HomeMy WebLinkAbout132950 TELEDYNE LEEMAN LABS - CONTRACT - PURCHASE ORDER - 88561076 Wentworth Drive
Hudson, NH 03051
603-886-8400 Tel.
603-886-4322 Fax
TELEDYNE INSTRUMENTS
Leeman Labs
A Teledyne Technologies Company
FULL MAINTENANCE AGREEMENT
DATE
CUSTOMER P.O. NO.
PHONE N0.
CONTACT
CHANNELS
TERRITORY
9/30/08
970-221-6939
Jason Graham
0
NAME (HEREINAFTER "CUSTOMER")
PARTS:
City of Fort Collins, Accounting Dept.
INCLUDED (except consumables, see exclusions listed below
STREET
PO BOX 580
MAXIMUM Scheduled (PM) PER YEAR Emergency
NUMBER OF VISITS. One (1) Three(3)
CITY STATE
M-F 8:30A-5:00P
Fort Collins CO 80522
PERIOD OF TECHNICAL PHONE SUPPORT: UNLIMITED Excl. Holidays
INSTALLATION LOCATION (SITE)
3036 Environmental Dr.
TELEPHONE RESPONSE TIME: 4HRS OR LESS
TRAVELEXPENSES
FREIGHT
INCLUDED
SHARED
ON -SITE LABOR AND RESPONSE TIME: INCLUDED 48HRS OR LESS
ITEM
INSTRUMENT MODEL/DESCRIPTION
INSTALL #
COMMENCEMENT DATE
ANNUAL
QUARTERLY
PRICE
PRICE
1
HYDRA AFG+
62891
10/15/08 - 10/14/09
$5,650.00
$5,650.00
2
SPECIAL DISCOUNT 10%
($565.00)
($565.00)
3
CONSUMABLE PARTS (not included) AND ADDITIONAL EXCLUSIONS
TOTAL
$5,085.00
$5,085.00
MULTI -UNIT DISCOUNT 10%
N/A
N/A
Shot lnlro.Assy,Pmp Tbg and Smpl Tip Filter Assy,Smpl Into Backplate,lnput
Mirror,Autosampler Tubes and Racks,Water Fittings-external,Water Lines -external,
QUARTERLY PAYMENT FEE 5%
$254.25
Oscillator Tube,Optical Purge Window,Computer, Monitor and Printer,Refrigerating
Chiller
ANNUAL PAYMENT
$6,085.00
N/A
Acceptance of this offer is expressly limited to
AMOUNT DUE EACH QUARTER
I
1 1,334.81
PRICE
PRICE
the Teledyne Leeman Labs Terms & Conditions.
SUBJECT TO CREDIT APPROVAL
ANNUAL
QUARTERLY
ORDER WRITTEN BY
PHONE #
PRODUCT LINE:
Ed DelliColli
1 603-521-3272
HYDRA AA, HYDRA PREP & HYDRA AF SERIES
Prices will be adjusted to include taxes.
The parties have signed this Agreement on the dates set forth below.
CUSTOMER: /J
SIGNED
l /
TITLE tz C X0/ZD
DATE
Rev 08/17/2007
Form #05-1006-1
ACCEPTED:
SIGNED
Ed DelliColli
TITLE Service Contract Coordinator
DATE
Loyalty Program
This Program rewards our maintenance agreement customers by providing an
opportunity to protect their investment while also accumulating points that can
be applied towards the purchase of a new Teledyne Leeman Labs instrument.
Effective 1/1/07, a percentage of the annual maintenance agreement price
will be converted to points; the points can only be applied toward the purchase
of a new Teledyne Leeman Labs instrument. The percentage credited Is based
on the number of consecutive years the maintenance agreement has been in
effect. See the table below:
For example,
Typical ICP Agreement
Year
Price
Credit %
Annual Points
1
$8,850.00
20
1,770
2
$9,230.00
20
1,846
3
$9,620.00
20
1,924
4
$10,130.00
20
2,026
5
$10,585.00
20
2,117
6
$11,200.00
25
2,800
7
$11,740.00
25
2,935
8
$12,490.00
25
3,123
Total Points 18,541
Typical Mercury
Analyzer
Agreement
Year
Price
Credit %
Annual Points
1
$4,575.00
10
458
2
$4,810.00
10
481
3
$5,060.00
10
506
4
$5,320.00
10
532
5
$5,590.00
10
559
6
$5,700.00
10
570
7
$6,100.00
15
915
8
$6,300.00
15
945
Total Points 4,966
To qualify for the program, the maintenance agreement coverage must be
continuous. Each point is equal to $1.00; there is a lifetime cap of 19,000
points towards Prodigy/Prism ICP, 15,000 points towards a Profile ICP and
5,000 points for Mercury analyzers. All points will expire 1 year from the date
of the last maintenance agreement expiration date.
