Aqwise Proposal

Sadesa Tannery Wastewater Treatment Plant in Paraguay

07/09/16
Proposal No. 11800247 Rev.3

Proprietary and Confidential. © Copyright 2016 Aqwise – Wise Water Technologies Ltd.
To: SADESA S.A From: Guy Gadot
Attn.: Mr. Daniel Delgado Date: 07 September 2016
Cc: Pages: 20
Sadesa Tannery Wastewater treatment plant in Paraguay; Proposal No
Subject:
11800247 Rev.3

Dear Mr. Daniel Delgado

Aqwise is pleased to provide you with our revised proposal for Sadesa tannery wastewater
treatment plant in Paraguay. The proposed wastewater treatment plant is based on Aqwise’
AGAR® (Attached Growth Airlift Reactor) technology.

The AGAR® system offers several advantages to the wastewater treatment system including:
 Excellent effluent quality
 Robustness – Fast recovery and resistance to process upsets (both hydraulic and toxic)
 Operational simplicity and scalability
 Low operation and maintenance cost
 Fast deployment procedure
 Nitrification in cases where typically nitrification is difficult for the conventional systems

The following proposal offers a Greenfield design for a completely new reactor to treat 2,000
m3/d for both organic load reduction and nitrogen removal. Wastewater will arrive to the new
reactor after the existing primary treatment, and will flow to a new secondary clarifier.

Detailed Process Description and supporting technical documentation are presented below and
in technical equipment data sheets (Annexes). If you have any questions or require additional
information please feel free to contact us.

Thank you for considering Aqwise,

Guy Gadot, Area Sales Manager LA
Aqwise - Wise Water Technologies Ltd.
guy@aqwise.com

Table of Contents

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1 Design data.............................................................................................4

1.1 Influent characteristics......................................................................................4

1.2 Effluent quality after secondary clarifier............................................................5
1.3 Existing system................................................................................................5

2 Process description...............................................................................6

3 Technical data........................................................................................8

3.1 Reactor dimensions and main elements (both lines)........................................8

3.2 Operating data.................................................................................................8
3.3 Sludge production from the secondary clarifier................................................8

4 Equipment specifications...................................................................10

4.1 Wedge wire screens (stage 3)........................................................................10

4.2 Aeration.......................................................................................................... 10
4.3 Mixers in anoxic zones...................................................................................12
4.4 Internal Recirculation (IC) pumps...................................................................12
4.5 Air-Lifts........................................................................................................... 13
4.6 Secondary clarifier..........................................................................................14
4.7 Extra instrumentation and equipment (not in Aqwise scope)..........................15

5 Scope of supply and pricing...............................................................16

5.1 Aqwise package.............................................................................................16

5.2 Equipment......................................................................................................16
5.3 Project components to be supplied by client / others......................................17

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1 Design data

1.1 Influent characteristics

The following proposal is based on the wastewater influent characteristics as summarized in the
table below.
Aqwise did not receive average inlet design values. Reactor volume and aeration system design
should be based on Maximum inlet values to be able to handle peak conditions; however sludge
quantities and energy requirements for air should be based on average inlet values.

Parameter Unit Inlet to the biological reactor Comment

Wastewater type Industrial - Leather Upgrade

m3/d 2,000
Design flow Flow is equalized
m3/h 83.3

Design Temperature °C 22 / 35 Min. / Max.

COD mg/l 2,000 / 2,300 Min. / Max.

BOD5 mg/l 700 / 1,200 Min. / Max.

TSS mg/l 200 Average

TKN mg/l 250 Average

NH3-N mg/l N.A

TP mg/l Insufficient – to be dosed

Oil and Grease mg/l < 50

pH 7-8.5 (compensado 80-90% <8.5) Required by Aqwise

Conductivity µS/cm 12,500 -15,500

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1.2 Effluent quality after secondary clarifier

Parameters Unit Value

(*) COD mg/l ≤100

BOD5 mg/l ≤50

TKN mg/l ≤20

NH3-N mg/l ≤10

TSS mg/l ≤30

(*) based on daily COD inlet value ≤2,000 mg/l, biodegradability ≥95% (based on standard Zahn-
Wellens test) and secondary clarifier's effluent TSS ≤30 ppm.

