HomeMy WebLinkAbout132950 TELEDYNE LEEMAN LABS - CONTRACT - PURCHASE ORDER - 91053386 Wentworth Drive
Hudson, NH 03051
603-886-8400 Tel.
603-886-4322 Fax
Affpj® TELEDYNE INSTRUMENTS
Leeman Labs
A Teledyne Technologies Company
LIMITED MAINTENANCE AGREEMENT
DATE
USTOMER P.O. NO.
T
PHONE NO.
CONTACT
CHANNELS
TERRITORY
7/8/10
970-221-6939
Jason Graham
NAME (HEREINAFTER "CUSTOMER")
PARTS:
City of Fort Collins, Pollution Control Lab
INCLUDED (except consumables, see exclusions listed below)
STREET
MAXIMUM Scheduled (PM) Depot Emergency
PO Box 580
NUMBER OF VISITS: NONE NONE NONE
CITY STATE ZIP
M-F 8:30A-5:OOP
Fort Collins CO 80522
PERIOD OF TECHNICAL PHONE SUPPORT: UNLIMITED Excl, Holidays
INSTALLATION LOCATION (SITE)
3036 Environmental Drive
TELEPHONE RESPONSE TIME: 4HRS OR LESS
TRAVEL EXPENSES
FREIGHT
NOT INCLUDED
I SHARED
ON -SITE LABOR AND RESPONSE TIME: NOT INCLUDED
ITEM
INSTRUMENT MODEUDESCRIPTION
INSTALL #
COMMENCEMENT DATE
ANNUAL
QUARTERLY
PRICE
PRICE
1
HYDRA AFG+
62891
10/15/10 - 10/14/11
$3,125.00
$3,125.00
2
3
CONSUMABLE
PARTS (not included) AND ADDITIONAL EXCLUSION
TOTAL
$3.125.00
$3,125.00
Sample uptake,process & drain assy,smpUdispenser tips,gas feed tbg,liq/gas separator,
drying Iube,Nafon dryer,nnse cup assy,fuses,pump head & damps,reductant/rtnse bds,
sample/standardsracks and cups,opficalcell,gokltrap/fumace tube assy,mercurylamp,
MULTI -YEAR DISCOUNT 10%
N/A
N/A
COP assy,o-dngs,reagent blls,reagenl cap/straws,reagent tubing,vapor barrferslcaps
and frames,dspenservalves,iglgas manifold,00mputer,monitor,pdnter& peripherals.
QUARTERLY PAYMENT FEE 5%
$156.25
Any olher non -Leeman purchased or manufactured parts.
Pans damaged by chemical exposure.
ANNUALPAYMENI
$3,125.00
N/A
Acceptance of this offer is expressly limited to
AMOUNT DUE EACH QUARTER
$820.31
the Teledyne Leeman Labs Terms & Conditions.
PRICE I
PRICE
SUBJECT TO CREDIT APPROVAL
ANNUAL I
QUARTERLY
ORDER WRITTEN BY
PHONE #
PRODUCT LINE:
Ed DelliColli
603-521-3272
PS200/AP200/II,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:
SIGNED
ACCEPTED:
v SIGNED
I C)
Ed DelliColli
O`
ram' TITLE Service Contract Coordinator
DATE J- 7-3 -1 o DATE
Rev 08/17/2007
Form #05-1005-1
AWN,TELEDYNE INSTRUMENT
Leeman Labs
A Teledyne 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 101/6 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
REV 12/13/2001
TERMS AND CONDITIONS OF SALE (Services)
1. DEFtNtTIONS
"Seller' means Teledyne Leeman Labs, a business unit of Teledyne Tekmar
Company. "Buyer" means the legal entity purchasing Goods from Seller. "Services
means the services offered by Seller and/or purchased by Buyer. 'Offer" means any
quote, proposal, or offer to sell Goods provided by Seller to Buyer. 'Order" means any
purchase order or similar, instrument issued by Buyer to Seller to purchase Services.
Seller and Buyer 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 Seller to Buyer and all
Buyer's Orders accepted by Seger only for the equipment identified by the Install
Number delineated on the face of the Order. Acceptance of Buyer's Order, and any
changes or amendments thereto, is expressly conditioned upon Buyers assent to
these terms and conditions. Unless specifically agreed to in writing by a duly
authorized representative of Seller, Seller objects to, and is not bound by, any terms or
conditions that differ from or add to the terms and conditions specified herein. Sellers
failure to object to any terms and conditions or any other provisions contained in any
communication from Buyer, including, but not limited to, Buyer's Orders, does not
waive any of the terms and conditions specified herein. Sellers acceptance of any
resulting Order or Buyer's receipt of Goods, whichever occurs first, will conclusively
evidence Buyer's unconditional acceptance of these terms and conditions.
