HomeMy WebLinkAboutAPPRISE TECHNOLOGIES - CONTRACT - CONTRACT - 3882 EXCEPTION TO BIDDING PROCESSFROM : APPRISE TECHNOLOGIES,INC, PHONE NO. : 218 720 2732 Oct. 19 2000 04:54Pr9 PE
Apprise'I'ecllnologies, Inc., Product Purchase and Sale Agreement
Customer: G'ti y 6F r r Csll—w. Apprisc Technologics, Inc.
n ib >r-TcAw vS, 5013Miller Tiunkhighway
CItirs rCi 2aS2.1 Duluth, MN 55511-1442
Telephone: 1'elephonc:218-720-4341
Facsimile: `540- Z I- a i- Facsimile: 215-720-2732
e-mail: e-mail: sales@ apprisctech.com
Product(,): 1 Q SS � ISD (7QiCA S
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Delivery estimates (check one):
(These are estimates only)
Purchase Price(,): Soee. t3iioc�e� C{v""+e4 a3Z)2
x 30 days after receipt of this order by .Apprise, executed by Customrer;
Other:
Special financial terms: -NONE
The Product price includes A limited product warranty for the first year of ownership as fully described below. The
first Year's operational control software upgrades Lire included in lire purchase price. Thereafter. software upgrades will
be made available with pricing and timing as announced from time to time by Apprise. Installation is not included but
may be covered by a separate contract, at an additional charge. This Agreement becomes effective upon signing by
Apprise.
Signature below constitutes acceptance of the order above and of the application of the terms and conditions
below as applicable to this transaction, to the exclusion of all terms and conditions in any letter, purchase order,
or form of Customer.
Customer: Apprise Tecbuologies, Inc
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By Byyoae
Its Its Vice test'.6✓
Date Date 0,4 -L i, Z
Terms and Conditions of Purchase and Sale
PRICE. All prices exclude federal, state and local taxes and lees and exclude
all import duties, customs clearance fees, And the like. Any Product which is
not shipped within 00 days of the dale of this Agreement because of
Customer's instructions Is subject to price increase without notice. NI prices
are in U.S. Dollars unless explicitly agreed otherwise in writing by Apprise and
Customer.
PAYMENT TERMS. Unless otherwise specified by Apprisc, payment terms
are net 30 days Iron, the date of Apprise's invoice. For any order, Apprise
reserves the debt to require payment in advance or by letter of credit by
specifying such requirement in wilting at or before the time of Apprisds order
confirmation. Apprise reserves the right to charge at any time a monthly
service charge of one and one-half percent (1 'fi°6) or the highest rate allowed
by law, whichever is lower, on past due accounts. Customer is liable for legal
fees incurred by Apprise to collect past due accounts. Payments are
considered made when good funds are Available in Apprise's United States
bank account. If Customer toils to lullill the terms of payinent or it Apprise has
any doubt at any time as to Customer's financial condition, Apprise may
decline to make lusher deliveries under this or any other agreement, except
upon Apprise', receipt of cash, acceptable letter of credit, or s31islactory
security (and this requirement will not release Customer from any previous
obligation). Apprise's rights under this paragraph arc in addilion to all other
rights and remedies Available to Apprise upon Cuslomor s darault.
