Cahdez
Cahdez
Cahdez
A PROPOSAL TO PROVIDE A
THERMAL FLUID HEATING SYSTEM
FOR
Plant Design de Mexico
Presented by:
Page 1
March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
NOTE: Our price and delivery are based on ASTEC’s “General Terms and Conditions” listed at the
end of this proposal. Any purchase order that includes Terms and Conditions different from those will
be reviewed, and it may impact the price and delivery offered. ASTEC reserves the right to review, and
revise the pricing and delivery.
DELIVERY PERIOD:
The delivery period of the equipment is listed below. Delivery times may vary either more or less
depending on engineering and production work load at the time the written P.O. is received. Long lead
items (pumps, burner, blower, relief valves) will need to be ordered prior to approvals. Delivery time
depends on all drawings being approved 2 weeks after receipt.
Description Weeks
Drawings Issued for Approval 14 ARO (Written P.O.)
Equipment Manufacturing 22 ARAD
Total Estimated Delivery Time 38 ARO
ARO = After receipt of written purchase order and down-payment is accredited.
ARAD = After receipt of approved drawings from the customer
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
Business Address: Avenida Americo Vespucio N°1271 Oficina 37, Renca Santiago, Chile
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
ASTEC ADVANTAGES:
1. The radiant heating surface of two pass heaters is typically 50% greater compared to that of other
style heaters. The result is that the two pass heater will have lower radiant flux rates. High radiant
heat flux causes high metal wall temperatures, causing premature coil failure and premature
degradation of the thermal fluid. The life expectancy of the two pass heater will be 2-4 times that of
other designs.
2. Should the coil ever have to be replaced, the bolted cover(s) of the two pass design allow for easy
coil replacement without having to replace the entire heater or requiring shipment back to the
factory for costly repair.
3. There is more internal “room” in the less crowded two pass heater which allows for greater space
between the flame and the coil. This lessens the chances for flame impingement and thus
lengthens coil and thermal fluid life. Ease of inspection is also increased.
4. The velocity in the coil is in the range of 5 – 13 fps as recommended by most thermal fluid
manufacturers. Due to the low average radiant heat flux of the two pass designs, the heater does
not have to rely on excessive fluid velocity (which can lead to erosion) to keep the film temperatures
low. The result is the most forgiving heater on the market.
5. The heater utilizes complete flow through a uniform diameter coil without mixing or by-passing.
6. Front and rear peep sight(s) for viewing flame pattern and coil condition.
7. No orifice plates required for balancing the flow
8. Insulation is on the inside of the heater where it cannot be damaged during shipment
9. Totally Packaged Heaters
10. In House Panel Shop
11. In House Coil Manufacturing
12. In House Hydro-Test
13. In House Painting / Sandblasting
14. In House Fully Function Tested Heaters
15. Custom (Highly Specified or Standard Units)
16. On Site Training
17. In House Service Department which is available for on site training and start up
18. In House Engineering Department
19. Seventeen AutoCAD stations utilizing AutoCAD / Inventor / AutoCAD Electrical
20. In House Quality Assurance / Control Department
21. Heater manufacturer since 1977
22. ASTEC Coil warranty will be 3 years from ship date. Typical lifetime of this heater without coil
replacement is 20 to 30 years.
23. Stamps and Certifications
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
SYSTEM PARAMETERS:
The following system parameters are incorporated into this proposal.
Plant location Mexico
Plant elevation (fasl) < 2,000
Heater location Outdoor
Ambient Temperature (ºF) 20 to 105
Burner turndown 8:1
Excess air % 15
Heater orientation Horizontal
Primary fuel (psig @ rated capacity of the burner) Fuel gas (265)
Nitrogen required (psig) 25
Electrical 480 V / 3 PH / 60 Hz
Control voltage 120 V / 1 PH / 60 HZ
Area Classification General Area / NEMA 4
Thermal fluid (Not Included) Dowtherm T or Equal
Page 6
March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
DRAWINGS / ENGINEERING:
Drawing period is based on current engineering load and is subject to change without notice. Drawings
will be sent via e-mail or provided on USB thumb drive (AutoCAD). Please note that the tolerance of
our drawings is + or – ¼”. Construction of connections to heater should allow for modifications to be
made in the field with at least 2 degrees of freedom.
Description Description
Manuals on CD General Arrangement
P & ID Hydro-test Report
Electrical Diagrams (Ladder Type) Bill of Material Electrical
Nameplate Details Bill of material Mechanical
Lift Lug Details Spare Parts
Motor Curves NDT Reports
Motor Data Sheets Utility Requirements
Mechanical Design Calculations Quality Control Manual
Foundation Loadings Material Certifications
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
DESIGN CRITERIA:
The equipment will be designed to the requirements stated below. Quality is assured by our in house
quality control department. Thickness of coil and shell will not be affected by the manufacturing process
as we keep all diameters above the limits that would have an impact on it. Hydrostatic testing will be
carried out at our facility and witnessed by our quality control manager.
Heater Coil Design:
ASME Section VIII design @ 650 ºF to -20 ºF, @ 300 psig with CA = 0.0625
PAINTING:
Purchased items will be painted with vendors’ standard paint, stainless items will remain
unpainted. Surfaces will be painted with Sherwin Williams Pallet Tan SW4003 where possible.
Equipment Primer Top Coat Max Temp Rating
Shell Primer (2-3 mils) Pebble Grey (2-3 mils) 350˚ F
Front Head Primer (2-3 mils) Pebble Grey (2-3 mils) 350˚ F
Rear Head Primer (2-3 mils) Pebble Grey (2-3 mils) 350˚ F
Skid Frame Primer (2-3 mils) Pebble Grey (2-3 mils) 350˚ F
Saddles Primer (2-3 mils) Pebble Grey (2-3 mils) 350˚ F
Stack None Black Grey (4-8 mils) 1,200˚ F
Piping None Black Grey (4-8 mils) 1,200˚ F
Fuel Train Primer (2-3 mils) Safety Yellow (2-3 mils) 350˚ F
Economizer Primer (2-3 mils) Pebble Grey (2-3 mils) 350˚ F
Expansion Tank None Black Grey (4-8 mils) 1,200˚ F
Page 8
March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
EQUIPMENT RECOMMENDATIONS:
For your application we recommend two (2) two-pass tight-wound helical coil heaters. This model
utilizes a radiant and convection section for heat transfer. The heater is designed, manufactured, wired,
and tested at our facility in Chattanooga, Tennessee USA. It is completely packaged and will include
the following:
HEATER x 5:
Carbon steel (SA106 Gr. B seamless) schedule 40 tight-wound helical coil
Single 12” inlet and outlet 300 # (SA105) flanges
Heater coil hydro-testing per ASME code
Coil will be stamped and receive National Board Registration
304 SS coil supports (skip welded to shell to help dissipate heat transmission)
Coil is enclosed by an (minimum ¼” thick) A36 carbon steel shell with bolted end covers (w/ lift
eyes)
Internally insulated with ceramic fiber blanket, using welded 310 SS pins with washers for support
Blanket will receive a coat of rigidizer
Peep sight in rear cover
Inert gas smothering connection in front cover. (Gas and controls by others)
Structural steel skid with saddles welded to channels to form a skid mounted frame, and a five foot
skid deck extension for mounting controls
Skid lifting lugs (minimum of four)
Extra convection section to increase heater efficiency. Economizer (Extra Convection Section) with
stack transitions and piping to heater inlet (Crossover piping). Economizer consists of a serpentine
carbon steel pipe coil with carbon steel serrated fins. Piping to heater inlet is included (Insulation of
piping is not included)
STACK x 5:
Stack with flanged bottom connection and two (2) 3”, 150# flue gas sampling ports, rain cap and
bird screen (Un-insulated)
BURNER x 5:
Direct spark ignited natural gas pilot (Interrupted type)
Ignition transformer
UV Self checking flame detection scanner for proving main and pilot flames (Self checking scanner
is required by NFPA if operating over 12 hours continuously without a shutdown)
BLOWER x 5:
Blower is integral to burner
Inlet damper (Mild Steel Construction) with modulation motor
Duct with combustion air pressure switch
1. All emissions are at 100% of maximum combustion rating (MCR) and are in the units of PPM
referenced to 3% dry stack oxygen
2. Emissions are valid for natural gas combustion only. The values are based on natural gas
containing no fuel bound nitrogen and no sulfur
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
GAS TRAIN x 5:
Carbon Steel Main & Pilot 150 # RF
Pilot train with regulator, safety shutdown valves per NFPA 87, manual valve, 1 x pressure gauge
Main train
Drip leg
Manual shutoff valve
Gas Strainer
Tee to pilot train
Pressure gauge x 2
Stepdown gas regulator (Must be vented to a safe location)
Gas regulator (Must be vented to a safe location)
Vent line with manual shutoff valve for leak testing
Low and high pressure switches
Leakage test connection with manual shutoff valve
Fuel Modulation via linkage-less system
Double block (one with proof of closure switch) safety shutdown valves
Bleed line with two (2) manual shutoff valves for leak testing
LOCALLY MOUNTED INSTRUMENTS: The following will be provided for each heater:
Digital differential pressure switch for detection of low thermal fluid flow condition
Inlet / outlet thermal fluid pressure gauge with isolation valve (NPT)
Inlet / outlet thermal fluid thermometer with thermo-well (NPT)
Outlet thermal fluid temperature thermocouple with thermo-well (NPT)
Stack temperature thermocouple with thermo-well
ASME Section VIII Type pressure relief valve(s) on the thermal fluid outlet piping (Must be vented
to a safe location)
Conduit will be used for all wiring
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
The enclosure and installed components meet NEMA standards. The enclosure is designed and wired
to meet the requirments of NFPA 70, National Electric Code (NEC) and the requirements found in
Underwriters Laboratories Inc. (UL) 508A Listing for Industrial Control Panels. This listing can be
verified on the following website: http://www.ul.com/database.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
NOTE: Pumps are designed for hot oil use but are not API 610.