This program is void where prohibited by law
pqTELEDYNE LEEMAN LABS
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Focused on atonic Spectroscopy, Committed to Your Success.
TERMS AND CONDITIONS OF SALE (SERVICES)
1. DEFINITIONS
"Contractor' means Teledyne Leeman Labs, a business unit of Teledyne
Instruments, Inc. "Customer" means the legal entity purchasing Goods from
Contractor. "Services" means the services offered by Contractor and/or
purchased by Customer. "Offer' means any quote, proposal, or offer to sell
Goods provided by Contractor to Customer. "Order' means any purchase order
or similar instrument issued by Customer to Contractor to purchase Services.
Contractor and Customer are sometimes referred to herein individually as a
"Party' and collectively as the "Parties'.
2. ACCEPTANCE
The terms and conditions included in this "Terms and Conditions of Sale"
document (hereinafter, this "Agreement") apply to all Offers made by Contractor
to Customer and all Customers Orders accepted by Contractor only for the
equipment identified by the Install Number delineated on the face of the Order.
Acceptance of Customer's Order, and any changes or amendments thereto, is
expressly conditioned upon Customers assent to these terms and conditions.
Unless specifically agreed to in writing by a duly authorized representative of
Contractor, Contractor objects to, and is not bound by, any terms or conditions
that differ from or add to the terms and conditions specified herein. Contractor's
failure to object to any terms and conditions or any other provisions contained in
any communication from Customer, including, but not limited to, Customers
Orders, does not waive any of the terms and conditions specified herein.
Contractor's acceptance of any resulting Order or Customers receipt of Goods,
whichever occurs first, will conclusively evidence Customers unconditional
acceptance of these terms and conditions.
3. PRICES
Unless stated otherwise In writing by Contractor, all prices and Service Fees (as
defined below) are stated in U.S. Dollars and the prices offered are valid for a
period of thirty (30) days from the date of Contractor's Offer. The prices offered
apply only to the specific scope of Services and schedules set forth in
Contractors Offer. Any variations may necessitate a price and/or schedule
adjustment.
4. CREDIT APPROVAL AND PAYMENT
Customer may select a payment program ("Service Fee") (subject to credit
approval of Customer by Contractor) as specified on the face of the Order only
upon the commencement of the Order. The Contractor will issue invoices to the
Customer in advance. Credit terms and performance of work are at all times
subject to the approval of Contractor's Credit Department.
If Customer fails to fulfill the terms of payment of any prior invoice submitted by
Contractor, or if, in the opinion of Contractor, Customers financial condition
becomes impaired or unsatisfactory, Contractor reserves the right to change,
without notice, the terms of payment and/or delay or discontinue further
performance of Services, without prejudice to any other available legal remedies,
until past due obligations have been paid and Contractor has received acceptable
assurance regarding Customer's prompt payment of future obligations. All
amounts due to Contractor but not paid by Customer on the due date bear
interest payable by Customer to Contractor in U.S. Dollars at a rate that is equal
to the lesser of (i) one and one-half percent (1.5%) per month, or (ii) the
maximum interest rate permitted under applicable law. Interest accrues on the
balance of unpaid amounts as of the date on which portions of those amounts
become due until the date payment is received by Contractor. Customer will also
be liable to Contractor for any expenses incidental to collection of past due
amounts, including reasonable allorney's fees and court costs. In the event of
Customer's bankruptcy or insolvency, Contractor is entitled to terminate any
Order then outstanding and to receive reimbursement for termination costs and
expenses pursuant to Article 13, Termination for Default.
5. SCOPE OF SERVICES; SHIPPING AND FREIGHT
The Contractor agrees to perform all necessary repair Services and standard
preventative maintenance of the equipment specified on the face of the Order.