1.3 Existing system

As for today, the plant is based on physicochemical process.
The existing plant consists of the following process units:
 Pretreatment: screening
 Equalization tank
 Primary clarifier, with chemical dosing
 Primary DAF
 Sludge treatment (including thickening and dewatering with Centrifuges)

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2 Process description

The wastewater treatment plant design will have the following units:
 Primary treatment:
o Fine screening – existing
o EQ tank – existing
o Primary clarifier– existing
o Primary DAF– existing
o pH correction system – existing
o Nutrients dosing system (phosphoric acid) – to be added
o Antifoam dosing system – to be added
 Biological treatment:
o IFAS system - new
o Secondary clarifier – new

The proposed biological process is the IFAS (Integrated Fixed Film Activated Sludge) AGAR ®
system, which utilizes attached growth on ABC (Aqwise Biomass Carriers) with suspended solids
returned from the clarifier.

The AGAR® technology will be installed in a biological reactor with an operative volume of 4,250 m3.

The reactor will be divided into five process stages:

 The 1st stage will be an anoxic stage for pre-denitrification. This stage will be equipped with
mechanical mixers and diffusers as backup for aeration.

 The 2nd stage will be an aerobic stage for BOD removal and some nitrification.

 The 3rd stage will be an aerobic stage for complete nitrification. Biomass carriers will be
filled inside this stage.

 The 4th stage will be an anoxic stage for post-denitrification. This stage will also be
equipped with mechanical mixers.

 The 5th stage will be a small aerobic stage for post-aeration to increase DO levels in the
final effluent. This stage could also be built outside of the biological reactor and requires
only a short retention time.

The reactor will be divided into 2 symmetric lines working in parallel for ease of maintenance and
redundancy.

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Aeration will be achieved by fine bubble diffusers in all aerobic stages.

Wedge wire screens will be installed at the outlet of the 3 rd stage in order to maintain the carriers
inside the reactor, while the wastewater flows downstream. The screens are continuously cleaned
by the mixing flow of water, air bubbles and biomass carriers.

An internal re-circulation from the 3rd (aerobic) stage to the 1st (anoxic) stage will ensure sufficient
denitrification.

The treated wastewater will flow from the biological reactor to a secondary clarifier for solid-liquid
separation.

Returned activated sludge (RAS) will be re-circulated from the secondary clarifier to the 1 st stage of
the biological reactor.

Schematic process diagram:

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3 Technical data

3.1 Reactor dimensions and main elements (both lines)

Stage 1 Stage 2 Stage 3 Stage 4 Stage 5

Parameters Total
Anoxic Aerobic Aerobic Anoxic Aerobic

Volume [m3] 1,500 1,000 1,100 600 50 4,250

HRT [h] 18.0 12.0 13.2 7.2 0.6 51.0

Carrier fill ratio [%] - - 41 - - -

Carrier quantity [m3] - - 450 - - 450

3.2 Operating data

Parameter Value at 22 - 35°C

MLSS [mg/l] 3,000 – 3,500

Internal circulation [m3/h] 250 - 333 (300 - 400 % of the inlet flow rate)

Parameter Value Comments

Based on max BOD and

Oxygen demand [kg/d] 4,600 – 5,000
TKN in raw WW
Based on max BOD and
Air requirement [Nm3/h] 5,000 – 5,200
TKN in raw WW
Water depth [m] 6.0
Diffusers type Fine bubble Tubular EPDM diffusers
Altitude [m] 100 Above sea level

3.3 Sludge production from the secondary clarifier

Value

Sludge wasted from secondary

600 - 800
clarifier [kg/d] (dry material)

Sludge quantities are considered for the max BOD and TKN inlet values. However it is
recommended to assume sludge quantities for average inlet conditions. Since peak conditions are
usually temporal and not ongoing; the real sludge quantities will be lower.

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As we do not have Average inlet values, we based our design on the full range of Min and Max inlet
values. We recommend considering average inlet values to assume more representative sludge
quantities for further treatment and disposal.

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4 Equipment specifications

4.1 Wedge wire screens (stage 3)

The screens offered in this stage are tubular wedge wire screens.
Wedge wire tubular screens have the advantage of being cleaned more easily by the carriers
mixing pattern, air bubbles and the created shear forces.

Tubular Wedge Wire screen

Tubular Wedge wire screens are offered, valid for a maximum inlet flow rate of 500 m3/h, including
IC and RAS.

