Business Proposal

Hot Water boiler 350 HP

To: Antonia Acevedo From: Estuardo Montavan
Pueblo Viejo, RD Sidasa Dominicana, S.A.
Pueblo Viejo Mina, Cotui Av. 27 de Febrero 365-A
Cotui, D N 43000 Santo Domingo, DN 10145
República Dominicana República Dominicana
(829) 748-4749 (809) 565-5255
[email protected] [email protected]
March 30, 2023

Antonia Acevedo
Pueblo Viejo, RD
Pueblo Viejo Mina, Cotui
Cotui,D N 43000
República Dominicana

Dear Antonia,

Through a steadfast commitment to research, development, strategic acquisitions, and a focus on providing boiler room
solutions for more than 80 years, Cleaver-Brooks is the sole provider of integrated boiler, burner, and controls solutions.
With the #1 market share in North America, Cleaver-Brooks is the global leader in designing and manufacturing integrated
boiler room systems, and the Cleaver-Brooks brand is globally synonymous with the highest quality, best reliability, and
creative innovation in boiler room solutions. Industry-leading proprietary burners, controls, components, and accessories
engineered by Cleaver-Brooks perform together seamlessly at peak energy and emissions efficiency.

Cleaver-Brooks offers the broadest range of integrated boiler room systems, subsystems, components, and accessories in
the market, giving it a distinct competitive advantage as a complete solutions provider across commercial, industrial, and
institutional markets. A principal component of the Cleaver-Brooks strategy is to offer the most advanced and completely
integrated boiler room systems that satisfy diverse energy demands, high-efficiency performance, ultra-low emissions,
safety, reliability, and convenience from utilizing a single-source manufacturer.

From the Power of Total Integration, Cleaver-Brooks offers boiler room systems including mission-critical subsystems
performing water treatment, heat recovery, integrated system controls, and maintained by a worldwide dedicated sales and
service representative network. All sales and service representatives employ trained technicians to provide first-class routine
maintenance and repair services in accordance with national, state/provincial, and local codes and standards.

As a Cleaver-Brooks Representative Association (CBRA) member near you, Sidasa Dominicana, S.A. has produced this
proposal from your system requirements and equipment specifications. At your convenience, please review this proposal,
and contact me regarding any questions or comments.

Sincerely,

Estuardo Montavan
Sidasa Dominicana, S.A.
Av. 27 de Febrero 365-A
Santo Domingo, DN 10145
República Dominicana
(809) 565-5255
[email protected]
 System Requirements
Proposal Number: 05770908 / Proposal Date: 03/30/23
Job Name: Hot Water boiler 350 HP / Project Name: Barrick hot water boiler

First System Requirements: Firetube Boiler

Application: Steam
Fuel Series: Natural Gas, #2 Oil
Boiler Capacity: 350 HP
Design Pressure: 150lb ST
Operating Pressure: 125 psig
Safety Valve Setpoint: 150lb psig
Gas NOx Emissions Level: 60 ppm
Oil NOx Emissions Level: 140 ppm
Gas CO Emissions Level: 50 ppm
Oil NOx Emissions Level: 50 ppm
Available Site Voltage: 460/3/60
Available Site Gas Pressure: 55 in. w.c.
Approximate Site Altitude: 700 ft. ASL
Insurance Requirements: NFPA-85_2011 (XL-Gap)
Proposed System Solution: CBLE-4D-200-350-150ST (460/3/60)-UC-SPC/CFG (Qty: 1)

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 Product Features and Benefits
Proposal Number: 05770908 / Proposal Date: 03/30/23
Job Name: Hot Water boiler 350 HP / Project Name: Barrick hot water boiler

Model CBLE-4D (Low-Emissions Firetube Boiler)

PRODUCT CAPABILITIES
BOILER TYPE: FIRETUBE BOILER
BOILER APPLICATIONS: STEAM, HOT WATER
NATURAL GAS, PROPANE, DIGESTER GAS,
BURNER FUEL TYPES*:
TOWN GAS, #2 OIL, #6 OIL, DUAL FUELS
BOILER CAPACITIES*: 50–800 HP
15, 150, 200, 250, 300 PSIG (STEAM)
DESIGN PRESSURES*:
30, 125, 150, 200, 250 PSIG (HOT WATER)
NOX EMISSIONS*: 7, 9, 30, 60 PPM
*Some combinations of burner fuel types, boiler capacities, design pressures, and NOx emissions may not be available.

Page 4 / 11
 Product Features and Benefits
Proposal Number: 05770908 / Proposal Date: 03/30/23
Job Name: Hot Water boiler 350 HP / Project Name: Barrick hot water boiler

Model CBLE-4D (Low-Emissions Firetube Boiler)

 Packaged Boiler & Burner System
 Completely integrated boiler, burner, and control systems offer high efficiency,
flexibility, reliability, safety, and ease of maintenance.
 Single-source boiler and burner manufacturer providing excellent service and support
for all products, components, and accessories throughout the lifetime of the system.

 Four-Pass Dryback Boiler Design

 Full five (5) sq ft/BHP fireside surface area for most models.
 Hybrid refractory increases rear door lifespan and reduces overall weight.
 Hinged or davited rear door allows complete access to maintenance personnel.
 Stated efficiency (stack loss method) guaranteed with a $10,000-per-full-point rebate.

 Integral Head Burner Design

 10:1 maximum high-to-low fire turndown for select boiler capacities and NOx emissions.
 7 ppm natural gas NOx emissions available for select boiler capacities without selective
catalytic reduction (SCR).
 Quiet operation, intercooled boiler head, ease of access to burner or pressure vessel,
no external flue gas recirculation (FGR) ducting, and exceptional burner life.

 HAWK – Integrated Boiler Combustion Control System (Optional)

 Individual actuator control of burner fuel and combustion air for fuel-to-air ratio control.
 Integrated burner management system (BMS) with combustion control system (CCS).
 System configuration, combustion settings, process monitoring, alarm management,
and history displayed on a colored graphical human-machine interface (HMI).

