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HomeMy WebLinkAbout111572 WESTERN UNITED ELECTRIC SUPPLY - PURCHASE ORDER - 9112143 & 9112144PURCHASE ORDER PO Number Page City Of 9112144 1 of z Fort Collins This number must apckipear on all invoices, pang sli s and labels. Date: 04/18/2011 Vendor: 111572 WESTERN UNITED ELECTRIC SUPPLY 100 BROMLEY BUSINESS PKWY BRIGHTON Colorado 80603 Ship To: UTILITY SERVICE CENTER • WA CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/17/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price T3000008; transformer 5 EA 5,085.0000 75kVA; 208Y/120 3P pad T3000008 YARD TRANSFORMER, 75 kVA PAD -MOUNTED COMPARTMENTAL TYPE, THREE PHASE DISTRIBUTION WITH SEPARABLE INSULATED LOAD BREAK HIGH VOLTAGE CONNECTORS. HIGH VOLTAGE RATING: 13200 GRDY/7620. LOW VOLTAGE RATING 208Y/120. SERIAL NUMBER 008 TO BE IN ACCORDANCE WITH SPECIFICATION #368-300-008, REVISION MM, Mfr. - Howard Delivery: 6-8 weeks Guaranteed No Load Loss - 209 Guaranteed Full Load Loss - 807 Guaranteed Total Load Loss - 1016 Impedance- 2.10% Escalation is not applicable 7225 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 Total Invoice Address: 25.425.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522.0580 Purchase Ordcr Tcnns and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Taa esemptioas. By gamic the City of Fan Callins ix exempt fmm mate and lord rasa. Our Esemplimr Number is 11. NONWAIVER. 9944502. Federal Excise Tax Exemption Cenifiam of Registry $4-151IM587 is registered with the Collector of Failure of the Pmmhrt a to insist upon strict pmfomunce of the Brats and conditions hereof. failure nr dcbv to forestal Revenue, Dearer, Colorado (Ref. Colorado Reyised Slamta I973. Chaada 39.26. 114 (a), caamin any rights or remedies provided heroin or by lam. failure lO promptly nitrify the Seller in The went of a breach. the acccTtance ofor payment for grads hereunder or approval of she design. shall ram release the Srllcr of Goods Rejected. GOODS REJECTED due to failure to arear specifications. either when shipped or due To defects of any of the wvrmnties or obligations of This franchise order and shall not be darned a winner of any right of the damage in mamil, may be resumed to you fro credit am am ad to he replaced except upon receipt of women purchaser 10 insist upon most perframarre. hereof nr any of its right or remedies as to any such good, regardless mumsctioa Iron the City of Fan Collins. of when shipped accei veal or Descartes, as to any prior of subscquam default hereunder. nor shall any pnpurtad Dart modification or rescission of lb is purchase order by the purchaser operate as a mnim of any of The tests Insrectioo. GOODS are subject talk City of Fan Collins inspection an ¢rival, hcrenf. Final Acceptance. Receipt of the mcrehadise, sank¢ or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. autborhad payment DO the part of the City of Fen Callins. However. it is In he understand Thar FINAL Seller and life Purchaxr recognize that in actual econmnie practice, encrchages resulting from tranumm ACCEPTANCE is dgTendem upon completion of all applicable onfored inspection preectures. violations are in face home by the Parchaur. Theretofore. for Food cause and as consideration (m executing this purchase order, the Seller hereby assigns an the purchaser say and all claims it may row have at heaafer Freight Tarns. Shipments must be F.O.B.. City of Fart Colline 700 word ST.. Fan Collins, CO RI1522, tmless acquired under federal or state antitrust laws for such nscrchvges relating to the particular goods nr cenicm otherwise specified no chi, aid". If Permission is given co prepay ficigm and charge separately, the original freight Fluctuated or men rod by the Purchaser pursuant to this pmmh sc order. bill muse accompany invoice. Additional charges for picking will not be accepted. - U. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipnnu Disaffect- Where ..fact. hose distributing point, in%wiam pars of the country, shipment is Ifthr Purchaser directs the Seller an forernmmm limningor defective good by o dam to he agreed upn by the expected from the angst discoun an paint b destination. and excess freight will be doductcd fmm Invoice when Pu¢hawr and the Sella. and the Seiler thcreaCer indicates is imlbiliry or umtillingec to comply, the Purchvur .shipmensim made farm Space, distance. may c nue the work to he redprmrl by the most expeditions mcans available to it, and the Scllcr shall pay all ens. assrf ianed milk such work_ Pammvs. Seller shall prrfuee at sellers role coal all naccamay permits, acnlficams and licenses required by all applicable lawsmmlatrom, onlimnca and rob of the s.te. municipality, tcrriMry or Mthical subdivision where the web is parfamed. or required by any other duty comtimtral public stationary turning jurisdiction o'er the work of %na dm. Sella further as. to hold the City of Fan Collins hamlet fmm and against all liability and Inc incurred by than by maw of as asserted or established ykbtion Of any web I., mgublims, oadimnux mlca and requirements. Aulla rianoa All pocks to m6 cwaxl agree Thin the De rescmasiav are, in (era, base fide and Pa. full read compete authority to bind said panics, LIMITATION OF TERMS. This Purchase Order espreasty limit, amcpance TO The trans and conditions slated herein set fmh and any supplementary or additional Tam and conditions aonexed harem at ii mmnnted tenant by refinance. Any additional or different sou and conditions proposed by seller am objected In and hereby mjmtfd. a_. DELIVERY. PLEASE ADVISE PURCHASING AGENT immcdiaady, if you cannot make compkrc garment to arrive ran yar promised delivery date as Dace. Time is of the cnawnce. Delivery and performance musr be affected within she time stated an the purchase Order and the dcurncats smelled honest. No sets of The Purehsarr, including, without limitation aecepurce of penial Ise deliveries shall operate is a waiver of this provision. In The Gent nfany delay. the Purchaser shall have, in addition to ether legal and equitable rsncdla, the notion ofpincing this mderelsewhem and holding the Seller liable For damages. Howevtr, the Seller shall not be liable for damages as a result of delays due to causes nor nationality b asecabk which am beyond is mismanage moons and without is fault of ncgfigc=. such race of God, acts ofcivil or military nufhorilmn. gwammenul priorities. Ira, stoke, food cpidcm ire, wars ar rims provided Thar notice of the conditions causing such delay is green to the Purchaser within IT (51 days of the time when the Seller Grst received kTnwledge thereof. In the mom, of am such delay. the dare of delivery shall be extended for The period equal in the time occultly but by moan of the delay. J. WARRANTY. The Seller warns Thar all goods, anieka. materials and work covcrad by this odic will conform with applicable drawings, specifications, umpka and/or athr der, ptimrs given, will he fit fro the purposes imcnded, and performed with the bighm degree arcane and cwmncuece in accordance with seeeped sumards for work of a simihr ram rm. The Seller agrees in hold the purchaser Isrnkc (man am Ins. damage or expense which the purchaser may writer in location aaoum of lkc Sellers breach of waramr, The Seller shall replace. repair or make good, wither cost in the purchaser. for, dcfas or foulv, arising within one (1) yarns within such longer period of Time as nay he omsenbed by taw orby the ems nfany applicable warnry pmided by the Seller n0er The date of ueccpance of the goad famished hacunder (aeceprancc nm to be umcawnibly dcleycd). rew!bing frons imperfect m defective wank done or nuferials famished by the Seller. Aeccpance m sue of goods by The purchaser shall not .time a swim of any cbim under this ctamaty. Eaccia as mhcimixc provided in chi purchase aide,. the Sell. liability haerMer shall extend to all damages proximately caused by the breach of any of the fomgoiug warranties in gear macs, boo such liability shall in Ter stem include loss of sign, or loss of us, NO IMPLIED WAR RANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Porchasa may make chances in legal lams by wrinen change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may mate any clunyo to the memot other than legal term, ix. Dditg additions to or dOcTfons from ,he quantities originally ordered in the sl`ecificas ions ar drawings, by scribal m wrincn change ardor. If any such change affects the amount due or 0a time of perfaraae harmander. an iWiubk adju macro sh ll be made. 6. TERMINATIONS. The Purchaser may at any one by written change order, tmmima This sgsemcm as t( any or all runions, of rha Sa(d than net shipped. subject to may amiable adjustmcm bttwcen the pmia As to any weer or materials Ihen in progress provided that the Pumha ra shall ram be liable for any claims fro anliciraved praline an the uncmmpleted monist of the good ToWor work, for incidental or comegtamial damages, and That no well adjustment he made in farm of the Sella with Defacer to any good which are like Sellers aranderd mall. No such tarimtion shall rcheye the Purehasen an the Seller of any of thair obligations as to tarry good delivered hcnvrder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment macs he assamed within thirty (30) days from the date the change at tcmimlim is amend. S. COMPLIANCE WITH LAW. The Seller somens That all goods sold hereunder shall have barn produced. sold delisted and furnished in strict compliance with all applicable laws and regulations in which the goods am subject. The Seller shall cecam and deimr such damnualls as may be required To effect or cviderltt compliance. All laws aM Inguubfic ns rmuired to be incognmsed in agramens of this character am hereby incorporsad himia by This reference. The Seller ngr<es To indemnify and hold the Purchaser hamlm from all ems and damaSea suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign. mutt or convey this order, or any mmia due m, m became Inc hcrcumdcr svilhmat the prior wsiven consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted tide to the Pumhsis fro all Nsipmcm, arterials, read items furnished in Performance of This agreement. free and clear of any and all liens, resniaimu. maenuions. senmRy imamm ansembmnca and claim of.dren. The Seller shall release the Purchaser and is contractors of any net form all liability and claims of any Tnrum resulting fmm the Mannencc ofsuch Bork. This Defense shall apply even in the runt of halt of regligcrea of the parry released and shall extend To the directors, offices and cmployccs ofwch piny. The Seller's contractual obligations. including warnry. shall ram be domed in be reduced. in any way. bcause each work is perftmnnd of catscd n he perforad by The Purchaser. 14. PATENTS. Wherever the Seller is required to use any design, dcv;cc. material or process emend by krcr. pa:cm, tmdcmark or copyright the Seller shall imdcmnlfy and awe harmless the purchaser forms am and all claims For infringement by reawm of the use of such rytrntcd design, davies. material or process in connection with the canna t. and shall indemnify the Purchaser far any cost, expose To damage which it may be obliged to pay by oeuon of such infringement at nay time during the pmamoinn or after the completion of the work. In case said equirnam, or any pan Thereof or the intended aw of the goods, is in such suit held to crn%:iartc infrineeuum and the use of said equipment or pan is enjoined, the Seller shall. at ils own expense and at its option. either procure for the Purchaser the right to eominuc using said equipment or pane replace the mine milk substantially equal but noninfringing equipment or modify iu set it becomes mninfringing, 15. INSOLVENCY. If the Seller shall became insol,am or banktupl, mike an assignment fro The bereft or craflimrs. anoint a racirer or taste, for any of the Sellers property or bmxineas. this order may fonhwith be canceled by The Purchaser with., liability. 