EXPANSION TANK x 5:
One (5,000 gal) expansion tank will serve two heaters. Each expansion tank will be mounted remotely
by the customer and will include the following:
Horizontal configuration with saddles for mounting
Vent / fill connection with cap
ASME type pressure relief valve
Level gauge
Low level switch
Piping to pump inlet
Insulation and cladding is not required or included
Heat up leg with 10” isolation gate valve
Expansion leg with 10” isolation gate valve
Main leg with 12” isolation gate valve
Drain with isolation gate valve
Inert gas blanket system with manual gate valve, gas regulator, gas relief valve, low-pressure
switch and pressure gauge
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
HEATEC's Quotation is in basic accordance with the specifications, drawings, terms and conditions, and
requirements of the invitation to bid; however, the following exceptions have been identified, priced and are
attached hereto for consideration
Purchase order must make reference to HEATEC Quotation
Equipment is quoted EXW, HEATEC, Chattanooga, TN, Incoterms® 2020. Equipment will be loaded on truck
free of charge. This means the delivery of Equipment on the truck at the specified point of departure (HEATEC)
is covered in the quotation price. Purchaser is responsible for the main carriage / freight, cargo insurance and
other costs and risks. Purchaser shall furnish all necessary facilities, labor, materials and equipment for
unloading and conveying the Equipment to its erection point. The Equipment shall be erected, installed, set and
leveled by Purchaser at its expense.
Purchaser shall furnish all necessary labor, materials, equipment, fuel, inert snuffing controls / media, air (if
required), nitrogen (if required) and electricity required for starting up the Equipment. HEATEC will not be
responsible for the installation or design of the footings, foundations or anchor bolts. Emissions compliance
testing, mechanical run test, Site Acceptance Test, and performance tests are not included in Quotation. Testing
included in Quotation includes the testing as described in the HEATEC Standard FAT (Available for inspection)
and the HEATEC Standard ITP (Available for inspection) and any tests stated in the Quotation.
Heatec warranty, payment terms and cancellation charges are as stated below.
Export packing / preservation / storage are not included. Domestic packing is included. This includes flange /
stack covers, wrapping of panel, crating of loose shipped parts.
Taxes, tariffs and duties are not included.
Order will be executed according to USA / TN laws. It is the responsibility of Purchaser to inform HEATEC via
specifications of local / jurisdictional laws that may affect Equipment design (i.e. emissions, insurance codes,
etc.). Purchaser assumes all responsibility for complying with all federal, state and local statutes, laws, codes,
regulations and ordinances in connection with the design, installation and operation of the Equipment and any
other activity related thereto, including, without limitation, the Clean Air Act and all rules and regulations
promulgated thereunder and the Occupational Safety and Health Act and all rules and regulations promulgated
thereunder. Some parts of the heater will exceed OSHA temperature requirements. (Average skin temperature
of heater shell is 170°F with 5 mph wind and 70°F ambient.)
Any freight prices that may be quoted are estimates for budgetary purposes only. Due to the volatile nature of
freight pricing, HEATEC cannot give a firm price for freight during the proposal phase of the project, because
this phase occurs well in advance of the actual delivery. If contracted with HEATEC, freight will be billed at the
actual cost plus a 10% handling fee.
All drawings will be standard AUTO-CAD. Delivery time stated in Quotation depends upon the approval process
and the changes made during this process. Typical approval time is two weeks after receipt on all drawings.
Only those drawings listed above will be offered. Drawings will be submitted electronically. If drawing approval
consists of multiple or major changes, delivery time can be affected as well as the price. Drawing period is based
on current engineering load and is subject to change without notice. Drawings will be sent via e-mail or provided
on disk. Hard copies will require additional cost. Please note that the tolerance of HEATEC drawings is + or –
¼”. Construction of connections to heater should allow for modifications to be made in the field with at least 2
degrees of freedom.
Control voltage is as stated in quotation.
Insulation / tracing / personnel protection of piping and equipment external of heater is not included. This is best
done in the field by local contractor to eliminate damage during shipment and to allow checking for leaks prior to
start up.
Fusible loop system, testing of refractory / insulation materials, burner / blower testing, spreader bar and slings
are not included.
Galvanic isolation barriers and cathodic protection are not included.
Single line drawings are not included. HEATEC performs ladder type diagrams.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
Pipe, fittings, bolts, nuts and steel will be purchased from HEATEC’s standard vendors. Plate and shapes are
A36 carbon steel. Tubes supports are 304 SS. Stud bolts are SA 193 Br B7. Nuts are SA 194.
All purchased items will remain as painted from respective vendor.
Ladders and platforms are not included unless stated in Quotation.
If area is Class I Div 2 then panel is NEMA 4X with “Z” type purging. All other controls are NEMA 7, hermetically
sealed, intrinsically safe or they are purged. Motors are TEFC. Equipment will be designed to NEC area as
stated in Quotation.
Unless stated otherwise in Quotation, HEATEC takes exception to ISO, BS, NACE, API, GOST, ATEX, CE,
IEC, SIL, & CENELEC specifications. HEATEC will assist in complying with these regulations where required
but HEATEC cannot be sure the equipment as quoted will comply.
Heatec standard Quality control manual will be used for all welding, NDE, etc. Heatec standard welding
procedures will be used for all welding. Heatec weld procedures and welders are ASME approved/certified. The
weld procedures are available for Purchaser review only and revisions are not allowed. If Purchaser
specifications have requirements other than what is listed on Heatec weld procedures, then Purchaser specific
weld procedures can be produced. New procedures will result in a cost adder and will delay the original shipping
date provided in the HEATEC Quotation. The increase in cost and length of delay will be dependent on the
extent of the specification requirements. NDE of non-pressure vessel welds is not included unless stated in
Quotation. Non pressure vessel welds are continuous but are not full penetration.
Flame arrestor, spark arrestor, UPS, noise test, fire & gas detection, outdoor lights, aviation lights, variable speed
motors, soot blowers, lancing ports, fireproofing, knockout tank, insulation rings, insulation clips, vapor barriers,
explosion door, spare parts, thermal fluid, shell / structural / piping stress analysis test, export custom clearance
and vibration tests, start-up and erection assistance are not included. Only the controls listed in the Quotation
are provided.