 Level Master – Water Level Control System (Optional, Steam Only)

 Non-contact and non-wearing stainless steel float using magnetostrictive technology.
 Microprocessor-based electronic controller including an alphanumeric LCD display,
alarms, continuous float monitoring, blowdown reminders, and blowdown history.
 Constructed in accordance with the ASME BPVC and bears the UL Listing Mark.

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 Quote Summary
Proposal Number: 05770908 / Proposal Date: 03/30/23
Job Name: Hot Water boiler 350 HP / Project Name: Barrick hot water boiler

Product Model: CBLE-4D-200-350-150ST (460/3/60)-UC-SPC/CFG

Item Qty. Description
#1 1 Firetube Boiler Model: CBLE-4D
Project Market: International/Export
Boiler Capacity (Output) at 700 ft: 350HP
Gas (NOx) Emissions Level: UC ppm
Oil (NOx) Emissions Level: 140 ppm
Application Environment: Indoor - Dusty Environment
Project NEMA Rating (Panels Only): NEMA 4
Fuel: Natural Gas, #2 Oil
Customer Site Gas Pressure: 55 in. w.c. (1.99 psig)
Design Pressure: 150lb ST
Operating Pressure: 125 psig
Voltage: 460/3/60
Control and Entrance Panel Configuration: Separate
Insurance Requirement: NFPA-85
Package Boiler UL Requirements: UL

Configuration Check: Custom - Special Quotes or Overrides

#2 1 Product Pricing Basis: Mar23 Price Book in use based on 2023/03/10 effective date for this product configuration. (1.3610
exchange rate in effect for USD/CAD conversions.) Pricing valid for 30 days. Expiration: 4/9/2023.
#3 1 Steel surcharge
#4 1 Burner Model: Integral
Burner Output Capacity: 350 HP
Altitude: 700ft
#5 1 Blower Motor: 15 HP TEFC (460/3/60)
#6 1 Blank Off Flue Gas Recirculation
#7 1 Hawk Package: 4000 12in Touchscreen - Email and Text Alerts Through Internet
#8 1 Primary Gas Train for Natural Gas:
Nema Rating: NEMA 1; Piping Material: Carbon Steel
Primary Gas Train Mounting Location: Left Side
Customer Site Gas Pressure: 55 in. w.c. (1.99 psig)
Components from Customer Connection to Burner:
Manual Valve #1: 3in Lubricated
Safety Shutoff Valves: Siemens Dual Motorized with 2 POCs
SSOV Double Valve: 3in
Manual Valve #2: 3in Lubricated
Butterfly Valve: 3in

Customer Connection: 3in

#9 1 Natural Gas Pilot Train
#10 1 Safety Valve #1: 2in HPS
#11 1 Safety Valve #2: 2in HPS
#12 1 Stack Connection: 20in Flanged
#13 1 Steam Nozzle Connection: 6in Flanged 300lb. R.F.
#14 1 Feedwater Connection: 2.5in NPT-WITH-THERMAL-SLEEVE
#15 2 Blowdown Connection: 1.5in NPT (Bottom)
#16 1 Surface Blowoff Connection: 1in NPT Top Mounted
#17 1 Chemical Feed Connection Type: 1in NPT
#18 1 0.105in Boiler Tube Thickness
#19 1 Bolted Base Rail
#20 2 Quick Blowdown Valve: 1.5in NPT Class 200 (Ship Loose)
#21 1 Slow Blowdown Valve: Single Seat 1.5in NPT Class 490 (Ship Loose)
#22 1 Steam Valve Arrangement:
Steam Valve Arrangement: Arrangement 5
Steam Valves: One Non-Return & One Stop Valve
Non Return Valve: Ship Loose Davis Angle 4inin Flanged 250lb. R.F.
Steam Piping Options: Spool Between Nozzle and First Valve, Expansion Spool
Steam Spool Piece 1: 6in x 4in x 36in
Non-Return Valve: 4in Davis Angle Flanged 250lb. R.F. (Ship Loose
Valve Min Flow: 6060 pph
Boiler Min Flow: 1212 pph
Pressure Drop: 5.09 psi (Ship Loose)
WARNING: 4in valve selection may chatter at boiler minimum flow. Make sure to review operating conditions, boiler turndown,
and valve selection carefully for proper operation.
Steam Stop Valve: 6in Flanged 300lb. R.F. (Ship Loose)
Steam Spool Piece 2: 4in x 6in x 13.125in
Free Blow Drain Valve Mounted on Non Return Valve: 0.5in NPT (Factory Piped)

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 Quote Summary
Proposal Number: 05770908 / Proposal Date: 03/30/23
Job Name: Hot Water boiler 350 HP / Project Name: Barrick hot water boiler

