Item 4E FINAL Item 4E
Page 1 of 3
M E M O R A N D U M
(April 17, 2018)
To: Shana Yelverton, City Manager
From: Rob Cohen, Director of Public Works
Subject: Approve the purchase of tank mixing systems for the City's
water storage facilities with PAX Water Technologies, Inc., a
UGSI Solutions Company, in an amount not to exceed
$500,000
Action
Requested: Approve the purchase of tank mixing systems for the City's water
storage facilities with PAX Water Technologies, Inc., a UGSI
Solutions Company, in an amount not to exceed $500,000.
Background
Information: The City of Southlake purchases its potable drinking water from the
City of Fort Worth through a Wholesale Purchase Agreement. This
water is delivered to the City’s two entry points at the pump
stations. It is then the responsibility of the City to ensure the water
quality is maintained throughout the City’s distribution system as it
is delivered to Southlake’s customers.
The City, also referred to as a Public Water System (PWS) by the
Texas Commission on Environmental Quality (TCEQ), is required
to comply with Federal and State requirements for monitoring,
maintaining, and reporting drinking water disinfectant levels to
ensure public health.
A PWS that serves more than 751 customers must collect and
sample disinfectant levels at least one time per day each day
throughout the distribution system to obtain a citywide sampling of
the quality of the water. On average, Water Division personnel
collect 300+ total chlorine samples per month by hand as part of
the City of Southlake’s Water Quality Program.
In 2017, the City contracted with engineering firm Freese and
Nichols, Inc. to conduct a Water Quality Evaluation to outline
proactive recommendations that the City could implement to further
maintain chlorine disinfectant levels. As part of the evaluation,
Freese and Nichols modeled the City’s water distribution system to
Item 4E
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study the effects of seasonal demand, storage times, and travel
times on disinfectant levels.
The final Water Quality Report dated July 2017 recommends that
the City install tank mixing systems in all of the City’s water storage
facilities. The City has three 5.0 MG ground storage reservoirs and
four 1.5 MG elevated storage facilities to serve Southlake
customers.
Tank mixing systems prevent the water from becoming stagnant.
By constantly blending the water, the chlorine disinfectant level is
more readily maintained and more equally distributed. The
electrically powered mixers will be tied in to the City’s remote
SCADA control software.
The City has received approval from the TCEQ to install and
operate the tank mixing systems. This endeavor will help Staff
maintain water quality and the City’s “Superior” water rating by the
TCEQ.
Financial
Considerations: Funding for the tank mixing systems is available in the FY 2018
Council approved Capital Improvements Program (CIP).
Strategic Link: This item links to the City’s strategy map relative to the strategic
focus areas of Safety & Security and Infrastructure. The specific
corporate objectives that are met by this item include: (C1) Achieve
the highest standards of safety & security, and (F2) Invest to
provide & maintain high quality public assets.
Citizen Input/
Board Review: N/A
Legal Review: None
Alternatives: The City Council may approve or deny this request.
Supporting
Documents: Attachment A: PAX Water Technologies Proposal dated March 20,
2018
Attachment B: Texas Commission on Environmental Quality
Approval Letter dated February 26, 2018
Item 4E
Page 3 of 3
Staff
Recommendation: Approve the purchase of tank mixing systems for the City's water
storage facilities with PAX Water Technologies, Inc., a UGSI
Solutions Company, in an amount not to exceed $500,000.
Staff Contact: Rob Cohen, Director of Public Works
Cristina McMurray, M.P.A, C.P.M, Deputy Director of Public Works
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
FIRM PROPOSAL
PAX MIXERS
FOR
CITY OF SOUTHLAKE, TX
7 TANKS
PAX Water Technologies, Inc. File No.: P18-3301 Rev 1
Prepared on: March 20, 2018
SALES REPRESENTATIVE:
UGSI Chemical Feed, Inc./Process Solutions, Inc.
John Koch
5902 Hidden Lakes Dr.
Kingwood, TX 77345
T: (888) 774-4536
Email: jkoch@ugsicorp.com
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
TABLE OF CONTENTS
Cover Letter
Section 1: Scope of Supply
Section 2: Proposal Acceptance
Section 3: Terms and Conditions
IMPORTANT NOTICE: All the information in this Proposal or supplied in connection with this Proposal
(including drawings, designs and specifications) (collectively, the “Information”) is confidential and has been
prepared for Buyer’s use solely in considering the purchase of the goods and services described.