Hazardous area electrical equipment certification is simply a copy of each electrical item certificate. The entire
heater does not have this type of approval.
Liquidated damages shall not apply.
HEATEC takes exception to specifications and required documentation referring to any other language other
than English.
HEATEC is not responsible for implementing documentation or paying taxes, duties or other charges relating to
exporting/importing proposed equipment into any country outside the Continental United States
Seal offs (If required) are to be poured in the field by Purchaser.
Relief valves and vents should be piped to a safe location by Purchaser.
Noise data sheet is provided by the blower manufacturer only
Redundancy is not included.
Thermal fluid by-pass, relief valve by-pass, relief valve isolation and flow control is not included unless specifically
stated in the Quotation. By-pass and isolation valves around flow control valves and regulators have not been
included.
Shield rows in convection section are not required or included.
SAT / Performance test is not included. Functional test of all components is included.
Skid drip pan, lip and grating have not been included.
Rupture discs are not included on relief valves.
Galvanizing of any materials is not included unless stated in Quotation.
PWHT is not included.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
12.3.2.1 / 12.3.2.2 ONLY ONE 18" DIAMETER RADIANT SECTION ACCESS DOOR IS
PROVIDED. IT IS BOLTED. IT IS IN THE REAR COVER OF HORIZONTAL
HEATERS AND THE TOP COVER OF VERTICAL HEATERS. BURNER
DESIGN DOES NOT HAVE AIR PLENUM DESIGN, IT IS SIMPLY A
BLOWER WITH DAMPER AND DUCT. IT HAS NO ACCESS DOOR OR
PORT.
12.3.2.3 / 12.3.2.4 / DAMPER IS PROVIDED IN COMBUSTION AIR DUCT ONLY. ACCESS
12.3.2.6 DOOR BEFORE ABD AFTER CONVECTION SECTION IS NOT
INCLUDED. INDIVIUAL TUBES ARE NOT REPLACEABLE. ENTIRE COIL
IS REPLACEABLE. END COVERS OF HEATER ARE REMOVED FOR
THIS PURPOSE. TUBE REMOVAL DOOR IS NOT INCLUDED. DUCTS
AND DAMPERS DO NOT HAVE ACCESS DOORS.
13.2.2 / 13.2.7 / 13.2.8 STACK IS SEAL WELDED EXTERNALLY ONLY. STACK IS NOT LINED.
13.2.12 BREECHING WILL NOT MEET CLEARANCE SPECIFICATIONS
13.2.15 STACK DOES NOT HAVE A CORROSION ALLOWANCE.
14.1.3 BURNER MAY NOT MEET SPECIFIED CLEARANCES
14.1.8 A SINGLE BURNER IS USED ONLY
14.1.21 IF BURNER IS OIL FIRED. THE OIL GUN IS NOT REMMOVABLE DURING
OPERATION. MATERIALS OF CONSTRUCTION MAY NOT MEET ALL
REQUIREMENTS IN TABLE 15.
14.2 SOOTBLOWERS, PORTS AND LANES ARE NOT INCLUDED UNLESS
STATED IN QUOTATION.
14.3 FANS AND DRIVERS WILL NOT MEET API REQUIREMENTS
14.4 HEATEC USES BUTTERFLY DAMPERS AND RADIAL DAMPERS IN THE
COMBUSTION AIR DUCT. THEY ARE MILD STEEL CONSTRUCTION.
15 FLUE GAS AND COMBUSTION AIR CONNECTIONS ARE SCH 40 NPT
CONNECTIONS.
15.3.2 VENT AND DRAIN CONNECTIONS ARE NOT INCLUDED
15.4 TUBE SKIN THERMOCOUPLES ARE NOT INCLUDED UNLESS STATED
IN QUOTATION.
15.5 INSTRUMENT CONNECTIONS ARE NOT NECESSARILY ACCESSIBLE
FROM GRADE.
16.2 PLATE WELDS ARE SEAMLESSLY WELDED ON THE EXTERIOR
16.7 FIELD ERECTION / ASSISTANCE ARE NOT INCLUDED.
17.3 17.4 HEATEC TAKES EXCEPTION TO 17.3 & 17.4
ANNEX E STRESS CALCULATIONS ARE NOT PERFORMED ON TUBES, SHELL
OR TUBE SUPPORTS.
ANNEX F AIR PREHEATER IS NOT INCLUDED.
Page 16
March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
SALES PROPOSAL
SPECIFIC TERMS AND CONDITIONS
PRICING: - The Price is valid for thirty (30) days after date of this Sales Proposal.
- The Prices do not include any sale, use, property value added, duties or other taxes or charges, whether federal, state,
local or provincial that may be applicable, which shall be the responsibility of the Purchaser.
TERMS: - Purchaser shall pay the purchase price in progress payments as follows:
Receipt of these progress payments is required before the Equipment will be released for shipment.
*20% @ ARO
*30% @ Approval Drawing Submittal
*30% @ Coil Hydro Test
Balance @ ready to ship
Electronic Transfer required 15 days after invoice receipt
Refundment / security / performance bonds are not included.
PACKING: - The Price includes Heatec’s standard packing. If Purchaser requires special packing, the extra cost caused
thereby shall be borne by Purchaser.
SHIPPING: - Transportation charges from point of shipment to point of destination shall be arranged for and paid for by the
Purchaser, unless a separate freight contract is entered into between the parties.
- Purchaser shall control the type of transportation and routing.
- An anticipated ready for ship date shall be established upon Heatec's receipt of signed Sales Proposal and
Heatec’s receipt of the down payment.
DELAY: - If Heatec is not released by the Purchaser to order materials for fabrication at the time Purchaser signs this
Sales Proposal, Heatec reserves the right to review and adjust the Price.
- In addition, delays in fabrication due to delays in Purchaser’s release or other reasons due to Purchaser, will
require an adjustment in the anticipated shipment date.
Because of price volatility from steel manufacturers, any order will be subject to a review of material costs from the time of the
proposal to the time that the material is actually allocated to the order. Any steel material cost changes will be based on the #1
Chicago Heavy Melt which is listed daily in numerous publications such as THE AMERICAN METAL MARKET. The calculation for
the cost variation will be the difference between the Chicago #1 Heavy Melt scrap index 8 weeks prior to the date of this quotation
and that same index price on the date 8 weeks prior to shipment of the respective order, which roughly corresponds to the steel
material order date. That calculation will multiply the total weight of the steel plate, structural steel, and steel pipe of the product
provided by the applicable index price variation. The increase, or decrease, in price will be shown as an additional line item on the
respective invoice. This is the most appropriate and transparent method to deal with the current unpredictability of the steel market
today. Please, contact us if you have any questions concerning this Escalation Note.
***
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
SALES PROPOSAL
GENERAL TERMS AND CONDITIONS OF SALE
1. GENERAL: As used herein, "Equipment" is the equipment and/or parts identified in this Sales Proposal as expressly agreed to be
provided by Heatec to Purchaser. As used herein, the "Services", if any, are the services identified in the Sales Proposal as expressly
agreed to be provided by Heatec to Purchaser. As used herein, the "Software", if any, is the software identified in the Sales Proposal as
expressly agreed to be licensed by Heatec to Purchaser. These General Terms and Conditions of Sale (the "Terms") and all other
sections of this Sales Proposal are collectively referred to in the Terms as the "Agreement". The Agreement sets forth the entire, exclusive
and complete agreement of Heatec and Purchaser with respect to the sale and purchase of the Equipment, the performance of the Services and
the license of the Software and supersedes any prior or contemporaneous written or oral agreement, understanding and communications and any
course of dealing, usage of trade or course of performance. This Agreement prevails over any of Purchaser's terms and conditions of purchase or
purchase order, regardless of whether or when Purchaser submitted such terms and conditions or purchase order. Fulfillment of Purchaser’s order
does not constitute acceptance of any of Purchaser’s terms and conditions and does not serve to modify or amend these terms and conditions. No
waiver or modification of this Agreement shall be effective unless in writing and signed by both Heatec and Purchaser.
