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HomeMy WebLinkAbout116519 MAXWELL PRODUCTS INC - PURCHASE ORDER - 9112651PURCHASE ORDER PO Number Page rCity Of12651 t of z `t Collins( v This number must appear l on all invoices, packing slips and labels. Date: 05/10/2011 Vendor: 116519 Ship To: STREETS DEPARTMENT MAXWELL PRODUCTS INC CITY OF FORT COLLINS 650 DELONG ST 625 NINTH STREET SALT LAKE CITY Utah 84104-3911 FORT COLLINS Colorado 80524 Delivery Date: 05/10/2011 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 50,000 LBS CRACKSEAL MATERIAL 1 LOT LS 24,000.00 PER TERMS AND CONDITIONS OF BID 6080 PRICE PER POUND IS $.48 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 $24.000.00 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 Fon Collins is exempt fmm state and local taxer. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 94-6000597 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet 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 Collins. Inspection. GOODS are subject to the City ofFort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict perfomaance of the terms and conditions hercot failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach. the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of any of the wamntics or obligations of this purchase order and shall not be darted a waiver of any right of the Purchaser to insist upon strict performance hercefor any ofits rights or remedies as to any such goods, regardless of when shipped, received or accepted. US to any prior or subsequent default hereunder, nor shall any pnrperted oral nmdifieation or rescission of this purchase order by the Purchaser operate US a waiver of any of the terms fiercer. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. xufhonzed payment on the part of the City of Pon Collins. Honever, it is to be Understood that FINAL, Seller and the Purchaser recognize that in actual economic practice, overcharges resrhing from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection proceii violations arc in fact home by the Purchaser. Theretofore, for good cause and is consideration for executing this purchase audit, the Seller hereby assigns to the Purchaser any and all slums it may now have or hereafter Freight Terms. Shipments must be F.O.H.. City of Fnn Collins, 700 \treed St, Fnrt Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges r,filling In the particalir good or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuanl 1. this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country. Shipment is expected from the nearest distribution point to destination, and excess freight will be deducted front Invoice when shipments am made from gmater distance. Permits. Seller shall procure at sellers note cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the 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 vendor. Seller further agrees to hold the City of Fort Collins hemlec fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Anthmirition. All panics to this contract agree that the representatives are. in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This purchase Order expressly limits acceptance to the terms and conditions Stated herein Set forth and any supplementary or additional Icons and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by Seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached herein. No acts of the Purchusem including. without limitation, acceptance of partial late do ivcrfes. shall operate as a waiver ofthis prevision. In the event orally delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option orphaning 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 cionec not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence 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 ofany 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 goods. 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 care and compctmcc in accordance with accepted .standards for work of a similar nature. The Seller agrees to hold the purchaser harmless fmm any loss, damage or expense which the Purchaser may suffer or incur oa account of the Scllcrs breach of wamnty. The Seller shall replace. repair or make good. without cost to the purchaser. any defects or faults arising within am (I) year or within such longer period of time as may be prescribed by law or by the terms array applicable wamnty pmvidcd by the Seller a0cr the date of acceptance of the good famished hereunder (amcpmncc not to be unreasonably delayed), resulting Farm imperfect or defective work done or materials furnished by the Seller. Acceptance or use of good by the Purchaser shall not constitute a waiver of any claim under this wamnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamnties or guarantees but Such liability shall in no event include Ions of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the Icmu. other than legal terms including additions to or deletions from the quantities originally ordered in the Specification or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjntment between the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the good and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any good which arc the Sellers standard stock. No such torminmion Shall relieve the Purchaser or the Sel let of any of their obligations as to any goods delivered hercurat 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or temrinalinn is anlered. R. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced. sold, delivered and furnished in .strict compliance with all applicable laws and regulations to which the good art subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless Form all costs and damages Suffered by the Purchaser is a result of the Sellers failure to comply with Such law. 9. ASSIGNMENT. Ncitho party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior w'rinco consent of the other party. 10. TITLE. The Scllcr wamnts full, clear and unrestricted title In the Purchaser for all equipment, materials and items furnished in performance of this agreement free and clear orally and all liens, restrictions, reservations. security interest cneumbmnecs and claims of others. I3. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. fine Purchaser directs the Seller to correct nonconforming no defective good by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means mailable to it, and the Seller shall pay all cents associated wilh such mark. The Seller shall release the Purchaser and its contractors of any Her From all liability and claims of arty nature resulting From the performance ofsuch work. This release shall apply even in the event of fault 9f negligence of the party released and shall extend to the directors, officers and employees of such party. The Scllcrs contractual obligations, including wamnty, shall not be doemed to be reduced. in any way. because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save hamlcss the Purchaser fmm zany and all claims for infringement by reason of the use of such Falconer! design, device. material or process in connection with the contract and shall indemnify the Purchaser for any cast. expense or damage which it may be obliged to pay by'reason ofsuch infringement at any time during the prosecution or after the completion of the walk. In case Said equipment, or tiny 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 expense and a1 its option, either procure for the Purchaser the right to continue using Said equipment or pans. replace the more with subsmlmially equal but noninfringing equipment or modify, it so it becomes noninfdnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make in assignment for the bcnefil of creditors, appoint a receiver or trustee for cry of the Sellers property or business, this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW, The definitions of terms used or the intcmrcmtion of the agreement and the rights of all parlics hereunder shall be eonsoued under and governed by the Imes .(the State of C.IU.dU. USA. The following Additional Conditions apply only in case where the Seller is to perfom work hereunder. including the services onScllcrs Represcramivc(s). on the premises efolhers. 17. SELLERS RESPONSIBILITY, The Seller shall cane on said work at Seller's own risk until the Samm is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Pamhascr. When materials and equipment are furnished by others for installation or erection by the Seller. the Seller shall receive, unload. store and handle same at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the older. 19. INSURANCE, The Seller shall, of his on cxpcnsc, provide for the payment of workers compensation, including occupational disease benefits. to its employees employed on or in connection with the work 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 not limited to, contractual and automobile public liability insurance with bodily injury and death limit of at Ieast S300.000 for any one persen. 5501iM10 for any one accident and property, damage limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employe,, shall do any walk upon the premises efolhers. the Sellershall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall .Specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compcnSalion and insurance expires. The Seller agrees that such compensation and insurance shall he maintained omit after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility, and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by Or resulting from the execution critic work provided for in this purchase order or in connection here" th. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers oRcets, agents and employccs from and against any and ill claims, losses, danmges, charges or expenses. Svhcther direct or indirect, and whether to persons or property In which the Purchaser may he pill err subject by reason array act, action, neglect. omission or default on the part of the Seller, any of his contractors, or any of the S,IICrS or contractors officers, agents or employees. In case any Suit or other proceedings shall be brought against the Purchaser, or its officers. agents or employees tit any lime on account or by reason of any act action. neglect mnission or default of the Scllcr of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to ,some the defense thereof and to defend the Same at the Sellers own cxpcnsc, to pay any and all costs. charges. attorneys (erns 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 suit or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser. or Said parties in err US a result of such suits or other proceedings, the Seller will at once cause the Same to be dissolved and discharged by giving bond or othcncise. The Scllcr and his contactors shall take all Safety precautions famish and install all guard necessay for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Ilcallh Act of 1970 and all mles and regulations issued Pursuant thereto. Revised 03/2010