HomeMy WebLinkAbout262877 RTN ROOFING SYSTEMS - PURCHASE ORDER - 9117649PURCHASE
ORDER
PO Number Page
City Of
9117649 1 of z
Flirt CoI lI n �+
This number must appear
` �7
on all invoices, packing
slips and labels.
Date: 12/28/2011
Vendor: 262877 Ship
To:
OPERATIONS SERVICES
RTN ROOFING SYSTEMS
CITY OF FORT COLLINS
5854 LOCKHEED AVE
300 Laporte Avenue
LOVELAND Colorado 80538
Building B
FORT COLLINS Colorado 80521
Delivery Date: 12/28/2011
Buyer: JAMES HUME
Note:
Line Description
Quantity
Ordered
UOM Unit Price Extended
Price
Lincoln Center
1 LOT
LS 52,627.00
Overlay specified metal roof
areas and EPDM lower roof area at alley per
four separate proposals:
417 W Magnolia St Bldg #2 - Revision #1, Dec 2, 2011
Lincoln Center - Revision #1, Dec 2, 2011
417 W Magnolia St Bldg #3 Reroof, July 7, 2011
417 W Magnolia St Bldg #1 - Revision #1, Dec 2, 2011
Total $52,627.00
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax:970-221-6707 Email: purchasing@fcgov.com
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
PURCHASE
ORDER
PO Number Page
City Of
9117649 1 of z
Flirt CoI lI n �+
This number must appear
` �7
on all invoices, packing
slips and labels.
Date: 12/28/2011
Vendor: 262877 Ship
To:
OPERATIONS SERVICES
RTN ROOFING SYSTEMS
CITY OF FORT COLLINS
5854 LOCKHEED AVE
300 Laporte Avenue
LOVELAND Colorado 80538
Building B
FORT COLLINS Colorado 80521
Delivery Date: 12/28/2011
Buyer: JAMES HUME
Note:
Line Description
Quantity
Ordered
UOM Unit Price Extended
Price
Lincoln Center
1 LOT
LS 52,627.00
Overlay specified metal roof
areas and EPDM lower roof area at alley per
four separate proposals:
417 W Magnolia St Bldg #2 - Revision #1, Dec 2, 2011
Lincoln Center - Revision #1, Dec 2, 2011
417 W Magnolia St Bldg #3 Reroof, July 7, 2011
417 W Magnolia St Bldg #1 - Revision #1, Dec 2, 2011
Total $52,627.00
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax:970-221-6707 Email: purchasing@fcgov.com
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Terms and Conditions
Page 2 of 2
I. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Too Collins is exempt from state and local taxes. Our Exemption Numher is I I. NONWAIVER.
98-0W502. Federal Excise Tax Exemption Certificate of Registry 94-000557 is registered with the Collector of Failure of the Purchaser to insist upon strict performance ofthe Iema and conditions hereof, failure or delay to
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a), exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a
breach. the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either %then shipped Or due to defects of any of the warranties or obligations of this purchase umber and shall not be deemed a waiver of any right of the
damage in transit may be rammed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance licurformy of its rights or remedies as to any such goods, regardless
instructions from the Cityof Fun Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder. nor shall any purported
oml modification or remission of this purchase odcr by the Purchaser operate as a waiver of any of the terms
Inspection. GOODS am subject to the City of Fon Collins inspection on arrival. hereof.
Final Acceptance. Rmcipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS.
authorized payment on the pan of the City of Fort Collins. Howcvct it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resuhing from antitrust
ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchascr. Theretofore, for good cause and as consideration for cxccutinS this
purchase order. the Seller hereby assigns to the Purchascr anv and all claims it may now hive or hereafter
Freight Terns. Shipments must be F.O.B., City of Too Collins, 7(K) Wood St., Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services
otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order.
bill must accompany invoice. Additional charges for packing will not be accepted.
Shipment Distance. Where manufeeturcrs have distributing points in various pans of the country, shipment is
expected from the nearest distribution point to destination. and excess freight will be deducted from Invoice when
shipments are made from greater distance.
Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all
applicable laws. regulations, ordinances and mles of the state, municipality, territory or political subdivision where
the work is performed, or required by any other duly constipated public authority, having jurisdiction over the work
of vendor. Seller further agrees to hold the City of Fort Collins hamlcss born and against all liability and loss
incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances. ndcs
and requirements.
Authonznion. All parties to this contract agree that the representatives are. in fact, bona fide and possess full and
complete authority to bind said panics.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated
hacin set forth and any supplementary or additional reran and conditions annexed herein or incorporated herein by
reference. Any additional or different terms and conditions proposed by seller arc objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your
promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time
stated on the purchase order and the documents attached hereto. No acts of the Purchasers including. without
limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay,
the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere
and holding the Seller liable for damages. However the Seller shall not be liable for damages as a result of delays
due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negl igenm,
such acts of God, acts of civil or military authorities, governmental prod tics, fires, strikes. flood, epidemics, wars or
riots Provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the
time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be
extended for the period equal to the time actually lost by reason of the delay.
3. WARRANTY.
The Seller warmnts that all goods, anicicx, materials and work covered by this order will conform with applicable
drawings specifications, samples and/or other descriptions given, will be fit for the purposes intended, and
performed with the highest degree of care and competence in accordance with accepted standards for work of a
similar prune The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the
Purchaser may so )Ter or incur on account of the Scllcrs breach of warranty. The Sella shall replace, repair or make
gad, without cost to the purchaser, any defects or faults arising within one (I ) year or within such longer period of
time as may be prescribed by law or by the terms of any applicable wamnty provided by the Seller anet the date of
acceptance of the gars furnishcd hereunder (acceptance not to be unreasonably delayed). resulting from imperfect
or defective work done or materials furnished by the Seller. Acceptance or use of gads by the Purchascr shall not
constitute a waiver of any claim under this wamnty. Except as otherwise provided in this purchase order, the Sell cos
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamntics
or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TER NIS.
The Purchaser may make changes to legal tans by wrinen change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchascr may make any changes to the terms. other than legal Isms, including additions to or deletions from
the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such
change affects the amount due or the time ofpaformance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order. tcminate this agreement as to any or all portions of the
gads then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in
progress presided that the Purchaser shall not be liable for any claims fm anticipated profits on the uncompleted
Portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in
favor of the Seller with respect to any goods which arc the Scllcrs standard stock. No such termination shall relieve
the Purchascr or the Seller of any of their obligations as to any gads del ivcred hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment most be asserted within thirty (30) days from the date the change or lemunation is
onlcred.
S. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict
compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and
deliver such documents as may be required to effect or evidence compliance All laws and regulations required to be
incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to
indemnify and hold the Purchaser harmless form all costs and damages suffered by the Purchascr as a result of the
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, nansfer, or convey this order, or any monies due or to bmmne due hereunder without the
prior written consent ofthe other parry.
10. TITLE.
The Seller warmnts full. clear and unrestricted title to the Purchascr for all equipment, materials, and items firmmi cd
in performance of this agreement free and clear of any and all liens, restrictions, reservations, security interest
encumbrances and claims ofothcrs.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser directs the Seller to caned uonconfomming or defective goods by a date to he agreed upon by the
Pumhascr and the Scllcr and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser
may cause the work to be performed by the most expeditious means available to it. and the Seller shall pay all
costs associated with such wnrk.
The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature
resulting from the performance ofsuch work.
This release shall apply even in the event of fault of negligence of the party released and shall extend to the
directors, otTiccrs and cnmpinyecs ofsmh party.
The Sellers contractual obligations, including mammy, shall not be deemed to be reduced, in any way, because
such work is performed or caused to be performed by the Purchaser.