3. PRICES
Unless staled otherwise in writing by Seger, 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 Sellers Offer. The prices offered apply only to the specific
scope of Services and schedules set forth in Seller's Offer. Any variations may
necessitate a price and/or schedule adjustment
4. CREDIT APPROVAL AND PAYMENT
Buyer may select a payment program ('Service Fee") (subject to credit approval of
Buyer by Seger) as specified on the face of the Order only upon the commencement of
the Order. The Seiler will issue invoices to the Buyer in advance. Credit terms and
performance of work are at all times subject to the approval of Seller's Credit
Department
If Buyer fails to fulfill the terms of payment of any prior invoice submitted by Seller, or
if, in the opinion of Seller. Buyers financial condition becomes impaired or
unsatisfactory, Seller 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, unfit past due obligations have been
paid and Seller has received acceptable assurance regarding Buyers prompt payment
of future obligations. All amounts due to Setter but not paid by Buyer on the due date
bear interest payable by Buyer to Seller 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 (fi) 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 became due until the date
payment is received by Seller. Buyer will also be liable to Seller for any expenses
incidental to collection of past due amounts, including reasonable attorney's fees and
court costs. In the event of Buyers bankruptcy or insolvency, Seller 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 Seller agrees to perform all necessary repair Services and standard preventative
maintenance of the equipment specified on the face of the Order. The Seger will
perform the Services (a) in a professional and workmanlike manner, (b) in accordance
with applicable professional and industry standards, 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 Sellers specifications for the equipment
Parts that are replaced by the Seller become the property of the Seger. The
determination as to whether to repair or replace equipment or related parts will be at
the sale discretion of the Seger.
pPF, TELEDYNE LEEMAN LABS
Icic;dync I ekm7ar Company
back to the Seller, 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 part's 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 Seller will be made F.O.B. Seller's place of shipment, as defined in the
Uniform Commercial Code. All international shipments will be Seller are Ex -Works, as
defined by INCOTERMS 2000. Risk of loss for Goods will transfer to Buyer upon Seller
presenting Goods to carrier. If Seller prepays shipping, insurance, or other related
costs, Buyer agrees to reimburse Seller promptly for the actual costs incurred by
Seller.
6. SERVICE EXCLUSIONS
Specifically excluded from coverage under the Order is any damage beyond control of
the Seller 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 Seller,
g) Use other than that for which the equipment is intended pursuant to Sellers
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 Seller holidays) unless otherwise specified in the Order. Service provided
beyond the scope of the Order will be invoiced to the Buyer at the Seller'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 Buyer will provide
the Seller, or its designated representative's, access to the site where the equipment is
located. Should Buyer require Service, please contact Seller's Buyer 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 Seller'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'inslallation requirements, including, but not limited to, environmental and
electrical specifications, the Sellers obligations under the Order will be suspended
until the Buyer satisfies the site requirements. Notwithstanding such suspension, the
Buyer will be obligated to continue paying the Service Fee provided hereunder. In the
event the Buyer moves the equipment, or any part thereof, from the original site, the
Seller 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 Seller.
9. SCHEDULES AND FORCE MAJEURE
Seger is not liable for any delays in performing the Services due to force majeure,
including, but not limited to, weather conditions, ads 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 Seller. In the event of such delay, Seller will promptly notify
Buyer 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, Seller and Buyer 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 lax
applicable to the manufacture, sate, or lease of products or equipment will be added to
the invoice and must be paid by Buyer, unless the Buyer provides Seller with a tax
exemption certificate acceptable to the applicable taxing authority.
Unless otherwise stated, freight expenses will be shared equally between the Seller
and the Buyer. The Seller will be responsible for freight casts incurred for premium
shipments. The Buyer will be responsible for packing and shipping any defective parts
0 Teledyne Teduwlogies Incorporated Page 1 of 2 RsesenMap* 31X moo
11. TERMINATION FOR CONVENIENCE
Either Party may terminate Buyers Order for convenience upon providing the other
Party thirty (30) days advance written notice Upon termination by the Buyer, the Seller
will refund to the Buyer any unused portion of the Service Fee, prorated through the
date of termination. Upon termination by the Seller, the Seller will refund to the Buyer
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 tot all Services renderer)
under the Order.
12. TERMINATION FOR DEFAULT
Either Party may terminate the Order it the other Party breaches a material provision of
this Agreement or of the Order. In the event that a Party (tile "Defaulting Party) is in
breach of a material provision of this Agreement or the Order, the offer 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 are the breach wilhin the cure period, the
Non-Delauffing Party may terminate the Order
13. CHANGES ORDERS AND AMENDMENTS
All change order requests must be submitted by the Buyer to the Seller in writing and
will not be effective unless and until Seller consents in writing to the change Seller will
advise Buyer in writing of the price and/or delivery schedule impact, if any, of file
change request, Seller's acceptance of changes will be subject to Buyer's agreement
to any price and/or delivery schedule adjustments.
