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HomeMy WebLinkAbout496323 INSTRUMENTS DIRECT INC - PURCHASE ORDER - 9117540PURCHASE ORDER PO Number Page City Of9117540 t of z ' `t Collins I ns This number must appear " on all invoices, packing slips and labels. Date: 12121 /2011 Vendor: 496323 Ship To: WATER UTILITIES INSTRUMENTS DIRECT INC CITY OF FORT COLLINS 501 HICKORY RIDGE TRAIL, STE 110 700 WOOD ST WOODSTOCK Georgia 30188 FORT COLLINS Colorado 80521 Delivery Date: 12/21/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Ordered Extended Price 1 COMMUNITY PROGRAMS 1 LOT LS 6,149.00 FSCS-KIT2/FUJI PORTALFLOW-C 2 COMMUNITY PROGRAMS 1 LOT LS 25.00 FRIEGHT Total $6,174.00 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 II, CPPO City of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com 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 End Collins is exempt fmm state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-0,1502. Federal Excise Tax Exemption Certificate of Registry 94-6000597 is registered with the Collector of Failure of the Purchaser to insist open 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 lave. 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 failure to meet speeificatioms, 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 of the damage in tansit. may be returned to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance herd forany of its rights or remedies as to any such goods, regardless instructions from the City of FTn Collins, of vehen shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported final modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection an ancient. hereof. Final Acceptance. Receipt of the merchandise. services or equipment in response to this order can result in 12. ASSIGNM ENT OF ANTITRUST CLAIMS, authorized payment on the pan of the City of Fort Collins However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, macharges resulting from antitrust ACCEPTANCE, is dependent upon completion ofall applicable required inspection procedures. violations arc in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all elnims it may now have or hereafter Freight Terms. Shipments most be F.O.N., City of Fort Collins, 700 Wood St., Fort Collins. CO 90522, unless acquired under federal or state antitrust laws for such overcharges refining 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 order, 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 grad by a date to be agreed upon by the expected from the nearest distribution point to destination, and czars freight will be deducted front Invoice when Purchascr and the Seller, and the Set let thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made fmm greater distance. may cause the work to be performed by the mmr expeditious means available no it, and the Seller shall pay all costs associated with such work. Permits. Seller .shall procure at sellers sole cost all necessary, permits. cenificates and licenses required by all applicable laws, regulations, ordinances and talcs 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. Sella 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, rates and requirements. Authorization. All panics to this contract agree that the mpreecnnatives 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 seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of fu nial late deliveries, shall operate as a waiver ofthis provision. In the event ofany delay. the Purchascr shall have, in addition to other legal and equitable remedies, the option of placing 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 are beyond its reasonable control and without its fault ofnegligencc, such act of God, acts ofcivil or military authorities, governmental priorities, fire,, strikes, Bond, 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 of any such delay, the date of dclivay,hall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings. specifications. samples end/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Sella agrees to hold the purchaser harmless from any loss, damage or expense which the Purchascr may suffer or incur on account of the Sellers breach of wamnry. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within am (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 after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done err materials famished by the Seller. Acceptance or use of good by the Purchascr shall not constitute a waiver, of any claim under this wamnry. 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 vvzmnties 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 terms by written change order. 5. CHANCES IN COMMERCIAL TERMS. The Purchaser may make any changes to the term%, other than legal term, including additions to or deletions from the quantities originally ordered in the specifications or donvings, by verbal or written change morr. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchascr may at any time by written change order, terminate this agreement as to any or all portions of the good 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 pmfns on the uncompleted potion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Sella with mspca to any good which arc the Sellers standard stock. No such termination shall relieve the Purchascr or the Seller of any of their obligations as to any goods 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. 8. COMPLIANCE WITH LAW. The Seller warrants that all good% sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations m which the goods are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance, All laws and regulations required to be incorpomted in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and held the Purchascr harmless From all costs and damages suffered by the Purchascr as a result of the Sellers (oiler, to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order. or any monies due or to become due hereunder without the prior wnttcn consent of the other party. 10. TITLE, The Sellawnmms full, clear and unrestricted title to the Purchascr for all equipment, materials, and items famished 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 from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors. offcas and employees ofsuch puny. The Setters contractor] obligations, including wamnry. shall not be damcd to be reduced, in any was. bcaansc such work is perforated or caused to he performed by the Purchascr. 14. PATENTS, Whenever the Seller is required to use any design, device. material or process covered by letter, patent; nadcmark or copyright, the Seller shall indamify and save harmless the Purchascr from any and all claims for infringement by mason of the use of such patented design, device, material at pieces, 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 of after the completion of nhc work. In case said equipment or any part 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 Parchisa the right to continue using said equipment or parts replace the same with substantially equal but noninfringing cgoipmenl, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or tmstec for any of the Sellers property or business this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tans used or the interpretation of the agramem and the rights ofall panics hereunder shall be construct! under and governed by the laves critic State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Scllcrs Representativc(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Scllcr'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 Sellers final completion and acceptance, complete the work at Scllcrs own expense and to the satisfaction of the Purchascr. When materials and equipment are furnished by others for installation or erection by the Seller. the Seller shall receive, unload. star, and hand], same at the site and become responsible therefor as though such materials and/err 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/err to their dependents in accordance with the laws of the state in which the work is to be done. The Seller shall also tarty comprehensive genera] liability including, but not limited to. contractual and anmmubile public liability insurance with bodily injury and drain limits of at least 5300.000 for any True person, S500.000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contactors, 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 ofmhers, the Seller shall famish the Purchaser with a anifieate that such compensation and insurance have been provided. Such cenificates shall specify the date when such compensation and insurance have ban provided. Such cenificates shall specify the dale when such compensation and instnznce expires. The Scllcr ogras 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 responsibilityand 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 of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchascr and anv or all of the Purchasers offcat agents and employees from and against any and all claims, losses. damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchascr may be put or subject by reason of any net, 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 proceedings shall be brought against the Purchascr, or its officers, agents or employees many 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 defense thereof and to defend the same at the Sellers own expense, to pay any and all costs charges, attorneys fees and other expenses, any and all judgments that may be incurred by or clarified against the Purchascr err any of its or their officers, agents or employees in such ,suits or other proceedings, and in ease judgment or other lien be placed upon or obtained against the property of the Purchaser, Or said parlics in or as o result ofsuch suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or clha risc. The Seller and his contractors shall take all safety precautions. furnish and install all guards oacssary for the prevention of accidents, comply with all Imes and regulations with regard to safety including, hint without limitation, the Occupaliona] Safety and Health Act of 1970 and all rules and regulations issued pursuant therein. Revised 03/2010