Transmission of all or any part of this Proposal to others or use by Buyer for other purposes is unauthorized
without Seller’s advance written consent.
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
March 20, 2018
Kyle Flanagan
City of Southlake, TX
1950 E Continental Blvd, TX 76092
Re: PAX Mixers for Southlake TX – 7 Tanks
PAX Water Technologies, Inc. File No: P18-3301 Rev 1
Dear Kyle,
Thank you for your interest in PAX Water Technologies, Inc., a UGSI Solutions company. We are ple ased
to provide a Proposal for (4) PAX PWM400 mixers and (3) PAX PWM500 mixers for 7 Tanks. Our Proposal
is based on the following design criteria:
Dove Tank:
Gallons of Stored Water, in Millions 1.5
Tank Type Elevated Composite
Tank Diameter, in feet 114
Miron Tank:
Gallons of Stored Water, in Millions 1.5
Tank Type Elevated Composite
Tank Diameter, in feet 114
Florence Tank:
Gallons of Stored Water, in Millions 1.5
Tank Type Elevated Composite
Tank Diameter, in feet 114
Bicentennial Tank:
Gallons of Stored Water, in Millions 1.5
Tank Type Elevated Composite
Tank Diameter, in feet 114
Pearson Tank 1:
Gallons of Stored Water, in Millions 5
Tank Type Steel GST
Tank Diameter, in feet 158
Tank Height, in feet 34
Pearson Tank 2:
Gallons of Stored Water, in Millions 5
Tank Type Steel GST
Tank Diameter, in feet 158
Tank Height, in feet 34
TW King Tank:
Gallons of Stored Water, in Millions 5
Tank Type Steel GST
Tank Diameter, in feet 158
Tank Height, in feet 34
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
The PAX PWM400/500 mixer is a submersible active mixing system for potable water storage tanks and
reservoirs. When operated correctly, the PAX PWM400/500 mixer can rapidly eliminate thermal
stratification, decrease ice formation, rapidly blend and distribute doses of residual disinfectant, and
maintain uniform chemical and temperature conditions. Under some conditions, the mixing action can also
reduce the rate of residual disinfectant loss and lower volatile disinfection byproduct levels inside the tank
when used as part of an in-tank aeration system.
Equipment start-up can be provided by PAX or the local PAX representative. PAX will provide installation
a start-up checklist form.
A detailed scope of work and firm price for the complete system is listed in Section 1 of this Proposal.
Section 3 includes our standard Terms and Conditions. All pricing is based on the scope of work described
in Section 1 and the Terms and Conditions in Section 3.
The PAX line of water mixers offers many advantages, including:
• Eliminates thermal stratification, short-circuiting and “dead zones”
• Eliminates chemical stratification and residual loss
• Lowers surface water temperature and combats biofilm growth
• Reduces variability in water taste and odor
• Reduces nitrification risk in chloraminated water systems
• Lowers rate of disinfection by-product (DBP) formation
• Delivered and installed quickly, with minimal construction and installation cost
• Proven track record supported by years of successful operational experience
We look forward to working with you on this project. If we can be of any further assistance, please do not
hesitate to contact me at (888) 774-4536.
Thank you.
Sincerely,
John Koch
Regional Sales Manager
cc: David Haines, PAX Water Technologies, Inc.
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
SECTION 1
SCOPE OF SUPPLY
PAX MIXERS
A. Scope of Work by PAX
B. Scope of Work by Others
C. Clarifications
D. Terms of Payment/Price Validity
E. Warranty
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
A. SCOPE OF WORK BY PAX
The following equipment and services comprise our scope of work:
PAX MIXERS:
No Item Description
Qty.
1. PWM400 Mixer Wet Assembly
▪ For Dove Tank, Miron Tank, Florence Tank, and Bicentennial Tank
▪ Stainless steel 316 impeller
▪ Passivated to minimize corrosion
▪ The ability to function continuously regardless of tank cycles
▪ 230V single phase ½ horsepower water-cooled motor provided by the
PAX Control Center
4
2. PWM400 Control Center Dry Assembly with SCADA Compatibility
For Dove Tank, Miron Tank, Florence Tank, and Bicentennial Tank
Nema 3R Enclosure:
▪ Lockable and weather resistant
▪ Overall weight of control center less than 50 lbs.