14. INSURANCE
Seller agrees to carry and maintain the minimum following insurance from reputable
carriers:
a. Commercial General Liability Insurance with a combined single limit of not
less than $1,000,000 per occurrence and in the aggregate- All policies shall
include coverage for blanket contractual liability assumed hereunder and
b. Statutory Coverage Workers' Compensation Insurance fincluding
Occupational Disease Coverage) in accordance with the laws of the states
where the Services will be performed.
Seller will provide Buyer with certificates of insurance issued by the carriers evidencing
the above coverages prior to commencement of Services.
15. LIMITED WARRANTY
THE SELLER 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 SELLER'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. THE SELLER'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
SELLER 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.
16. LIMITATION OF LIABILITY
THE SELLER 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 SELLER HAS BEEN
ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES, (II) PERSONAL INJURY
OR PROPERTY DAMAGE, UNLESS CAUSED BY THE SELLERS'S NEGLIGENCE
OR WILLFUL MISCONDUCT, (III) DAMAGES (REGARDLESS OF THEIR NATURE)
CAUSED IN WHOLE BY THE PURCHASER'S NEGLIGENCE OR 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 SELLER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR
ANY ORDER DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL. THE
SELLERS'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 SUPFR$LUt=ANY
PROVISION OF THE TERMS AND CONDITIONS OF SALE THAT MAY BE
INCONSISTENT.
17, ARBITRATION AND LAW
Disputes that arise under this Agreement or Buyer'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 Buyer's Order.
18. ASSIGNMENT
Buyer may not assign or transfer the Order or any Order, in whole or in part, without
Idle prior written approval of Seller.
19. ETHICS AND VALUES
Seller is committed to uncompromising ethical standards, strict adherence to law, and
Buyer satisfaction. Buyer 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.
20. EXPORT COMPLIANCE: FOREIGN CORRUPT PRACTICES ACT
For any resale, export, or re-export of materials, products, technical date, or
information. Buyer must comply with all applicable export regulations, export licensing
requirements, and the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C.
§§ 78dd1 through 78dd3, as amended.
21. 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.
22. SURVIVAL
The following Article will survive the termination or expiration of this Agreement or any
Omer: L Definitions; 4: Credit Approval and Payment; 10: Taxes; 9: Schedules and
Force Majeure; 11, Termination for Convenience; 12: Termination for Default; 15:
Limited Warranty; 16: Limitation of Liability; 17: Arbitration and Law; 18: Assignment,
20: Export Compliance; Foreign Corrupt Practices Act; 21: Unenforceable Provisions;
and.22: Survival.
23. 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 Parties.
End of Document -
0 Teledyne TechnoNies IncaMared Page 2 of 2 RevWm march w, 2010
TELEDYNE INSTRUMENTS
iffolt
Leeman Labs
A Teledyne Technologies Company
July 2, 2010
Jason Graham
City of Fort Collins
Pollution Control Lab
PO Box 580
Fort Collins, CO 80522
Dear Mr. Graham,
Our records indicate that the Maintenance Agreement on your Hydra AFG+ Analyzer,
installation number 62891, will expire on 10/14/10.
The Teledyne Leeman Labs Full Maintenance Agreement delivers the best possible protection for
controlling against any unexpected problems or unforeseen cost that can arise. Teledyne Leeman
Labs is committed to serving you and maintaining our reputation as the industry leader in service
satisfaction.
Enclosed is a copy of the Service Agreement Overview that briefly describes the differences
between our Full and Limited maintenance agreements. The agreement format has been updated
and a quotation for the Full Maintenance agreement has been enclosed for your review.
Teledyne Leeman Labs would like you to join in the growing number of satisfied customers
covered by our maintenance agreement programs.
We are offering a 10% discount for multi -year and 5% for multi -instruments covered under the
Full Service Agreement. Also, we have a program that will give back a portion of your
maintenance agreement investment. The program provides points that can be accumulated and
converted to dollars. The dollars can then be applied toward the purchase of new Teledyne
Leeman Labs instrument. For details, see the enclosed sheet titled Loyalty Program.
Please sign and return the agreement that most appropriately suits your needs, along with a hard
copy purchase order, so that coverage can continue. All agreements are subject to credit
approval.
If you would like further information, please call me at 603-521-3272.
Sincerely,
'�'
Ed DelliColli
Service Contract Coordinator
Teledyne Leeman Labs, Inc.
Encl: Full Service Agreement Loyalty Program
Service Agreement Overview Service Contracts Standards Program
Terms and Conditions