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HomeMy WebLinkAbout111476 WOMEN'S RESOURCE CENTER - PURCHASE ORDER - 9116006PURCHASE ORDER PO Number Page City/ Of 9116006 1 of 2 ' `t Collins This number must appear 1 on all invoices, packing slips and labels. Date: 10/12/2011 Vendor: 111476 Ship To: CDBG WOMEN'S RESOURCE CENTER CITY OF FORT COLLINS 424 PINE ST, SUITE #201 281 N COLLEGE AVE FORT COLLINS Colorado 80524-2421 FORT COLLINS Colorado 80521 Delivery Date: 10/12/2011 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price FY2011: Dental Connections 1 LOT LS 32,890.00 U 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 Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Total 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 Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAI VF,R. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-WM587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof. failure or delay to Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Gads Rejected. GOODS REJECTED due to failure to mat specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right ofthe damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written puchaser to insist upon strict performance hereofor any ofits rights or remedies as to any such grads, regardless instructions from the City of Fort Collins. of when shipped, received or accepted. as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchax order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS am subject to the City of Fort Collins inspection on arrival. hereof. 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 Tom Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, nutritious resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore, for grad cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B.. City of Fort Collins. 700 Wood St., Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular 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 Purchaser pursuant to this purchase orden bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destruction, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability orunwillingncss to comply, the Purchaser shipments are made from greater distance. may cause the work to be perfomwd by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and mlcs 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 harmless from 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. Authorisation. All parties 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 terms and conditions annexed hereto or incorporated herein by reference Any additional or different terms and conditions proposed by Scllcr arc 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 ofthe essence. Delivery and performance most be effected within the time stated on the purchase order and the documents anachcd hereto. No acts of the Purchasers including, without limitation, acceptance ofpanial late deliveries, shall operate as a waiver of this provision. In the event ofany delay, the Purchaser 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 ofnegligcnce, such acts of God. acts ofcivil or military authorities, governmental priorities, fires, strikes, food, epidemics, wars or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe time when the Seller first received knowledge therm[ In the event of any 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 warrants that all goads, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other d'enfuums given, will he fit for the purposes intended, and performed with the highest degree of cam and competence 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 on account of the Sellers breach of warranty. The Seller shall replace. repair or make goad, 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 of any applicable warranty provided by the Seller net the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seiler. Acceptance or use of goods by the Purchaser shall not eonsmate a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order. the Sellers liability hereundershall extend to all damages proximately caused by the breach of any of the foregoing warranties 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 Purchaser may make changes to legal trnns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions fmm the quantities originally ordered in the specifications 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 adjustment 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 ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor ofthe Seller with respect to any good which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or termination is ordered. A. 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 evidenre 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 from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent ofthe other parry. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser fee all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting fmm the performance of such work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers and employees ofsuch parry. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced. in any way, because such work is perforated or caused to he 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 harmless the Purchaser fmm any and all claims for infringement by mason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, 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 work. In case said equipment. 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 expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with 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 benefil of creditors, appoint a receiver or trustee for any of the Sellers property or business. this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofacims used or the interpretation ofthc agreement and the rights ofall parties hereunder shall be construed under and governed by the laws ofthe State of Colomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Sellers Represcntative(s), on the premises ofothcrs. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall. in case of any accident, destruction or injury to the work and/or materials before Seller's fund completion and acceptance, complete the work at Scllcrs own expense and to the satisfaction ofthe Purchaser. When materials and equipment arc famished 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 order. 18. INSURANCE. The Seller shall, at his own expense, 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 least $300.000 for any one person. S500.000 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 employees shall do any work upon the premises ofothcrs, the Seller shall 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 compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until 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, doss or injury ofany 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 harmless the Purchaser and any or all of the Purchasers effects, agents and employees boom and against any and all claims losses, damages. charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, ncgimt omission or default on the part of the Seller, any of his contractors, or any of the Sellers 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 at any time on 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 defenm thereof and to defend the same at the Sellers man expense, 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 proceedings, 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 ofsuch suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all guard necessary for the prevention of accidents, comply with all laws and regulations with regard to safety, including, but without limitation, the Occupational Safety and Health Act of 1970 and all mies and regulations issued pursuant thereto. Revised 03/2010