# of units (both
Location Diameter [inch] Length [m]
lines)

Stage 3, before IC pumping pit 4 20 2.0

4.2 Aeration
4.3.1. Air blowers
Aqwise will provide three (3) blowers, to provide all oxygen necessary for the biological process. At
any moment, two blowers will be operated, while the 3rd will be on stand-by (2+1).
 Manufacturer: Aerzen
 Type: PD Delta blower G5
 Flow rate: 2,600 Nm3/h each
 Differential pressure: 650 mbar
 Installed power: 75 / 90 kW TBD
 Including silence hood
 Including AERtronic system
Aerzen PD blower

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4.3.2. Diffusers system
A Fine bubble aeration system was defined for this installation due to its high energy efficiency. The
diffusers will be distributed on the reactor floor according to Aqwise specific design.
Air distribution in the reactor is by drop leg pipes. On the reactor floor air is distributed by a grid via
fine bubble diffusers.

Diffusers type: EDI FlexAir® Magnum 84P or equal

EDI FlexAir® Magnum™ is a fine pore, flexible membrane diffuser that provides maximum
operational flexibility and aeration capacity. The Magnum diffuser features a full circumferential
perforation design.

Fine diffusers specifications (data sheet annexed):

 Material PVC and *EPDM membrane
 Description: perforated tubes
 Fiberglass rails and rail supports

*Note: membrane material may change upon detailed design

according to manufacturer recommendation for tannery
industrial WW applications.

Fine bubble diffusers

(*) Diffusers will also be installed inside the anoxic stages. The diffusers in the anoxic stages will be
coarse bubble type, and will assist to get a faster stabilization of the biological process, and also to
control the anoxic/aerobic conditions inside the reactor.

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4.3 Mixers in anoxic zones
Good mixing of the pre and post anoxic zones is important in order to have good de-nitrification.
ABS submersible mixers are offered for this function.
The submersible mixer is designed as a compact, water pressure tight unit including propeller and
integrally casted installation bracket for the attachment on the square guide tube. Mixers Include
option for angle adjustment.

Mixers specifications (full specifications in separate annex):

Type: ABS XRW or equivalent
Number of units: 12 units, 6 in pre anoxic + 4 in post-anoxic + 2 in dry storage for stand-by (one of
each type)
Number of blades: 3
Temperature monitoring: TCS-Thermo-Control-System with thermal sensors in the stator which
open at 140 °C.
Cable: 10 m sewage resistant CSM material. Type: H07RN.
MOC: Housing– cast iron (EN-GJL-250, painted); Propeller -
AISI 316; Shaft – AISI 420; Fasteners – AISI 316
Motor: Squirrel cage
12-pole
Insulation class F (155 °C)
Max. Submergence 20m.
Phases x voltage, frequency – 3 x 400V, 50 Hz
Power at motor shaft – 1.5 – 3.0 kW
Submersible mixer
Revolutions – 800 – 1,200 rpm

4.4 Internal Recirculation (IC) pumps

De-nitrification in the pre-anoxic stage depends on recirculation of NO3 from the reactor last aerobic
stage (stage 3).
We are therefore offering submerged recirculation pumps (IC Pumps) that will assure such activity
in the reactor.
Each line will be equipped with 1 recirculation pump.

Type: ABS XFP series or equal

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Specifications:
 Number of units: 5 units (2 for each line + 1 stand-by in dry
storage)
 Flow: 125 - 175 m³/h
 Hydraulic pressure: 7.0 – 8.0 m
 Temperature monitoring by thermal sensors (140 °C) in the
stator windings.
 Seal monitoring by a moisture probe (DI) in the seal chamber
which signals an inspection alerts if there is leakage at the
shaft seals. Submersible pumps for IC
 Maximum submergence depth of 20 m.
 MOC: Housing and impeller – cast iron (EN-GJL-250); Shaft – AISI 420; Fasteners and
lifting hoop – AISI 316
 Motor power: 3.0 – 4.5 kW
 Voltage: 400 V
 Frequency: 50 Hz
 Opening at suction: DN150
 Discharge opening: DN150

4.5 Air-Lifts

In each aerobic stage, an air lift system will be installed in order to

enable operation flexibility by moving carriers from one tank to
another. The air lift system will be additionally in operation in any
case of maintenance in the tank interior- empting procedure.