The Contractor will perform the Services (a) in a professional and workmanlike
manner, (b) in accordance with applicable professional and industry standards,
TELEDYNE LEEMAN LABS
and (c) in compliance with all applicable laws. The provision of parts, on -site
Service, freight, and travel expenses are included only if specified on the face of
the Order. Parts supplied under the Order will be new or reconditioned and will
meet the Contractor's specifications for the equipment. Parts that are replaced by
the Contractor become the property of the Contractor. The determination as to
whether to repair or replace equipment or related parts will be at the sole
discretion of the Contractor.
Unless otherwise stated, freight expenses will be shared equally between the
Contractor and the Customer. The Contractor will be responsible for freight costs
incurred for premium shipments. The Customer will be responsible for packing
and shipping any defective parts back to the Contractor, freight prepaid, within
fourteen (14) days of discovery of the defect, Replacements for any parts not
returned within such fourteen (14) day period will be invoiced at the parts full list
price. Analytical assistance, methods development, and operator training are not
included under the Order. Consumable supplies and accessories are not included
under the Order, but may be purchased separately. A listing of consumable parts
are described on the face of the Order. All domestic shipments by Contractor will
be made F.O.S. Contractor's place of shipment, as defined in the Uniform
Commercial Code. All international shipments will be Contractor are Ex -Works,
as defined by INCOTERMS 2000. Risk of loss for Goods will transfer to Customer
upon Contractor presenting Goods to carrier. If Contractor prepays shipping,
insurance, or other related costs, Customer agrees to reimburse Contractor
promptly for the actual costs incurred by Contractor.
6. SERVICE EXCLUSIONS
Specifically excluded from coverage under the Order is any damage beyond
control of the Contractor and any Services or parts required as a result of:
a) Accident, fire, earthquake, explosion, or flood;
b) Neglect or misuse;
c) Storage or operation in an adverse climate or dirty environment;
d) Unauthorized moving of the equipment;
e) Failure of electrical power to remain within the specified limits;
f) Repairs or modifications performed by personnel not authorized by
Contractor;
g) Use other than that for which the equipment is intended pursuant to
Contractor's specifications.
7. SERVICE HOURS
All Services provided under the Order will be performed at mutually agreeable
times during normal working hours (8:30 a.m. to 5:00 p.m., Monday through
Friday, excluding Contractor holidays) unless otherwise specified in the Order.
Service provided beyond the scope of the Order will be invoiced to the Customer
at the Contractor's prevailing field service rates, inclusive of applicable travel and
living expenses, travel time, and Service labor. No Service will be provided
beyond the scope of the Order without the prior agreement of both Parties.
During the term of the Order, the Customer will provide the Contractor, or its
designated representative's, access to the site where the equipment is located.
Should Customer require Service, please contact Contractor's Customer Service
Center located in Hudson, New Hampshire at (800) 533-6267. Please provide the
Install Number listed on the face of the Order to help expedite the Service
response.
8. SITE APPROVAL
The Contractor's service representative may from time to time inspect the site
where the equipment to be serviced is located. Should the site fail to satisfy the
requirements of the original installation requirements, including, but not limited to,
environmental and electrical specifications, the Contractor's obligations under the
Order will be suspended until the Customer satisfies the site requirements.
Notwithstanding such suspension, the Customer will be obligated to continue
paying the Service Fee provided hereunder. In the event the Customer moves the
equipment, or any part thereof, from the original site, the Contractor reserves the
right, in addition to all other rights it has with respect to site approval, to adjust the
Service Fee effective immediately to reflect any increased Service and/or travel
costs and to impose a reinstallation charge for any additional site survey costs or
related costs incurred by the Contractor.
Page 1 of 2 Revision August 1, 2008
9. SCHEDULES AND FORCE MAJEURE
Contractor is not liable for any delays in performing the Services due to force
majeure, including, but not limited to, weather conditions, acts of God, acts of civil
or military authorities, fires, strikes, job actions, floods, earthquakes, epidemics,
quarantine restriction, war, terrorism, riot, supplier or vendor delays, or any other
causes beyond the reasonable control of Contractor. In the event of such delay,
Contractor will promptly notify Customer and the date(s) of delivery will be
deferred for a period commensurate with the time lost due to the delay. If the
excusable delay under force majeure continues for more than ninety (90) days,
Contractor and Customer will each have the option of terminating the affected
Order(s).
