b-wi proposal to grand prix pdms modeling v1.0 aug 21 2015

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Proposal For 3D Modeling Using PDMS & Detailed Engineering Support For Coalescer Skid Submitted to: Plot No.82, Sector – 25, Faridabad, Haryana - 121004-03, (INDIA) Amit Sharma Manager - Engineering Dept. August 21 st 2015 # 1508NDNP006 Presented By: Prasad T K Head – Process System Engineering Practice [email protected] Mobile: + 968 93201512 PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301 Maryland Avenue, St. Louis, MO 63105

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B-WI Proposal to Grand Prix PDMS Modeling V1.0 Aug 21 2015

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Proposal For 3D Modeling Using PDMS & Detailed Engineering Support

For Coalescer Skid

Submitted to:

Plot No.82, Sector – 25, Faridabad, Haryana - 121004-03, (INDIA)

Amit Sharma

Manager - Engineering Dept.

August 21st 2015 # 1508NDNP006

Presented By:

Prasad T K Head – Process System Engineering Practice

[email protected] Mobile: + 968 93201512

PROPRIETARY NOTICE

©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI.

Barry-Wehmiller International, 8301 Maryland Avenue, St. Louis, MO 63105

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

Page 2

Document Release Notice

Project : Proposal for 3D modeling using PDMS & Detailed Engineering support for Coalescer skid

Client : GPE

Document Type : Techno Commercial Proposal (TCP)

Version : 1.0

Proposal Number : 1508NDNP004

Name Version Date Description

Proposal for 3D modeling using PDMS & Detailed Engineering support for Coalescer skid

1.0 August 21st 2015 Release

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

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Contents

1. EXECUTIVE SUMMARY..................................................................................................................... 4

2. ABOUT B-WI..................................................................................................................................... 4

3. SCOPE OF WORK .............................................................................................................................. 5

I. LIST OF VESSELS IN SKID ................................................................................................................. 5

II. SCOPE EXCLUSIONS ......................................................................................................................... 5

4. INPUTS RECEIVED ............................................................................................................................ 5

5. INPUT REQUIRED: ............................................................................................................................ 6

6. ASSUMPTIONS ................................................................................................................................... 6

7. DELIVERABLES: ................................................................................................................................ 6

8. PROJECT APPROACH........................................................................................................................ 7

9. SCHEDULE, PRICE AND PAYMENT TERMS ...................................................................................... 7

PAYMENT TERMS ............................................................................................................... 8

10. ACCEPTANCE OF SERVICES ............................................................................................................ 8

11. CONTACTS ........................................................................................................................................ 9

12. APPENDIX 1. TERMS AND CONDITIONS ......................................................................................... 10

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

Page 4

1. EXECUTIVE SUMMARY

Grand Prix Engineering Pvt. Ltd. (‘GPE’ in Short) was established in 1970 to manufacture Filters &

Strainers and has grown to become a multi-product, manufacturing company with proven track

record in undertaking high value engineering contracts in design, engineering, manufacturing, and

supply of equipment & package to oil and gas, refining, petrochemical, chemical, power, steel,

fertilizer, metallurgical and similar industries. GPE has been awarded Certificate of Authorization by

ASME for ‘U’ and ‘U2’ Stamped Pressure Vessels, also by NBR and IBR and can manufacture

equipment as per ASME, ASTM, DIN, ISO, PDO, Shell DEP and IS Standards under renowned third

party inspection agencies.

GPE has approached Barry-Wehmiller International (B-WI in short) for supporting them in

performing the detailed engineering and 3D model development using PDMS. B-WI is pleased to

submit this proposal for the above to GPE for its perusal.

2. ABOUT B-WI

B-WI is a US headquartered Engineering and Enterprise Consulting & Services organization and a

wholly owned subsidiary of Barry-Wehmiller Companies, Inc., (a diversified company founded in

1885). B-WI specializes in creation, development and integration of the industry’s most advanced

information technology and engineering solutions. With major operations in Chennai, India and also

present in Mumbai, Pune & Bangalore in India, St. Louis, MO-USA, Nottingham UK, Brussels,

Belgium, Muscat - Oman and just recently Atlanta, GA, B-WI offers its diverse customer base, a

winning combination of world-class and cost-effective engineering and consulting solutions. Focused

on Delivery and Project Execution Excellence, B-WI’s mission is to provide innovative design

solutions and technology implementations, based on a consultative approach, that enable our

customers to achieve a competitive edge in their marketplace.