16. GOVERNING LAW. The dcfanitinna dorms used or the inaemmutiom tithe a arm nem and the righteormi polar, here ode, shall be conemnM underand governed by the lazes niche State of Celmado, USA. The following Additional COrdibma apply only in cases where the Seller I% to perform mark haretmder. including the service% of Selles Raynew tative(s), on the premiss: ofethea. 17. SELLERS RESPONSIBILITY. The Seiler shall carry an said work at Seiler, own risk until rh, same is fully complete and accepted. and shall, in cnsc of any accident destruction or injury to the work and/or materials before Sallee, fiml cana,I,lien and acceptance, complcm the work at Sellers own expense and a the lisfactin. tithe Purchaser. When materials and equipment arc fumishcd by others for installation or erection by the Seller. the Seller shall receive. unload. sanm and handle same at the site and becon¢ marmo ibk thcmhr as though such ma:crias and/or equipment ware bone famished by the Seller under the order. IR. INSURANCE The, Sella shall. na his oven eapeme, provide for the prymeal of workers eompmsadnn, including occupational disease benefit,, to us employees employed an or in connection with be work emacd by In purchase order. and/or to their declaration; in accordance with the bws of the %tire in which the oerk is to be done. The Seller shall also arty cmnprehimunc general liability including. but no limited to. contractual and Our public IinhHiry insurance milk Mdily injury and death limim orm least S)aQMo for any am pers(o. S91o." fro any one accident and parycrty damage limit per accident of SAM.". The Seller shall likconse mquim his mrmams if any, To Dravida, for such compensation and insurance. Ha fate am Of lhe Sollars ar his cmanictors ensployce% shall do any wash upon the promises afmhem, the Seller shall famish the Purchaser with a ccoifeam that much camDcnssuina end insurance hoc ban prodded. Such cenifeales shall specify The date when such cnmcrosation and insurance hays twen provided. Such crniimatc .%haul specify, the date when such mmpcnsation and insurance aspires. The Scllcr agrees That such comprfcmion and insurance shall be maim mcd until ancr The entire work is cmmplacel and.=,, d. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby, ncumrs the entire asmm unbiliry and liability fro any and all damagq loss or injury of any kind or nature mhatsmvcr to Deimos of prrnamny caused by or resulting from the execution ofthe work pmridcd far in this purchase made, as in eormanin l hc.avitll. The Scllc, will indemnify and held homlcss the Purchaser and any r all of The purehawn officm, agents and employees from mad against any and Al claims, losses, damages. changes or capcoses, whether direct or indirect and whether to pmnns or pmlcny to which the purchaser may be out or subject by mom of any net, action. neglect. omission or default on sh ryas of the Seiler. any of his conrao a. or any of The Sellers or contractors Officers. agents or emplayces la we airy wit or other pnecerdirip shall be brought aVima The Rrmhazcr. or its officers. agents or cirpleyce, AT any time on aama, mr by marom Of am act, a,:inn, ncglccl, (mission Or default tithe Seller of any of his contractors or any of its or their ogees. agent% or cmployces as ofammid, the Seller herby agrees To mssumc the defense therm arse in defend the more at the Sellers am n,sp Trim. to pay tiny and all eons. charges, abnmeys Fees art other expenses. any and all judgments that may be incurred by at abuincd against the purchaser at any of is or lheir officers. agents or cmpinytts in such suits at other proccadiigs, aid in ease judgn cal or other lien be p1mal upon amiincd against the pmrsny of the Function. or mid panics in nr as i mull nfsuch suus or mhcr proccedinga the Sellenvill or once erase thc.eame to be dicalwd and diachargcd by giving band me othcrwlse. The Scllcr art his eonmelors mull lake all safety Dmeautims, finakh read install all guards necessary for the rmvcntion of amitkme. comply with all lases and regulations with regard to salary including. boo wi:hmT limitation. the Occupational Saferyand Health Act of 1970 and all roles and mpulation%icued pursuant therein. l