▪ Green and Red LED Indicator lights to display motor status
Motor Controller/VFD:
▪ 115VAC single phase, rated to 0.5 HP
▪ Operating temperature range -4 ºF to 129 ºF (-20 ºC to 54 ºC)
▪ Manual speed control
▪ Thermal shut-off protection built-in
▪ Current overload protection built-in
▪ 300mA trip level GFCI
SCADA outputs included:
▪ Digital Output signal indicating motor running
▪ Digital Output signal indicating fault
▪ Digital Input/Output signal for remote motor on/off
▪ RS-485 or Dry Contact connections
4
3. Bracket Assembly, PWM400
▪ For Florence Tank, and Bicentennial Tank
▪ Stainless steel 316 mount
▪ Chlorine/chloramine resistant rubber riser isolation pad
4
4. PWM500 Mixer Wet Assembly
▪ For Pearson Tank 1, Pearson Tank 2, and TW King Tank
▪ Stainless steel 316 impeller
▪ Passivated to minimize corrosion
▪ The ability to function continuously regardless of tank cycles
▪ 230V single phase 1 horsepower water-cooled motor provided by the
PAX Control Center
3
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
1 10% discount is contingent to a minimum order of 7 mixers and only applicable to the equipment portion of the PAX
Mixers (excluding tank accessories, shipping costs, installation and startup costs).
5. PWM500 Control Center Dry Assembly with SCADA Compatibility
For Pearson Tank 1, Pearson Tank 2, and TW King Tank
Nema 3R Enclosure:
▪ Lockable and weather resistant
▪ Overall weight of control center less than 50 lbs.
▪ Green and Red LED Indicator lights to display motor status
Motor Controller/VFD:
▪ 115VAC single phase, rated to 1.0 HP
▪ Operating temperature range -4 ºF to 129 ºF (-20 ºC to 54 ºC)
▪ Manual speed control
▪ Thermal shut-off protection built-in
▪ Current overload protection built-in
▪ 300mA trip level GFCI
SCADA outputs included:
▪ Digital Output signal indicating motor running
▪ Digital Output signal indicating fault
▪ Digital Input/Output signal for remote motor on/off
▪ RS-485 or Dry Contact connections
3
6. Tripod Assembly, PWM500
▪ For Pearson Tank 1, Pearson Tank 2, and TW King Tank
▪ Stainless steel 316 legs
▪ Chlorine/chloramine resistant rubber foot pad to avoid scratching tank
floor
▪ Stainless steel knobs for tool-less installation
3
7. Cable 130 ft., including:
▪ Flat-jacketed 4 conductor
▪ Molded 3 wire pump plug
7
8. Tank Penetration Accessories
▪ Stainless steel strain relief and for 4 wire flat-jacketed cable
7
9. Operation & Maintenance Manual as Follows
▪ O&M Manual: Qty. Seven (7) Hard Copies
Please notify us if an alternate quantity is required so that we can
modify our Proposal accordingly.
Included
10. FOB Factory, Richmond, CA with Full Freight Allowed to Jobsite, City of
Southlake, TX
Included
PRICE FOR PAX MIXERS [ITEMS 1-10] [US]$233,611
10% DISCOUNT ON PAX MIXERS (EQUIPMENT ONLY)1 [US]-$22,960
FIRM PRICE FOR PAX MIXERS [US]$210,651
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
INSTALLATION FOR DOVE TANK, MIRON TANK, FLORENCE TANK, AND
BICENTENNIAL TANK:
Optional: Additional Hatch
Optional: Wet Installation
No Item Description
Qty.
11. Manufacturer’s Field Services
▪ Installation Parts
▪ Installation Labor
▪ System Start-Up
▪ Operator Training
▪ PAX Control Center to be mounted inside base of tank in control room
in proximity of SCADA RTU panel
▪ ¾” PVC conduit for outgoing mixer wire will be routed through ceiling to
ladder to top of tank
▪ 12 AWG will be run through conduit
▪ Tank penetration for mixer will be ¾” hole above high water mark of
tank on inside riser
▪ Bracket arm will be welded inside tank on riser wall
▪ Weld seam will be painted and epoxied for corrosion resistance
▪ Mixer will be mounted on bracket arm with supplied base
Per Tank
INSTALL PRICE PER TANK [ITEM 11] [US]$26,010
No Item Description
Qty.