B-WI offers a wide range of engineering and consulting services apart from its core product

engineering solutions namely Plant and Process Consulting Engagements, Configurators, CAD

Technology Implementations, Design Automation, PLM and PDM Systems, Special Purpose Machine

Design, Prototypes, Controls Automation and Robotics to name a few.

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

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3. SCOPE OF WORK

B-WI understands the scope of work of this engagement as to provide detailed engineering support

& 3D modeling of coalescer skid system, from offshore engineering center in Chennai, India.

B-WI scope of services shall cover the following activities:

Develop a 3D model in PDMS software (version 12) for Coalescer system as per P&ID &

project specifications

Perform engineering activity related to 3D modeling including piping, structural engineering

& tray routing and provide deliverables as mentioned in section 4

Incorporate client comments & customer comments on documents during review and

fabrication stage

As-built updates

i. LIST OF VESSELS IN SKID

No. Description Q'ty Size, ID x H Remarks

1 Condensate flash vessel - 2 Phase separator 1 1.1m x 4m

2 Condensate Filter 2 1.1m x 2.6m

3 Liquid – liquid Coalescer 1 0.45m x 3.4m

ii. SCOPE EXCLUSIONS

Static equipment engineering

Any process related design

Electrical engineering design

Instrumentation engineering design

On site activity and review meetings at client locations

Vendor co ordination

Vendor document review

4. INPUTS RECEIVED

P&ID

Equipment GA drawings

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

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5. INPUT REQUIRED: a. Approved P&ID

b. Equipment General arrangement drawings

c. Valve datasheet, vendor data and cut sheets

d. Boughtout items drawings

e. PDMS project catalogs if available

f. Stress critical line list

g. Instrument list, vendor data and cut sheets

h. Cable Schedule & JB Schedule

i. Vessel fabrication drawings from sub-vendors

j. Structure fabrication drawings from sub-vendors

k. Applicable Project Specification received from customer

l. Preferred steel structure sizes based in availability and economics

m. Any process related information to be used for 3D modeling like position, location,

slope, etc

6. ASSUMPTIONS

B-WI assumes that GPE would provide all the required inputs together, before the start of work. This would help in a better co-ordination of work at B-WI end. Any delay in providing the inputs, would cause equivalent or additional delays in the schedule of the project.

B-WI assumes that GPE would participate in all the review meetings and provide immediate feedback to avoid delay in estimated schedules and effort overrun

B-WI assumes that GPE would be responsible to facilitate receiving of inputs and review feedbacks from its end customer and delay in schedule during this process will not be B-WI’s responsibility

B-WI assumes that GPE would establish a review and turnaround cycle, that is in line with the delivery schedule required

7. DELIVERABLES: 1. System / skid GA drawing

2. 3D Model (PDMS & navis works format) including 30%, 60%, 90% & 100% model

3. Piping Isometric drawing

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

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4. Piping GA drawing (Piping Plan)

5. Piping support drawing

6. Pipe stress analysis report

7. Force & moments at skid battery limit

8. Grating cutout drawing

9. Handrail layout & cutout drawing

10. Cable tray / conduit layout drawing

11. JB & instrument location drawing

12. Grounding/Earthing layout

13. Supports for cable tray, instruments & junction box

14. Piping AMR ( Duplex steel on priority)

15. Instrument bulk MTO ( tray & accessories)

16. Clash report from software

17. Structure GA drawing

18. Structure Calculation with STAAD Analysis

19. Foundation load data drawing

20. Transportation drawing

8. PROJECT APPROACH

B-WI would identify a Project Manager who would be responsible for execution of the project and a team of associates who would be working under the Project Manager on this project. B-WI expects GPE to identify a single point of contact with whom B-WI PM would communicate on a day-to-day basis for working on this project. After receipt of all the inputs for the project, the Project Manager would review the inputs for adequacy and get back to GPE with an actual schedule for the project and for any further clarifications, before the start of the project. Changes in scope, if any during the execution of the project, would be reviewed for changes in efforts / schedule and details provided to GPE for an approval before execution.