isad 0312010 PURCHASE ORDER PO Number Page City Of///��� 9112143 1 °f z 6rt Collins This number must appear on all invoices, packing /0�0slips and labels. Date: 04/1812011 Vendor: 111572 Ship To: UTILITY SERVICE CENTER • WA WESTERN UNITED ELECTRIC SUPPLY CITY OF FORT COLLINS 100 BROMLEY BUSINESS PKWY 700 WOOD ST BRIGHTON Colorado 80603 FORT COLLINS Colorado 80521 60-85rie Delivery Date: 04/17/2011 Buyer: OPAL DICK Note: Line Description Quantity Ordered UOM Unit Price Extended Price T3000030; XFMER 5 EA 8.580.0000 42,900.00 300kVA 3 PHASE PAD T3000030 YARD TRANSFORMER, 300 kVA PAD -MOUNTED COMPARTMENTAL TYPE, THREE PHASE DISTRIBUTION WITH SEPARABLE INSULATED LOAD BREAK HIGH VOLTAGE CONNECTORS. HIGH VOLTAGE RATING: 13200,GRDY/7620. LOW VOLTAGE RATING: 208Y/120. SERIAL NUMBER 030 TO BE IN ACCORDANCE WITH SPECIFICATION #368-300-030, REVISION MM, Mfr. Pauwels Delivery: 6-8 Weeks Guaranteed No Load Loss - 649 Guaranteed Full Load Loss - 2097 Guaranteed Total Load Loss - 2746 Impedance: 2.49% Escalation is not applicable. Bid 7225 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill It, 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 00 Purchasc Ordcr Turns and Conditions Page 2 of 2 I. COM.MERCIALDETAII.S. Tax exemptions. By stamre the City of Fun Collins is exempt rmm sure and local taxes. Our Exemption Number is 1 L NONWAI VER. 91Lb1502- Federal Excise Tax Exemption Certificate of Registry 154-6 (11 is negiuced with the Collector of Fnilurt critic Purchasc to insist upon strict pMnrmmuc of the tcrrhu and conditions humor. failure or dclw in Internal Revenue, Denver, Colorado (Ref. Colorado Rwisud States 1973, Chapter 39-26. 114 (a), exercise any rights or remed7cs pmvidcd burin or by lac, failure to promptly mdify the Scllcr in the cent of" hreneh, the acceptance of m Payment for grads herenndcr or approval of the design, shall not release the Scllcr of Oads Rejected. GOODS REJECTED doe 1. fail.. to meet specifications, either rhc shipped or due :a drRcu of any of ;he warranties or obligations of this purchase order and shall ant be cleared a waiver orally righl of the damage in hamik may be nctumed In you fro credit apt am tad m be replaced excge upon mocipt of written Inimhawr to in,ist upon strict Performance bcrcefor my ofits, rights or n mnlie a, to any arch goads, regardlus, iasmrtions from the City or Fro Collins of when shipped, reeciwd or accui rcd. as to any prior or subsequent defm lI harcumkc non shall any purlmn ed ml modification or marissi^n of this ptrchau order by he Purchaser opcmtc as n waiver of airy or the terms Institution. GOODS am subjml to the City of Fan Collins inspection on aural. hercof. Final Acceptance. Receipt of the mnthandve. .services or aquipssem in response to this miler can result in I L ASSIG NM ENT OF ANTITR UST CLA I MS. auntorixed Payment on the pan of the City of Fort Callim, However. it is to be understood that FINAL Scllcr and the Purchasc recognize that in aced economic practice. hAcr lborges resulting rmm amilrul ACCEPTANCE is depeadem upon completion ofi Al applicable required inspection procedures, violations arc in fact bonne by the Purchaser. TMcofom. far gild cause and as consideration for executing this pvrchau order. the Seller hereby coigns to the Purchaser any and all claims it may now' hare or hureaRcr Freight Turns. Shipmrnu most be F.O.B.. City of Fen Collins. 700 Wood St, Fort Collins, CO AD522, unless inhibited under federal or Marc amitmst lawn for such ovcmImges relating m the particular grads In services mbcnvise spccifiad on this order. If pcnniiion is given in prepay freight and charge sepnciely. the original (might purelased ar acquired by the Purthaacr pursrmt to this Patch. order. bill must aaorvpmy invoice. Additional charges f packing will tam b r accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGA PONS. Shifmcal Distance. Where examban.ren have definitional; points in various pan of the canonry. shipmtn, is Ifthe Purehssendirects the Shceno come nnnc^nfmmingordefecim, grad by n date an be