12. Hatch Installation
▪ Installation of a new hatch in the center of the tank
Per Tank
INSTALL PRICE PER TANK [ITEM 12] [US]$7,000
No Item Description
Qty.
13. Wet Installation
▪ Adder for leaving the tank in service during installation
Per Tank
INSTALL PRICE PER TANK [ITEM 13] [US]$7,500
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
INSTALLATION FOR PEARSON TANK 1:
Optional: Additional Hatch
Optional: Wet Installation
No Item Description
Qty.
14. Manufacturer’s Field Services
▪ PAX Control Center will be mounted inside control building with
proximity of SCADA RTU Panel
▪ 8 gauge wire will be run in existing 2” PVC Schedule 80 conduit
approximately 200 ft to subpanel/station in tank yard
▪ 2” conduit will be trenched from substation approximately 200 ft to
location in between Tank 1 and Tank 2 access ladder
▪ Conduit will “TEE”, reduce to 1” PVC schedule 80 and continue
trenched to each tank access ladder
▪ Conduit will continue to run up tank close to ladder to mixer entry hatch
▪ Mixer will sit in tank under customer designated hatch on tripod using
long handle and chain
▪ Second trench line will be completed from Building to each tank access
ladders housing
▪ ¾” schedule 80 PVC conduit for future equipment (quantity of three)
1
INSTALL PRICE [ITEM 14] [US]$48,563
No Item Description
Qty.
15. Hatch Installation
▪ Installation of a new hatch in the center of the tank
1
INSTALL PRICE [ITEM 15] [US]$7,000
No Item Description
Qty.
16. Wet Installation
▪ Adder for leaving the tank in service during installation
1
INSTALL PRICE [ITEM 16] [US]$1,500
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
INSTALLATION FOR PEARSON TANK 2:
Optional: Additional Hatch
Optional: Wet Installation
No Item Description
Qty.
17. Manufacturer’s Field Services
▪ PAX Control Center will be mounted inside control building with
proximity of SCADA RTU Panel
▪ 8 gauge wire will be run in existing 2” PVC Schedule 80 conduit
approximately 200 ft to subpanel/station in tank yard
▪ 2” conduit will be trenched from substation approximately 200 ft to
location in between Tank 1 and Tank 2access ladder
▪ Conduit will “TEE”, reduce to 1” PVC schedule 80 and continue
trenched to each tank access ladder
▪ Conduit will continue to run up tank close to ladder to mixer entry hatch
▪ Mixer will sit in tank under customer designated hatch on tripod using
long handle and chain
▪ Second trench line will be completed from Building to each tank access
ladders housing
▪ ¾” schedule 80 PVC conduit for future equipment (quantity of three)
1
INSTALL PRICE [ITEM 17] [US]$41,359
No Item Description
Qty.
18. Hatch Installation
▪ Installation of a new hatch in the center of the tank
1
INSTALL PRICE [ITEM 18] [US]$7,000
No Item Description
Qty.
19. Wet Installation
▪ Adder for leaving the tank in service during installation
1
INSTALL PRICE [ITEM 19] [US]$1,500
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
INSTALLATION FOR TW KING TANK:
Optional: Additional Hatch
Optional: Wet Installation
No Item Description
Qty.
20. Manufacturer’s Field Services
▪ PAX Control Center will be mounted inside control building with
proximity of SCADA RTU Panel
▪ 10 gauge wire will be run in existing 1” PVC Schedule 80 conduit
approximately 100 ft straight to tank
▪ 1” conduit will be trenched from substation approximately 100 ft to
location to tank ladder
▪ Conduit will continue to run up tank close to ladder to mixer entry hatch
▪ Mixer will sit in tank under customer designated hatch on tripod using
long handle and chain
▪ Second trench lines will be completed from Control Building to tank
base to house
▪ ¾” schedule 80 PVC conduit for future equipment (quantity of three)
1
INSTALL PRICE [ITEM 20] [US]$39,089
No Item Description
Qty.
21. Hatch Installation
▪ Installation of a new hatch in the center of the tank
1
INSTALL PRICE [ITEM 21] [US]$7,000
No Item Description
Qty.