2. ENGINEERING: Heatec and Purchaser acknowledge and contemplate that any engineering services for which Heatec is responsible pursuant to
this Agreement will be performed by engineers employed by Heatec only to the extent allowed by applicable laws and regulations. Otherwise, such
engineering services will be provided by qualified, licensed engineers selected and retained by Heatec at Heatec's expense. Except as otherwise
provided herein, Heatec and Purchaser acknowledge and contemplate that upon acceptance of this Agreement by Heatec, Heatec's engineering
department or a qualified, licensed engineer selected and retained by Heatec at Heatec's expense will perform whatever engineering analysis and
design is necessary to fulfill its obligations under this Agreement, and will prepare whatever plant layouts, drawings, and design specifications are
necessary in Heatec's discretion to facilitate the performance of the Equipment in accordance with this Agreement. Heatec and Purchaser further
acknowledge and contemplate that this engineering process may result in modifications or changes which may include, but are not limited to:
modifications in conveyor lengths, sizes, speeds, angles, or positions; changes in motor sizes; changes in Equipment or plant configuration; and
modifications or parts lists. No such modifications or changes shall constitute a breach of contract by Heatec.
3. DRAWINGS: Heatec will furnish Purchaser with necessary drawings and instruction for Purchaser’s erection of the Equipment. Heatec will not be
held responsible for design and/or installation of footings and/or other items necessary for installing the Equipment unless otherwise stated herein.
4. DIFFERING SITE CONDITIONS: If, in the performance of this Agreement, subsurface or latent conditions at the site are found to be materially
different from those indicated by geotechnical reports provided by Purchaser, or unknown conditions of an unusual nature are disclosed differing
materially from those ordinarily encountered by Heatec, then such conditions may result in adjustments to the Price, anticipated dates for
delivery/shipment, and other contractual obligations. No such adjustments shall constitute a breach of contract by Heatec.
5. CONFIDENTIALITY: All non-public, confidential or proprietary information of Heatec, including but not limited to specifications, samples, patterns,
designs, plans, drawings, documents, data, business operations, purchaser lists, pricing, discounts or rebates, disclosed by Heatec to Purchaser,
whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise
identified as "confidential" in connection with this Agreement shall be treated by Purchaser as confidential and may not be disclosed to any third
party or copied by Purchaser unless authorized in advance by Heatec in writing. Upon Heatec's request, Purchaser shall return all documents and
other materials received from Heatec. Heatec shall be entitled to seek injunctive relief for any violation of this Paragraph 5. This Paragraph 5 does
not apply to information that is: (a) in the public domain; (b) Purchaser can show was known to Purchaser at the time of disclosure; or (c) Purchaser
can show was rightfully obtained by Purchaser on a non-confidential basis from a third party. Purchaser’s confidentiality, non-disclosure and non-
use obligations herein shall remain in force for the maximum term permitted by applicable law.
6. WARRANTY:
a. Heatec warrants that upon shipment from Heatec’s site and continuing for a period of eighteen (18) months after shipment of
such Equipment to Purchaser or twelve (12) months after startup, whichever occurs first (the "Equipment Warranty Period"), that the
Heatec manufactured Equipment will be free of defects in design, material and workmanship, provided any operation of the Equipment
by Purchaser has been in accordance with generally approved practice as instructed by Heatec service personnel or set forth in Heatec
service instructions, if any, and provided that Purchaser notifies Heatec in writing as soon as such defect becomes apparent, but in all
events during the Equipment Warranty Period. Heatec shall repair, or at its option replace FCA point of shipment, any defective
Equipment or parts covered by the warranty. The right to have defective Equipment repaired or replaced shall constitute the Purchaser’s
sole and exclusive remedy for breach of this limited Equipment warranty. Labor for defective Equipment repair will be paid by Purchaser
under a formula determined by Heatec. For helical coils found in Heatec’s heaters, the Equipment Warranty Period for the helical coils
is three (3) years. Equipment which is repaired or replaced shall carry a warranty equal to the unexpired portion of the Equipment
Warranty Period. Heatec warrants to Purchaser that the Equipment will perform at its rated capacity as indicated on the Sales Proposal
when properly installed, connected, and correctly operated and maintained. Where the Equipment is merely a part of a whole system,
Heatec can only accept responsibility for performance of the Equipment furnished by it. The performance of the Equipment covered in
this Agreement cannot be exactly predicted for every operating condition. In consequence, any predicted performance data submitted
is intended to show probable operating results which may be closely approximated, but which cannot be guaranteed.
b. Heatec makes no warranties or guarantees with respect to Equipment not manufactured by Heatec, including but not limited to diesel
engines, motors, motor starters, pumps, mixers, mills, scales, speed reducers, and other assemblies, valves, pressure regulators,
solenoids, electronic drives, pressure differential switches, temperature sensing switches, flame scanners, gauge boards, modulating
actuators, electronic displays, pressure transmitters, radar sensors, other electronic controls and instrumentation and other parts and
accessories. Liners, castings, furnace refractories, and refractory materials are subject to wide variations of destructive service, are
also not covered by the Equipment warranty and are a maintenance responsibility of Purchaser from the beginning of operation. Heatec
will pass through to Purchaser any warranties and limitations provided by the original manufacturer of parts used in the Equipment
manufactured by Heatec, but Heatec does not provide any warranty as to such items.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
c. Heatec warrants that the Services performed hereunder shall be free from defects in workmanship for a period of thirty (30) days from
the date of performance (the "Service Warranty Period"). Heatec undertakes at its cost to reperform defective Services covered by
the warranty, provided that Purchaser notifies Heatec in writing as soon as such defect becomes apparent, but in all events during the
Service Warranty Period. The right to have defective Services reperformed shall constitute the Purchaser’s sole and exclusive remedy
for breach of this limited Service warranty. Services which are reperformed shall carry a warranty equal to the unexpired portion of the
Service Warranty Period.
d. No warranty shall apply to Equipment which has been repaired or altered by others so as, in Heatec's judgment, to adversely affect the
same or which shall have been subject to negligence, accident, abuse or improper care, installation, maintenance, storage or other
than normal use or service, during or after shipment. No warranty shall apply to any used Equipment or for ordinary wear and tear, or
ordinary corrosion or erosion. No warranty shall apply to any Equipment adversely affected by being used with any machinery, part or
accessory not manufactured or authorized by Heatec. No warranty shall apply to consumables or parts having a life expectancy shorter
than the Equipment Warranty Period.
e. Except as expressly set forth in this Sales Proposal, Heatec does not warrant or represent that any Equipment furnished by it meets
any state or local safety, environmental or electrical regulations. Heatec is wholly discharged from all liability under this warranty in the
event that Purchaser fails to pay for the Equipment or Services in accordance with the applicable purchase terms. This Equipment
warranty extends only to the first end-user and is not transferable. This warranty may not be modified except pursuant to a written
agreement signed by Heatec.
f. THE EXPRESS WARRANTIES AND WARRANTY REMEDIES PROVIDED IN THIS PARAGRAPH 6 ARE THE SOLE AND
EXCLUSIVE WARRANTIES AND WARRANTY REMEDIES PROVIDED BY HEATEC TO PURCHASER AND ARE PROVIDED IN
LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED (EXCEPT WARRANTY OF TITLE), INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY
IMPLIED WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED
AND DISCLAIMED.
7. LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE PARTIES
AGREE THAT IN NO EVENT OR CIRCUMSTANCE IS HEATEC LIABLE TO PURCHASER FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES, COSTS OR LOSSES OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST
PROFITS OR REVENUE, LOSS OF PRODUCTION, LOSS OF USE OR LOSS OF CONTRACTS, COSTS FOR RAW MATERIAL, ENERGY,
UTILITY, LABOR OR CAPITAL OR FOR ANY OTHER INDIRECT LOSS; OR FOR CLAIMS RAISED BY PURCHASER’S CUSTOMERS; AND
WHETHER BASED ON BREACH OF CONTRACT OR WARRANTY, TERMINATION, NEGLIGENCE, TORT, STRICT LIABLITY, INDEMNITY AT
LAW OR IN EQUITY OR OTHERWISE. IN NO EVENT SHALL HEATEC'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO HEATEC FOR THE EQUIPMENT SOLD HEREUNDER.