14. PATENTS.
%Vhenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark
or copyright. the Seller shall indemnify and save harmless the Purchaser from anv and all claims for infringement
by reason of the use of such patented design, device, material or process in connection with the contract and
shall indemnify the Purchaser fur any cost, expense or damage which it may be obliged to pay by reason of such
infringement at any time during the prosecution or after the completion of the work In case said equipment or
any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of
mid equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the
Purchaser the right to continue using said equipment or parts, replace the saute with substantially equal but
noninfringing equipment or modify it so it becomes noninfringing.
15. INSOLVENCY.
If the Seller shot) become insolvent or bankrupt, make an assignment for the benc Br of creditors, appoint a
receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of tames used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be
construed under and governed by the laws ofthe State of Culomde. USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder,
including the services ofSellers Rcpmsentative(s), on the prcmiscs ofothcrs.
17. SELLERS RESPONSIBILITY.
The Scllcr shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall,
in case of any accident. deslmction or injury to the work and/or materials before Sellers final completion and
acceptance, complete the work at Seller's own expense and to the satisfaction ofthe Purchascr. When materials
and equipment am furnished by others for installation or erection by the Seller, the Seller shall receive. unload,
store and handle same at the site and become responsible therefor as though such materials and/or equipment
were being furnished by the Seller under the order.
18. INSURANCE.
The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational
disease benefits, to its employees employed on or in connection with the work cmered by this purchase order.
and/or to their dependents in accordance with the laws of The state in which the work is to be done. The Seller
shall also carry comprehensive general liability including, but not limited to, contractual and automobile public
liability insurance with balily injury and death limits of it [cast S300.000 for any one person, S500,000 for any
one accident and pmpeny damage limit per accident of S400,000. The Seller shall likewise require his
contractors, if any, to provide for such compensation and insurance. Bcforc any of the Scllcrs or his contractors
employees shall do any work upon the prcmiscs of others, the Seller shall fumish the Purchascr with a certificate
that such compensation and insurance have been provided. Such certificates shall specify the date when such
compensation and insurance have been provided. Such certificates shall specify the date when such compensation
end incumuce expires. The Scllcr agrees that such compensation and insurance shall be maintained until after the
entire work is eomplctcd and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGFS.
The Seller hereby assumes the entire responsibility and liability for any and all damage. loss or injury ofany kind
or nature whatsoever to persons or properry caused by or resulting from the execution of the work pmvidcd for in
this purchase order or in eon nectina herewith. The Seller will indcm ni fy and hold hamlcss the Purchascr and any
or all of the Purchasers onicers, agents and employees from and against any and all clu ins, losses, damages,
charges or capcnscs, whether direct or indirect and whether to persons or pmperty, to which the Pumhuser may
be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his
contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other
proceedings shall be brought against the Purchascr, or its officers, agents or cmplovecs at any time on account or
by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or
their officers. agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to
defend the same at the Sellers own expense, to pay any and all costs, charges, attomeys fees and other expenses.
any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers.
agents or employees in such snits or other prmccodings, and in case judgment or other lien be placed upon or
obtained against the property of the Purchascr, or mid panics in or as a result of such suits or other proceedings.
the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and
his contractors shall take all safety precautions, furnish and install all girds necessary for the prevention of
accidents, comply with all laws and regulations with regal to safety including, but without limitation. the
Occupational Safety and I Icalth Act of 1970 and all miss and regulations issued pursuant thcrctn.
Revised 03/2016
Purchase Order Terms and Conditions
Page 2 of 2
I. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Too Collins is exempt from state and local taxes. Our Exemption Numher is I I. NONWAIVER.
98-0W502. Federal Excise Tax Exemption Certificate of Registry 94-000557 is registered with the Collector of Failure of the Purchaser to insist upon strict performance ofthe Iema and conditions hereof, failure or delay to
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a), exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a
breach. the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either %then shipped Or due to defects of any of the warranties or obligations of this purchase umber and shall not be deemed a waiver of any right of the
damage in transit may be rammed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance licurformy of its rights or remedies as to any such goods, regardless
instructions from the Cityof Fun Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder. nor shall any purported
oml modification or remission of this purchase odcr by the Purchaser operate as a waiver of any of the terms
Inspection. GOODS am subject to the City of Fon Collins inspection on arrival. hereof.