22. Wet Installation
▪ Adder for leaving the tank in service during installation
1
INSTALL PRICE [ITEM 22] [US]$1,500
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
B. SCOPE OF WORK BY OTHERS
1. All civil works and concrete pad for equipment.
2. Any underground or structural work.
3. Anchor bolts and seismic restraints.
4. Heat tracing and insulation of all interconnecting equipment.
5. Room ventilation, air conditioning or lighting.
6. Any video recording.
7. Electrical power to control panel.
8. Any tank recoating services, labor, or parts.
9. Any tank hatch penetrations.
10. Any wiring integration to SCADA
11. All taxes, fees, lien waivers, bonds and licenses.
12. Any permitting or regulatory approvals.
13. Any items not explicitly listed under Scope of Work by PAX above.
C. CLARIFICATIONS
1. 10% discount is contingent to a minimum order of 7 mixers and only applicable to the equipment
portion of the PAX Mixers (excluding tank accessories, shipping costs, installation and startup
costs).
2. 120 volt non GFI 15 amp breaker must be available for each mixer.
3. SCADA integration cost is included but subcontracted to Prime Controls.
4. Any additional SCADA integration will add additional cost.
5. Mixer hatch location is at the discretion of the customer. Should they choose to add additional
hatches for center location, that cost is not included.
6. Elevated tanks must be drained. Ground storage tanks may remain full.
7. The Pearson Tanks 1 and 2 scope of work are similar. There is shared conduit and wiring. The bulk
of the supplies and trenching was added to Tank 1, resulting in an overall cost difference.
8. If transaction is tax-exempt, please submit Tax Exemption Certificate to PAX.
9. PAX requires a minimum of two (2) weeks notification prior to performing onsite installation
inspection, system start-up and training. PAX will work with you to attempt to accommodate your
scheduling needs. Contact the Service Department at (866) 729-6493 to schedule the onsite visit.
10. Once the on-site service has been scheduled, PAX requires a minimum of one (1) week notification
in the event of a delay. Notice of delay received less than one (1) week prior to a scheduled site
visit may result in a change fee.
D. TERMS OF PAYMENT/PRICE VALIDITY
▪ Payment terms are 100% net 30 days after shipment of equipment.
▪ Price valid until June 15, 2018. PAX may reprice this Proposal thereafter or if delivery occurs more
than 365 days after PAX receives a mutually agreed order.
E. WARRANTY
▪ PAX will warrant the equipment as set forth in its standard warranty included in the Terms and
Conditions at Section 3 of this Proposal. The Warranty Period (as defined therein) for the PAX
PWM400 mixer is 60 months and for the PWM500 mixer is 24 months.
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
SECTION 2
PROPOSAL ACCEPTANCE
PAX Water Technologies, Inc. File No: P18-3301 Rev 1
1) This Proposal by PAX Water Technologies, Inc. (“Seller”) is contingent upon the undersigned
buyer (“Buyer”) executing this Proposal, including without limitation agreeing to the terms and
conditions contained in this Proposal.
2) Please return a signed copy of this proposal to:
PAX Water Technologies, Inc.
860 Harbour Way South, Suite C
Richmond, CA 94804
Attn: Orders
Phone: (510) 550-7100
E-mail: orders@paxwater.com
Thank you for your interest in PAX. We are committed to meeting your expectations.
Proposal Acceptance
An authorized signature indicates Buyer's acceptance of this Proposal, including without limitation the
Terms and Conditions in Section 3 below.
____________________________________________________________
Buyer's Name (printed)
____________________________________________________________
Buyer's Authorized Signature
__________________
Date
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
SECTION 3
TERMS AND CONDITIONS
1. Applicable Terms. These terms govern Seller's sale, and Buyer's purchase, of the products and/or
services referred to in Seller’s proposal or quotation (collectively, the "Products"). The front page of Buyer’s
purchase order (disregarding any reference to terms and conditions and any provisions that conflict
herewith), if any, together with the description of the Products in Seller’s proposal or quotation and these
terms and conditions comprise the complete and exclusive agreement between the parties (the
“Agreement”) related to the purchase and sale of the Products. All prior communications, documents,
negotiations and representations, if any, are merged herein. Whether these terms are included in an offer
or an acceptance by Seller, such offer or acceptance is conditioned on Buyer's assent to these terms. Any
additional, different or conflicting terms contained in Buyer's request for proposal, specifications, purchase
order or any other written or oral communication from Buyer shall not be binding in any way on Seller,
whether or not they would materially alter this document, and Seller hereby objects thereto. All orders are
subject to prior credit approval by Seller.