8. SECURITY INTEREST; COST OF RECORDING: Purchaser hereby conveys and grants to Heatec a purchase money security interest in the
Equipment to secure payment by Purchaser of all amounts due hereunder including the Price and such other debts, obligations and liabilities of
Purchaser to Heatec which may now exist or hereafter arise, whether absolute or contingent, or primary or secondary, together with all extensions
or renewals for the foregoing and all expenses, legal or otherwise (including court costs and reasonable attorney's fees) incurred by Heatec in
collecting or endeavoring to collect any or all of the foregoing, in protecting any collateral and in enforcing the Agreement. The Equipment shall
remain personal property in all respects notwithstanding the manner of annexation of any of the Equipment to realty. Purchaser agrees to execute
any instrument or document considered necessary by Heatec to perfect its security interest in the Equipment, including, but not limited to, financing
statements, chattel mortgages, deeds of trust, deeds to secure debt, mortgages or other security instruments. Until default hereunder, Purchaser
may have possession of the Equipment and use the same in any lawful manner not inconsistent with this Proposal or with any policy of insurance
thereon. Purchaser will pay the costs and taxes due for recording and filing any Financing, Continuation or Termination Statements with respect to
Heatec's security interest in the Equipment or in connection with any of the other security documents referred to above.
9. EQUIPMENT NOT TO BE REMOVED: As long as the security interest in the Equipment is retained by Heatec, the Equipment shall not be removed
from the erection site and Purchaser shall not permit, voluntarily or involuntarily, the Equipment or any part of it to be sold, transferred, encumbered,
attached, seized or removed in any manner whatsoever.
10. DEFAULT: Upon default by Purchaser in the payment of the Price or any portion thereof when due or in the payment of all or any portion of any
other indebtedness secured under this Agreement when due or in the performance of any other term or provision hereof, all unpaid amounts due
Heatec shall thereupon be immediately due and payable and Heatec shall have the rights and remedies contained herein and the rights and
remedies of a secured party under the Uniform Commercial Code of the State of Tennessee or under the laws of any other jurisdiction as a court
of competent jurisdiction shall determine to be applicable. In the event of Purchaser’s default, the following provisions shall apply: (a) Purchaser
shall, upon request of Heatec, disassemble the Equipment and make it available to Heatec at a place designated by Heatec; (b) Heatec may enter
Purchaser's premises where any part of the Equipment is located, and take possession of and remove all or any portion of the Equipment for
purposes of disposition pursuant hereto; (c) Purchaser agrees that sales for cash or on credit to a wholesaler, retailer, or user or property of the
type subject to this Agreement or at public auction or private sale are all commercially reasonable; (d) Heatec shall give Purchaser notice of the
time and place of any sale of any of the Equipment or of the time after which any private sale or any other intended disposition thereof is to be
made by notice, postage prepaid and addressed to Purchaser at the latest address of Purchaser appearing on the records of Heatec at least seven
(7) days before the time of the sale or other disposition, which provisions for notice Purchaser and Heatec agree are reasonable; (e) any proceeds
of any disposition of any of the Equipment may be first applied by Heatec to the payment of expenses in connection with exercising its rights and
remedies hereunder, including reasonable attorney's fees and legal expenses, and any balance of such proceeds may be applied as Heatec may
elect in its sole discretion; (f) if the sale or other disposition of the Equipment fails to satisfy in full obligations of Purchaser secured by this Agreement,
and the reasonable expenses of retaking, holding, preparing for sale, selling and the like, including reasonable attorney's fees and legal expenses
incurred by Heatec in connection with this Agreement or the obligation it secures, Purchaser shall be liable for any deficiency.
11. PERMITS AND APPROVAL OF PLANS: Purchaser assumes all responsibility for securing any necessary governmental approvals of the plans
and specifications and any permits required for the installation and operation of the Equipment, all at Purchaser's expense.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
12. PERMIT CONTINGENCY: If the purchase of Equipment under this Agreement is contingent on Purchaser's receipt of one or more permits or other
governmental approvals, then the Price set forth in this Agreement will not be binding on Heatec. Once all contingencies have been fulfilled or are
waived, the Price will be determined by Heatec taking into account any increase in Heatec's cost of purchased components and/or raw materials,
among other factors.
13. COMPLIANCE WITH APPLICABLE LAWS: Purchaser assumes all responsibility for complying with all federal, state and local statutes, laws,
codes, regulations and ordinances in connection with the installation and operation of the Equipment and any other activity related thereto, including,
without limitation, all federal, state and local environmental laws and regulations relating to pollution and protection of the environment and the
Occupational Safety and Health Act and all rules and regulations promulgated thereunder.
14. PATENTS: In the event that any of the Equipment specified in this Agreement is based upon designs of or furnished by Purchaser, Purchaser shall
indemnify Heatec for any loss or expense incurred by it by reason of any claim for infringement of patents.
15. SHIPMENT:
a. If Purchaser is in default of any of its obligations under this Agreement, Heatec may, at its election, withhold any further performance
of its obligations and duties under this Agreement until such time as such default has been cured by Purchaser, in which event the
anticipated date of shipment as set forth herein shall be adjusted accordingly. Heatec shall not be liable or responsible for, nor shall the
Price be reduced by any amount because of any matters beyond the control of Heatec which delay or postpone the anticipated date
set forth above for the shipment of the Equipment, such matters including, but not limited to, warlike acts, civil disorder, governmental
restriction, acts of God, prior sale, acceptance of United States governmental contracts, strike, lockout, accidents, freight embargo, fire,
flood, inability of Heatec to obtain necessary materials, supplies, labor or transportation, pandemic, or any unforeseen water, soil or
rock conditions.
b. A detailed shipping list will accompany the bill of lading and Purchaser agrees to check the Equipment as it is unloaded and any claim
for shortage against Heatec will be made in writing within twenty-four (24) hours of time of unloading, to be followed by an affidavit (if
required) from the person in charge of the unloading. Claims for loss or damage in transit will be made on the carrier by Purchaser.
c. Except to the extent otherwise provided herein, Purchaser has full responsibility for erection and installation of the Equipment.
d. Delivery period is based on current manufacturing load and is subject to change without notice. Long lead items will need to be ordered
prior to approvals in order to meet the quoted delivery date. If any of these items are changed during the approval process, charges
may result for restocking.
16. LATE CHARGES AND ATTORNEY'S FEES: Purchaser agrees that in the event any amount payable by Purchaser to Heatec remains unpaid for
more than 30 days, a service charge of 1.5% per month (18% per annum) or any portion thereof (or the highest rate of interest allowed by law,
whichever is less) shall accrue on such unpaid amount beginning on the thirty-first (31st) day after such date payment is due. If the indebtedness,
including late charges, arising out of this or any other transaction between Heatec and Purchaser is placed in the hands of an attorney for collection,
or is collected by and through an attorney, Purchaser will pay all costs of collection, including without limitation, court costs and reasonable attorney's
fees.
17. POSTPONED DELIVERY (INCLUDING SHIPPING DELAY): lf, through no fault of Heatec, delivery or shipment is delayed or postponed (including
deferral of shipment requested by Purchaser), Purchaser shall pay to Heatec any additional costs, including plant Equipment storage, handling,
and insurance, incurred by Heatec arising from such delay, deferral, or postponement. Such a delay, postponement or deferral is considered “offer
to ship” or “shipment” for all purposes, including invoicing, payment and transfer of title. Therefore, the balance remaining unpaid on the Price shall
become due and payable immediately. Purchaser shall bear the risk of loss of or damage to the Equipment during storage and thereafter. If, as a
result of the delay, postponement or deferral, the Equipment requires repainting, all costs associated with repainting shall be paid by the Purchaser.
Should Purchaser delay/postpone/defer shipment, Purchaser and Heatec will complete the attached “Postponed Delivery/Shipping Delay/Deferral
Notice”.
