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HomeMy WebLinkAbout425990 FERGUSON WATERWORKS - PURCHASE ORDER - 9113736Fort Collins PURCHASE ORDER PO Number Page 9113736 1of3 This number must appear on all invoices, packing slips and labels. Date: 06/29/2011 Vendor: 425990 Ship To: WATER UTILITIES FERGUSON WATERWORKS CITY OF FORT COLLINS 4411 WOODS AVE 700 WOOD ST LOVELAND Colorado 80538 FORT COLLINS Colorado 80521 Delivery Date: 06/29/2011 Buyer: ED BONNETTE Note: Please contact Terry Popejoy at 970.221.6232 or Mike Saxbury at 970.222.3581 when PVC pipe will be delivered at 700 Wood Street. PER FAXQUOTE PVC PIPE FOR MULTIPLE PROJECT REQUIREMENTS AWARD PER PATRICK PRUTSMAN QUOTE 6/21/11. Line Description Quantity Ordered UOM Unit Price Extended Price 1 300' 6" PVC 1 LOT LS 1,206.00 Stadium Ct Project VINYLTECH OR NORTH AMERICAN 6", 300 FT @ $4.02/FT BUNDLED FOR STADIUM COURT JOB. 2 880' 8" PVC 1 LOT LS 6,045.60 Carlton Ct. Project VINYLTECH OR NORTH AMERICAN 8", 880 FT @ $6.87/FT BUNDLED FOR CARLTON COURT JOB. 3 660' 8" PVC 1 LOT LS 4,534.20 Dunbar Ave Project VINYLTECH OR NORTH AMERICAN 8", 660 FT @ $6.87/FT BUNDLED FOR DUNBAR AVE JOB. 4 100' 6" PVC 1 LOT LS 402.00 Dunbar Ave Project VINYLTECH OR NORTH AMERICAN 6", 100 FT @ $4.02/FT BUNDLED FOR DUNBAR AVE JOB. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 Fort Collins PURCHASE ORDER PO Number Page 9113736 1of3 This number must appear on all invoices, packing slips and labels. Date: 06/29/2011 Vendor: 425990 Ship To: WATER UTILITIES FERGUSON WATERWORKS CITY OF FORT COLLINS 4411 WOODS AVE 700 WOOD ST LOVELAND Colorado 80538 FORT COLLINS Colorado 80521 Delivery Date: 06/29/2011 Buyer: ED BONNETTE Note: Please contact Terry Popejoy at 970.221.6232 or Mike Saxbury at 970.222.3581 when PVC pipe will be delivered at 700 Wood Street. PER FAXQUOTE PVC PIPE FOR MULTIPLE PROJECT REQUIREMENTS AWARD PER PATRICK PRUTSMAN QUOTE 6/21/11. Line Description Quantity Ordered UOM Unit Price Extended Price 1 300' 6" PVC 1 LOT LS 1,206.00 Stadium Ct Project VINYLTECH OR NORTH AMERICAN 6", 300 FT @ $4.02/FT BUNDLED FOR STADIUM COURT JOB. 2 880' 8" PVC 1 LOT LS 6,045.60 Carlton Ct. Project VINYLTECH OR NORTH AMERICAN 8", 880 FT @ $6.87/FT BUNDLED FOR CARLTON COURT JOB. 3 660' 8" PVC 1 LOT LS 4,534.20 Dunbar Ave Project VINYLTECH OR NORTH AMERICAN 8", 660 FT @ $6.87/FT BUNDLED FOR DUNBAR AVE JOB. 4 100' 6" PVC 1 LOT LS 402.00 Dunbar Ave Project VINYLTECH OR NORTH AMERICAN 6", 100 FT @ $4.02/FT BUNDLED FOR DUNBAR AVE JOB. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 Fort Collins PURCHASE ORDER PO Number Page 9113736 2 of 3 This number must appear on all invoices, packing slips and labels. Line Description Quantity Ordered UOM Unit Price Extended Price 5 560' 12" PVC 1 LOT LS 8,092.00 Irish Drive Project VINYLTECH OR NORTH AMERICAN 12", 560 FT @ $14.45/FT BUNDLED FOR IRISH DRIVE JOB. 6 740' 12" PVC 1 LOT LS 10,693.00 Mason St. Project VINYLTECH OR NORTH AMERICAN 12", 740 FT @ $14.45/FT BUNDLED FOR MASON ST JOB. 7 1680' 8" PVC 1 LOT LS 11,541.60 Meldrum Project VINYLTECH OR NORTH AMERICAN 8", 1680 FT @ $6.87/FT BUNDLED FOR MELDRUM ST JOB. 8 950' 6" PVC 1 LOT LS 3,859.20 Quail Hollow Project VINYLTECH OR NORTH AMERICAN 6", 960 FT @ $4.02/FT BUNDLED FOR QUAIL HOLLOW JOB. 9 900' 6" PVC 1 LOT LS 3,618.00 Skyline Dr. Project VINYLTECH OR NORTH AMERICAN 6", 900 FT @ $4.02/FT BUNDLED FOR SKYLINE DR JOB. Total $49,991.60 Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, CPPO City of Fort Collins Accounting Department City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 PO Box 580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9113736 2 of 3 This number must appear on all invoices, packing slips and labels. Line Description Quantity Ordered UOM Unit Price Extended Price 5 560' 12" PVC 1 LOT LS 8,092.00 Irish Drive Project VINYLTECH OR NORTH AMERICAN 12", 560 FT @ $14.45/FT BUNDLED FOR IRISH DRIVE JOB. 6 740' 12" PVC 1 LOT LS 10,693.00 Mason St. Project VINYLTECH OR NORTH AMERICAN 12", 740 FT @ $14.45/FT BUNDLED FOR MASON ST JOB. 7 1680' 8" PVC 1 LOT LS 11,541.60 Meldrum Project VINYLTECH OR NORTH AMERICAN 8", 1680 FT @ $6.87/FT BUNDLED FOR MELDRUM ST JOB. 8 950' 6" PVC 1 LOT LS 3,859.20 Quail Hollow Project VINYLTECH OR NORTH AMERICAN 6", 960 FT @ $4.02/FT BUNDLED FOR QUAIL HOLLOW JOB. 9 900' 6" PVC 1 LOT LS 3,618.00 Skyline Dr. Project VINYLTECH OR NORTH AMERICAN 6", 900 FT @ $4.02/FT BUNDLED FOR SKYLINE DR JOB. Total $49,991.60 Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, CPPO City of Fort Collins Accounting Department City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 PO Box 580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Fort Collins, CO 80522-0580 Purchasc Ordcr Tenns and Conditions Page 3 of 3 I. COMMERCIAL DETAILS. Tax exemptions. By mom, the City cf Fon Collins is exempt from state and local tours. Our Exemption Number u 11. NON WAIVER. 