10. TAXES
The amount of any present or future sales, use, excise, import duty, or other tax
applicable to the manufacture, sale, or lease of products or equipment will be
added to the invoice and must be paid by Customer, unless the Customer
provides Contractor with a tax exemption certificate acceptable to the applicable
taxing authority.
11. TERMINATION FOR CONVENIENCE
Either Party may terminate Customer's Order for convenience upon providing the
other Party thirty (30) days advance written notice. Upon termination by the
Customer, the Contractor will refund to the Customer any unused portion of the
Service Fee, prorated through the date of termination. Upon termination by the
Contractor, the Contractor will refund to the Customer the lesser of (a) the
unused monthly prorated amount minus fifteen percent (15%), or (b) the
difference between the Order price minus the list price for all Services rendered
under the Order.
12. TERMINATION FOR DEFAULT
Either Party may terminate the Order if the other Party breaches a material
provision of this Agreement or of the Order. In the event that a Party (the
"Defaulting Party") is In breach of a material provision of this Agreement or the
Order, the other Party (the "Non -Defaulting Party") will submit a written cure
notice to the Defaulting Party advising of such breach. The Defaulting Party will
have five (5) days to cure the breach. If the Defaulting Party does not cure the
breach within the cure period, the Non -Defaulting Party may terminate the Order.
13. CHANGES ORDERS AND AMENDMENTS
All change order requests must be submitted by the Customer to the Contractor
in writing and will not be effective unless and until Contractor consents in writing
to the change. Contractor will advise Customer in writing of the price and/or
delivery schedule impact, if any, of the change request. Contractor's acceptance
of changes will be subject to Customers agreement to any price and/or delivery
schedule adjustments.
14. INSURANCE
Contractor agrees to carry and maintain the minimum following insurance from
reputable carriers:
Contractor will provide Customer with certificates of insurance issued by the
carriers evidencing the above coverages prior to commencement of Services.
15. LIMITED WARRANTY
THE CONTRACTOR IS NOT LIABLE FOR ANY LOSS OR DAMAGE
RESULTING FROM ANY CAUSE WHATSOEVER RELATING TO THE
SERVICES PROVIDED FOR HEREUNDER, EXCEPT THAT WHICH RESULTS
FROM THE CONTRACTOR'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. THE CONTRACTOR'S SOLE OBLIGATION WITH RESPECT
TO SUCH LOSS OR DAMAGE IS TO RE -PERFORM ANY SERVICE NOT
DEEMED APPROPRIATE. THE FOREGOING WARRANTY OBLIGATION IS
TERMINATED IN THE EVENT ANY OF THE SERVICE EXCLUSIONS
DELINEATED ABOVE ARE PRESENT OR OTHERWISE APPLICABLE. THIS
WARRANTY IS VALID UNTIL THE EXPIRATION OF THE ORDER UNLESS
OTHERWISE SPECIFIED ON THE FACE OF THE ORDER. THE
CONTRACTOR HAS NO OTHER RESPONSIBILITY OR LIABILITY WITH
RESPECT TO THE SERVICES PROVIDED. THE FOREGOING LIMITED
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
CONTRACTOR IS NOT LIABLE FOR ANY (1) SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE, OR
ADMINISTRATIVE DAMAGES ARISING FROM OR RELATED TO THE
SERVICE PROVIDED HEREIN, INCLUDING, WITHOUT LIMITATION, LOSS OF
REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER
BENEFITS, EVEN IF THE CONTRACTOR HAS BEEN ADVISED OF THE
POSSIBILITIES OF SUCH DAMAGES, (II) PERSONAL INJURY OR PROPERTY
DAMAGE, UNLESS CAUSED BY THE CONTRACTORS'S NEGLIGENCE OR
WILLFUL MISCONDUCT, (III) DAMAGES (REGARDLESS OF THEIR NATURE)
CAUSED IN WHOLE BY THE PURCHASER'S NEGLIEGENCE OF FAILURE TO
FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY ORDER, OR
(IV) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR
FAILURE BY THE CONTRACTOR TO PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT OR ANY ORDER DUE TO ANY CAUSE BEYOND ITS
REASONABLE CONTROL. THE CONTRACTORS'S LIABILITY FOR DAMAGES
FOR ANY CAUSE WHATSOEVER (EXCLUSIVE OF PERSONAL INJURY OR
PROPERTY DAMAGE CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL
WRONGDOING) IS NO MORE THAN THE TOTAL PRICE PAID UNDER THE
ORDER, THESE PROVISIONS SUPERSEDE ANY PROVISION OF THE
TERMS AND CONDITIONS OF SALE THAT MAY BE INCONSISTENT.