18. EQUIPMENT CERTIFICATION: Once certification and fabrication has been completed on any Equipment, if state certification specifications change
or unit(s) are to be shipped to a location other than that for which the certification was acquired, the cost of any recertification and/or modifications
required to be done on the Equipment shall be paid by Purchaser.
19. LIMITATION OF PROPOSAL: The Price and terms quoted in this Sales Proposal are subject to formal acceptance (i.e. signature on this Sales
Proposal) without change by Purchaser within a period 30 days from the date hereof, except that Heatec shall have the right to withdraw its Sales
Proposal at any time before formal acceptance by Purchaser.
20. EXECUTION OF CONTRACT: This Sales Proposal is merely the solicitation of an order and is not an offer from Heatec to Purchaser (even though
executed on behalf of Heatec under "RESPECTFULLY SUBMITTED,") and does not obligate Heatec in any manner whatsoever until this
Agreement is both executed below on behalf of Purchaser as an order made to Heatec as well as executed below on behalf of Heatec as an
acceptance of such order from Purchaser, at which time this Agreement shall become a binding contract between Heatec and Purchaser. Once
this Agreement has become a binding contract, it cannot be suspended or cancelled without the prior written consent of Heatec, which may be
withheld in the sole discretion of Heatec. In the event Purchaser elects to cancel any order, or a portion of thereof, Heatec shall proportionally be
paid a percentage of the price of the cancelled order. This portion will be a minimum of ten percent (10%) of the total P.O. value, or will be a
percentage relative to the completed portion of the order, whichever is greater. This proportional percentage shall reflect the amount of materials
used, purchased materials, and/or work performed prior to the cancellation notice, plus any charges which Heatec can demonstrate resulted from
the cancellation including, but not limited to, storage fees, cancellation or restocking charges from sub-vendors, plus the cost of any non-returnable
items. Non-returnable items become the property of Purchaser and are delivered EXW Chattanooga-TN or sub-vendor location.
21. SEVERABILITY: If any provision of this Agreement is found to be legally invalid or unenforceable: (i) the validity and enforceability of the remainder
of this Agreement shall not be affected, (ii) such provision shall be deemed modified to the minimum extent necessary to make such provision
consistent with applicable law, and (iii) such provision shall be valid, enforceable and enforced in its modified form.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
22. ASSIGNMENT: Purchaser shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent
of Heatec. Any purported assignment or delegation in violation of this Paragraph 22 is null and void. No assignment or delegation relieves
Purchaser of any of its obligations under this Agreement.
23. LAW CONTROLLING: This Agreement and all questions regarding the performance of the parties hereunder shall be controlled by the laws of the
State of Tennessee (without regard to conflicts of law). The parties agree that the United Nations Convention on Contracts for the International
Sale of Goods does not apply to this Agreement, or the transactions contemplated thereby.
24. DISPUTE RESOLUTION: Any dispute or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, and any
related tort, statutory and equitable claims (each a "Dispute"), which the parties are not able to settle amicably within 3 months from the first written
request for such settlement, shall be brought exclusively in a state or federal court in the State of Tennessee, County of Hamilton. The parties
hereby waive any right to challenge such choice of jurisdiction or venue or to seek transfer to another jurisdiction. THE PARTIES FURTHER
KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL OF THE DISPUTE.
25. TAXES: Prices quoted herein do not include any Federal, State or Municipal Taxes. If under existing or future law passed by the United States,
any state or any municipality, Heatec is required to pay or collect a tax, impost or charge upon the manufacture, sale, use or assembly of the
material described herein, the Price shall be increased by the amount of such tax, impost or charge. The amount of such increase is to be paid to
Heatec upon demand. If Purchaser holds resale tax permits and the material described herein is for resale, such information shall be shown by
Purchaser.
26. BACK-CHARGES AND ALLOWANCES: Heatec shall not be called upon to make any allowance for material, labor, repairs or alterations made
for its account unless authorized by Heatec in writing.
27. INSPECTION AND ACCEPTANCE PERIOD: Purchaser agrees to inspect the Equipment immediately after delivery to the site, but in no event
later than five (5) calendar days after such delivery (the "Acceptance Period"). Any defect discovered during the Acceptance period is subject to
the procedures and remedies set forth in Paragraph 6 (Warranty).
28. RESPONSIBILITY OF PURCHASER FOR OPERATION OF EQUIPMENT: The operation of the Equipment at all times shall be the sole and
exclusive responsibility of Purchaser. Any Services by Heatec's representatives shall be given solely in a consulting or advisory capacity and shall
not release Purchaser in any manner whatsoever from its responsibility for operating the Equipment.
29. INDEMNIFICATION: Purchaser agrees to indemnify and hold harmless Heatec, its affiliates and their respective employees from and against any
and all liabilities, damages, obligations and claims (including, without limitation, court costs and reasonable attorney's fees) arising from or with
respect to the operation of the Equipment. Without limiting the generality of the preceding sentence, the parties acknowledge and agree that if a
claim initially was brought against Heatec for defective manufacture, design or the like and was finally determined by a court of competent jurisdiction
or otherwise settled (such settlement being with Purchaser's consent) on a basis relating to the negligent operation or use of the Equipment, Heatec
will be entitled to indemnification pursuant to the provisions of the preceding sentence.
30. TITLE AND RISK OF LOSS: Title to the Equipment shall pass to Purchaser upon shipment or offer to ship should Purchaser delay shipment.
The risk of loss or damage to the Equipment shall pass to Purchaser upon delivery of the Equipment (FCA point of shipment Heatec site, Incoterms
2020), unless transferred earlier in accordance with Paragraph 17 (Postponed Delivery (Including Shipping Delay)).
31. NOTICES: Each party shall deliver all notices and other communications under this Agreement (each, a "Notice") in writing and addressed to the
other party at the addresses set forth on the first page of this Sales Proposal. Each party shall deliver all Notices by personal delivery or through
deposit in the mail, certified or registered (in each case, return receipt requested, postage prepaid) or through a nationally recognized overnight
courier (with all fees prepaid). If Notice should be given immediately or promptly, then in addition to furnishing a copy of the Notice in the manner
aforesaid, a copy shall be sent via e-mail (with confirmation of transmission). A Notice is effective only (a) upon receipt by the receiving party and
(b) if the party giving the Notice has complied with the requirements of this Paragraph 31, unless the receiving party has waived its requirements
in writing. A copy of all notices to Heatec shall be sent to: Heatec, Inc., 1725 Shepherd Road, Chattanooga, TN 37421, Attn: Legal Counsel.
32. INSURANCE: Until the Equipment is accepted and the price is paid in full, Purchaser shall provide and maintain insurance for the full replacement
value of the Equipment against customary casualties and risks, including fire and explosion, and liability insurance for accidents or injuries to the
public or to employees, in the names of Heatec and Purchaser, as their interests may appear, and in amounts satisfactory to Heatec. If Purchaser
fails to provide such insurance, Heatec may provide it and the cost thereof shall be added to the contract price. All loss resulting from failure to
affect such insurance shall be the responsibility of Purchaser.