DELIVERY TERMS. Unless otherwise agreed in writing by Apprise, all
deliveries are F.O.D. Duluth, Minnesota. NI delivery expenses; including
transportation, freight, insurance, risk of loss and any other shipping costs,
are for the account of Customer. Unless otherwise instructed by Customer
in writing, all selections of carrier and routing of all shipments are at Apprise's
discretion. CU,lemer must inspect delivered goods and report claims for
shipping damage or shortages in writing within 10 days of delivery or the
goods will be deomod irrevocably Accepted and such claims will be doomed
waived. If Apprise makes a partial delivery according to the terms of this
Agreement, this Agreement will be fully enloiceable with respect to that partial
delivery. Upon delivery of Products to Customers address, Customer shall
inspect the Products delivered and determine their compliance with Apprise's
published speclllcalions. Any deviation from specifications must be reported
to Apprise within felt (10) cays after such delivery. Should repair or
replacement of any of The Products be necessary, Customer shall at the time
of such report request a Return Authorization Number ("RANT from Apprise
and, referencing the RAN on all related documentation, return the Product(s)
in question for repair or replacement. Should Apprise's own inspection
confirm that the Products returned are not in compliance with Apprise's
specifications, Apprise may at its sole option repair or replace the Products
!it question and ship the repaired or replaced Products to Customer. Repaired
or replaced Products shall be subject to the same inspection and report
Procedure as those originally shipped by Apprise. Any Products returned to
Apprise for repair or replacement will become the property of Apprise.
FROM APPRISE TECHNOLOGIES,INC. PHONE NO. : 218 720 2732 Oct. 19 2000 04:55PM P9
ACCEPTANCE OF ORDER. Apprise's acceptance of any oiler of Customer
is expressly conditioned upon Customers assent to these terms and
conditions and none of Customers additional or different terms or conditions
will apply. No order will be valid until accepted by Apprise in writing.
LIMITED WARRANTY AND LIMITED REMEDIES; DISCLAIMER. Subject
to tho "Limilafions" paragraph below, Apprise warrants to Customer only (the
original purchaser or licensee) that the Product purchased (or, in the case of
software, licensed) under this Agreement will be free from defects In material
and workmanship for one year alter the dale of installation or 15 months after
the date of delivery, whichever is earlier, Apprise has used reasonable efforts
in the design and manufacture of the Products, but because the Products will
be installed, deployed, and used in environments over which Apprise has no
control whatsoever and which may be extremely hostile to the Products or to
their proper operation, this tinkled wallanty will cover only defects in material
and workmanship existing at the time of delivery of the Products to Customer.
All problems, damage, and failures arising in whole or in pan from influences
outside the Products are excluded from the warranty. Lack of resistance by
the Products to such influences shall not constitute the basis for any claim
under warranty or otherwise.
If Customer claims that a Product is not as warranted and Customer notilies
Apprise in writing within the appropriate limited warranty period noted above,
obtains a Return Authorization Number ('RAN"), and returns that Product (or,
on Apprise's written instructions, return the affected pan of that Product), to
Apprise within 30 days of �ICustomers discovery of the problem or failure
involved, and if Apprise in its sole discretion agrees that the Product is
detective as of the dale of delivery to Customer and not in any way damaged
by influences outside the Product, then Apprise will, at its option, repair or
replace the detective part, parts, or Product, or refund Customer's purchase
price. REPAIR OR REPLACEMENT OF THE PRODUCT, OR REFUND OF
THE PURCHASE PRICE, AS PROVIDED IN THIS LIMITED WARRANTY, IS
BUYER'S EXCLUSIVE REMEDY. This exclusive remedy vrll not be deemed
to have failed of its essential purpose so long as Apprise is willing and able
to repair or replace a detective Product, or refund the purchase price, in the
prescribed manner. TO THE EXTENT PERMITTED BY APPLICABLE LAW.
THIS LIMITED WARRANTY IS IN LIEN OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON.
INFRINGEMENT AND FITNESS FOR PARTICULAR USE. Apprise makes
no other warranties of any kind, and any repair, maintenance or alternation (or
attempted repair, maintenance or alternation) of the Product by anyone other
than an authorized representative of Apprise automatically voids any warranty
on that Product. This limited warranty is void it the Product is misused,
abused, installed in a damaged condition or in a manner inconsistent with
Apprise's Product instructions, or damaged by accident or neglect. Any
detective Product retunledllo Apprise for replacement will become the
property of Apprise.