98-0450, partial Excise Tax Exemption Cenificam of Registry 84fi00058] is ragweed with the Collector o1Failure of the Purchaser to insist upon stria performance of the terms and conditions him ef. failure or delay to Internal Revenue. Ours or. Colorado fief. Colorado Revised Stories 1973, Chapter 39 26, 114 (a). aris, 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 of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to boom ro meet specification, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be divined a waiver of any right of the damage in transit, may be retumm to you for ermit and arc no to be replaced except upon rcaipt of written Purchaur t t upon strict performance bermfor any ofiw rights or remedies any such goods, regardless, instructions from me City of Tom Collins. of when shipped• recanal or accepted, as to any prior or suhequem default Remainder. nor shall any purpnnm oal modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the coma hap rion. GOODS arc subject o the City of Fon Collins bapeetion on amval. bureau. Final Acceptance. Receipt of the merchandise, services or equipment in resilience to this order can result a 12. ASSIGNMENT OF ANTITRUST CLAIMS, t[w aurized payment on the pan of the City of Fen Collins Howeveq it is or m undertom sl thanFINAL Seller and the Purchaser compact that in teal mossmanic practice. overcharges resulting from antitrust ACCEPTANCE. is dependent upon completion,fall applicable required inspection procedures. violations am is fan home by the Purchaur. Theretofore, for good cause and as consideration for -comming this purchase oNer, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereffor Freight Terms. Shipments must be F.O.B.. City of Fen Collins, 700 Wood St., Fen Collins, CO 80522, unless acquired under federal or sate antitrust laws for such overcharges relating to the particular goods or services otherwise apsa ied on this order. if pernmanom is given to prepay freight and charge separately, the original frsighi purchued or acquired by the Puchaser pursuant o this purchase order. bill most accompany invoice. Additional charges for packing will no, be accepted. ❑. PORCH ASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturer, have distributing pvint,in various pans of the country, shipment is [I he Purchaser directs the Seller to comet nonconfoaming o, defective gwds by a date to be agreed upon by the expected from the neatest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipment, are made from Banner Lisburne. mop cause the work to be Isothermal by the most expeditious means available to it, and the Seller shall pay all nnnx asspehaed with such work. Permits. Seller shall pox ure at sellers sole cost all necessary formal, wnificales and licenses required by all applicable law regolutiom, aodinsmcs sad rules of the into, municipality, territory or political subdivision where the work a Performed, oo ...moved by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fon Collins harmless from and against all liability and lass d by them by mason of an asserted of established violation of any such laws, regulations, ordinances, rates remaremyanaconda. Authorization. All panics to this contra agree that the representatives are. in fan, bona tide and p doss feu and complete authority to bind said parties. LIM] AT ION OF I SHIPS. This Purchase Order expressly limits acceptance to the rem, and conditions ..had herein set Inch and any wpplecturfary or additional Draw and conditions amexed heem or mem sorted harein by reference. Any additional or di docar t local and conditions proposed by seller arc objected 1. and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGEN 1' immediately if you croon make compinc shipment to drove on your promised delivery date as named. Time is of the essence. Delivery and performance main be figured within the time sated oa the purchase coder aryl the decuments anached hereto. No acts of the Putehasers including, without hininumm, accelerate of partial Iatc deliveries, shall operate of a waiver i f this provision. In the event of my delay. the