9. SCHEDULE, PRICE AND PAYMENT TERMS

Description Schedule Price in INR

Complete project scope 8-10 working weeks INR 20,06,000

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

Page 8

Above pricing does not include any travel of B-WI engineer to onsite / client location. Any onsite travel would be charged at actual – air tickets, visa, local travel, accommodation and living expenses, along with an administrative charge at 15%, if needed

This proposal is valid until 31st August 2015. B-WI would re-submit this proposal in case of receiving a response from GPE later than the above indicated date

A detailed schedule in line with the enquiry document shall be prepared on project award

Our price is inclusive of two revisions and as built preparation

PAYMENT TERMS

B-WI will invoice as per below terms for the project::

30% advance

50% against submission of all deliverables on pro rata basis to be decided during

order placement

15% against approval of all deliverables

5% against As-built documents

All payments are due within 15 days from the date of receiving an invoice

10. ACCEPTANCE OF SERVICES

GPE and Barry-Wehmiller International agree completely to the services described in this document, signed by both parties.

Agreed to by: Agreed to by:

Barry-Wehmiller International GPE

By __________________________ By __________________________ Authorized Signature Authorized Signature Name: Senthil Kumar D Name: Title: Vice President and Senior Partner Title: Global Engineering Services Date: Date:

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

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11. CONTACTS

PRASAD T K HEAD – PROCESS SYSTEMS ENGINEERING PRACTICE C/O Amran Establishment LLC, P.O.Box: 919 P.C. 100, Muscat| Sultanate of Oman t. +968 24699784 | m. +968 93201512

f. +968 24697570

[email protected] www.barry-wehmillerinternational.com

CT Saravana Business Development Manager Barry-Wehmiller International MPL Silicon Towers, 23-1/B3, Velachery Tambaram Main Road Pallikaranai Chennai, Tamil Nadu 600100

t +91 (0) 44 6690-9100 X 256 | m +91 9884731937

[email protected] www.barry-wehmillerinternational.com

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

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12. APPENDIX 1. TERMS AND CONDITIONS 1. Applicability: B-WI’s sale of products and services is expressly conditioned upon the terms and conditions contained herein. All quotations, offers to sell, proposals, acknowledgments and acceptances of orders by B-WI are subject to these Terms and Conditions of Sale, and acceptance by CLIENT (GPE) is expressly limited to them. Any conflicting terms and conditions set forth in any purchase order or similar communication submitted to B-WI by CLIENT are objected to, and are deemed proposals for addition to the contract of sale, and do not become part of the contract of sale between B-WI and CLIENT unless expressly and separately agreed to in writing by B-WI. Authorization by CLIENT, whether written or oral, for B-WI to supply the products and services will constitute acceptance of these Terms and Conditions of Sale. 2. Prices: Prices quoted by B-WI are valid for the stated period. If no period is stated, then any proposal shall expire without notice 30 calendar days after issuance, unless terminated earlier by prior written notice. Prices quoted do not include any federal, state, local or other taxes, including but not limited to sales and use taxes, turnover taxes, duties, fees, or other specific assessments which may be levied against the products or services, and CLIENT agrees to pay any and all such taxes which B-WI may be required by law to pay or collect on account of the manufacture or sale of goods and performance of any services for CLIENT. All licenses or other approvals required shall be obtained by CLIENT, at CLIENT’s expense. 3. Specifications: Specifications are as stated in B-WI’s written quotation and in the Statement of Work. No other specifications may be deemed part of the contract between B-WI and CLIENT unless specifically identified as such in a writing made part of the contract and signed by B-WI. After the contract of sale becomes effective, specification changes requested by CLIENT and agreed to by B-WI may become part of the contract only by separate written agreement signed by B-WI, in which event the prices quoted in connection with the original specifications will be subject to change. B-WI reserves the right, without obtaining CLIENT’s approval, to make changes in the design and specifications of the products and services sold hereunder, or of any component part, which changes do not affect the performance of the goods or services sold. 4. Force Majeure; CLIENT’s Rights In The Event Of Delays: B-WI shall not be held responsible for any delay or failure in performance of any part of its obligations to CLIENT, to the extent that such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond the parties’ control. B-WI shall not be liable to CLIENT for any damages purported to be due to delays, regardless of the causes of the delays. CLIENT may cancel the contract due to delays only if (a) delivery is delayed for more than 120 days by delays caused by B-WI, (b) after any such 120 day delay period, CLIENT gives B-WI notice in writing of CLIENT’s intent to cancel the contract unless delivery is made within 30 days of CLIENT’s written notice, (c) B-WI fails to deliver within 30 days after CLIENT’s written notice, and (d) CLIENT provides B-WI with written notice canceling the contract after the expiration of the 30 days without delivery. If CLIENT cancels the contract in accordance with the foregoing, then B-WI shall refund to CLIENT all funds paid by CLIENT for the specific products and services not delivered, and shall have no further liability of any kind to CLIENT. 5. Cancellation: CLIENT may only cancel the contract by giving 30 days’ notice in writing to B-WI of the cancellation. CLIENT may cancel the contract for delay only in accordance with the provisions stated above. If CLIENT cancels the contract for any reason other than delay in delivery, then B-WI may retain all payments made by CLIENT prior to the cancellation, regardless of B-WI’s costs prior to the cancellation. If B-WI’s costs at the time of cancellation, plus 15 percent of the costs, collectively exceed the amount of any payments made by CLIENT prior to the cancellation, then CLIENT shall be liable to B-WI for such increment in excess of the amount of CLIENT’s payments. 6. Warranty: B-WI warrants that the products sold are free from defects in material and workmanship when used in accordance with all instructions and directions for installation, operation and maintenance furnished by B-WI, for a period of one year from delivery, subject to the following conditions: (a) CLIENT shall notify B-WI in writing promptly upon discovery of facts giving rise to any claim under this warranty, stating specifically the nature of the claim, the date of discovery of same, and identifying the product or service involved. Failure to so notify B-WI within ninety days after discovery of facts giving rise to the claim shall fully and completely relieve B-WI from any obligation under this warranty. (b) This warranty applies only to products and services properly used and maintained and is expressly nonapplicable to any products or services which have been altered or changed other than in accordance with instructions and directions furnished by B-WI, or to any product or service which has not been operated or utilized in accordance with instructions or directions furnished by B-WI, or which has been operated or treated in any manner which, in the reasonable judgment of B-WI, adversely effects its reliability and performance. (c) B-WI’s entire liability and exclusive remedy to CLIENT or any third party CLIENT of any Product or service is expressly limited to the repair and replacement, at B-WI’s sole discretion, of any Product or Service that is determined by B-WI to be defective under the terms of this warranty.

