software in question is conditioned on a separate maintenance agreement.

8.9 If the Products include Third Party Software, Seller will on behalf of Customer obtain an adequate licence agreement for said software from the third party in question.

Article 9. Warranty

9.1.1 Equipment: Seller, except as set forth below, warrants all Equipment, including parts and components hereof manufactured by Seller, to be free of defects in design, materials and workmanship for a period of twelve (12) months from the date of delivery as defined in Article 4.1. No warranty is given for wear and tear parts and consumables. The warranty is conditioned on a maximum of eight (8) running hours for the Equipment in each twenty-four (24) hour period in a five-day work week. If the running hours of the Equipment exceed said number of hours, the warranty period shall be reduced proportionally. For items that are replaced under the warranty within the last 3 months of the warranty period a new one-time warranty period of 3 months shall apply.

9.1.2 Carsoe U.S. Inc. Software: Seller warrants during the above mentioned warranty period that the Carsoe U.S. Inc. Software will not fail to perform substantially in accordance with the Contract due to defects in workmanship, provided that such possible defects are defined as reproducible deviations with respect to the software specifications provided by Seller, which were present at the moment of release and which substantially impair the use of the Equipment. However, Seller does not warrant that the operation of the Carsoe U.S. Inc. Software shall be uninterrupted or error free. Seller expressly waives any liability for lack of compatibility with or failures in computer hardware and/or firmware from a third party on which the Carsoe U.S. Inc. Software is installed, whether supplied by Seller or Customer.

9.2 Seller shall have no liability under this warranty in the event that;

a. Customer fails to observe Seller’s instructions concerning the use, cleaning and/or maintenance of the Equipment and this failure has caused the defect of the Equipment;

b. Customer modifies or repairs the Equipment, allows a third party to do so or uses spare parts not approved by Seller for maintenance without Seller’s prior written permission;

c. Customer fails to notify Seller of any defect immediately upon Customer’s discovery of the defect or in any event within seven (7) days after the discovery of the defect;

d. the defect is due to normal wear and tear, misuse, substandard operator performance, use of other raw materials then specified or is caused by force majeure.

e. the defect arises from electromagnetic interference (EMI), radio frequency interference (RFI), lack of electromagnetic compatibility (EMC), lightning or similar causes.

9.3 During the warranty period, Seller shall at its sole discretion remedy faults falling under the warranty free of charge either i) by repair of the faulty Equipment or Carsoe U.S. Inc. Software, whether or not at Customer’s location, or ii) by making replacement Equipment or Carsoe U.S. Inc.

Software available at Seller’s premises. If these two remedies, after a reasonable number of attempts, do not remedy the defect Customer may as the sole and exclusive remedy ask for reimbursement of the purchase price of the defective part. To the extent permitted by the applicable law all other and/or further costs related to the remedy of Seller as described in section

9.3 (i) – (ii), including but not limited to transportation costs, travel and accommodation expenses, labour costs, costs of disassembly and re-assembly, and costs to solve problems that are not covered by the warranty, shall be at the expense and risk of Customer.

9.4 SELLER MAKES NO WARRANTY, EXCEPT AS SET FORTH ABOVE, AND

ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED,

INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

Article 10. Limitation of liability

10.1 The total liability of Seller, its subcontractors and its suppliers, whether for breach of the Contract, tort (including negligence whether sole or concurrent), strict liability, under any warranty, or otherwise arising out of, connected with, or resulting from the manufacture, sale, delivery, resale, repair, replacement, installation, servicing or use of the Products and Third Party Software, shall in no event exceed fifty percent (50%) of the purchase price paid by Customer for the particular component or item of Product or Third Party Software or euro 200,000, whichever amount is the lowest. In no event shall Seller, its suppliers or its subcontractors be liable for any special, incidental, indirect or consequential damages of any nature whatsoever, whether by agreement, tort (including negligence whether sole or concurrent), strict liability, under any warranty, or otherwise, including, but not limited to, loss of revenue, loss of profit, loss of or damage to Products, diminution in value of goods, costs of capital, claims of third parties of whatever nature, cleaning costs, recall costs, costs and expenses incurred in connection with installation, commissioning, subcontractor, independent labour, overhead, transportation or substitute Equipment or supply sources, lay time of a vessel, etc.