Final Acceptance. Rmcipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS.
authorized payment on the pan of the City of Fort Collins. Howcvct it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resuhing from antitrust
ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchascr. Theretofore, for good cause and as consideration for cxccutinS this
purchase order. the Seller hereby assigns to the Purchascr anv and all claims it may now hive or hereafter
Freight Terns. Shipments must be F.O.B., City of Too Collins, 7(K) Wood St., Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services
otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order.
bill must accompany invoice. Additional charges for packing will not be accepted.
Shipment Distance. Where manufeeturcrs have distributing points in various pans of the country, shipment is
expected from the nearest distribution point to destination. and excess freight will be deducted from Invoice when
shipments are made from greater distance.
Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all
applicable laws. regulations, ordinances and mles of the state, municipality, territory or political subdivision where
the work is performed, or required by any other duly constipated public authority, having jurisdiction over the work
of vendor. Seller further agrees to hold the City of Fort Collins hamlcss born and against all liability and loss
incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances. ndcs
and requirements.
Authonznion. All parties to this contract agree that the representatives are. in fact, bona fide and possess full and
complete authority to bind said panics.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated
hacin set forth and any supplementary or additional reran and conditions annexed herein or incorporated herein by
reference. Any additional or different terms and conditions proposed by seller arc objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your
promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time
stated on the purchase order and the documents attached hereto. No acts of the Purchasers including. without
limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay,
the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere
and holding the Seller liable for damages. However the Seller shall not be liable for damages as a result of delays
due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negl igenm,
such acts of God, acts of civil or military authorities, governmental prod tics, fires, strikes. flood, epidemics, wars or
riots Provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the
time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be
extended for the period equal to the time actually lost by reason of the delay.
3. WARRANTY.
The Seller warmnts that all goods, anicicx, materials and work covered by this order will conform with applicable
drawings specifications, samples and/or other descriptions given, will be fit for the purposes intended, and
performed with the highest degree of care and competence in accordance with accepted standards for work of a
similar prune The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the
Purchaser may so )Ter or incur on account of the Scllcrs breach of warranty. The Sella shall replace, repair or make
gad, without cost to the purchaser, any defects or faults arising within one (I ) year or within such longer period of
time as may be prescribed by law or by the terms of any applicable wamnty provided by the Seller anet the date of
acceptance of the gars furnishcd hereunder (acceptance not to be unreasonably delayed). resulting from imperfect
or defective work done or materials furnished by the Seller. Acceptance or use of gads by the Purchascr shall not
constitute a waiver of any claim under this wamnty. Except as otherwise provided in this purchase order, the Sell cos
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamntics
or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TER NIS.
The Purchaser may make changes to legal tans by wrinen change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchascr may make any changes to the terms. other than legal Isms, including additions to or deletions from
the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such
change affects the amount due or the time ofpaformance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order. tcminate this agreement as to any or all portions of the
gads then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in
progress presided that the Purchaser shall not be liable for any claims fm anticipated profits on the uncompleted
Portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in
favor of the Seller with respect to any goods which arc the Scllcrs standard stock. No such termination shall relieve
the Purchascr or the Seller of any of their obligations as to any gads del ivcred hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment most be asserted within thirty (30) days from the date the change or lemunation is
onlcred.
S. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict
compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and
deliver such documents as may be required to effect or evidence compliance All laws and regulations required to be
incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to
indemnify and hold the Purchaser harmless form all costs and damages suffered by the Purchascr as a result of the
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, nansfer, or convey this order, or any monies due or to bmmne due hereunder without the
prior written consent ofthe other parry.
10. TITLE.
The Seller warmnts full. clear and unrestricted title to the Purchascr for all equipment, materials, and items firmmi cd
in performance of this agreement free and clear of any and all liens, restrictions, reservations, security interest
encumbrances and claims ofothcrs.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser directs the Seller to caned uonconfomming or defective goods by a date to he agreed upon by the
Pumhascr and the Scllcr and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser
may cause the work to be performed by the most expeditious means available to it. and the Seller shall pay all
costs associated with such wnrk.