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

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(d) THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7. Partial Invalidity: If any provision or portion of a provision of these Terms and Conditions of Sale is determined to be invalid under any applicable law, it shall be deemed omitted, and the remaining provisions and partial provisions hereof shall continue in full force and effect. 8. Governing Law And Venue For Legal Actions: The contract between B-WI and CLIENT, including these Terms and Conditions of Sale, shall be interpreted and construed in accordance with the laws of USA. The exclusive jurisdiction for any legal proceedings involving the contract between B-WI and CLIENT, including these Terms and Conditions of Sale, shall be the courts within St Louis, MO. CLIENT expressly consents to the jurisdiction and venue of such courts. 9. Changes: No changes of the contract between the parties or to these Terms and Conditions of Sale shall be binding without the written consent of both parties. 10. LIMITATION ON DAMAGES: NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND. THIS LIMITATION ON DAMAGES IS INTENDED TO HAVE THE BROADEST POSSIBLE APPLICATION AND IS INTENDED TO APPLY TO ALL DISPUTES BETWEEN CLIENT AND B-WI THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE CONTRACT BETWEEN THE PARTIES AND/OR THE PRODUCTS OR SERVICES TO BE SUPPLIED TO CLIENT BY B-WI, REGARDLESS OF WHETHER OR NOT THE PRODUCTS OR SERVICES ARE ACTUALLY MANUFACTURED AND/OR DELIVERED TO THE CLIENT. EXCEPT AS OTHERWISE PROVIDED HEREIN, CLIENT’S EXCLUSIVE REMEDY FOR ALL CLAIMS ARISING OUT OF THE CONTRACT OF SALE SHALL BE THE RIGHT TO REPAIR OR REPLACEMENT OF NONCONFORMING PRODUCTS, OR SERVICES OR AT B-WI’S OPTION, REPAYMENT OF THE PURCHASE PRICE.B-WI’S LIABILITY TO CLIENT FOR DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARE DISCLAIMED HEREIN, SHALL IN NO EVENT EXCEED THE CONTRACT PRICE. 11. Assignment: This agreement benefits B-WI, its successors and assigns. B-WI may assign its rights under the contract, and the assignee and any subsequent assignee shall have all the rights and remedies of B-WI under the contract of sale. Neither the contract of sale nor the obligations thereunder may be assigned or transferred by CLIENT unless separately agreed to by B-WI, in writing. Any purported assignment by CLIENT in violation of this provision shall be void as against B-WI. 12. Patent Issues: Response To Claims: In the event a claim is made against CLIENT alleging that the products or services sold hereunder constitute an infringement of any United States patent, or of any foreign patent for goods sold in a country where such foreign patent has been issued, CLIENT shall give B-WI prompt written notice by certified mail to B-WI’s home office furnishing information concerning the name of the person or firm asserting patent infringement, identification of the products or services that are alleged to violate the patent, and identification of the patent or patents that are being asserted. CLIENT shall provide B-WI all necessary authority, information and reasonable assistance as requested by B-WI to permit B-WI to carry out any of the following options. Upon notification of such claim by CLIENT, B-WI shall, at its option, perform one or more of the following: (a) Procure for CLIENT at B-WI’s cost a license from the patent owner to use the products or services; (b) Modify the products or services at B-WI’s cost so as to make them non-infringing without materially impairing their performance; (c) Replace the products or services at B-WI’s cost with other products or services that are substantially equal, but not infringing; or (d) Upon thirty days’ prior written notice of removal, remove the products from CLIENT’s premises at B-WI’s cost, and refund to the CLIENT the purchase price of the Product or Service reduced by a factor of use allowance of twenty percent per year. Adoption by B-WI of any of the foregoing options shall excuse B-WI from any liability to CLIENT (except for continuing indemnity for any third party claims) in connection with the assertion of such patent infringement claim against CLIENT. Response To Legal Actions: B-WI agrees that it will defend, with counsel of its choice, any suits that may be instituted by any party against CLIENT for an alleged infringement of any patent relating to the structure of the products or services as originally furnished. CLIENT agrees to provide B-WI with all necessary information, assistance, cooperation and authority to permit B-WI to properly defend any such claim. B-WI will indemnify CLIENT against all resulting damages, fines, costs and penalties awarded against CLIENT by settlement or judgment as a result of the infringement. In the event that the structure of the products or services in suit is held to infringe any patent and the CLIENT’s use thereof is enjoined, B-WI may at its option perform any of the options (a) through (d) identified above. Adoption by B-WI of any of the foregoing options shall excuse B-WI from any liability to CLIENT (except for continuing indemnity for any third party claims) in connection with the assertion of such patent infringement claim against CLIENT. 13. Software: The products purchased may include hardware, software, and services set out in the contract documents. Software acquired from third parties is licensed, not sold, to CLIENT. B-WI hereby grants and CLIENT accepts a license to use the software