ANCHORS, ANCHORING DEVICES, AND DEVICES TO RESTRICT THE
MOVEMENT OR DRIFT OF THE PRODUCTS ARE PROVIDED, IF AT ALL,
FOR CONVENIENCE ONLY, WITH NO WARRANTY WHATSOEVER, ON
AN 'AS IS' BASIS.
LIMITATIONS. UNDER NO CIRCUMSTANCES WILL APPRISE BE LIABLE
FOR ANY INDIRECT, CONSEQUENTIAL, COLLATERAL, SPECIAL OR
INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF
PROFITS), WITH RESPECT•,TO ANY PRODUCT OR SERVICE PROVIDED
BY APPRISE, WHETHER SUCH CLAIM IS BASED ON CONTRACT,
NEGLIGENCE, STRICT TORT, WARRANTY OR ANY OTHER BASIS.
APPRISE'S LIABILITY MAY NOT, IN ANY EVENT, EXCEED THE
PURCHASE PRICE OF THE PARTICULAR PRODUCT WITH RESPECT TO
WHICH A CLAIM IS MADE. PRODUCT MAY BE RETURNED ONLY UPON
PRIOR WRITTEN APPROVAL FROM APPRISE. ANY GOODS RETURNED
WILL BE RETURNED AT CUSTOMER'S EXPENSE AND NO ALLOWANCE
FOR, NOR REPLACEMENT OF, DEFECTIVE GOODS COVERED BY
WARRANTY WILL BE MADE UNLESS THE ALLEGED DEFECTS ARE
ESTABLISHED TO THE SATISFACTION OF APPRISE AFTER ITS TESTS
AND INSPECTIONS.
TIMING OF ACTIONS. Any actions or claims by Customer under this
Agreement must be brought by Customer within 12 months of the date on
which the cause of action accrues.
EXCUSABLE DELAYS. Apprise is not responsible or liable for any delays
in the delivery of orders, due in whole or in pan, directly or indirectly, to tire,
act of God, strike, shortage of raw materials, supplies or components,
retooling, upgrading of technology, delays of carriers, embargo, government
order or directive, or any other circumstance beyond Apprise's reasonable
control.
CONFIDENTIAL INFORMATION. Customer agrees that, to the extent
permitted by law, all intonation furnished in relation to this Agreement to
Customer by Apprise (including, without limitation, all Software) is considered
to be proprietary to Apprise, and Customer must hold that information in
confidence and must not use, or permit disclosure to third parties of, that
information, without Apprise's prior written consent.
NO LICENSE. Except as provided in the following paragraph, the sale by
Apprise of its Products does not constitute a license, implied or otherwise, lot
the use of any patents or know-how of others or of Apprise, except in
conjunction with the use of the Apprise Product involved.
SOFTWARE LICENSE. Apprise hereby grants to Customer a single, non-
transferable and non-exclusive license in all software (the 'Software') supplied
by Apprise to Customer or installed in the Product sold by Apprise to
Customer for use only in the normal operation of that Product by Customer.
Customer acquires no other interest in the Software and all other interests
are retained by Apprise. Customer may not alter, sublicense, copy of
distribute any portion of the Software, nor may Customer examine, reverse
compile or reverse engineer any of the Software, (except as and to the extent
that Cuelomer6 right to do so may be provided by law), nor may Customer
use any technique to derive the trade secrets embodied in the Software. Any
patent or copyright notices included in the Software must not be construed as
evidencing publication of the Software. From time to time, Apprise may oiler
Customer updates to or enhancements of the Sollware, with or without charge
to Customer (at Apprise's sole discretion), and all such updates and
enhancements will be subject to the terms of this Agreement. It at any time
Customer fails to comply with all of the terms of this paragraph, the license
granted by this paragraph will immediately terminate.
APPLICABLE LAW. This Agreement is governed by and must be construed
in accordance with the substantive laws of the state of Minnesota, without
regard to the laws or principles of any jurisdiction regarding conflict of laws.
Customer consents to The exclusive jurisdiction of Minnesota Slate courts for
resolution at any claims or disputes under or arising out of this Agreement.