#23 1 Surface Blowoff Manual Stop Valve: 0.75in NPT (Factory Piped)
#24 1 Main Low Water Cut-Off: LevelMaster Automatic Reset Modulating Float with Carbon Steel Piping (Nema 1)
#25 1 Main Low Water Column Ball Check Gauge Cocks
#26 1 Auxillary Low Water Cut-Off: W3E-2 Manual Reset On/Off External Probe with Carbon Steel (Nema 1)
#27 1 Vent Extension 2000 lb. with O2 Probe Tapping for Cleaver Brooks O2 Trim System
#28 1 Stack Thermometer: 5in Dial
#29 1 Pressure Gauge: 6in Dial
#30 1 Combustion Relief Door 12" (Dia. Of Relief); 113.0 sq. in.
#31 1 Doubleguard Packaging (Durable, Double - Plastic Bag Shrink Wrapped and Heat Sealed to Fully Encase Boiler)
#32 1 Primary Gas Train High Gas Pressure Switch (Standard Switches)
#33 1 Primary Gas Train Low Gas Pressure Switch (Standard Switches)
#34 1 Primary Gas Train Valve Proving System
#35 1 Primary Gas Train Valve Plugged Leakage Test Cock(s): 0.25in (Standard)
#36 1 Primary Gas Train Manifold Pressure Gauge: 2.5in with Shutoff Cock
#37 1 Primary Gas Train SSOVOutlet Pressure Gauge: 2.5in with Shutoff Cock
#38 1 Primary Gas Train Main Gas Inlet Pressure Gauge: 2.5in with Shutoff Cock
#39 1 Pilot Gas Train Natural Gas Gas Pressure Regulator: Maxitrol 325-3
#40 1 Pilot Gas Train Manual Shutoff Cock (Standard)
#41 1 Pilot Gas Train Solenoid Valve (Standard)
#42 1 Pilot Gas Train 2nd Solenoid Valve
#43 1 Pilot Gas Train Vent Valve
#44 1 Pilot Gas Train Regulator Outlet Pressure Gauge: 2.5in (Standard)
#45 1 Oil Train Nozzle
#46 1 Oil Train Oil Pump Motor (Ship Loose): TEFC ()
#47 2 Oil Train Motorized with POC Safety Shutoff Valve(s)
#48 1 Oil Train Low Pressure Switch
#49 1 Air Atomization Air Manifold Block
#50 1 Air Atomization Atomizing Air Switch
#51 1 Air Atomization Air Compressor Motor: 5hp HP TEFC (460/3/60)
#52 1 Parallel Positioning Primary Fuel Actuator
#53 1 Parallel Positioning Secondary Fuel Actuator
#54 1 Parallel Positioning Air Actuator
#55 1 Modulating Control: Transmitter (Pressure)
#56 1 Operating Pressure Limit Control
#57 1 High Limit Control: Steam
#58 1 Pressure Control Piping and Fittings: 0.75in Carbon Steel
#59 1 O2 Trim System: Cleaver Brooks
#60 1 PLC Uninterruptible Power Supply
#61 1 Hawk Package Boiler Panel Ethernet Hub: 5 Port
#62 1 Combustion Safeguard Control: CB780EIR
#63 1 Expanded Annunciation: Hawk (200 Series)
#64 1 Hawk Package Stack Temp Transmitter
#65 1 Hawk Package Water Temperature Transmitter for Hot Standby / Cold Startup
#66 1 Hawk Package Combustion Air Temperature Transmitter
#67 1 Control Circuit Transformer: (Control / Burner Panel)
#68 1 Control / Burner Panel Enclosure Configuration - Side Mounted (NEMA 4)
#69 1 Entrance Panel Enclosure: NEMA 4 (Control Interface Connection / Power Connection)
#70 1 J-Box Panels for complete boiler: NEMA 4
#71 1 Control Panel UL Label: UL508a
#72 1 Entrance Panel UL Label: UL508a
#73 1 Control Panel Key Lock
#74 1 Audible Alarm: Electronic Sounder with Common Alarm Function (Control / Burner Panel)
#75 1 Electrical Conduit: Rigid and Sealtite
#76 1 Removal and Match Marking Water Column Piping
#77 1 List Adder: Gas Pressure Regulator Fisher
#78 1 List Adder: LOCAL INSTALLATION AND COMMISIONING
#79 1 List Adder: Hight temperature boiler Section I
#80 1 Net Adder: Section I Engineering charge design and drawings
#81 1 Consolidated Shipment: No
#82 1 Export Packaging: Factory Container
Feedwater Piping - Ship Loose
#83 1 Submittals - ASME Data Report (CBLE-4D)
#84 1 Submittals - Dimensional Diagram (CBLE-4D)
#85 1 Submittals - Test Fire Report (CBLE-4D)
#86 1 Submittals - Wiring Diagram (CBLE-4D)
Product Price to Customer (USD): $408,706.14

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 Quote Summary
Proposal Number: 05770908 / Proposal Date: 03/30/23
Job Name: Hot Water boiler 350 HP / Project Name: Barrick hot water boiler

Item Qty. Product Model PTC (USD)

#1 1 CBLE-4D-200-350-150ST (460/3/60)-UC-SPC/CFG $408,706.14
Subtotal Price to Customer (USD): $408,706.14
Freight (CIF - Cost Insurance and Freight) Cost (USD): $9,000.00
Total Price CIF to Customer (USD): $417,706.14

CLEAVER-BROOKS OFFERING
Cleaver-Brooks offers to furnish the Equipment described herein for the purchase price noted, exclusive of all taxes. Prices quoted are firm for 30 days from the date of the Cleaver-Brooks Proposal subject
to adjustment as noted. Standard Cleaver-Brooks payment terms are unconditional net 30 from the date of readiness for shipment or unless otherwise specified in this Proposal. Cleaver-Brooks will review
your order prior to acceptance (and acknowledgment) and order entry. Until acceptance and order entry, the Equipment is subject to prior sale. Incorporation of technical specifications or requirements
different from or additional to the Cleaver-Brooks Proposal and not previously reviewed by Cleaver-Brooks will extend the order review process and may postpone or prevent acceptance of your order and
order entry. Cleaver-Brooks does not agree and will not agree to INCIDENTAL, CONSEQUENTIAL AND LIQUIDATED DAMAGES OR IMPLIED WARRANTIES. Cleaver-Brooks does not agree and will
not agree to, unless specifically set forth in an agreement in writing having an authorized Cleaver-Brooks signature: (1) terms and conditions in your order that are different from or additional to those of
the Cleaver-Brooks Proposal; (2) technical specifications, technical requirements or descriptions of the goods and services ordered that are different from or additional to those of the Cleaver-Brooks
Proposal; or (3) generalized expressions such as "per plans and specifications."