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

Page 12

for the purposes set out in the contract documents. CLIENT shall not copy, download, disassemble, decompile, or modify software in any fashion. 14. Indemnity: a. B-WI agrees to indemnify, defend (with counsel selected by B-WI) and hold harmless CLIENT and CLIENT’s directors, officers, shareholders, trustees, partners, members, beneficial owners, agents, employees, successors and assigns from and against any and all liabilities, losses, causes of action, claims, damages, costs, liens, fines, penalties, and expenses directly or indirectly arising out of or in any way connected with injury (including personal or bodily injury) to or death of any person (other than employees or agents of B-WI) or damage to any property or any other matter resulting from and to the extent attributable to any error, omission, negligence, or willful misconduct of B-WI, or B-WI’s agents, subcontractors, or employees in connection with work performed pursuant to the Agreement. However, B-WI does not agree to indemnify CLIENT against liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense resulting from and to the extent attributable to the negligence or willful misconduct of CLIENT, or of CLIENT’s agents, or employees, or of other independent contractors who are directly responsible to CLIENT. b. CLIENT agrees to indemnify, defend (with counsel selected by CLIENT) and hold harmless B-WI and B-WI’s directors, officers, shareholders, trustees, partners, members, beneficial owners, agents, employees, successors and assigns from and against any and all liabilities, losses, causes of action, claims, damages, costs, liens, fines, penalties, and expenses directly or indirectly arising out of or in any way connected with injury (including personal or bodily injury) to or death of any person (other than employees or agents of B-WI) or damage to any property or any other matter resulting from and to the extent attributable to any error, omission, negligence, or willful misconduct of CLIENT, or CLIENT’s agents, subcontractors, or employees in connection with work performed pursuant to the Agreement. However, CLIENT does not agree to indemnify B-WI against liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense resulting from and to the extent attributable to the negligence or willful misconduct of B-WI, or of B-WI’s agents, or employees, or of other independent contractors who are directly responsible to B-WI.