Purchaser shall have, in addition to other legal am equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However. the Seller shall not be liable (or damages as a result of delays due to craws ram reasonably foreseeable which tie beyond its reasonable control and without its fault of negligence, such acts raffled, acts ofeivil in military authorities, governmental priorties.Does. strikes, Bond, epidemics. wan or viols provided that ounce ofthe conditions taming such delay is given to the Purchaser within five (5) days of the time when me Seller fro received knowledge thereof In the event of any such delay, the date of delivery shall ba extended for the periW canal to the time actually lost by reason of the delay. 3. WARRANTY. T he Seller warners that all goods, societal, materials and work covered by this order will conform with applicable drawings, f,ammicutions, samples and/or other descriptions given, will he fit for the purposes intended and performed with the highest degree el ears and comperenec in accordance with ,coupled somfords for wed of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcr. breach of warrnry. The Seller shall replace, repair m make good, wilhom canto the purchaver, any defter or faults arising within one (0 year or within such longer period of time as nmy be prescribed by law or by the a mtc of any applicable warranty provided by the Seucr ano the dole of eceprnee of the goods tarnished hemumer (vccepuncc ram to be unreasonably delayed), resulting front Imtorfed or detective work done or malcrials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of soy claim under this warranty. Except as otherwise provided in this purchase order, the Seller, ability hereunder shall extend to all damages prarmartely caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of pmfits or loss of use, NO IMPLIED WARRANTY OR MERCIIAN TAM 1.1 rY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal temrs by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the times, other than legal term,, including additios to or deletions from the quantities originally odemd in the specifications or drawings, by verbal or wrincn change oNer. If any such change affects the amount due or the time of performance h rcunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wrincn change oNer, terminate this agreement as to any or all portions of the goods then no shipped, subject to any equitable adjuament Innocent the Panics as to any work or materials then in protect provided that the Purchaur shall not be liable fro any claims for anticipated pmfits on me uncompleted panion of the gwds andor work, for incidental or eorseet c oul damages, aM that no such adjmunom M made in favor of the Seller with respect o any grads which me the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofany ofthcir obligations as to any goods delivered formula, ]. CLAIMS FOR ADIUSTMIiNT Any claim for adjustment most be asserted within thin (30) days from the date the change or termination is ordered. 8. COSI LANCE W D H LAW, The Seller warrants that all gramis said hereunder shall have been produced, sold, delivered and fumishm in stria omplutwo 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 regulation, required to be nwaporerd in agreements of this character are hereby incriminated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a instill of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither puny shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prig r written cons.... I.I die ether an,. Ik TITLE. The Seller warrants full, clear and unrestricted ride to the Purchaser for all scopmens, materials, and items tarnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims ofolhas, I he Seller shall releae the Purchaser and its metracmrs of any tier foam all liability and Iran, of any nature resulting from the performance of such work. I his minor shall apply even in the event of fault of ncglifcnce of the pan, released and shall extend to the directors, officer, and rodayces ofsooh parry. T he Sel Ice's not ... 1-1 obligations, including warranty, shall not be deemed to be reduced, in any way, because such wone is performed or caused to be performed by the Purchuun. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, pment, trademark or copyright, the Setter shag indemnify and save barmtrss the Purchaser woo any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the eomran, and shall indemnify the Purchaur for any cost, expense or damage which it may b, obliged to pay by reason of such infringement at any time during the pmaecurion or afim the completion of the work. In hear vid equilateral. or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of laid equipment or pan is enjoined, the Seller shall, at its own expense am at its optioneither produce for the Purchaser the right to coming, using said equipment or pans, replace the same withsubsamiallyequal but automating equipment, or modify a.m it becomes noninfringing. 15, INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the h cfit of comment, appoint a receives or muoc for any of the Sellers property or business, this order may forthwith be canceled by the Pocam r without liability. 16. GOVERNING LAW. The definitions ofrrms used or the interpretation of the agrecmmt and the rights of.11 panics heeuder shall be convinced under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in where the Seller is to pecferan work hereunder, neluding the services of Sellers Represenarive(s), on the premiss of others. 10. SELLERS RESPONSIBILITY. The Seller shall carry on said work an Seller's own risk until the same is Rally om pleted and accepted, and shall, in e of any accident. demrunien or injury r the work and/or materials before Seller's final completion and ccepnmce, complete the work at Seller's own expense and to the vtcluclion of the Prichmee When materials and equipment re Iurnished by others for installation or erection by the Seller. me Seller shall receive, unload, store and handle more at the site and become responsible therefor as though such materials and/or equipment were being furnishN by the Seller ando the order. 18. INSURANCE. The Seller shall, a1 his from cxpensr, poevide for the payment ofwomcm compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, anchor to their dependents in accordance with the laws of the sale in which the work is to be done. The Seller shell also carry comprehensive general liability, including, but not limited to, connanual and automobile public liability insurance with bodily injury and death limits ofat [cut S300,000 for any one Passed. S500,000 lair any car accident and pmpeny damage limit per weidenl of S 00.000. The Seller shall likewise require his contractors, if any, to pmvidc for such compensation and announce. Before any of the Sellers or his contractors nnploycn shall do any work upon the premises of others, the Seller shall fumish the Pulehawr wish a certificate that such cmIIMMILon am insurance have been pmvidc& Such eenifiheles shall specify i e date when such compensation and insurance have bttn provided. Such ecnificaco shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and imsumna shall be =trimmed until alter the mire xork is completed and accepted. 19. PRO I ECTION AGAINST ACCIDENTS AND DAMAGES, The Seller hereby assumes the entire responsibility am liability for any am all damage, low or injury i fany kind or nature wmoreover to perao or property caused by or exulting form the, of the work provided for in d this purchase Oeror in connec tion herewith. The Seller will indemnify and hold harmless the Purchaser am any or all of the Pumhaun officers, agents add employees boom and against any and all claims, loma, damages. charges or national, whether direct or indirect, am whether to prnons or proton to which the Purchaur may be put or subject by mosion of any act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other prmeNings shall be brought against the Purchaser, or as officers, agents or employees or any time account or by mason of any her, action, neglect, omissian or default of the Scllcr of any of his contractors or any of its or their officers, agents or employees as afmcsaid, the Seller hereby agrees to Divine the defense thereof and to arena the same at Sellers own expense, to pay any and all costs, charge, muprOx tees and ether expenses. any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or c ndryfes in such nits or other proocmings, and in case judgment or other lien be placed upon or obtained against 'he property of the Purchaser, or said panics in or as a result of such so its or other proceedings, the Seller will at once heusc the same o be dissolved end discharged by giving bond err utherwise. The Scllcr and his contractor, shall take all safety precautions, branch and install all guards necessary Inc tire ree pention of wide.., comply aim all laws and regulations with regard to safety including. but without I'mmoion, the Decagon...I Safety and Health Act of 1970 and all fors and regulations issued pursuantthatch, Revised 032010 Purchasc Ordcr Tenns and Conditions Page 3 of 3 I. COMMERCIAL DETAILS. Tax exemptions. By mom, the City cf Fon Collins is exempt from state and local tours. Our Exemption Number u 11. NON WAIVER. 