The airlift is essentially a U-shaped tube with one end set just
beneath water level (300 mm) while the other extending above the
water level up to 25% of the submergence depth. Using a
telescopic sleeve on the submerged side of the airlift pump, one
can adjust the suction flow.

Air-Lift U-PVC

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 Parameter Description

No. of air lift units 4

Inlet size DN 150

Submersion length U 5.0 m

U pipe material U-PVC

4.6 Secondary clarifier

A new concrete clarifier, 15m diameter will be built, for solids-liquid separation after the biological
reactor. Aqwise will supply all internal parts and equipment for the secondary clarifier.
 Type: Peripheral drive clarifier
 Bridge length: aprox. 10m
 Bridge Width: 100 cm
 Driving Speed: aprox. 1.2 meter / min
(1.5 rpm)
 Sludge and scum scrapers
 Scum baffle and V-notch weir
 Scum box
 Peripheral baffles Secondary clarifier
 All metal parts will be made of AISI304

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4.7 Extra instrumentation and equipment (not in Aqwise scope)

Flow meters – currently we have no information regarding flow measuring. For better process
control we ask that a flow meter will be installed on Inlet, RAS, WAS and internal circulation lines,
and that the flow will be measured continuously.

pH control in the biological reactor - We ask that additional pH monitoring will occur in the biological
reactor itself. Sometimes in industrial applications pH changes in the biological reactor due to
reactions occurring in the reactor. We would like to avoid a condition in which pH becomes
problematic to the biological process (e.g. below 6 or above 8). In this case the pH control will stop
feeding into the reactor in order to protect the microorganisms in the reactor and pH correction
measurements will be applied.

DO control in the biological reactor and Pressure indication on main air pipe – both aerobic stages
in the reactor should have DO monitoring (dissolved oxygen) for better control of aeration and
energy requirements.
DO probes will control the level of which the blowers will be operated (via VFD). If DO level is too
low or too high, the blowers’ frequency will be increased or decreased accordingly.

Anti-Foam detector and system – Foam may appear in the aerobic stages. An anti-foam system will
be installed according to Aqwise specifications. The system will be based on recirculating clean
water (after solids-liquid separation) and spraying it on the reactor surface. Into the water line, a
dosing pump will dose anti-foam chemical (Nalco 71101 or equal). In addition, we ask to install a
foam detector, based on a through beam photoelectric switch. The foam detector will insure that
anti-foam chemical will be dosed to the anti-foam system only when necessary, and will save costs.

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5 Scope of supply and pricing

5.1 Aqwise package

N
o Items Comments

1 Process engineering Engineering drawing and calculations

PFD, P&ID, General Layout and sections, detailed engineering
2 Basic engineering
of the reactor internals (piping and aeration)
Technical support during
3 Office Israel, México and site visits
installation,
4 Commissioning and Training 15 days of operators support at site Argentina

5 Books and documentation Operating manual in English & Spanish

5.2 Equipment

N
o Items Type Supplier Comments

1 Aqwise biomass carriers ABC Aqwise 450 m3

3 units, including AERtronic system
2 Air blowers PD Aerzen
for each blower
Air bubble aeration system for the
3 Complete aeration system Fine bubble EDI or equal aerobic stages + coarse bubble for
the pre-anoxic stage
7 units
4 Mixers for pre-anoxic tank XRW ABS or equal
3 for each line + 1 stand by
5 units
5 Mixers for post-anoxic tank XRW ABS or equal
2 for each line + 1 stand by
5 units
6 IC pump XFP ABS or equal
2 for each line + 1 stand by
Costacurta or
7 Screens Wedge wire 4 units – 2 for each line
equal
U-PVC
8 Air-Lifts B&B or equal 4 units – 1 for each aerobic stage
DN150
1 unit for a 15m clarifier, to be
Peripheral
9 Secondary clarifier El.Di or equal install inside the new concrete
drive
basin

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5.3 Project components to be supplied by client / others

N
o Items

1 Detailed engineering (including civil, electrical, Assembly plans)

2 Civil works and buildings, including new concrete basin for the secondary clarifier

Supply and installation of all new equipment not stated in section 5.2 (e.g. pumping to reactor,
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antifoam dosing pumps, control probes, Flow meters etc.)