16. ARBITRATION AND LAW
Disputes that arise under this Agreement or Customer's Order that cannot be
settled amicably by the Parties will be settled by arbitration in Concord, New
Hampshire in the United States of America under the prevailing rules of the
commercial conciliation and arbitration rules of the American Arbitration
Association. Judgment upon the arbitration award or decision may be entered in
any court of competent jurisdiction. Arbitration awards and decisions are subject
to Article 18, Limitation of Liability. The laws of the State of New Hampshire,
excluding its conflicts of laws provisions and excluding the United Nations
Convention on the International Sale of Goods ("CISG"), govern the interpretation
and enforcement of the Order and Customer's Order.
17. ASSIGNMENT
Customer may not assign or transfer the Order or any Order, in whole or in pad,
without the prior written approval of Contractor.
18. ETHICSANDVALUES
Contractor is committed to uncompromising ethical standards, strict adherence to
law, and customer satisfaction. Customer is encouraged to communicate any
concerns or questions regarding the ethics and value to the Teledyne Corporate
Ethics Help Line, "Take the Right Action", at 1-877-666-6968.
19. UNENFORCEABLE PROVISIONS
In the event that one or more provisions of this Agreement document or any order
is held to be unenforceable, the remaining provisions apply in full and the invalid
or unenforceable provision will be replaced by a provision that lawfully enforces
the Parties' intention underlying the invalid or unenforceable provision.
20. SURVIVAL
The following Article will survive the termination or expiration of this Agreement or
any Order: 1: Definitions; 4: Credit Approval and Payment; 5: Taxes; 6: Shipping
Terms and Risk of Loss; 7: Tooling; 9: Inspection and Tests; 10: Export
Compliance; Foreign Corrupt Practices Act; 11: Delivery Schedules and Force
Majeure; 12: Termination for Convenience; 13: Termination for Default; 15:
Limited Warranty; 17: Indemnification; 18: Limitation of Liability; % Arbitration
and Law; 20: Assignment; 22: Unenforceable Provisions; and 23: Survival.
21. WHOLE AGREEMENT: AMENDMENT
This document is the entire understanding between the Parties, and it
supersedes all previous or additional agreements, arrangements, and drafts. This
document may be amended or modified only by written agreement of duly
authorized representatives of both Par ies.
Page 2 of 2 Revision August 1, 2008
AWA qL'%k TELEDYNE INSTRUMENT',
Leeman Labs
ATeledyne Technologies Company
Service Agreement Overview
(Mercury and Cyanide* analyzers and preparation systems only)
FULL MAINTENANCE AGREEMENT — A set -rate comprehensive package
that allows the user to accurately budget in advance for 5 days a week, 8 hours per
day service, excluding weekends and holidays, for each instrument under the
agreement. The fee covers unlimited telephone technical assistance,
replacement* parts, all travel and living expenses associated with one pre -
scheduled preventive maintenance on -site visit or one emergency on -site visit
with priority response for the emergency service. It also includes our Depot
Maintenance service described below and a 10% discount on all PLASMA -PURE
standards
DEPOT MAINTENANCE AGREEMENT — The fee includes all replacement*
parts and unlimited telephone technical support for the instrument under
agreement. It also includes additional depot repair service that allows the user to
return the unit to our repair center for the more complex repairs and ensures a
guaranteed turnaround time of 5 days or less once unit is received. You will also
receive a 10% discount on all PLASMA -PURE standards.
LIMITED MAINTENANCE AGREEMENT — This agreement allows the user
to budget for costs associated with replacement parts and technical support. The
fee covers all replacement* parts and includes unlimited telephone technical
support for the instrument under agreement. This agreement is designed for the
user who performs their own maintenance, requires a fixed cost for replacement
parts and may need extended access to our Technical Support Group to help
diagnose instrument problems. In addition you will receive a 10% discount on all
PLASMA -PURE standards.
*Parts not included are listed on each agreement
*Full agreements not available on Cyanide Analyzers or Cyanide preparation
systems
RP_V 12/13/2001