CLEAVER-BROOKS PRICE ADJUSTMENT POLICY

The price quoted in the Cleaver-Brooks Proposal is firm for thirty (30) days from the Proposal date if shipment of the Equipment is made within six (6) months from the date of the Cleaver-Brooks Proposal
or contract document if no Proposal was issued. If the Equipment is not shipped within such six (6) months, the contract price shall be increased by one percent (1%) for each thirty (30) days or fraction
thereof that shipment is deferred beyond six (6) months from the date of the Cleaver-Brooks Proposal or contract document.

PROPOSED PAYMENT TERMS PROPOSED SHIPPING TERMS

Amount At or Exceeds $250,000: Yes [ ] EXW – Ex Works Factory
Payment Terms: Progress Payments [ ] CIP – Carriage and Insurance Paid to
Terms Description: 50% Advance, 50% against documents [x] OTHER: CIF - Cost Insurance and Freight
Note: May require Cleaver-Brooks review if other than 20%/30%/50% referenced in ¶ 1(a).
Freight Allowed To Location: ______________________________
Note: Freight unloading by others.

BUYER OF CLEAVER-BROOKS EQUIPMENT CLEAVER-BROOKS SALES REPRESENTATIVE

Estuardo Montavan Estuardo Montavan

Buyer Representative - Printed First and Last Name Sales Representative - Printed First and Last Name

Sidasa Dominicana, S.A. Sidasa Dominicana, S.A.

Buyer Representative - Company Name Sales Representative - Company Name

1450 MADRUGA AVENUE, SUITE 202 EPS # A-2084 8260 NW 14 STREET

CORAL GABLES, FL 33146 DORAL,FL 33126
USA DO
Buyer Representative - Company Address, State/Province, Postal Code, and Country Sales Representative - Company Address, State/Province, Postal Code, and Country

(809) 565-5255 (809) 565-5255

Buyer Representative - Phone Number Sales Representative - Phone Number

[email protected] [email protected]
Buyer Representative - Email Address Sales Representative - Email Address

Buyer Representative - Signature Sales Representative - Signature

/ / 03/30/23
Buyer Representative - Date Accepted (MM/DD/YYYY) Sales Representative - Date Offered

CLEAVER-BROOKS TERMS AND CONDITIONS OF SALE ON NEXT PAGE

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 Terms and Conditions of Sale
Date Revised: July 23, 2021

