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HomeMy WebLinkAbout405697 MASIMO AMERICAS INC - PURCHASE ORDER - 9111746PURCHASE ORDER PO Number Page City OfCollins ��� 9111746 t of z Fort Colli n �+ This number must appear J on all invoices, packing slips and labels. Date: 03/30/2011 Vendor: 405697 Ship To: TRAINING FACILITY MASIMO AMERICAS INC POUDRE FIRE AUTHORITY 40 PARKER 3400 WEST VINE IRVINE California 92618 FORT COLLINS Colorado 80521 Foy.. Fjl —J�( - 01 Sf-&Ve Cohhey Delivery Date: 03/30/2011 Buyer: ED BONNETTE Note: PER QUOTATION #41153 FROM STEVE CONNEY. PLEASE SHIP TO ATTN CAPT JIM HERRINGTON; CONTACT #(970)416-2892. Line Description Quantity Ordered UOM Unit Price Extended Price monitors/sensors 1 LOT LS 3,851.00 for new BC vehicle Total $3,851.00 C3. O!l�:oQe� 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 Fan Collins is exempt room state and local taxes. Our Exemption Number is 98b1502. Federal Excise Tax Exemption Cenificate of Registry W-6000587 is registered .with the Collector of Internal Revenue. Denver, Colorado (Rcf. Colorado Revised Statotes 1973. Chapter 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to med specifications. either when shipped or due to defects of damage in transit may be returned to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fort C.I1m, Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hcrcof, failure or delay in exercise any rights or remedies provided herein or by Irv, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for good hereunder or appoint ofthe design, shall not release the Seller of any of the wammics or Obligations of this purchase order and shall not be dcemcd a waiver crane right of the purchaser to insist upon strict performance hereofor any Of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder. nor shall any purponed coal modification or rescission of this purchase onfin by the purchaser operate as a waiver of any of the terms hcrcof. Final Acceptance. Receipt 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 Eon Collins. However. it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting form antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact borne by the Purchase, Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may nowv have or hereafter Freight Terns Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins. CO 80522. unless acquired under federal or state antitrust laws for such overcharges relm ing to the panimt Inn 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 Purchascr pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected form the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments am 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 talcs urine state, municipality, territory Or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vend.r. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by then, by reason of an aascned or established violation of any such laws, regulations ordinances. tales and requirements. Authorization. All panics to this e.n uml agree that the representatives arc, 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 herein set forth and any supplementary or additional terns and conditions annexed hereto or incorporated herein by reference. Any additional or different moms 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 ofthe 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 .(partial late deliveries, shall operate as a waiver of this provision. In the event crafty delay, the Purchascr shall have, in addition to other legal and equitable remedies, the option ofplacing 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 arc beyond its reasonable control and without its fault ofncgligcncc. such acts of God, acts ofcivil or military authorities, governmental priorities 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 crony such delay. the date of delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller wamnts that all good, articles, 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 cam and competence in accordance with accepted standard for work of a similar nature. The Seller agrees to hold the purchaser harmless form any loss, damage or expense which the purchaser may suffer or incur on account ofthe Scllcr. breach of warranty. The Scllcr shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms crony applicable wamnty pmvidcd by the Scllcr after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting form imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty . Except as otherwvise pmvidcd in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing mammies 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 TERMS. The Purchascr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The purchaser may make any changes to the terms, other than legal tans, including additions to or deletions foam the quantities originally ordered in the specifications or drawings, by verbal ar written change order. If any such chance affects the amount due or the time ofperfomnnee hereunder, an equitable adjustment shall be nradc. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goads then not shipped, subject to any equitable adjustment bctann the panics as to any work or materials then in progress pmvidcd that the Purchaser shall not be liable for any claims for antieipmed 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 urine Seller with respect to any goods which arc the Scllcrs standard sick. No such termination shall relieve the Purchascr or the Seller crafty of fl cir obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assured within thirty (30) days from the date the change or termination is ordered. 