98-0450, partial Excise Tax Exemption Cenificam of Registry 84fi00058] is ragweed with the Collector o1Failure of the Purchaser to insist upon stria performance of the terms and conditions him ef. failure or delay to Internal Revenue. Ours or. Colorado fief. Colorado Revised Stories 1973, Chapter 39 26, 114 (a). aris, 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 of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to boom ro meet specification, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be divined a waiver of any right of the damage in transit, may be retumm to you for ermit and arc no to be replaced except upon rcaipt of written Purchaur t t upon strict performance bermfor any ofiw rights or remedies any such goods, regardless, instructions from me City of Tom Collins. of when shipped• recanal or accepted, as to any prior or suhequem default Remainder. nor shall any purpnnm oal modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the coma hap rion. GOODS arc subject o the City of Fon Collins bapeetion on amval. bureau. Final Acceptance. Receipt of the merchandise, services or equipment in resilience to this order can result a 12. ASSIGNMENT OF ANTITRUST CLAIMS, t[w aurized payment on the pan of the City of Fen Collins Howeveq it is or m undertom sl thanFINAL Seller and the Purchaser compact that in teal mossmanic practice. overcharges resulting from antitrust ACCEPTANCE. is dependent upon completion,fall applicable required inspection procedures. violations am is fan home by the Purchaur. Theretofore, for good cause and as consideration for -comming this purchase oNer, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereffor Freight Terms. Shipments must be F.O.B.. City of Fen Collins, 700 Wood St., Fen Collins, CO 80522, unless acquired under federal or sate antitrust laws for such overcharges relating to the particular goods or services otherwise apsa ied on this order. if pernmanom is given to prepay freight and charge separately, the original frsighi purchued or acquired by the Puchaser pursuant o this purchase order. bill most accompany invoice. Additional charges for packing will no, be accepted. ❑. PORCH ASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturer, have distributing pvint,in various pans of the country, shipment is [I he Purchaser directs the Seller to comet nonconfoaming o, defective gwds by a date to be agreed upon by the expected from the neatest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipment, are made from Banner Lisburne. mop cause the work to be Isothermal by the most expeditious means available to it, and the Seller shall pay all nnnx asspehaed with such work. Permits. Seller shall pox ure at sellers sole cost all necessary formal, wnificales and licenses required by all applicable law regolutiom, aodinsmcs sad rules of the into, municipality, territory or political subdivision where the work a Performed, oo ...moved by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fon Collins harmless from and against all liability and lass d by them by mason of an asserted of established violation of any such laws, regulations, ordinances, rates remaremyanaconda. Authorization. All panics to this contra agree that the representatives are. in fan, bona tide and p doss feu and complete authority to bind said parties. LIM] AT ION OF I SHIPS. This Purchase Order expressly limits acceptance to the rem, and conditions ..had herein set Inch and any wpplecturfary or additional Draw and conditions amexed heem or mem sorted harein by reference. Any additional or di docar t local and conditions proposed by seller arc objected 1. and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGEN 1' immediately if you croon make compinc shipment to drove on your promised delivery date as named. Time is of the essence. Delivery and performance main be figured within the time sated oa the purchase coder aryl the decuments anached hereto. No acts of the Putehasers including, without hininumm, accelerate of partial Iatc deliveries, shall operate of a waiver i f this provision. In the event of my delay. the Purchaser shall have, in addition to other legal am equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However. the Seller shall not be liable (or damages as a result of delays due to craws ram reasonably foreseeable which tie beyond its reasonable control and without its fault of negligence, such acts raffled, acts ofeivil in military authorities, governmental priorties.Does. strikes, Bond, epidemics. wan or viols provided that ounce ofthe conditions taming such delay is given to the Purchaser within five (5) days of the time when me Seller fro received knowledge thereof In the event of any such delay, the date of delivery shall ba extended for the periW canal to the time actually lost by reason of the delay. 