agreed uM^ by the eape<ted from the arum st dishibutim point an dalinsium, apt excess freight will be deducted from Invoice when Pmchaur and the Scllcr, and the Seller Omrxafter indicates its inability or unwillingness to comply, the Purchaser shipments. art made firm grtalc deance. may came the work to be performed by the most expeditious roc s aaihhlc to it, and the Scllcr shall all coats aasrcimed with such wark. pry remits. Seller shall roomer -sell— role cowl all me¢amy permits, eenifahu cad li nws required by all applicable Ian's. rcgu6tionc ordinances and roles or the sure mmieipsliry. territory or Political subdivision where the work is perforrtd, or requiuN by any other duly containment public authority having jurisdiction oer the n'ork of vendor. Seller further agrees in hold the City of I. Collin hamkm fmn apt agatiw all liability and I.cc ins mad by them by rimen of an asserted or established violation of my such laws, mplatiwu. oNinanm. rule and ngaircncnts. Auvh nizatiaa All panics to this contract agree dal the repracnmiwo a:e in fall, bona fide and Mayans full and complete authority Is, bind said ponies LIMITATION OF TERMS. This Patch.. Order expressly limits aaepunee in she terms and conditions stared herein set forth and any supplenxnary or additional terms and conditions annexed Meto or incorporated herein by of —nee. Any addirional or different toms and conditions proposed by ullet art objected to and hereby rejected. 2. DELIVERY, PLEASE ADVISE PURCHASING AGENT immediately if you allow make complete shipment to arrive an you, promised delivery disc is noted. Time is ofhere Mrace. Dclircry and p rfemancc mow he circled within the time stated oa the purchaw order and the dmhmcnu marched Moo. No acts of the Purthaurs including. without limitation. acceptance armorial late deliveries. shall apecae as a waiver f.his provision. In the evcnl ofany delay, the Purchasc shall ha.c, in addition to other legal and equitable remedies, Ne option of placing this under cluw'hem and holding the Scllc liable (err damages. However. the Seller shall not be liable for damages as a result of dclayx due to ca:acs tam reasonably fmmceablc which are brymd its matchable control and without its fault ofncgligcxc. such aces of God, acts ofcivil oa military mida his, gwcmmenral priorities. lives. wikca food. epirkmim wan or rims provided that .dice of the conditions causing s.ch delay is given to the Purchaser within five (5) dsys of the rime whoa flue Scllcr first received know edge thcusmf. In the evccu orally such delay, the date of dcliwcry shall be extended for the period equal to the time annually lost by reason of the delay. 3, WARRANT - The Scllcr wamnu that all grad. articles, materials and work coact by this order will confornx with aMfeamc drawings, specifications. samples and/or other descriptions girth, will be fit fro the punposcs intended and pctferaoad with the highest degree of care and mmlartence in accordance with accepted standard for work of a simibr mauve The Scllcr agrees to hold the pdcnaur hamlcu from any loss damage or expense which the Pomhasn maysu'rer err incur on account of the Sellers breach afwamnry, The Sell. shall replace, repair or make good. without cat to the purchaser, any defers ar faults arising ithin ore (I) yam orwithin such longer pcindof fiestas may be prescribed by law or by the tertns ofany applicable warranty provided by the Scllcr after the dart of acceptance of the goods furnished Mmnder (a ee ume, not to be unreasonably dcbycd), resulting firm imperfect m dcfarive work done or matcriab Punished by the Scllcr. Acceptance or use of goods by life Purehawr Orall not ennstiturc a waives of any claim under this warranty. Except m othenwiu provided in this pvwhau order, the Selkn liability hmvodc shall extend to all dmogca proximately onewd by the breach army ofibe foregoing warranties or guxam cm bullshit liability Nall in ern event include bus of pmfits or Inn of ow. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. a. CHANGES IN LEGAL TERMS. The ILachaser may make change, m legal ocrms by waiten change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terot, including additions to or deletions firm the quami.im miginaly andcred in the spreifurioa or drawings. by verbal or written change olds. If nary such change aflucts the amount due or the time of perfoommun Mcunder, va unlivable adjustment shall be made. A. TERMINATIONS. The Purchasc may at any time by wrfnce change order, tem7nate this agaxcmrnt as in any or all ponina of the grad then rat shipped, subject to any equitable adjtwmem between the pmkr as to any work or mtcials then in negos provided that the Purchaser shall nm be liable for any chins for anticipated pmfits on the urcomplcted ponian of the goods and/or work, fm incidental of eonuamorial damages. and that no soh adjustment be m,de in favm of the Seller with mtMc, ..any gmsEs which to, the Sellcn standard stock. No such mminuion thAl relieve .he P hemsernrthe, Seller orally oftheir obligations as m von goud delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustmem most be asserted within thirty (30) days from the date the change or termination is entered. A.COMPLIANCE WITH LAW. The Seller wi rrams that all Seder uW hmvnderr Nall have ban produced will, delivrncd and furnished in uric, compliance wide all applicable Ws and regulations to which the good art .wbject. The Scllcr shall execute and deliver wch documrns as maybe required 1a c(Rct err eviderce eornplifirm. All laws and oegubtions required to be iacdpuated in agnecmrnu of this character am herby imoryomtcd herein by this reference. The Scllcr agrm in Indemni(v apt hold the Purthascr hamlR from all cots, and damages saff—d by the Purchaser as a result orlhe Sell- failure to amply with such law. 9. ASSIGNMENT. Neitherparry shall axiom. ovm(cr, or convey this mdcr, or any monies disc err to bccome due limundenvblrw it the prior written consent of the mhc parry. In, rrTLE. The Scllcr warrants full, clear and amcshicted title to the Purchasc for all squirm en . materials, and items famished in performance of this agrmment. foe and clear of any and all firm, restrictions. m, creations, security interest crrumbmnces and claims ofathers. The Suite, shall release the Pl rchaur and its convae— of my tier from all liability and claims of any once resulting from the pnfommcc orwch work, This micane shall apply tarn in the xvcm of fault of negligence or he Party released and shall extend m the dimnnn. officers and empbym of weh party. The Seller's communal obligations, including wamnry. shall cot be deemed to be mdared, in my nay. because such welt is perforated or cowed to he perfnmcd by the Purchaser. Id. PATENTS. Whcoxecr the Scllcr is squired :a to any design, dsvicc. material or pmccat cirlml by letter, patent. tmdcmark or copyright. ncc Sdk, shall indemnify and save harmless the Purcha.wr fmn any and all claims for infringement by mown of the use of such pmemted design. device. malarial or pocees in connection wvith the contract. and shall indemnify the Purchaser for any cat. cxPenu or damage which 3 rase be obliged to my by ¢awn crotch infringemont at any time during the prosecution or after the conpktion Mthe work. In case said aquipnoem. of any pan thereaf err the intended use of the Fonda, is in such suit held to conotimm infringement and the use of .said equipment or put is enjoined. the Seller shall, at its own upemc and at its option. either procum fro the Purchaser the right to continue Ming mid equipmcnr or pans. "Lice the same with substantially equal but annufringing equipment, err modify it or it beemmws infringing. 15. INSOLVENCY. If the Scllcr shall become inwlyem d bankrupt. make an axsignmem for the hene8, of xmilimn. appnial a reeniver or oustte for any of the Scllers property or business. this order may Gvthmvith be canceled by the Purchnur without liability. Id. GOVERNING LAW. The definitions ofterm used nr the inrcmrelminn otter agrecn ew and the rights ofall panics hereunder Nall he consmhed under and gvvcrncd by the laws of the State of Colomda USA. The following Additional Conditions apply only in cases whcm the Scllcr is to Perform work humundcr. including the services of Scllcn Rcpresenlalivc(s), on the pmmiscx of mhers. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry no mid work a, S<Ilda noon risk moil the more is fully completed and accepted. and shall. in cast of any accident. damctinn or injury to the work and/or mammals Wom Sc11cr's Gal complcrim and occeprmee, complxte the work at Sellers own eapcnse and m the mflkraclion of the Puithe.,. When mmcids and cgnipmen arc famished by nthcm for in lilluion at erection by the Scllcr, the Scllcr shall muenc, unload, score and handle same at flue site and baeomc resprooble therefor as though such mmexivls and/or equipment were being NryiNcd by the Scllcr uedcr the order. IA. INSURANCE The Scllo shalh at his own cnpenu. provide for the payment of work— compensation, including oclu,ne ioml disease benefits, 1. its cmplhyces unapinyrd on or in conmarim with he work coverN by this pcnehase order. andfor to their duaredenls in accordance with the laws of the cram in which the work is to be done. The Scllcr shall alw carry camprehcative general liability including, but nm limited in. contnctwl and amomohilc public liability m unncc with bodily injury and d.lh limit, of at lean 53110.0m) for any not, perm, S500.e0n Poo my one nacidem and property dmage limit per aecidcal of S100.W. The Sellef shall likewise recitim his muacrms. if any. to provide for stnA c^mper,iim, am insurance. ❑cf a any of the Sellers or his contraxmrx employees shall do any work upon the premises ofmhurs. the Seller xhall furnish the Pamlico, w11h s croificar that such comprnstion and insurance h.wc bn eeprovided. Such ccnifica.rs shall specify the date when such compensation and insurance havcc been provided. Such ccnificanx shall specify the date when such cmy¢nclinn and imonncc expires. The Scllcr agrees that such ern rurnsation and insurance -thall be maintained umil after the cmim work is mchplocd and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seiler hereby assumo the entire responnibiliy and liability for any toil all damage. In. or injury orally kind or .alum whatuxvc to ferwax or pmperry caused by or resulting from the execution of the nark pmxided for in thEx p rchau older or in connection herewith. The Sellor wxill indemnify and hold hanks the Purchaser and any or all of the Ruchaurs officers, aSems and eoeployea from apt against my and all claims losses, damage,. charges or extremes. whether direct or indirect, and whether to pau+nt err Prarrry to which the 1'umhawr nosy' be pm nits. or by of the or any act. whoa, neglect eves. agents ts d r c h ern nc� pan hf the Shccq say of his coatrattors, x) Ib of the Sellers of rnruacars oRecas. agents m or empl.c In care any suit of mbcr by reedit or any be. actiont rgains.roedmicat r,errit off theagenrerayo his tximytinyernnof im err their ream. of any act, action. o yces a omission err default of the Scllcr of any of his contmcnm m any of it m hhrir nReers, agents or ern. ployccs as nfnrosid. the Sdkr hereby agrees to assume the defense thrnrf and to defend the vme at the Seller non cxNnu. To pay any and all costa, charges. auemeys fees and other expentet, any and all jvdgmrnu that any be incased by or obtaiaM against the Purchase, many of as or :heir efficcn. agcnx or employeea in such snits' err other proceedings, and in case judgment or other lien be placed open or obtained ayxinst :her property of the Pumhrsar. or mid panics in or as a result ofweh sails or other pm. ccdina. the Sdkr will at mace cause the same to be dissolved and discharged by going bond or otherwise. The Scllcr and his contractors shall take all safety pmemhtiorw, fimiO cad install all guard, uceeaaly fro the pmvcmien of accidents, comply with all laws and regulations with regard to spry including, but without limitation. the Occupations Safety and Health Act of 1970 and all Mc and rccula:ions issued pursuant theme. Rcviwd 03t2010