1 THE CLEAVER-BROOKS COMPANY, INC. GENERAL TERMS AND CONDITIONS OF SALE

2 1. OFFER AND CONTRACT
3 (a) Through its proposal (the “Proposal”) The Cleaver-Brooks Company, Inc. (the “Company”) offers to sell its products, systems or parts (the “Equipment”) for the purchase price (the “Purchase Price”)
4 on these terms and conditions of sale.
5 (b) UPON WRITTEN ACCEPTANCE OF THE PROPOSAL BY THE BUYER, THE PROPOSAL AND THESE TERMS CONSTITUTE THE COMPLETE AGREEMENT BETWEEN THE COMPANY AND
6 THE BUYER (“THIS AGREEMENT”). ANY ADDITIONAL OR DIFFERENT TERMS ARE REJECTED UNLESS AGREED TO BY THE COMPANY IN A SIGNED AMENDMENT AFTER REVIEW AT
7 THE PRODUCT GROUP HOME OFFICE.
8 (c) Except as indicated below, this Proposal is valid for thirty (30) days subject to written withdrawal by the Company at any time prior to receipt of written acceptance by the Buyer.
9 (d) The Purchase Price and any delivery dates of this Proposal are subject to prior sales that occur before written acceptance by the Buyer and increased material costs.
10 (e) Orders received are scheduled for production as proposals are accepted in writing by the Buyer.
11 (f) If at the time the Product Group home office receives a written acceptance of a proposal, and the then available production lead time at the Product Group manufacturing location does not allow for
12 shipment within the number of weeks offered in the Proposal, then the Purchase Price and any delivery dates shall be adjusted based upon the next available production and delivery dates.
13 2. TERMS AND PRICES
14 (a) Standard terms of payment are thirty (30) days net from the date of invoice for completion of performance milestones for payment, including readiness of the Equipment for shipment. Partial shipments
15 of units under multiple unit orders shall be invoiced and paid separately. The Company will waive lien rights and release payment claims to the extent of payments received. The Company may require
16 a letter of credit from the Buyer.
17 (b) Any excise, sales, privilege, use or any other local, state, or federal taxes which the Company may be required to pay, arising from the sale, delivery, or use of the Equipment and any applicable prepaid
18 freight, will be added to the Purchase Price and invoiced separately.
19 (c) If the Buyer requests changes in scope or schedule, or if the Buyer delays production or shipment of the Equipment, the Purchase Price and any delivery dates shall be equitably adjusted to reflect
20 changes caused thereby.
21 (d) Availability and costs of any proposed surety bonding (or other financial securities) are determined by providers thereof at the time of award and the costs of such surety bonding shall be added to the
22 Purchase Price. The Company does not commit to provide a particular financial security. All financial securities issued will be subject to agreed expiration dates, and reduce in amount as performance
23 milestones are accomplished.
24 (e) The Buyer shall pay interest on all late payments at the lesser rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.
25 (f) The Buyer shall reimburse the Company for all costs incurred in collecting any late payments, including, without limitation, attorney’s fees.
26 (g) The Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with the Company, whether relating to the Company’s breach, bankruptcy, or
27 otherwise. The Company shall not be liable for any claim by the Buyer unless and until such claim is finally adjudicated through the dispute resolution process.
28 (h) The Purchase Price is subject to increase before written acceptance of the Proposal by the Buyer based upon an increase of the CRU USA Midwest FOB Mill index.
29 (i) In addition to all other remedies available under this Agreement or at law (which the Company does not waive by the exercise of any rights hereunder), the Company shall be entitled to suspend the
30 manufacture and/or delivery of any Equipment if the Buyer fails to pay any Company invoice within thirty (30) days of the date of the invoice.
31 3. DELIVERY
32 (a) Unless otherwise offered in this Proposal, delivery is Ex Works (INCOTERMS® (most recent version)), at the Product Group manufacturing location (“the Delivery Point”).
33 (b) The estimated shipment date is based upon timely receipt by the Company of Buyer’s applicable information, and of Buyer’s written approval, or detailed exceptions to, the Company’s general
34 arrangement drawings within ten (10) business days of receipt.
35 (c) If the Buyer requests to defer delivery dates by a written request adequate to support GAAP requirements for revenue recognition by the Company, or if the Buyer fails to promptly accept the
36 Equipment tendered for delivery, or shipment of the Equipment is otherwise delayed by causes beyond the Company’s reasonable control, the following conditions shall apply: (i) payments due upon
37 shipment (or “delivery”) shall be invoiced, due and payable upon “readiness to ship;” (ii) all financial securities required of the Company shall be released based upon “readiness to ship”, (iii) the Buyer
38 shall pay reasonable storage and handling charges incurred by the Company on the Buyer’s behalf in the circumstances; (iv) risk of loss shall transfer to the Buyer upon “readiness to ship,” (v) the
39 Buyer shall be responsible for insuring the Equipment, and (vi) the Buyer shall inspect at delivery and give notice as soon as practical of any loss, damage or shortage evident by visual inspection and
40 quantity count.
41 4. TITLE AND RISK OF LOSS
42 (a) Title and risk of loss passes to the Buyer upon the Company’s delivery of the Equipment to the Delivery Point. If for any reason the Buyer (or the Buyer’s transporting carrier) fails to accept delivery of
43 the Equipment on the date on which the Equipment has been delivered to the Delivery Point or if the Company is unable to ship the Equipment because the Buyer (or the Buyer’s transporting carrier)