Furthermore, Seller is not liable for damages arising out of Products that are not specifically mentioned in the Contract. This limitation of liability shall not apply in case of gross negligence or wilful misconduct by Seller.

10.2 Customer shall indemnify and hold Seller harmless for any claim by any employee or agent of Customer or any third party for damage or personal injury which is directly or indirectly caused by the non-compliance of Customer or personnel of Customer or any third party with Seller’s safety, operation and/or maintenance instructions. Said indemnification includes costs incurred by Seller and attorney fees and expenses paid by Seller.

10.3 The limitations of liability described in this Article 10 explicitly also apply and prevail if warranties are violated by Seller or if indemnities have been given by Seller.

1080 Ewing Place, B-1, Suite 201 Seattle, WA 98119

10.4 After acceptance of the Products by Customer the sole liability of Seller regarding its obligations to fulfil the Contract is limited to fulfilment of the warranty obligations as specified in Article 9.

Article 11. Default of Customer If Customer does not fulfil any of its obligations under the Contract after receipt of a written notice of default, Seller may at its own discretion choose one or more of the following remedies:

- choose to carry out or employ a third party to carry out Customer’s obligations, or otherwise take such measures as under the circumstances are appropriate in order to minimise the effects of Customer’s default;

- suspend its performance of the Contract wholly or in part;

- terminate the Contract wholly or in part;

- request due performance of the Contract by Customer.

Customer shall reimburse Seller for any reasonable costs and all damages caused by the default. In case of termination of the Contract any amounts already received by Seller shall be deemed to be liquidated damages paid, or to be paid, by Customer and Seller shall be entitled to claim further damages if these exceed the amount of liquidated damages.

In case of a default of Customer and in case of bankruptcy, (provisional) suspension of payment, receivership (or comparable situation in the country in which Customer has its offices) of Customer, Seller has the right to immediately claim all amounts under the Contract.

Article 12. Termination of Contract by Customer

Customer is only entitled to terminate the Contract in case of repeated fundamental breach of the obligations of Seller. Mistakes in transport documents or late delivery not exceeding a period of 10 weeks are not considered as a fundamental breach.

Article 13. Force Majeure

Neither Seller nor Customer shall be deemed to be in default of or to have breached any provision of the Contract or the GTC as a result of any delay, failure in performance or interruption of service resulting directly or indirectly from events of force majeure, whether or not the events were foreseeable at the time of the execution of the Contract, which render the fulfilment of the Contract excessively more expensive or temporarily or permanently impossible. Force majeure includes but is not limited to acts of God, strikes, lock outs or other industrial disturbances, labour shortages, war, blockades, transport problems, import or export regulations or embargoes, civil disturbances, epidemics, direct or indirect government action (including legislation and regulations), shortage of or inability to obtain raw materials, casting faults and any other circumstances beyond the reasonable control of the party affected. Force majeure does not include the inability of Customer to pay the purchase price for whatsoever reason.

In the event of force majeure the party invoking force majeure shall give written notice of the start and the end of the force majeure circumstance to the other party within two (2) weeks.

In the event of a party invoking force majeure, the obligations of both Seller and Customer can be suspended while the force majeure situation lasts. If the force majeure continues for a period exceeding six (6) months, both Seller and Customer shall have the right to terminate the Contract without further liability each to the other, except liability which has already accrued other than by reason of the force majeure.

Article 14. Intellectual and Industrial Property Rights, Confidentiality

14.1 Seller retains all intellectual and industrial property rights with regard to the

Products. Customer agrees not to assert any intellectual/industrial property rights in the Products, any modification to the Products, processes relating to the Equipment, or any other matter that is a reasonable extension of the function or functionality of the Products.

14.2 To the best of Seller’s knowledge the Equipment provided does not at the moment that the Contract is signed infringe intellectual and/or industrial property rights of third parties valid at the place where the Equipment shall be installed by Seller. If the Equipment nevertheless at the moment that the Contract is signed violates any such intellectual and/or industrial property rights, Seller shall at its discretion:

- procure for Customer the continued right to use the Equipment;

- modify the Equipment so that it is non-infringing;

- replace the Equipment with non-infringing Equipment; or

- terminate the Contract or a part of the Contract and return the purchase price (minus a reasonable amount for depreciation) that relates to the infringing part of the Equipment that Customer has paid, provided the Equipment is returned to Seller.