33. CHANGE ORDERS: Either Heatec or Purchaser may propose a change in the specifications for the Equipment or Services. Should any change
proposed by Heatec or Purchaser cause an increase or decrease in the cost of or time required for performance of this Agreement or otherwise
affect any provision of this Agreement, an adjustment shall be made to the corresponding provision(s) of this Agreement in accordance with this
Paragraph 33. Within ten (10) business days after receipt of Purchaser's proposal for a change, or with any proposal for a change by Heatec,
Heatec shall prepare and submit to Purchaser a change order in the form attached (the "Change Order"), which shall contain (i) a description of
the change, (ii) the net increase or decrease in the Price, (iii) the effect of the change on the estimated delivery schedule and (iv) a description of
changes to any other provisions of this Agreement. Purchaser shall accept or reject the Change Order within five (5) business days. No change
shall be effective unless evidenced by a written Change Order issued by Heatec and signed by authorized representatives of Purchaser and
Heatec; provided that if Purchaser does not notify Heatec of Purchaser's acceptance or rejection of any Change Order, then the Change Order
shall be deemed accepted by Purchaser and the parties shall proceed on the basis of the changes set forth therein. If Purchaser rejects a Change
Order, this Agreement shall continue to remain in full force and effect notwithstanding the parties' failure to agree to such Change Order, and the
parties shall continue to work reasonably and in good faith (but shall not be obligated) to reach a mutually acceptable agreement with respect to
such proposed changes; provided that Heatec shall not be required to proceed with any such proposed change until the parties have mutually
agreed on an appropriate Change Order. In the event that Heatec and Purchaser cannot agree to a change in Price, the change will be priced on
a time and materials basis, and Heatec's charges shall be equal to direct costs incurred by Heatec for labor, equipment and materials plus 27% for
overhead and profit as full compensation for such change. In the event that Heatec and Purchaser cannot agree to any other changes, such
dispute will be resolved in accordance with the dispute resolution procedures in Paragraph 24.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
TERMS AND CONDITIONS FOR ASTEC EQUIPMENT, PARTS AND SERVICES (International)
1. GENERAL.
These terms and conditions (“Terms”) will govern the sale of Equipment, Parts and Services by subsidiaries of Astec Industries, Inc. (each
subsidiary, as applicable, “Seller”) to a buyer (“Buyer”). These Terms, together with the Price (as defined below) and the payment and delivery
terms, description of Equipment, Parts and/or Services, Buyer’s name and address and any other information specifically stated in Seller’s
proposal, offer or quotation (any of which may be called a “Proposal”) or sales order acknowledgement are the entire agreement
(“Agreement”) between Buyer and Seller for Equipment, Parts and/or Services covered by Seller’s Proposal. The Agreement sets forth the
entire, exclusive and complete agreement of Seller and Buyer with respect to the sale and purchase of the Equipment, Parts and/or Services
and supersedes any prior or contemporaneous written or oral agreement, understanding and communications and any course of dealing,
usage of trade or course of performance. The Agreement prevails over any of Buyer's terms and conditions of purchase or purchase order,
regardless of whether or when Buyer submitted such terms and conditions or purchase order. SELLER’S SALE OF ANY EQUIPMENT,
PARTS OR SERVICE IS SUBJECT TO AND EXPRESSLY CONDITIONED ON BUYER’S ASSENT TO THESE TERMS, AND SELLER
OBJECTS TO ANY ADDITIONAL OR DIFFERENT TERMS. For purposes of these Terms:
(a) “Equipment” means equipment manufactured or sold by Seller or its affiliates;
(b) “Parts” means any parts manufactured or sold by Seller or its affiliates for Equipment or other equipment; and
(c) “Services” means assembly and commissioning of the Equipment, warranty work by Seller or its dealers or agents, and/or other services
as stated in Seller’s Proposal (“Services”).
2. PRICE.
Subject to Section 3 below and unless stated otherwise in Seller’s Proposal, the price Seller has quoted for the sale of Equipment, Parts
and/or Services (“Price”) is firm for 30 days from its original date, unless sooner withdrawn by Seller. Unless stated otherwise in Seller’s
Proposal, Prices quoted do not include taxes whether present or future, direct or indirect (except for taxes levied on Seller’s income), levies,
duties, tariffs, or other costs associated with the sale (such as freight or other transportation costs) and Buyer must promptly pay all such
amounts in full, or reimburse Seller for any such amounts Seller has paid or such other amount as indicated in Seller’s Proposal. If freight is
prepaid by Seller, a separate invoice may be issued for freight charges. Prices are based on Seller’s good faith estimates of the costs of steel
and other commodities and of purchased sub-components as of the date of Seller’s Proposal and Seller reserves the right to increase prices
in the event of significant rises in commodity costs or in the costs of purchased sub-components incorporated into the Equipment or the Parts,
whether attributable to tariffs or duties or otherwise. If prior to delivery of any Equipment or Parts, new or revised government standards or
regulations are promulgated which would increase the cost of the Equipment or Parts, the prices shall be increased to compensate Seller for
such increased costs.
3. SCOPE OF SERVICES.
(a) General. The scope of the Services provided under the Agreement is limited to the description of Services in Seller’s Proposal and the
provision of technical information about Equipment, Parts and/or Services.
(b) Repair/Rebuild Services. If Seller repairs or rebuilds machines or components for Buyer, such Services may include installation of new,
used or refurbished parts, components and/or materials, and reassembly of Buyer’s machine or components. If Buyer accepts Seller’s
Proposal for repair or rebuild Services and, if after further inspection, Seller determines additional or different parts, components or materials
should be rebuilt or replaced, Seller will notify Buyer and provide Buyer with a revised Proposal. Seller does not agree to perform any Services
until Buyer accepts Seller’s original or revised Proposal, as applicable; however, if Buyer requests and receives Services from Seller
substantially as described in Seller’s latest Proposal, Buyer will be deemed to have accepted that Proposal (including these Terms) even
though Buyer may not have accepted that Proposal in writing.
4. SHIPMENT.
Unless stated otherwise in Seller’s Proposal or sales order acknowledgement, all shipments are FCA Seller’s plant, warehouse or other
designated shipping point (INCOTERMS® 2010). All shipment/delivery dates quoted are estimates and are not guaranteed unless stated
otherwise in Seller’s Proposal or sales order acknowledgment and are conditioned upon Buyer promptly providing necessary releases and
approvals. Unless otherwise stated in Seller’s Proposal, Seller may make partial shipments and may, during periods of shortage due to
causes beyond the control of Seller or its suppliers, prorate its supply of products among its customers in such manner as may be deemed
equitable in the sole judgment of Seller. Buyer will be charged for export packing or other special packing if required. No credit or deduction
will be allowed if no packing is required.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
claim may be processed. Seller does not warrant any equipment or parts that are not manufactured by it but will assign to Buyer any rights
Seller obtains under warranties given by the manufacturer, as described in Seller’s Warranty Standard Warranty Policy. THOSE
WARRANTIES ARE SELLER’S SOLE AND EXCLUSIVE WARRANTIES. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND
WHATSOEVER, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR PURPOSE OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PATENTS
OR OF ANY PARTY’S RIGHT, OR THAT THE OPERATION OF ANY SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR
WARRANTIES ARISING BY CUSTOM, TRADE USAGE, COURSE OF PERFORMANCE, PROMISE, EXAMPLE OR DESCRIPTION, ALL
OF WHICH SELLER EXPRESSLY DISCLAIMS AND BUYER WAIVES. THE WARRANTY REMEDIES SET FORTH IN SELLER’S
STANDARD WARRANTY POLICY ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY WARRANTY SELLER
DOES PROVIDE.
8. PAYMENT TERMS.
Unless stated otherwise in Seller’s Proposal or sales order acknowledgement, payment terms for Parts and Services shall be net 30 days
from date of invoice. Unless stated otherwise in Seller’s Proposal or sales order acknowledgement, payment terms for all Equipment shall be
in accordance with the following payment schedule:
▪ 30% of the Price upon order placement (less any deposit previously paid) all of which becomes non-refundable at time of order placement.
Shipment and delivery commitments will be measured from the receipt of the deposit or the date the Agreement is signed, whichever is later
(“Start Date”).
▪ 30% of the Price 60 days after receipt of Purchase order
▪ 30% of the Price 90 days after receipt of Purchase order
▪ 10% of the Price when the equipment or major components are ready to ship, unless Seller performs assembly and commissioning
Services, in which case 8% is due when the major components are ready to ship with 2% or remaining balance due net 10 days from
commissioning and completion of work, but in no event later than 6 months from complete FCA shipment.
Any modification in the payment schedule may result in a Price adjustment.
Buyer acknowledges that all extensions of credit shall be subject to approval by Seller’s Credit Department. A delinquency charge of 1.5% per
month (18% per year) or the lesser legal rate, if any, may be assessed on all invoices not paid in full when due.