44 has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Equipment shall pass to the Buyer; (ii) the Equipment shall be deemed to have been delivered.
45 (b) As collateral security for the payment of the Purchase Price of the Equipment, the Buyer hereby grants to the Company a lien on and security interest in and to all of the right, title and interest of the
46 Buyer in, to and under the Equipment, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications
47 thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Georgia
48 Uniform Commercial Code.
49 5. LIMITATION OF LIABILITY; LIMITED WARRANTY; WARRANTY DISCLAIMER
50 (a) THE COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMIT LOST
51 PROFITS, PRODUCTIVITY LOSSES, ECONOMIC LOSSES, OR BUSINESS DOWNTIME) OR FOR ANY SUCH LOSS, DAMAGE, EXPENSE, DIRECTLY OR INDIRECTLY ARISING FROM THE
52 USE OF THE EQUIPMENT, SERVICES, SPARE OR REPLACEMENT PARTS, OR FROM ANY OTHER CAUSE WHETHER BASED IN WARRANTY, NEGLIGENCE, TORT, CONTRACT OR
53 OTHERWISE, AND REGARDLESS OF ANY ADVICE OR RECOMMENDATION THAT MAY HAVE BEEN RENDERED CONCERNING THE PURCHASE, INSTALLATION OR USE OF THE
54 EQUIPMENT, SERVICES, SPARE OR REPLACEMENT PARTS WHETHER OR NOT HAVING BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
55 (b) THE BUYER HEREBY RELEASES THE COMPANY OF ANY SUCH LIABILITY AND COVENANTS NOT TO SUE THE COMPANY FOR ANY SUCH DAMAGES.
56 (c) IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY UNDER ANY CIRCUMSTANCES EXCEED AN AMOUNT EQUAL TO THE PURCHASE PRICE OF THE EQUIPMENT.
57 (d) The Company warrants that at the time of delivery the Equipment will conform to the Company’s applicable specifications and to such contract specifications as are agreed to by the Company.
58 (e) The warranty runs for a period of twelve (12) months from the date of initial operation but no more than eighteen (18) months from date of shipment for any part or parts of the Equipment, or within
59 one (1) year of shipment for any spare parts shipped under an Equipment order.
60 (f) The Buyer must make any warranty claim by written notice to the Product Group home office within thirty (30) days of the discovery of any defect or the claim is deemed waived.
61 (g) The Company reserves the right to analyze claimed defects (including return to the manufacturing location, transportation prepaid, for inspection, if required by the Company). The Company, at its
62 option, shall repair or replace defective parts which the Company deems to be defective, Ex Works (INCOTERMS® (most recent version)) at the Product Group manufacturing location, but shall not
63 install or be liable for the installation of such parts.
64 (h) Expenses incurred by the Buyer in replacement, repair or return of the Equipment, or of any parts, will only be reimbursed if preauthorized by the Company.
65 (i) This warranty is the Buyer’s exclusive remedy and the extent of the Company’s liability for breach of warranties, representations, instructions, or for defects in connection with the sale or use of the
66 Equipment.
67 (j) Warranty adjustments or replacements shall not extend the initial warranty period.
68 (k) THE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS, ORAL, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMIT WARRANTIES THAT EXTEND BEYOND
69 THE DESCRIPTION OF THE EQUIPMENT. THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE CONTAINED IN PARAGRAPH 5 (“LIMITATION OF LIABILITY; LIMITED WARRANTY;
70 WARRANTY DISCLAIMER”) AND TO THE EXTENT PERMITTED BY LAW THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
71 (l) The warranty does not apply to: expendable items; ordinary wear and tear; altered units; units repaired by persons not expressly approved by the Company; or, to damage caused by accident, the
72 elements, abuse, misuse, temporary heat, overloading, erosive or corrosive substances, or the alien presence of oil, grease, scale, deposits or other contaminants.
73 (m) The warranty is conditioned upon the Equipment being properly installed, maintained and operated within its capacity, under normal load and service conditions, with competent, supervised operators
74 and, if the Equipment uses water, with proper water conditioning.
75 (n) Excluded from warranty is damage resulting from any of: foaming caused by chemical conditions of the water; corrosion or caustic embrittlement; or improper or inadequate treatment of feedwater
76 or conditioning of boiler water or the supply of improper or inadequate fuel. Preauthorized freight and/or labor for defective items will be reimbursed (exclusive of tasks normally performed as
77 manufacturing location maintenance).
78 (o) Warranty may be voided by the Buyer’s modifications or repairs if the Buyer proceeds without receiving the Company’s technical advice. Refractory is inherently vulnerable to conditions of service
79 and is warranted only to be installed as specified and the refractory is specifically excluded from any other warranty.
80 (p) The Equipment, accessories and other parts and components not manufactured by the Company are warranted only to the extent of and by the original manufacturer’s warranty to the Company; in no
81 event shall such other manufacturer’s warranty create any more extensive warranty obligations of the Company to the Buyer than the Company’s warranty covering the Equipment manufactured by
82 the Company.
83 6. TERMINATION
84 (a) Orders are not cancelable.
85 (b) In the event of termination prior to completion, the Buyer shall pay the Company’s direct and indirect costs, expenses, overhead and reasonable profit for work performed and materials purchased.
86 Materials paid for will be available “As Is” to the Buyer without warranty; however, partially completed products are not available for completion by others.
87 (c) If performance by the Company of this Agreement is prohibited or significantly restricted by any governmental agencies, or by laws, rules or regulations of any government, the Company, at its option,
88 may cancel this Agreement without liability.