2. Pricing. The prices shall be: (a) as stated in Seller's proposal or order acknowledgment, or (b) if none
are stated, Seller’s standard prices in effect at the time of release for shipment.
3. Payment. Unless otherwise stated, all payments shall be net 30 days from invoice date payable in
United States Dollars. If Buyer fails to make any payment to Seller when due, Buyer's entire account(s)
with Seller will become immediately due and payable without notice or demand. Buyer will pay 1½% interest
per month, compounded monthly, on all amounts not received by the due date. Buyer hereby grants Seller
a purchase money security interest in the Products until such time as Seller is fully paid. Buyer will assist
Seller in taking action to perfect and protect Seller's security interest. Seller may make partial shipments,
in which case, Buyer shall pay for each shipment in accordance with the terms hereof.
4. Taxes, Shipping, Packing. Except to the extent expressly stated otherwise in these terms or in Seller’s
proposal or quotation, prices do not include any freight, storage, insuranc e, taxes, excises, fees, duties or
other government charges, and Buyer shall pay such amounts or reimburse Seller for any such amounts
Seller pays. If Buyer claims a tax or other exemption or direct payment permit, it shall provide Seller with a
valid exemption certificate or permit and indemnify, defend and hold Seller harmless from any taxes, costs,
and penalties arising out of same. Prices include the costs of Seller's standard domestic packing only. Any
deviation from standard packing (domestic or export) shall result in extra charges. Any and all increases,
changes, adjustments, or surcharges (including fuel surcharges) which may arise in connection with the
freight charges, rates or classification included as part of this Agreement, shall be for the Bu yer’s account.
5. Delivery. Products shall be delivered F.O.B. Seller's point of shipment or Ex Works Seller’s point of
shipment if being delivered outside the United States. All delivery dates are estimated and are dependent
in part upon prompt receipt of all necessary information from Buyer, including submittal approvals, if
applicable, and all required commercial documentation. Seller will make a good faith effort to complete
delivery of the Products on the date and to the location specified in writing by Buyer, but Seller assumes
no liability for loss or damage due to delay or inability to deliver, whether or not such loss or damage was
made known to Seller. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the
Products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or
its agents or representatives, storage and all other additional costs and risks will be borne solely by Buyer.
Any claims for Products damaged or lost in transit (“Transit Losses”) must be made by Buyer to the carrier
and reported to Seller within one business day following delivery to Buyer.
6. Inspection and Acceptance. Buyer will have seven days from the date Buyer receives any Products to
inspect such Products for defects and nonconformance which are not due to Transit Losses, and to notify
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
Seller, in writing, of any defects, nonconformance or rejection of such Products. After such seven -day
period, Buyer will be deemed to have irrevocably accepted the Products, if not previously accepted. After
such acceptance, Buyer will have no right to reject or revoke acceptance of the Products for any reason.
7. Returns and Cancellation. Buyer may not return custom engineered Products. Buyer may return other
Products only with Seller’s prior written approval, which may be withheld in Seller’s sole discretion. Any
authorized return will be subject to payment of a restocking charge and will be allowed only if the subject
Product: (i) is in new condition, suitable for resale, and (ii) has not been used, installed, modified, altered
or damaged. The restocking charge for authorized returns will be no less than (x) 25% of the purchase
price, net of any freight charges included in the purchase price, plus (y) 100% of frei ght costs incurred by
Seller. Buyer is responsible for the payment or reimbursement of return freight charges. Returns will be
shipped F.O.B. Seller’s location. Seller may, but will not be obligated to, treat any cancellation of an
accepted order as an authorized return.
8. Force Majeure. Seller will have no liability for any breach caused by extreme weather or other act of
God, strike or other labor shortage or disturbance, fire, accident, war or civil disturbance, delay of carriers,
failure of norm al sources of supply, act of government, or any other cause beyond Seller's reasonable
control.
9. Warranty. Seller warrants for the Warranty Period (as defined below) that each Product is free from
defects in material and workmanship and conforms to Se ller’s specifications applicable to the Product.