3. WARRANTY. T he Seller warners that all goods, societal, materials and work covered by this order will conform with applicable drawings, f,ammicutions, samples and/or other descriptions given, will he fit for the purposes intended and performed with the highest degree el ears and comperenec in accordance with ,coupled somfords for wed of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcr. breach of warrnry. The Seller shall replace, repair m make good, wilhom canto the purchaver, any defter or faults arising within one (0 year or within such longer period of time as nmy be prescribed by law or by the a mtc of any applicable warranty provided by the Seucr ano the dole of eceprnee of the goods tarnished hemumer (vccepuncc ram to be unreasonably delayed), resulting front Imtorfed or detective work done or malcrials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of soy claim under this warranty. Except as otherwise provided in this purchase order, the Seller, ability hereunder shall extend to all damages prarmartely caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of pmfits or loss of use, NO IMPLIED WARRANTY OR MERCIIAN TAM 1.1 rY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal temrs by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the times, other than legal term,, including additios to or deletions from the quantities originally odemd in the specifications or drawings, by verbal or wrincn change oNer. If any such change affects the amount due or the time of performance h rcunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wrincn change oNer, terminate this agreement as to any or all portions of the goods then no shipped, subject to any equitable adjuament Innocent the Panics as to any work or materials then in protect provided that the Purchaur shall not be liable fro any claims for anticipated pmfits on me uncompleted panion of the gwds andor work, for incidental or eorseet c oul damages, aM that no such adjmunom M made in favor of the Seller with respect o any grads which me the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofany ofthcir obligations as to any goods delivered formula, ]. CLAIMS FOR ADIUSTMIiNT Any claim for adjustment most be asserted within thin (30) days from the date the change or termination is ordered. 8. COSI LANCE W D H LAW, The Seller warrants that all gramis said hereunder shall have been produced, sold, delivered and fumishm in stria omplutwo 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 regulation, required to be nwaporerd in agreements of this character are hereby incriminated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a instill of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither puny shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prig r written cons.... I.I die ether an,. Ik TITLE. The Seller warrants full, clear and unrestricted ride to the Purchaser for all scopmens, materials, and items tarnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims ofolhas, I he Seller shall releae the Purchaser and its metracmrs of any tier foam all liability and Iran, of any nature resulting from the performance of such work. I his minor shall apply even in the event of fault of ncglifcnce of the pan, released and shall extend to the directors, officer, and rodayces ofsooh parry. T he Sel Ice's not ... 1-1 obligations, including warranty, shall not be deemed to be reduced, in any way, because such wone is performed or caused to be performed by the Purchuun. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, pment, trademark or copyright, the Setter shag indemnify and save barmtrss the Purchaser woo any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the eomran, and shall indemnify the Purchaur for any cost, expense or damage which it may b, obliged to pay by reason of such infringement at any time during the pmaecurion or afim the completion of the work. In hear vid equilateral. or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of laid equipment or pan is enjoined, the Seller shall, at its own expense am at its optioneither produce for the Purchaser the right to coming, using said equipment or pans, replace the same withsubsamiallyequal but automating equipment, or modify a.m it becomes noninfringing. 15, INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the h cfit of comment, appoint a receives or muoc for any of the Sellers property or business, this order may forthwith be canceled by the Pocam r without liability. 16. GOVERNING LAW. The definitions ofrrms used or the interpretation of the agrecmmt and the rights of.11 panics heeuder shall be convinced under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in where the Seller is to pecferan work hereunder, neluding the services of Sellers Represenarive(s), on the premiss of others. 10. SELLERS RESPONSIBILITY. The Seller shall carry on said work an Seller's own risk until the same is Rally om pleted and accepted, and shall, in e of any accident. demrunien or injury r the work and/or materials before Seller's final completion and ccepnmce, complete the work at Seller's own expense and to the vtcluclion of the Prichmee When materials and equipment re Iurnished by others for installation or erection by the Seller. me Seller shall receive, unload, store and handle more at the site and become responsible therefor as though such materials and/or equipment were being furnishN by the Seller ando the order. 18. INSURANCE. The Seller shall, a1 his from cxpensr, poevide for the payment ofwomcm compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, anchor to their dependents in accordance with the laws of the sale in which the work is to be done. The Seller shell also carry comprehensive general liability, including, but not limited to, connanual and automobile public liability insurance with bodily injury and death limits ofat [cut S300,000 for any one Passed. S500,000 lair any car accident and pmpeny damage limit per weidenl of S 00.000. The Seller shall likewise require his contractors, if any, to pmvidc for such compensation and announce. Before any of the Sellers or his contractors nnploycn shall do any work upon the premises of others, the Seller shall fumish the Pulehawr wish a certificate that such cmIIMMILon am insurance have been pmvidc& Such eenifiheles shall specify i e date when such compensation and insurance have bttn provided. Such ecnificaco shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and imsumna shall be =trimmed until alter the mire xork is completed and accepted. 19. PRO I ECTION AGAINST ACCIDENTS AND DAMAGES, The Seller hereby assumes the entire responsibility am liability for any am all damage, low or injury i fany kind or nature wmoreover to perao or property caused by or exulting form the, of the work provided for in d this purchase Oeror in connec tion herewith. The Seller will indemnify and hold harmless the Purchaser am any or all of the Pumhaun officers, agents add employees boom and against any and all claims, loma, damages. charges or national, whether direct or indirect, am whether to prnons or proton to which the Purchaur may be put or subject by mosion of any act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other prmeNings shall be brought against the Purchaser, or as officers, agents or employees or any time account or by mason of any her, action, neglect, omissian or default of the Scllcr of any of his contractors or any of its or their officers, agents or employees as afmcsaid, the Seller hereby agrees to Divine the defense thereof and to arena the same at Sellers own expense, to pay any and all costs, charge, muprOx tees and ether expenses. any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or c ndryfes in such nits or other proocmings, and in case judgment or other lien be placed upon or obtained against 'he property of the Purchaser, or said panics in or as a result of such so its or other proceedings, the Seller will at once heusc the same o be dissolved end discharged by giving bond err utherwise. The Scllcr and his contractor, shall take all safety precautions, branch and install all guards necessary Inc tire ree pention of wide.., comply aim all laws and regulations with regard to safety including. but without I'mmoion, the Decagon...I Safety and Health Act of 1970 and all fors and regulations issued pursuantthatch, Revised 032010