Provisions of the U.N. Convention on Contracts for the International Sale of
Goods are excluded.
MISCELLANEOUS. All orders for Apprise Products and services are subject
exclusively to this Agreement, which constitutes the entire agreement
between Apprise and Customer, and this Agreement supersede all purchase
orders and all other agreements and understandings, whether written or oral,
It any provision of this Agreement is found to be invalid or unenforceable in
any respect, the validity and enforceabilily of the remaining provisions will not
be aflocted. NI clerical errors are subject to correction. The failure of Apprise
to enforce at any time any of the provisions of this Agreement may not be
construed to be a waiver of such provisions nor the right of Apprise to enforce
such provisions in the future. Customer may not assign any rights under this
Agreement without the prior written consent of Apprise. Customer has no
right to sot oil amounts due with respect to one transaction for claims under
any other transaction with Apprise. Any dispute relating to this Agreement
must be resolved, if not sooner settled, by a state or federal court located In
Minneapolis, Minnesota, and the Customer irrevocably submits to the
exclusive jurisdiction of those courts. Apprise's failure to deliver, or
nonconformity of, any Installment of Ibis Agreement will not constitute a
breach of the entire Agreement. This Agreement may not be amended or
terminated without Apprise's written consent. Customer shall not exoon or re-
expor Products covered by this Agreement except in compliance with all
applicable United Stales and loreion laws concerning cross -border shipment
of goods. All activities and lormalilics of exportation, importation, customs
clearance, and the like, are the responsibility of Customer and not of Apprise.
FROM : APPRISE TECHNOLOGIES,INC. PHONE NO. : 218 720 2732 Oct. 19 2000 04:56PM P10
//Apprise Technologies, Inc.
Client Responsibilities
As with all integrated systems relying on two-way radio communications, certain physical installations and
DA/OC protocols must be implemented prior and during deployment to provide safe and reliable continued operation
of a RUSS system. The ability for initial two-way communication when the RUSS system comes online is critical for
what Apprise considers to be reliable and safe setup and operation. In general, dynamic automated devices like the
RUSS system require a consistent, ongoing user interface for adequate monitoring of system components. This is
especially true for monitoring of the location and condition of the profiler/mulliprobe package. Apprise Technologies
Inc. strongly suggests that you do not implement unattended operation of the profiler/ multiprobe package without a
fully operational two-way communication system at the time of the deployment.
Apprise relies on the client to assure that any contracted services (i.e. cell providers, antenna locations, etc.)
not provided by Apprise are ready at the time of deployment. Apprise reserves the right to delay deployment (at
client expense) if these non -Apprise contracted services are not available at the agreed upon tittle for deployment of
the RUSS systems.
Deployments are generally broken down into several tasks that assure adequate quality control and
optimized operation of the RUSS system with respect to obtaining good water quality data. A list of client provided
expectations and a typical deployment date schedule are listed below.
Client provided expectations:
Communication- While Apprise usually provides all necessary communication hardware and software for the RUSS
systems there are often peripheral services necessary for the install and operation of these hardware items. A list of
common client provided services are provided below. Unless otherwise specified, the client is responsible for
obtaining and paying for any of these items in advance of the scheduled deployment dates.
1. Any cellular telephone numbers and phone service that may be necessary for the RUSS system operation.
These services and numbers are necessary prior to system shipment, as it is most convenient to program the
communication modems with the correct phone number before shipping.
2. If the RUSS system utilizes a 900 MHz communication system the client is responsible for providing a secure
site for the "landline bridge'. This site must provide a source of AC (possible DC) power, a reliable telephone
line capable of clear data transmission, and a walerproof enclosure of sufficient size to house the system. As a
900 MHz system requires a line of sight path to the RUSS flotation module it is also the clients responsibility to
provide an antenna location that is free of obstructions and meets the line of sight criteria. While Apprise is
available for consultation on these locations and services, it is the client's ultimate responsibility to have these
sites operational before the scheduled deployment dates.