Seller’s warranty is transferable during the Warranty Period to the initial end-user of the Product (“Owner”).
Seller’s warranty is conditioned on (i) Seller’s verification of the alleged breach; (ii) the Product being stored,
handled, installed, operated and maintained in accordance with Seller's instructions, (iii) no repairs,
modifications or alterations being made to the Product other than by Seller or its authorized representatives,
(iv) Buyer or Owner providing prompt written notice of any warranty claims within the Warranty Period, and
(v) at Seller's discretion, Buyer or Owner either removing and shipping the Product or non-conforming part
thereof to Seller, at Buyer's or Owner’s expense, or Buyer or Owner granting Seller access to the Products
at all reasonable times and locations to assess the warranty claims. Seller’s warranty does not apply to
software and does not cover damage due to (x) lightning, flood or other acts of nature or force majeure
events, or failure of or inappropriate application of peripheral devices, including lightning or surge
protectors, (y) installation by a person or entity other than Seller or Seller’s authorized installation contractor,
or (z) ordinary wear and tear. Lightning protection is recommended particularly in areas historically prone
to lightning, and it is Buyer’s or Owner’s responsibility to properly select and install lightning protection in
accordance with all applicable laws, codes and regulations.
Buyer's or Owner’s sole remedy for any breach of Seller’s warranty is limited to Seller's choice of repair or
replacement of the Product, or non-conforming parts thereof F.O.B. jobsite, or refund of the purchase price
for the subject Product or part. Seller reserves the right to provide new or reconditioned replacement
Products or parts. The warranty on repaired or replaced Products or component parts is limited to the
remainder of the original Warranty Period. The warranty includes labor to remove and reinstall repaired or
replacement Products or components for a period of 120 days after shipment of the Product; provided that
(a) the defective Product was originally installed, and the repaired or replacement Products will be installed,
in accordance with Seller’s guidelines in effect at the time of installation; and (b) labor of divers and labor
required to drain the storage tank or reservoir is excluded. After such period, Buyer or Owner shall be
responsible for (i) any labor required to remove or gain access to the Product so that Seller can assess the
available remedies; and (ii) all costs of installation of repaired or replaced Products or component parts. If
Seller determines that any alleged damage is not covered by this warranty, Seller will charge, and Buyer
will pay, Seller’s normal rates for any inspection or repair performed by Seller, and for any materials
provided or used in connection therewith.
The “Warranty Period” applicable to each Product begins on the date of installation or three (3) months
after shipment, whichever comes first, and continues for the period of time set forth below opposite the
applicable Product.
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
Mixers Warranty Duration
PWM 100/150 (including Standpipe) 36 months
PWM 200 V1 (including Solar) and
V2
PWM 400 V1 (including Solar)
PWM 500 V1 and V2
PWM 600 V1 and V2
24 months
PWM 400 V2 60 months
Power Vents (All Models) 12 months
All other Products 12 months
THE WARRANTY SET FORTH IN THIS SECTION IS SELLER'S SOLE AND EXCLUSIVE WARRANTY
AND SELLER’S WARRANTY IS SUBJECT TO SECTION 10 BELOW. SELLER MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES REGARDING SERVICES RENDERED, IF
ANY, OR ANY WARRANTIES THAT MIGHT ARISE FROM COURSE OF DEALING OR USAGE OF
TRADE.
10. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, SELLER
WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER
INDIRECT DAMAGES, AND SELLER’S TOTAL LIABILITY ARISING AT ANY TIME FROM THE SALE OR
USE OF THE PRODUCTS WILL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCTS.
THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT
LIABILITY OR ANY OTHER THEORY. THE REMEDIES SET FORTH IN THIS AGREEMENT ARE
INTENDED TO CONSTITUTE A COMPLETE ALLOCATION OF THE RISKS BETWEEN THE PARTIES,
AND BUYER ACKNOWLEDGES THAT IT IS KNOWINGLY LIMITING THE REMEDIES THAT MIGHT
OTHERWISE BE AVAILABLE TO BUYER. BECAUSE THIS AGREEMENT AND THE PRICE PAID
REFLECT SUCH ALLOCATION, THE REMEDIES PROVIDED TO BUYER HEREUNDER WILL NOT
HAVE FAILED OF THEIR ESSENTIAL PURPOSE EVEN IF THEY OPERATE TO BAR RECOVERY FOR
CERTAIN DAMAGES THAT BUYER MAY INCUR.