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 Terms and Conditions of Sale
Date Revised: July 23, 2021

89 THE CLEAVER-BROOKS COMPANY, INC. GENERAL TERMS AND CONDITIONS OF SALE (continued)
90 7. EXCUSED DELAY (“FORCE MAJEURE”)
91 (a) The Company shall not be liable for loss, damage, or failure to perform resulting from causes beyond the Company’s reasonable control, or from strikes, labor difficulties, lockouts, acts or omissions
92 of any governmental authority or the Buyer, insurrection, riot, war, fires, floods, Acts of God, breakdown of essential machinery, accidents, priorities or embargoes, tariffs, car and material shortages,
93 delays in transportation or inability to obtain labor, materials or parts from usual sources. Any such delay shall be excused for the time reasonably necessary to compensate for the delay.
94 (b) If performance by the Company of this Agreement is prohibited or significantly restricted by any governmental agencies, or by laws, rules or regulations of any government, the Company, at its option,
95 may cancel this Agreement without liability.
96 8. INSURANCE
97 (a) The Company provides certificates of insurance as required for work performed at the Product Group manufacturing location (workers compensation, commercial general liability, property). After the
98 risk of loss of and damage to the Equipment passes to the Buyer and the Owner, until the Equipment is finally accepted and the Purchase Price is paid in full, and all obligations of the Company are
99 concluded, the Buyer shall provide and maintain property, boiler and machinery and builders risk insurance in the names of the Buyer, the Owner and the Company, as their interests may appear, for
100 the total value of the Equipment and for all work performed in the erection thereof, against risk of fire, lightning, windstorm, aircraft and explosion, including inherent dangers and boiler explosion. The
101 proceeds of such insurance shall be applied first to the cost of repairing and replacing the Equipment and work destroyed or damaged.
102 9. BACKCHARGES
103 (a) Items delivered by the Company may require work or revision after shipment, whether for repair of damage (transit, unloading, handling, or damage by other contractors), adaptation to site interface
104 conditions with existing facilities or work of other contractors, or otherwise. If the Buyer notifies and informs the Company, the Company shall promptly advise the Buyer of the applicable standards or
105 technical guidelines for such work, and the extent of the Company’s other obligations, if any, with respect to such work. The Company will use its best efforts in the circumstances to assist the Buyer
106 to obtain resources suitable for such work. Any work the Buyer intends to be done at the Company’s expense requires the Company’s prior approval as to: scope; identification of who will perform such
107 work; applicable quality standards; arrangements for the time, place and urgency of such work; an agreed price or estimate of cost; and, the opportunity for the Company to have a representative in
108 attendance. Costs claimed for work done without prior approval shall not be accepted as backcharges.
109 10. TECHNICAL SUPPORT
110 (a) Start-up technical support, if provided by the Company, is technical advice only, and excludes on-site labor. Care, custody, control, and compliance on-site during installation and start up are the
111 responsibility of the Buyer. Representatives of the Company are authorized only to advise and consult with the Buyer. No representative of the Company is authorized or licensed to operate the
112 Equipment. All preliminary operations and demonstration of capacity and performance guarantees, if required, prior to final acceptance, shall be performed by the Buyer.
113 11. WORK BY OTHERS: ACCESSORY AND SAFETY DEVICES; USE BEFORE START UP
114 (a) The Company is a supplier of the Equipment, and shall have no responsibility for labor or work of any nature relating to the installation or operation or use of the Equipment, all of which shall be
115 performed by the Buyer or others. The Buyer shall furnish accessory and safety devices desired by it and/or required by law or OSHA standards for the Buyer’s use of the Equipment. The Buyer shall
116 install and operate the Equipment in accordance with all code requirements and other applicable laws, rules, regulations, ordinances, and Company’s specifications, operating instructions, and manuals.
117 If damage to the Equipment or other property or injury to persons is caused by use or operation of the Equipment prior to its being placed in normal operation (“Start up”), then the Buyer shall indemnify,
118 defend, and hold the Company harmless from all resulting claims, damages, liability, costs and expenses.
119 12. COMPLIANCE WITH THE LAW
120 (a) The Buyer shall comply with all applicable laws, regulations and ordinances.
121 (b) The Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.
122 (c) The Buyer shall comply with all export and import laws of all countries involved in the sale of the Equipment under this Agreement or any resale of the Equipment by the Buyer.
123 (d) The Buyer assumes all responsibility for shipments of the Equipment requiring any government import clearance.
124 (e) The Company may cancel this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Equipment.
125 (f) If any changes are required in the Equipment to meet the approval of applicable authorities, the Buyer shall inform the Company of such changes and shall reimburse it for changes made to comply.
126 13. LIMITED LICENSE
127 (a) The Buyer agrees that the Company has spent considerable time and money developing proprietary hardware and software components that are incorporated into the Equipment. Nothing in this
128 Agreement is intended to grant or create any right or license to the Buyer to copy, reverse engineer, disclose, publish, distribute or alter any pre-existing software, patent rights, copyrights, trademarks
129 or other intellectual property rights owned or controlled by the Company, except as necessary for the Buyer to use the Equipment in accordance with this Agreement.
130 14. CONFIDENTIAL INFORMATION
131 (a) All non-public, confidential or proprietary information of the Company, including, but not limited to, specifications, samples, patterns, software, designs, patented and unpatented intellectual property,
132 plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by the Company to the Buyer, whether disclosed orally or disclosed or accessed in
133 written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of
134 performing under this Agreement and may not be disclosed or copied unless authorized in advance by the Company in writing.
135 (b) Upon the Company’s request, the Buyer shall promptly return all documents and other materials received from the Company.
136 (c) This Paragraph (“CONFIDENTIAL INFORMATION”) does not apply to information that is: (i) in the public domain; (ii) known to the Buyer at the time of disclosure; or (iii) rightfully obtained by the Buyer
137 on a non-confidential basis from a third party.
138 (d) The Company shall be entitled to injunctive relief for any violation of this Paragraph (“CONFIDENTIAL INFORMATION”).
139 15. INTELLECTUAL PROPERTY
140 (a) The Company shall defend the Buyer in any suits instituted against the Buyer for infringement of any claim of any United States Patent covering solely the structure of the Equipment as originally
141 manufactured by the Company per the Company’s specifications, exclusive of combination or modification by the Buyer. This obligation applies, provided that the Buyer (i) gives the Company immediate
142 notice in writing of any such claim or institution or threat of such suit; (ii) authorizes the Company to control settlement of the same, and (iii) gives all needed information, assistance and authority to
143 enable the Company to do so. If the Company elects to defend any such suit and the structure of the said Equipment is held to infringe any such United States Patent, and if the Buyer’s use thereof is
144 enjoined, the Company shall, at its expense and at its option: (i) obtain for the Buyer the right to continue using the Equipment, (ii) supply non-infringing Equipment for installation by the Buyer, (iii)
145 modify the Equipment so that it becomes non-infringing, or (iv) refund the then market value of the Equipment.
146 (b) To the extent arising from the Company incorporating a design or modification requested by the Buyer, the Buyer shall defend and indemnify the Company against all expenses, costs, and loss by
147 reason of any real or alleged infringement.
148 (c) The Company’s proposal, the resultant contract, and all proprietary or confidential information exchanged between the Company and the Buyer in connection therewith, shall be treated as
149 confidential and be used only for performance of the contract.
150 16. RELATIONSHIP OF THE PARTIES
151 (a) The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint
152 enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement is for the
153 sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal
154 or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
155 17. RESOLUTION OF DISPUTES
156 (a) Any waiver by a party of any right shall not be considered a continuing waiver in any other instance.
157 (b) Any controversy or claim arising out of or relating to this contract, or the breach thereof, and not amicably resolved within thirty (30) days from referral to senior executives of each party, or to non-
158 binding mediation, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (with Expedited Procedures), with
159 proceedings to be held by one (1) arbitrator at a locale to be determined by an AAA Case Management Center, unless otherwise agreed, and judgement on the award rendered by the arbitrator may
160 be entered in any court having jurisdiction thereof.
161 (c) This Agreement shall be construed under the internal laws of the State in which is located the Product Group home office, without regard to conflict of law principles. Except as otherwise provided in
162 Paragraph 5 (“LIMITATION OF LIABILITY; LIMITED WARRANTY; WARRANTY DISCLAIMER”), any claim arising under or in connection with this Agreement shall be asserted under this provision
163 within two (2) years after the claim arises or be forever waived and barred. Invalidity or unenforceability of one (1) or more provisions of this Agreement shall not affect any other provision of this
164 Agreement.
165 18. RECOVERY OF FEES AND EXPENSES
166 (a) In the event arbitration or suit is brought or an attorney is retained by the Company to enforce these Terms and Conditions or to collect any money hereunder, or to collect any money damages for
167 breach thereof, the Company shall be entitled to recover, in addition to other remedy, reimbursement for reasonable attorney’s fee, court costs, costs of investigation and other related expenses
168 incurred in connection therewith.
169 19. BUY AMERICAN
170 (a) If this purchase is subject to a mandatory “Buy American” clause, the applicable clause must be provided for review by the company before compliance may be affirmed.
171 (b) Products of the Company may originate in the USA, Canada, or Liechtenstein.
172 20. INTERNATIONAL CONVENTION
173 (a) The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to international, cross border sales of the Company.

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 Terms and Conditions of Sale
Date Revised: July 23, 2021

174 THE CLEAVER-BROOKS COMPANY, INC. GENERAL TERMS AND CONDITIONS OF SALE (continued)
175 21. MISCELLANEOUS
176 (a) THIS AGREEMENT IS THE COMPLETE AGREEMENT BETWEEN THE COMPANY AND THE BUYER AND NO ADDITIONAL OR DIFFERENT TERM OR CONDITION STATED BY THE BUYER
177 SHALL BE BINDING UNLESS AGREED BY THE COMPANY IN WRITING.
178 (b) No course of prior dealings and no usage of the trade shall be relevant to supplement or explain any terms used herein.
179 (c) This Agreement may be modified only by a writing signed by both the Company and the Buyer and shall be governed by and construed in accordance with the internal laws of the State of Georgia
180 without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than
181 those of the State of Georgia.
182 (d) The failure of the Company to insist upon strict performance of any of the terms and conditions stated herein shall not be considered a continuing waiver of any such term or condition or any of the
183 Company’s rights. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision
184 of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
185 22. PRODUCT GROUP CONDITIONS
186 (a) Supplemental conditions (below) also apply for The Cleaver-Brooks Company, Inc. Product Groups.