9. EXCUSABLE EVENTS.
Seller will have the right to an equitable adjustment in the Price and the time for performance of any of its obligations based upon: (a) delays
resulting from Buyer’s acts or omissions or those of Buyer’s contractors, subcontractors, or anyone else for whom Buyer may be liable; (b) the
occurrence of any events or matters which are beyond Seller’s control such as (without limitation) acts of God, fire, explosion, severe weather,
civil disturbances, war, terrorism, governmental acts or omissions, strikes or labor disputes, transportation delays or non-delivery or unusual
delays in delivery by Seller’s suppliers; or (c) discovery of any concealed or unknown physical condition or hazardous or toxic material, waste
or substance at Buyer’s mine site or the Equipment assembly or other work site.
10. CONFIDENTIALITY.
Buyer agrees that the contents of Seller’s Proposal and any drawings, specifications, computer programs, technical data, and other
documents or information Seller furnishes, including any intellectual property rights in them relating to the design, manufacture, engineering,
sale, installation, operation, repair, maintenance and/or pricing of any Equipment or Parts: (a) will be retained in confidence and not disclosed
to third parties; (b) will remain Seller’s exclusive property, and (c) will be used by Buyer only in connection with the Agreement and not in any
manner Seller has not expressly authorized. Buyer also agrees that Buyer will return such materials to Seller upon Seller’s request. The
obligations of this section shall survive the termination of, and/or completion of Seller’s performance under, the Agreement.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
16. PATENTS.
Buyer will indemnify, defend and hold Seller harmless for any loss or expense incurred by it by reason of any claim for infringement of patents
that relates to (i) any modification of such Equipment by anyone other than Seller; (ii) the use of such Equipment with any equipment or parts
not provided by Seller; or (iii) any feature of such Equipment that was constructed or configured according to specifications that Buyer
provided.
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18. CANCELLATION.
Orders cannot be cancelled without Seller’s prior consent. As a condition of Seller’s consent to any order cancellation for Equipment, Seller
may require (as liquidated damages and not as a penalty) cancellation fees up to the greater of (i) all payments made or payable on that order
as of the date of termination, or (ii) 20% of the Price plus all Seller’s costs and expenses associated with the cancellation. Buyer agrees that
the amounts referred to in the previous sentence constitute Seller’s best good faith estimate of the loss it is likely to suffer in the event of early
cancellation.
19. TERMINATION.
In addition to any other remedies that may be provided hereunder, Seller may terminate this Agreement with immediate effect
upon written notice to Buyer if Buyer (i) fails to pay any amount when due under this Agreement and such failure continues for
thirty (30) days after Buyer's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any
material term of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or
has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of
creditors.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
Time Frame of North America Daily Overtime International International Minimum Charges
Service Work Work Rate Rate > 8 Hours Work Rate Overtime Rate
Monday – Friday $175.00/ Hour $262.50/Hour $210.00/ Hour $285.00/ Hour 8 Hour Minimum
Saturday & Sunday $262.50/Hour $262.50/Hour $285.00/ Hour $285.00/ Hour 8 Hour Minimum
Holidays $350.00/Hour $350.00/Hour $285.00/ Hour $285.00/ Hour 8 Hour Minimum
Terms
• This form must be returned with a purchase order number before a technician will be dispatched
• If a purchase order is issued it must incorporate this Request for Paid Service, including the attached terms and
conditions
• Weekend rates are charged when the technician is mobilized but does not go to the site
• We reserve the right to request payment in advance
• All invoices will be sent to you at the end of the month following the completion of your project
• The General Terms and Conditions Field Services and Installation – North America and International,
attached hereto, apply to the work performed hereunder.
Trip Purpose
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12. LATE CHARGES AND ATTORNEY'S FEES: Customer agrees that in the event any amount payable by Customer to Provider remains unpaid for more than 30
days, a service charge of 1.5% per month (18% per annum) or any portion thereof (or the highest rate of interest allowed by law, whichever is less) shall accrue on
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
such unpaid amount beginning on Heatec, Inc. 5200 Wilson Road Chattanooga, TN 37410, USA the thirty-first (31st) day after such date payment is due. If the
indebtedness, including late charges, arising out of this or any other transaction between Provider and Customer is placed in the hands of an attorney for collection,
or is collected by and through an attorney, Customer will pay all costs of collection, including without limitation, court costs and reasonable attorney's fees.
13. EXECUTION OF CONTRACT: Once an Order has become a binding contract, it cannot be suspended or cancelled without the prior written consent of Provider,
which may be withheld in the sole discretion of Provider. In no event will consent to suspension or cancellation be given without full reimbursement by Customer of all
Provider's expenses, damages and losses arising from such cancellation or suspension and incurred through the date of cancellation or suspension, plus reasonable
overhead and profit allocation on such amounts.
14. RELATIONSHIP OF THE PARTIES: The relationship of the parties is that of independent contractors. Nothing contained herein shall be construed as creating
any agency, partnership, joint venture or other form of joint 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. The method and manner for performance of the Services by Provider shall be under its own control.
The parties acknowledge that Provider is not performing the Services as a general contractor.
15. SEVERABILITY: If any provision of this Agreement is found to be legally invalid or unenforceable: (i) the validity and enforceability of the remainder of this
Agreement shall not be affected, (ii) such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law,
and (iii) such provision shall be valid, enforceable, and enforced in its modified form.
16. ASSIGNMENT: Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Provider.
Any purported assignment or delegation in violation of this Paragraph 16 is null and void. No assignment or delegation relieves Customer of any of its obligations
under this Agreement.
17. LAW CONTROLLING: This Agreement and all questions regarding the performance of the parties hereunder shall be controlled by the laws of the State of
Tennessee (without regard to conflicts of law).
18. DISPUTE RESOLUTION: Any dispute or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, and any related tort,
statutory and equitable claims (each a "Dispute"), which the parties are not able to settle amicably within 3 months from the first written request for such settlement,
shall be brought exclusively in a state or federal court in the State of Tennessee, County of Hamilton. The parties hereby waive any right to challenge such choice of
jurisdiction or venue or to seek transfer to another jurisdiction. THE PARTIES FURTHER KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY
TRIAL OF THE DISPUTE.
19. TAXES: Prices quoted herein do not include any Federal, State, Local or Municipal Taxes. If under existing or future law passed by the United States, any state
or any municipality, Provider, in its opinion, is required to pay or collect a tax, impost or charge upon the manufacture, sale, use or assembly of the material described
herein, the Price shall be increased by the amount of such tax, impost or charge. The amount of such increase is to be paid to Provider upon demand.
20. BACK-CHARGES AND ALLOWANCES: Provider shall not be called upon to make any allowance for material, labor, repairs, or alterations made for its account
unless authorized by Provider in writing.
21. RESPONSIBILITY OF CUSTOMER FOR OPERATION OF EQUIPMENT: The operation of the Equipment at all times shall be the sole and exclusive
responsibility of Customer. Any Services by Provider's representatives shall not release Customer in any manner whatsoever from its responsibility for operating the
Equipment.
22. INDEMNIFICATION: Customer covenants and agrees that it will indemnify and hold harmless Provider, its affiliates and their respective directors, officers,
employees and agents from and against any and all claims, actions, demands, damages, costs, expenses, judgments and awards, including without limitation court
costs and reasonable attorneys' fees (collectively, "Claims"), including but not limited to any Claims by third parties, arising out of or caused by the acts or omissions
of Customer, its directors, officers, employees, agents and/or subcontractors. This indemnity shall survive the execution and performance of the Order.
23. NOTICES: Any notices given between the parties under this Agreement may be given by courier, personal delivery or mail, postage prepaid, or by e-mail. The
date of service shall be the date on which the notice is received. A copy of all notices to Provider shall be sent to: Heatec, Inc., 1725 Shepherd Road, Chattanooga,
TN 37421, Attn: Legal Counsel.
NOTE: Items 1, 2, 3, 4 & 5 are performed by Heatec when plant installation is purchased from Heatec.
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March 14, 2023 ASTEC PROPOSAL #: HI 23-14751
Date: Date:
By: By:
Name: Name:
Title: Title:
HEATEC, INC.
Date:
By:
Name:
Title:
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