15. Covenant not to employ: During the term of this Agreement and for a period of twenty four (24) months thereafter, neither party will employ or directly or indirectly or solicit for employment any employee of the other party who performed or received, or oversaw the performance or receipt of, Services under this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that this Agreement will not prohibit (i) solicitations through general public advertising or other publications of general public circulation, (ii) solicitations through independent employment agencies or search firms, in either case where such solicitation is not specifically targeted at the other party’s employees, or (iii) the hiring of any employee of a party who contacts the other party without such other party having solicited such employee. Should either party violate this covenant , the sole remedy will be fifty percent of first year compensation, including anticipated bonus, paid to the other party thirty days after start of employment.

16. Intellectual Property: B-WI will not retain any right in or to any deliverables, any information, materials, inventions, discoveries, confidential information or intellectual property, including any and all works in any medium whatsoever that refer to, relate to, incorporate, include, analyze or utilize such information, materials, inventions, discoveries, confidential information or intellectual property, or any improvements or modifications thereto or derivations there from discovered, developed, designed, retained or associated by any means with any and all work performed by B-WI pursuant to this Proposal, including any projects developed for or in association with CLIENT.

17. Testing Materials: Upon request by B-WI, CLIENT shall furnish to B-WI’s point of manufacture at CLIENT’s expense sufficient product, sample packages and/or containers, packaging materials, complete manufacturing data and other material necessary for full testing of products being sold by B-WI. CLIENT shall furnish testing materials to B-WI within a reasonable time after B-WI’s request for testing materials. B-WI shall not be responsible for any delays in B-WI’s performance caused by the failure of CLIENT to provide testing materials to B-WI in a timely fashion. Where CLIENT has provided testing materials to B-WI for evaluation prior to entering into a contract with B-WI, CLIENT represents and warrants to B-WI that the actual materials to be handled by B-WI’s products will be similar in all material respects to those testing materials originally provided by CLIENT to B-WI for evaluation.

18. Shipment: Shipments are Ex-Works plant of manufacture. Any shipment dates quoted by B-WI are approximate. CLIENT shall select the mode of shipment and carrier. All shipping costs shall be borne by CLIENT. B-WI shall exercise reasonable care in preparing items for shipment. CLIENT agrees to advise B-WI and pay for any additional packaging and crating requirements. CLIENT shall insure the products against all risks, including damage and shipment, until final payment is made, with policies payable to B-WI’s benefit as a loss payable under the policy. CLIENT shall furnish a certificate of insurance with loss payable to B-WI. CLIENT shall be liable to B-WI for any storage, warehouse or demurrage charges and any extra cartage and handling charges caused by CLIENT’s failure or refusal to accept delivery of the products when tendered. If shipment is delayed at CLIENT’s request, then any payments otherwise due from CLIENT to B-WI upon delivery shall immediately become due and payable, and CLIENT shall pay, prior to shipment, any costs of handling, storage and insurance of the products incurred prior to delivery of the products.

19. Installation: Installation is by CLIENT unless specifically described and incorporated as part of this agreement.

PROPRIETARY NOTICE ©2015 Barry-Wehmiller Corp. This document is the intellectual property of Barry-Wehmiller International and not to be copied, reproduced or distributed under penalty of law without prior written approval of B-WI. Barry-Wehmiller International, 8301, Maryland Avenue, St. Louis, MO 63105

Page 13

20. Security Interest: B-WI reserves a purchase money security interest in all products delivered until B-WI receives the full purchase price. CLIENT agrees to execute any documents at B-WI’s request with respect to creation and perfection of a security interest in the products sold. 21. Safety Devices: The use of all guards, interlocks, electrical devices, and other safety devices and features on the products, and the operation of the products in accordance with B-WI’s operating instructions is essential to the safe use of the products and therefore, CLIENT agrees that it will keep in legible condition all warnings or operating instructions affixed to the products by B-WI, and that it will not remove, render inoperable, or modify, any guards, interlocks, electrical devices, or other safety devices that are part of the products, or the software controlling such devices, and that it will not add any devices or modify the products in any way that will render the products unsafe, and that it will operate the products in accordance with B-WI’s operating instructions. CLIENT agrees to indemnify and hold harmless B-WI from all actions, claims, demands and damages, including all reasonable attorney fees and legal expenses incurred by B-WI, arising out of claims made by third parties for personal injury allegedly resulting from actions by CLIENT taken inconsistent with CLIENT’s obligations stated in this paragraph.