187 SUPPLEMENTAL CONDITIONS for the PACKAGED BOILER SYSTEMS PRODUCT GROUP
188 These provisions amend the indicated articles of THE CLEAVER-BROOKS COMPANY, INC. GENERAL TERMS AND CONDITIONS OF SALE (above)
189 [Add to 2. TERMS AND PRICES]
190 [Add to 2.a] The performance milestones for payment for projects valued at or above $250,000 are as follows unless otherwise indicated in the Proposal to which these conditions are attached:
191 (i) Upon Issuance of Submittals:...................................................................................... 20% of the Contract Price (Net 30 Days)
192 (ii) Upon Release for Production: ..................................................................................... 30% of the Contract Price (Net 30 Days)
193 (iii) Upon Readiness for Shipment: ................................................................................... 50% of the Contract Price (Net 30 Days)
194 [Add to 6. TERMINATION]
195 (d) If the Buyer’s circumstances change after an order is accepted, and the Buyer is unable to use ordered items or similar items, then subject to the Company’s express written consent, the buyer may
196 return for credit such unneeded items as have been delivered under the order, which will be accepted as returns if they are unused, undamaged, and current inventory, subject to the normal restocking
197 charge.
198 23. CANCELLATION SCHEDULE
199 (a) The cancellation schedule for projects is as follows unless otherwise indicated in the Proposal to which these conditions are attached:
200 (i) After Receipt of Purchase Order: ................................................................................ Up to 25% of the Contract Price based on Costs and Conditions of Sale (Net 30 Days)
201 (ii) 1-30 Days After Drawing Approval: ............................................................................. Up to 50% of the Contract Price based on Costs and Conditions of Sale (Net 30 Days)
202 (iii) Over 30 Days After Drawing Approval: ....................................................................... Up to 75% of the Contract Price based on Costs and Conditions of Sale (Net 30 Days)
203 (iv) After Final Assembly: .................................................................................................. Up to 100% of the Contract Price based on Costs and Conditions of Sale (Net 30 Days)

204 SUPPLEMENTAL CONDITIONS for the ENGINEERED BOILER SYSTEMS PRODUCT GROUP
205 These provisions amend the indicated articles of THE CLEAVER-BROOKS COMPANY, INC. GENERAL TERMS AND CONDITIONS OF SALE (above)
206 [Add to 2. TERMS AND PRICES]
207 [Add to 2.a] The performance milestones for payment for projects valued at or above $250,000 are as follows unless otherwise indicated in the Proposal to which these conditions are attached:
208 (i) Upon Receipt of Purchase Order: ............................................................................... 10% of the Contract Price (Net 30 Days)
209 (ii) Upon Issuance of Drawing Submittals (Mechanical GA and P&ID Drawings): ............ 30% of the Contract Price (Net 30 Days)
210 (iii) Upon Completion of Hydrostatic Test:......................................................................... 35% of the Contract Price (Net 30 Days)
211 (iv) Upon Readiness for Shipment: ................................................................................... 25% of the Contract Price (Net 30 Days)
212 [Add to 2.b] If the price includes allowed transportation or other shipping charges, then increases in transportation rates, demurrage, special detention, or other shipping charges, occurring after the
213 date of quotation shall be added to the Purchase Price.
214 [Add to 2.c] The Company may, but shall not be obligated to, incorporate into the Equipment any upgrades or applicable changes in the Company’s standard specifications, design, construction,
215 arrangement or components.
216 [Add to 3. DELIVERY]
217 [Add to 2.b] The Company will endeavor to make shipment of orders as scheduled; however, all shipment dates are approximate only, and the Company reserves the right to readjust shipment schedules.
218 24. CANCELLATION SCHEDULE
219 (a) The cancellation schedule for projects is as follows unless otherwise indicated in the Proposal to which these conditions are attached:
220 (i) Up to 14 Days After Receipt of Purchase Order:......................................................... 0% of the Contract Price (Net 30 Days)
221 (ii) Over 14 Days After Receipt of Purchase Order: ......................................................... 25% of the Contract Price (Net 30 Days)
222 (iii) Up to 30 Days After Drawing Approval: ....................................................................... 45% of the Contract Price (Net 30 Days)
223 (iv) 31-60 Days After Drawing Approval: ........................................................................... 55% of the Contract Price (Net 30 Days)
224 (v) 61-90 Days After Drawing Approval: ........................................................................... 75% of the Contract Price (Net 30 Days)
225 (vi) Over 90 Days After Drawing Approval: ....................................................................... 100% of the Contract Price (Net 30 Days)
226 25. FOUNDATIONS
227 (a) The Company shall provide the Buyer with General Arrangement drawings showing the Equipment with reference to foundations, including loading diagrams.
228 (b) The Company shall not be responsible for the depth of the footings, size or accuracy of the foundations or anchor bolts, or the character of the materials selected for their construction.
229 (c) Adequate foundations, having plan measurements in accordance with such drawings including foundation bolts and plates, concrete work, all grouting, and excavation, shall be furnished in place in
230 due time by the Buyer.
231 (d) The Company shall not be responsible for any damages, or repairs necessary to the Equipment furnished by it, caused by or resulting from defects in or settlement of the foundations.
232 26. SUPPORTING STEEL
233 (a) Unless otherwise stated, any supporting steel to be furnished by the Company as specified in this Proposal will be designed to support the Equipment which the Company proposes to furnish and will
234 be designed in accordance with the latest Rules of the American Institute of Steel Construction.
235 (b) If the Company is required to increase the size or weight of its supporting structures to conform to other than the Rules of the American Institute of Steel Construction or because of additional loadings
236 imposed by the Buyer, the Buyer shall reimburse the Company for the additional steel and work required.
237

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