11. Remedies of Seller. Any of the following will constitute an event of default which will enable Seller, at
its option and without liability to Buyer, to cancel any unexecuted portion of the order that is the subject of
this Agreement and to exercise any other right or remedy expressed herein or otherwise available at law or
in equity: (i) the failure of Buyer to make any payment required hereunder when due (“Payment Default”)
or to perform any other term or condition contained herein; (ii) the insolvency of Buyer or its failure to pay
its debts as they mature, an assignment by Buyer for the benefit of its creditors, the appointment of a
receiver for Buyer or for the materials covered by this Agreement, or the filing of any petition to adjudicate
Buyer bankrupt; (iii) a failure by Buyer to provide adequate assurance of performance within ten days after
a justified demand by Seller; or (iv) if Seller, in good faith, believes that Buyer's prospect of performance
under this Agreement is impaired. Seller’s obligations under Section 9 hereof will be suspended during the
pendency of any Payment Default. No such suspension will extend Seller’s obligations under Section 9
beyond the Warranty Period provided therein. Seller’s election of any remedy in the event of a default by
Buyer will not preclude Seller from exercising any other remedy available to Seller hereunder or at law or
in equity for the same or any other default. In the event it becomes necessary to incur any expense for
collection of any overdue account, Seller’s collection charges, including attorneys’ fees and ex penses, will
Phone: (866) 729-6493 Email: sales@paxwater.com Web: paxwater.com
be added to the balance due and Buyer will pay all such charges together with interest thereon from the
date incurred in accordance with Section 3.
12. Equal Employment Opportunity. Seller is an equal opportunity employer. The parties sha ll, as
applicable, abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a), 41 CFR 60-741.5(a) and
Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A) (relating to the notice of employee
rights under federal labor laws), and these laws and regulations are incorporated herein by reference.
13. Export Compliance. Buyer acknowledges that Seller is required to comply with applicable export laws
and regulations relating to the sale, export, transfer, assignment, disposal, and use of th e Products provided
under this Agreement, including any export license requirements. Buyer agrees that such Products shall
not at any time directly or indirectly be used, exported, sold, transferred, assigned, or otherwise disposed
of in a manner which will result in non-compliance with such export laws and regulations. It shall be a
condition of the continuing performance by Seller of its obligations hereunder that compliance with such
export laws and regulations be maintained at all times. BUYER WILL INDE MNIFY, DEFEND AND HOLD
SELLER HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES
RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.
14. Miscellaneous. No part of this Agreement may be changed or cancelled ex cept by a written document
signed by Seller and Buyer. As used in this Agreement, “including” and its variants mean “including without
limitation” and its variants. No course of dealing or performance, usage of trade, or failure to enforce any
term will be used to modify the Agreement. Buyer acknowledges that it has not relied upon any letters of
intent, agreements, promises, negotiations, statements or representations other than those expressly set
forth in this Agreement and that no such extraneous document or other communication shall be of any force
or effect. Buyer agrees and warrants that in entering into this Agreement, Buyer is relying solely upon the
information contained in this Agreement and not in reliance upon any other information. If any of these
terms is unenforceable, such term will be limited only to the extent necessary to make it enforceable, and
all other terms will remain in full force and effect. Buyer may not assign this Agreement without Seller’s
prior written consent. This Agreement will be governed by the laws of the State of California without regard
to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the
International Sale of Goods is excluded. Any bond issued by Seller in connection with the sale of the
Products shall remain in effect for a maximum of two (2) years after acceptance of the Products, and the
only warranty, guaranty or Product performance obligations covered thereby shall be those at Section 9
above. Buyer covenants to return any such bond to Seller upon the earlier to occur of (x) the expiration of
the Warranty Period, and (y) the expiration of the aforesaid two-year period. All Product performance
obligations of Seller are contingent on the conditions of and within the tank in which the Products are
installed being as specified by Seller and will be considered satisfied and discharged upon successful
completion of the initial Product performance testing. EACH OF THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY W AIVES ITS RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING IN CONNECTION WITH THE TRANSACTION
CONTEMPLATED HEREBY.