3. The RUSS systems and profiling functions are remotely controlled from a land based computer station. It is
the client's responsibility to provide a computer running Windows 95 or later with a compatible hardware -
based internal or external analog serial modem for use as a base station. Inexpensive internal modems
(usually called Winmodems or PCI for Windows) that use a proprietary Windows driver to perform some
modem functions are not guaranteed to work with Apprise's R-Base control software. Apprise recommends
using external modems.
Other client responsibilities:
1. The RUSS based systems are able to be accessed on site with the use of a portable computer. As such, the
client should plan to provide a portable computer with a minimum 386 processor, a disk drive, and a free RS-
232 port.
2. The client should have a clear idea of the proposed location of the RUSS system on the water body. A "site
characterization survey" is available from Apprise and will be required to be filled out by the client before
deployment begins. Any special permitting or marking lights in excess of the standard equipment provided by
Apprise is the responsibility of the client.
Apprise Technologies, Inc. -Client Responsibilities Page 7 of
FROM APPRISE TECHNULOGIES,INC PHONE NO - 218 720 2732 Oct 19 2000 04 57PM P11
Generally, the terminus anchors for any anchoring system provided by Apprise are to be provided by the client
to avoid expensive shipping of heavy anchors Apprise staff will work with the client to provide specifications
for the type of anchors needed but procurement and transport of the anchors to the deployment site is to be
provided by the client
To minimize costs to the client, Apprise relies on the client to provide boats and transport vehicles for the
deployment of the RUSS systems Boats should be of sufficient size for the water body and should be manned
with an experienced operator Any insurance waivers should be sent to Apprise well in advance of the
deployment dates
The calibration and preparation of the multisensor probes for installation on the profiler is the responsibility of
the client The timing for this should be coordinated with the Apprise deployment coordinator to allow minimum
time between calibration and install The RUSS systems commonly use the depth sensor from the multiprobe
for control of the Profiler so the installation of the multisensor probe with the system is critical
Typical Deployment Schedule
RUSS systems are subjected to a rigorous testing regime before they are shipped This in-house testing consists of
testing the communication, electronics, and mechanical components both separately and as a system Many items
such as on -site communication capabildies, meteorological station settings, etc can only be tested in the field so a
large part of the deployment schedule is dedicated to redundant testing of the system Following is a typical
deployment schedule
1 RUSS system shipment is transported to an assembly area and unpacked and inspected for completeness and
any damage If possible, the flotation module is assembled per specifications and all electronic components are
installed in the system All system components are field tested on shore including the profiler/sensor package
Note that a calibrated multiprobe is necessary at this time for full system testing and must be integrated into the
Prettier platform
2 Assembled RUSS system is transported to and anchored at the selected deployment site. All client specified
regulatory marking requirements are implemented at this time (i e special lighting, marker buoys, etc )
3 A portable computer is attached via the service port and the RUSS communication systems are checked and
vented in -situ for adequate bi-dvectional communication and system monitoring These tests also include data
file program uploads and downloads
4 The underwater cable is then calibrated for maximum profile depth at the deployment location This includes
allowing cable to untangle and installation of cable weights
5 Client specified sensor systems are integrated into the Profiler platform and underwater cable is connected to
the Profiler. Communication with the Profiler/Sensor package is verified and default profile schedules are
downloaded into the RePDAR system
G Profiler is placed in the water and is optimized for buoyancy and position in the water column Buoyancy
optimization is done by positioning weights on Profiler platform
7 Profiler is sent to a safe parking depth and scheduled test profiles are executed
8 Apprise Systems Integration Specialists download test data from the buoy and perform any optimization of the
Profiler, base station and communication systems
9 If contracted, a client specified operators training session is performed by Apprise staff for the safe and reliable
operation of the RUSS system
I have read this document and I accept the terms herein
By Its Date
Apprise Technologies, Inc - Client Responsibilities Page 2 or 2