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 are 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 arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the purchaser hamlcs from .all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, at convey this order, many ,tonics due or to become duc hereunder without the prior w7mcn consent of the other party. 10. TITLE. The Seller wamnts full, clear and unrestricted title to the Purchaser for all equipment materials and items Furnished in Performance of this agreement. free and clear of any and all liens, restrictions, reservations, security interest etuumbmnees and claims of onccm. 13. PURCHASERS PERFORMANCE OF S17LLERS OBLIGATIONS. Film Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller —and the Seller Immancr indicates its inability or unwillingness to comply. the Purchaser may cause the work to be performed by the most expeditious means available to il. and the Seller shall pay all costs associated with such work. 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 (null of negligence of the party released and shall extend to the directors, officers and employees ofsuch party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because .such work is performed or caused to he performed by the Purchascr. 14, PATENTS. Whenever the Seller is required to use any design, device. material or Fo rees covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchascr from any and all claims for infringement by reason of the use of such patented design, deice, material or process in connection with the contract, and shall indemnify the Purchascr for any cowl. 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 cquipmait or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own cxpcose and at its option either procure for the Purchaser the right to continue using said equipment or pans. replace the same milli substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business. this order may forthwith he canceled by the Purchascr without liability. 16. GOVERNING LAW. The definitions of Icros used or the interpretation of the agreement and the rights ofall panics hereunder shall be construcill under and governed by the laws of the State of Colomdn. USA. The following Additional Conditions apply only in cases where the Seller is In perform work hereunder. including the services OfSellers, Represcnmtivc(s), on the premises of otliers. 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 array accident, destruction or injury to the work and/or materials before Scllces final completion and acceptance, complete the cork at Seller's awn expense and to the satisfaction of the Purchascr. When materials and equipment arc furnished by others for installation or erection by the Seller. the Seller shall receive, unload, store sad handle same at the site and become responsible lhcmfor as though such materials and/or equipment were being furnished by the Seller under the order. 19. INSURANCE. The Seller .shall, at his own expense, provide for the payment of workers compensation. including occupational disease benefits, to its employees employed an or in connection with the stork covered 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 nor limited to, contractual and automobile public liability insurance -uh bodily injury and death limits of at (cast S300,000 for any one person. S500.000 for any one accident and pmpcny damage limit per accident of S400.000. The Seller shall It cruise require his contractors, irony. to provide for such compcn.sntion and insurance. Before any ofthe Sellers or his contractors employees shall do any work neon the premises of others, the Scllcr shall furnish the Purchascr with i fertificmc that such compensation and insurance have been pmvidcd. Such certificates shall specify the date when such compensation and instance have been pmvidcd. Such certificates shill specify the date when such compcnwrion and insurance expires The Seller agrees that such compensation and insurance shall be maintained until offer the entire work is aamplctcd and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assmmues the entire responsibility and liability for any and all damage. loss or injury of any kind or nature whatsoever to persons or property caused by Or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harndcc the Purchascr and any on all of the Purchasers officers, agents and employees from and against any and all claims. losses. damages, charges or expenses, whether direct or indiecl, and mhoner to persons or property In is Inch the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller. any of his contactors, or any of the Sellers or contractors affects. agents or employees. In ease any suit or Other proceedings shall be brought against the Purchase, or its offices. agents or employees al any time nu 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 Scllcrs own cspowe, to pay any and all costs, charges, attorneys 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 suits or other ficaccedings, and in case judgment or other lien be placed upon or obtained against the property ofthe Purchaser. or said panics in or as a result of such suits or other proceedings, the Seller will at once cause the same to be disolvcd and discharged by giving bond or otherwise. The Scllcr and his contractors shall take nil safety precautions, furnish and install ill guards necessary for the prevention of nccidcats, comply with all laws and regulations with regard In safety including, but mithono limitation. the Occupational Safetyand Ihealth Act of 1970 and all miles and rego lot ions issued pursuant thereto. Revised 03/2010