The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature
resulting from the performance ofsuch work.
This release shall apply even in the event of fault of negligence of the party released and shall extend to the
directors, otTiccrs and cnmpinyecs ofsmh party.
The Sellers contractual obligations, including mammy, shall not be deemed to be reduced, in any way, because
such work is performed or caused to be performed by the Purchaser.
14. PATENTS.
%Vhenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark
or copyright. the Seller shall indemnify and save harmless the Purchaser from anv and all claims for infringement
by reason of the use of such patented design, device, material or process in connection with the contract and
shall indemnify the Purchaser fur any cost, expense or damage which it may be obliged to pay by reason of such
infringement at any time during the prosecution or after the completion of the work In case said equipment or
any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of
mid equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the
Purchaser the right to continue using said equipment or parts, replace the saute with substantially equal but
noninfringing equipment or modify it so it becomes noninfringing.
15. INSOLVENCY.
If the Seller shot) become insolvent or bankrupt, make an assignment for the benc Br of creditors, appoint a
receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of tames used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be
construed under and governed by the laws ofthe State of Culomde. USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder,
including the services ofSellers Rcpmsentative(s), on the prcmiscs ofothcrs.
17. SELLERS RESPONSIBILITY.
The Scllcr shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall,
in case of any accident. deslmction or injury to the work and/or materials before Sellers final completion and
acceptance, complete the work at Seller's own expense and to the satisfaction ofthe Purchascr. When materials
and equipment am furnished by others for installation or erection by the Seller, the Seller shall receive. unload,
store and handle same at the site and become responsible therefor as though such materials and/or equipment
were being furnished by the Seller under the order.
18. INSURANCE.
The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational
disease benefits, to its employees employed on or in connection with the work cmered by this purchase order.
and/or to their dependents in accordance with the laws of The state in which the work is to be done. The Seller
shall also carry comprehensive general liability including, but not limited to, contractual and automobile public
liability insurance with balily injury and death limits of it [cast S300.000 for any one person, S500,000 for any
one accident and pmpeny damage limit per accident of S400,000. The Seller shall likewise require his
contractors, if any, to provide for such compensation and insurance. Bcforc any of the Scllcrs or his contractors
employees shall do any work upon the prcmiscs of others, the Seller shall fumish the Purchascr with a certificate
that such compensation and insurance have been provided. Such certificates shall specify the date when such
compensation and insurance have been provided. Such certificates shall specify the date when such compensation
end incumuce expires. The Scllcr agrees that such compensation and insurance shall be maintained until after the
entire work is eomplctcd and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGFS.
The Seller hereby assumes the entire responsibility and liability for any and all damage. loss or injury ofany kind
or nature whatsoever to persons or properry caused by or resulting from the execution of the work pmvidcd for in
this purchase order or in eon nectina herewith. The Seller will indcm ni fy and hold hamlcss the Purchascr and any
or all of the Purchasers onicers, agents and employees from and against any and all clu ins, losses, damages,
charges or capcnscs, whether direct or indirect and whether to persons or pmperty, to which the Pumhuser may
be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his
contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other
proceedings shall be brought against the Purchascr, or its officers, agents or cmplovecs at any time on account or
by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or
their officers. agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to
defend the same at the Sellers own expense, to pay any and all costs, charges, attomeys fees and other expenses.
any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers.
agents or employees in such snits or other prmccodings, and in case judgment or other lien be placed upon or
obtained against the property of the Purchascr, or mid panics in or as a result of such suits or other proceedings.
the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and
his contractors shall take all safety precautions, furnish and install all girds necessary for the prevention of
accidents, comply with all laws and regulations with regal to safety including, but without limitation. the
Occupational Safety and I Icalth Act of 1970 and all miss and regulations issued pursuant thcrctn.
Revised 03/2016