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HomeMy WebLinkAbout102570 DRIVE TRAIN INDUSTRIES INC - PURCHASE ORDER - 9120077City of �,.F6rt Collins Date: 01/06/2012 Vendor: 102570 DRIVE TRAIN INDUSTRIES INC PO BOX 5845 DENVER Colorado 80217 PURCHASE ORDER PO Number Page 9120077 1of2 This number must appear on all invoices, packing slips and labels. Ship To: FLEET SERVICES - MAIN SHOP CITY OF FORT COLLINS 835 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 01/06/2012 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Blanket order to cover the cost of miscellaneous parts for fiscal year 2012. All deliveries shall be made upon request of City Parts department only. All deliveries to be accompanied by an invoice or packing slip. This purchase order is for the procurement of goods and/or services, as needed during the current fiscal year. Dollar amounts specified are estimates and not a promise to purchase any minimum amount of goods and/or services. 2 Credit 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 1 LOT LS 1 LOT LS 35,000.00 -1.000.00 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr 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 99-0,1502. Federal Excise Tax Excerption 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 mcd specification,, either when shipped or due to defects of damage in transit, may be returned to you for credit and am not to be replaced except upon receipt of written instmdions from the City of Fart Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser m insist upon strict performance of the teats and conditions hcreaf failure or delay to ascmive any rights or rcmcdice provided herein or by law, failure to promptly notify the Seller in the event 'fa breach, the acceptance of or payment for goods hereunder or approval ofthe design. shall not release the Sella of any of the ttarrantics or obligations of this parchase order and shall not be deemed a waiver of any right ofthe purchaser to insist upon strict performance harefor any of its rights or remedies as to any such marls, regardless of when shipped, received or accepted, as to any prior or subsequent default herdmdcr, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver c f any ofthe term 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 Fort Collins, However, it is to he understood that FINAL Seller and the Purchaser recognize that in cereal economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of ill applicable requied inspection procedures, violations are in fact borne 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 claims it may nmv have or hereafter Freight Terms. Shipments must be F.O.B.. City of Fort Collins, 700 Wood St.. Fan Collins CO 80522. unless acquired under federal or state antitrust Imes 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 onto. bill must 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 Seiler to correct nonconforming or defective good by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchnscr and the Seller, and the Scllet thereafter indicates its inability or unwi liingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditions means available to it and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cast all necessary permits, certificates and licenses required by all applicable laws, regulations. ordinances and mles ofthe state, municipality, territory or political sulalivision where the work is performed, or required by any other duly constituted public authority havingjurisdiction 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 am such laws, regulations, ordinances. rules and requirements. Authorization. All panics to this contract agree that the representatives are. in fact, bona fide and possess full and complete authority to bind mid panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplementary or additional teens 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 ofthe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attachod hereto. No acts of the Purchasers including, without limitation, acceptance effectual late deliveries, shall operate as a witiver ofthis prevision. In the event of any delay. the purchase, hall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewlicie and holding the Seller liable for damages. However, the Sella shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable central and without its fault ofnegligenec, such acts of God, acts ofeivil or military authorities, governmental priorities fires, strikes, fond, epidemics, xars or riots provided that notice of the conditions causing such delay is given to the Purchaser within fire (5) days of the time when the Seller first received knowledge thereof In the event of any such delay, the date of delivery shall he extended for the Period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable dmwill specifications, samples and/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 standard for work of a similar nature. The Seller agrees to hold the purchaser harmlem firm any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Sellashall replace, repair or make good, 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 Sclla nfer the date of acceptance ofthe goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done a materials famished by the Seiler, Acceptance or use of goods by the Purchaser shall not constitute a waiver ofnny claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend m all damages proximately caused by the breach of any ofthe foregoing warranties or guarantees, but such liability shall in no event include loss ofpmfits 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. C14ANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal teats. inchmding additions to or deletions from 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 ofperformancc hereunder, an equitable adjustment shall he 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 parties as to any walk or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated prefts on the uncompleted portion ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Sella with respect to any and,, which arc the Scllcrs standard sunk. No such taro iaation shall relieve the Purchaser or the Seller of any of their obligations as many goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT, Any claim for adjustment must be asserted within thirry (30) days farm the date the change or tcmuinatom is ordered. R. COMPLIANCE WITH LAW. The Seller warns that all goods mid hereunder shall have been produced, mid, delivered and famished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seiler shall execute and deliver such documents as may be required to effect or evidence compliance. All Incas 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 Puahiscr harmless Tom all costs and damages suffered by the Purchaser as a result of the Scllcrs failure to comply with such law. 9, ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or any monies due or to become chic hereunder without the prior women consent of the other pony. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser 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 ill liability and claims of any futre resulting front the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees ofsuch parry. The Seller's contractual obligations, including warranty, shall not be deemed to he reduced, in any way, because such work is perforated 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 later. patent, nadcmark err copyright, the Seller shall indemnify and save harndess the Purchaser fmm any and all claims for infringement by reason ofthe use of sneh lamented 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 at 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 mid 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 more with substantially equal but nnninfringing equipment. or modify it so it becomes naninfringing. 15. INSOLVENCY. If the Seiler shall become insolvent or bankrupt make no assignment for the henefil of creditors, appoint a receiver or tootce for any of the Sellers property or business, this order may forthwith he canceled by the Purchaser without liability, 16. GOVERNING LAW. The definitions oftemw used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be convicted under and governed by the laws ofthe 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 Rcprcsentntive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Sella shall carry on mid work at Seller's corn 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 final completion and acceptance, complete the work at Sellers own expense and to the satisfaction ofthe Purchaser. When materials and equipment are famished by others for installation or station by the Seiler. the Seller shall receive, unload, store and handle mac at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. IR. INSURANCE. The Seller shall, at his own expense pmvide 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 lases of the slate in which the walk is to he done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and antomabile public liability insurance with bodily injury and death limits afar least S300,090 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. Tory, to provide far such compensation and insurance. Before any ofthe Sellers or his contractors employees shall do any work upon the premises ofathers, the Seiler shall famish the Puahasa with a certificate, that such compensation and insurance have been frowned. Such certificates shall specify the date when such eompenmtion and insurance have been provided. Such certificates shall specify the date when such eompenmtion and insurance expires. The Scllcr agrees that such compensation and insurance shall be maintained until after the calire 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 ofnny kind or nature whatsoever to persons nr property, caused by or resulting from the execution of the work provided for in Ihis purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any ar n11 of the Purchasers r0icas. agent,, sad cmplayas from and against any and all claims losses, damages, charges or expenses, whether direct or indirect, and whether to persons or pampa y to which the Purchaser may be put or subject by reason of any act, action. neglect, omission or default on the pan of the Scllcr, any of his contactors, or any of the Sellers or contractors officers, agents or employees. In ease any suit or other proceedings shall be bmughl against the Purchaser, or its officers, agents or employees it 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 defense thereof and to defend the same at the Sellers awn expense, to pay any and all costs, charges ationeys fees and other expenses, any and all judgments That nmay be incurred by or obtained against the Purchaser or any of its or their officers, agents or employees in such sails or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of Purchaser, or said panics in or as a result of such suits or other proceedings, the Seller will at once cause the come to be dissolved and discharged by giving bond or otha vise. The Seller and his contractors shall take all safety precautions, furnish and install all gourds 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 rules and regulations issued pursuant thereto, Revised 03/2010