14.3 Seller’s obligations mentioned in Articles 14.1 and 14.2 do not apply if Customer does not inform Seller without unreasonable delay of the alleged infringement, does not give Seller the possibility to take over the defence or does or omits anything that harms the position of Seller.

14.4 All other liability of Seller for infringement of intellectual or industrial property rights of third parties is, except for gross negligence or wilful conduct of Seller, excluded.

14.5 In no event shall Seller be liable to any third party for any claim of intellectual and/or industrial property infringement with respect to the Products, if the claim is related to illustrations, drawings, catalogues, specifications or other materials supplied to Seller by or on behalf of Customer.

14.6 All information and documentation furnished to Customer by Seller shall, unless explicitly agreed otherwise in writing, remain the property of Seller, may not be copied by Customer and shall not be disclosed to any third parties by Customer and shall only be used by Customer for the purpose for which it was disclosed.

Article 15. Services

15.1 Services shall be provided by Seller only to the extent described in the

Contract or a special service level agreement and shall be subject to the terms of said service level agreement and the general terms herein. Any Services by Seller shall impose no obligation on Seller except to perform said activity in a workmanlike manner and shall imply no warranty as to the completeness of the Service or as to the overall performance of the Equipment. Unless specifically otherwise agreed in writing, during Services Seller is not obliged to inspect if all safety devices of its Equipment are still functional.

15.2 Seller’s supervisors will be required to give general advice and guidance in the English language (or any other language agreed upon) for the installation of materials supplied by Seller, but they will not be responsible for bad workmanship and work not carried out in accordance with advice given and drawings and specifications. Neither are they expected to check if all instructions are executed properly.

Article 16. Survival of Terms After termination, dissolution or invalidation of the Contract or the GTC for whatever reason, the GTC and the Contract continue to apply insofar as these have independent significance and/or insofar as required for the regulation of the consequences of the termination, dissolution or invalidation, including but not limited to the provisions concerning secrecy, delivery, liability, legal jurisdiction and applicable law. If any part of the GTC or the Contract is determined to be unreasonable or void, the rest of the GTC and respectively the Contract may still be enforced and the unreasonable or void provision shall be replaced by a new provision approximating the nature and scope of the unreasonable or invalid provision as much as possible.

Article 17. Sole Agreement The GTC and the terms of the Contract constitute the entire agreement between Seller and Customer regarding the sale and purchase of Products, and supersede all prior agreements or representations, written or oral, if there be any.

Article 18. Additional Provisions

18.1 Weights, measures, capacities, yields and other data mentioned in sales brochures, advertisements and the like and samples shown or provided have the character of indications.

18.2 Seller does not allow transfer of warranty rights, licences or other rights granted under the Contract without the prior written permission of Seller

18.3 The headings in the GTC are only for purposes of clarification. References in the GTC to specific regulations and laws also include the successors of these.

18.4 Seller reserves the right to change the design and execution of the Equipment if, in its judgment, this is reasonably non-detrimental to the quality.

18.5 If Customer sells the Products or Third Party Software to third parties or exports these it shall at all times respect the import and export laws that are applicable to sales of this nature.

Article 19. Governing Law and Jurisdiction

19.1 All legal relationships between Seller and Customer shall be governed and interpreted solely in accordance with the laws that apply in the country/state in which Seller has its registered offices. For domestic sales in the USA the Uniform Commercial Code (UCC) as implemented in the state in which Seller has its registered offices shall also be applied. In all other instances, even if it is a domestic sale, the United Nations Convention on the International Sale of Goods of 1980 (CISG) shall also be applied and prevail over the local applicable law.

19.2 Any dispute, controversy or claim arising out of or in connection with the present terms and conditions of sale, the Contract or any legal relationship arising from it, including any disputes regarding the existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The seat of arbitration and place of the hearings shall be the place where Seller has its registered offices. The language of arbitration shall be English. Seller may also start legal action before the competent courts in the place where Seller or Customer has its office or where the Equipment is located. This exclusion does not constitute a waiver of the right of Seller to submit any dispute for arbitration.

Article 20. Amendments and Waiver The terms and conditions set forth herein and the Contract may be amended or waived only in writing signed by authorised representatives of both parties. No waiver of any term or condition shall be understood as a waiver of any other term or condition, or as a waiver of any subsequent breach of the same term or conditions.

REMEDIES

Fire Alarm_Additional Page