4 Installation of all equipment stated in sections 5.2

5 Supply and installation of all hydraulic piping Inc. valves, instrumentation, fitting supports

Main air pipe from the blowers to the reactor up until diffuser system drop legs including main
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valves on each drop leg.
Electrical and control works and installation. Including control and electrical panel, instruments
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and cabling

All existing units upstream and downstream the reactor in working condition (e.g. pre-treatment,
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secondary settling, existing pumping stations, etc.)

9 Supply of water, electricity, and other utilities to the plant

Operation costs such as chemicals, power, sludge disposal, disposal of grit (containers), external
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lab analysis

11 Site development such as: gardening, road paving, light, walkways etc.

12 Sampling and chemical analysis

13 Any applicable commissions, fees, VAT, taxes and permits

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6 Pricing and General Terms and conditions

6.1 Price (*)

Price for the scope of supply detailed in section 5.1 & 5.2 USD

Special discount on design + engineering (as agreed) USD

Sub Total USD

Final price – given by Elad (CEO) USD 750,000

(*) All equipment to be delivered CIF Paraguay

6.2 Payment terms

 30% of the total contract price shall be paid upon placing the purchase order;

 30% of the total contract price shall be paid upon delivery of the engineering package,
including drawings and design data;

 30% of the total contract price shall be paid upon notice by AQWISE that the main
equipment is ready for delivery; a proportional amount shall be payable upon notice of
readiness for partial delivery;

 10% of the total contract price shall be paid upon completion of a Successful Performance
Test, but not later than ninety (90) days from delivery of main equipment;

6.3 Proposal Validity

This proposal is valid until 30 of September, 2016.

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6.4 General terms and conditions
These terms and conditions of sale (these “Terms”) govern the purchase and sale of the products and/or related services
(collectively, the “Products”), referred to in AQWISE’s quotation, proposal or acknowledgment, as the case may be (the
“Documents”). Notwithstanding any terms set forth in Customer’s purchase order, if any, which are hereby rejected, these Terms
constitute a counter offer with respect to the Products, acceptance of which by Customer is expressly limited to these Terms.
These Terms shall apply whether or not they are attached to or enclosed with the Products.

1. Delivery. Delivery of the products shall be in material compliance with the Documents. Unless otherwise determined in the
Documents, delivery shall be within ninety (90) days from the date of receipt of Customer's purchase order, and shipping
terms are FOB (designated port in country of origin)) (Incoterms 2000). Partial shipment is allowed.
2. Intellectual Property Ownership. All devices, designs, drawings, plans and specifications, estimates, prices, notes, electronic
3. data and other documents or information prepared or disclosed by AQWISE, together with any improvements, modifications
and derivative works of the Products, and all intellectual property rights related to any of the aforesaid shall remain
AQWISE's property. AQWISE grants Customer a non-exclusive, non-transferable license to use the Products and any
documentation pertaining thereto solely for Customer’s use of the Products in accordance with their designated purpose.
Customer shall not disclose any material or other proprietary information provided to it by AQWISE to third parties without
AQWISE’s prior written consent.
4. Payment. Customer shall pay AQWISE the total purchase price set forth in the Documents. Unless the Documents provide
otherwise, freight, storage, insurance and all taxes, duties or other governmental charges relating to the Products shall be
paid by Customer. If AQWISE is required to pay any such charges, Customer shall immediately reimburse AQWISE. Unless
the Documents provide otherwise, all payments are due within 30 days after receipt of invoice. Payments due to AQWISE
shall not be subject to any withholding, deduction or offset. Amounts invoiced by AQWISE, which are not paid by Customer
when due shall bear interest at the rate of 1½% per month (or the highest legal rate, if less), until paid and Customer shall
pay all of Aqwise's reasonable costs (including attorneys' fees) of collecting amounts due and unpaid. AQWISE shall be
deemed to have retained title to all Products until all accounts payable by Customer have been finally settled. Customer will
store such Products subject to retention of title and insure them at its expense against loss and damage for their entire value
with a reputable insurance company, and shall name AQWISE as an additional insured party.
5. Returns. Customer shall not return any Product for any reason other than pursuant to a warranty claim without first
obtaining authorization from AQWISE. Unless pursuant to a warranty claim, returns of Products shall be in the original
packaging or equivalent and unused.
6. Cancellation. If Customer cancels or suspends its order for any reason other than Aqwise's breach, Customer shall promptly
pay AQWISE for work performed and Products delivered prior to cancellation or suspension and any other direct costs and
expenses incurred by AQWISE as a result of such cancellation or suspension.
7. Warranty. Subject to the following, AQWISE warrants to Customer that the Products shall be free from significant defects in
material and workmanship at the date of delivery thereof. The Products are considered free from such defects if they
materially conform to the description in the Documents. The warranty period ( “Warranty Period”) for all Products is the
period beginning on the delivery date thereof and ending twelve (12) months thereafter; the warranty period for repaired or
replaced Products shall end with the expiry of the original Warranty Period applicable to the Products that have become
subject of the repair or replacement. This warranty shall automatically terminate and become null and void (1) if the Products
have been modified or tampered with other than by or on behalf of AQWISE, (2) in case of normal wear and tear and
consumables, (3) if the Products are used, maintained operated or stored other than in accordance with AQWISE’s written
instructions; (4) in case of abuse, negligence or accident and/or (5) Customer is in default of any payment obligation towards
AQWISE. This warranty does not include damage resulting from neglect, accident, fire, lightning, power failure or other
hazard, or unreasonable use or storage.
AQWISE’s entire liability, and Customer’s exclusive remedy, under this warranty is for AQWISE to use commercially
reasonable efforts to re-perform, repair the Products, replace the Products with equivalent new or refurbished products, or, at
AQWISE’s option, return the purchase price paid for the Products. The foregoing warranty shall not apply to any Products
that are supplied by AQWISE to conform with specifications provided by Customer or which are manufactured by third
parties which are not selected by AQWISE, as to which (i) AQWISE hereby assigns to Customer, to the extent assignable,
any warranties made to Aqwise; and (ii) AQWISE shall have no other liability to Customer under warranty, tort or any other
legal theory.
8. Limitation of Warranty. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN PARAGRAPH 6 ABOVE, AQWISE PROVIDES
THE PRODUCTS “AS IS” AND, UNLESS OTHERWISE MANDATED BY APPLICABLE LAW, AQWISE MAKES NO WARRANTY
OR REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE .

9. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AQWISE SHALL NOT BE LIABLE TO
CUSTOMER OR TO ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL
DAMAGES, EVEN IF AQWISE HAS BEEN APPRISED OF THE LIKELIHOOD THEREOF AND OTHERWISE REGARDLESS OF
THE FORESEEABILITY THEREOF. AQWISE’S LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL TO
THE

1
 EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY CUSTOMER TO
AQWISE FOR THE PRODUCTS, REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY,
PRODUCT LIABILITY OR OTHERWISE. ANY AND ALL LIABILITY OF AQWISE SHALL PERMANENTLY CEASE UPON THE
END OF THE WARRANTY PERIOD. THE FOREGOING PROVISIONS OF THIS PARAGRAPH SHALL ALSO APPLY TO
AQWISE’S PERSONNEL, AGENTS, LICENSEES, LICENSORS AND SUBCONTRACTORS OF ANY AND ALL TIER.

10. Force Majeure. Neither AQWISE nor Customer shall have any liability for any breach (except for breach of payment
obligations) caused by extreme weather or other act of God, strike or other labor shortage or disturbance, fire, accident, war
or civil disturbance, delay of carriers, failure of normal sources of supply, act of government or any other cause beyond such
party’s reasonable control.
11. Miscellaneous. These Terms, together with the Documents set forth the entire agreement between the parties with respect to
the Products, supersede all prior agreements, oral or written, and cannot be modified except by agreement in writing signed
by both parties. No course of dealing or usage of trade or course of performance will be relevant to explain or supplement
any of these Terms. If any of these Terms is invalid, illegal or unenforceable, such term shall be limited only to the extent
necessary to make it valid and enforceable and the remaining provisions shall not in any way be affected or impaired. The
failure of either party to enforce any rights granted hereunder, or to take action against the other party in the event of any
breach hereunder, shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in
the event of future breaches. These Terms shall be governed by and construed in accordance with the laws of Israel without
regard to conflicts of law provisions thereof. The competent courts in Tel Aviv, Israel shall have exclusive jurisdiction over
any disputes arising out of these Terms. Customer may not assign any rights or obligations hereunder without the prior
written consent of AQWISE.