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HomeMy WebLinkAbout116519 MAXWELL PRODUCTS INC - PURCHASE ORDER -City of Fort Collins PURCHASE ORDER PO Number Page 9120216 1of2 This number must appear on all invoices, packing slips and labels. Date: 01/12/2012 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: 01/12/2012 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price NUVO CS-B CRACK SEAL 1 LOT LS 23,850.00 PER RENEWAL LETTER $.53/LB Total $23,850.00 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 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 Purchase Ordcr Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-60MS87 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 mcm specifications either when shipped or due to defects of damage in transit, may be returned to you for credit and art not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof. failure or delay to exercise any rights or remedies pmvided herein or by law, failure to promptly notify the Seller in the c%cnt of a breach, the acceptance ofor payment for goods hereunder or approval of the desibm, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereof or any of its rights or remedies m to any such goods, regardless of when .chipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported rand mail fication or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASS IGNMENT OF A NTITRUST CLAI MS. authorized payment on the part of the City of Fort Collins. However, it is to be understand that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore, fro good cause and as consideration for executing this purchase order, the Seller fi rmby assigns to the Purchaser any and nll claims it may now, have or hereafter Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522. unless acquired Linda federal or stare 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 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 destitution, and excess freight will be deducted from Invoice when shipments arc made from greater distance. Permits. Seller shall procure at sellers sale cost all nmesmry permits, certificates and licenses required by all applicable Inws, regulations, ordinances and roles of the state. municipality, territory or political subdivision where the work is pafnamod, or required by any other duly constituted public authority having jurisdiction over the work of render. Sella further agrees to hold the City of Fort Collins harmless tram 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 representatives arc, in fad, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tems and conditions stated herein set forth nod any supplementary or additional terms and conditions annexed herein or incorporated herein by reference. Any additional or different toms 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 ofthe essence. Delivery and pMomance must be effeoted within the time stated on the pumhasc order and the documents attached herein. No acts of the Purchasers including, without limitation, acceptance of fanial late deliveries. shall operate as a waiver of this prevision. In the event ofany delay. the purchaser shall have, in addition to other legal and equitable remedies, the option ofpincing this order elsewhere and holding the Sella liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which am beyond its reasonable control and without its fault ofnegligam. such acts of God, acts of civil 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 fast received knowledge thereof In the event crony such delay, the date of deliveryshall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Sella wamms that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifidotions, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and compdence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser formless from any loss, damage or expense which the purchaser may suffer or incur on account ofthe Sellers breach ofwarmary. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within no (1) year or within such longer period of fimc as may be prescribed by law or by the temu of any applicable wamnty, provided by the Seller after the date of acceptance of the goods famished heranda (acceptance not to be unreasonably delayed), resulting from imperfcct or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not Constitute a waiver crony claim under this wmmrty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach crony of the foregoing wamatics or guarantees, but such liability shall in no event include loss of profits or loss arose. 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 terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change oRttYs the amount due or the time ofperfomance 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 ponion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligntions 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 wamnts that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and deliver such documents as may be required to effect orevidence 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 Purchases harmless from 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 due bacunda without the prior written consent of the other parry. 10. TITLE. The Seller svvmnm full, clear and unrestricted title to the Purchaser far 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. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. tribe purchaser direct%the Seller to correct nonconforming or defective goo&%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 available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its conammas of any tier from nll liability and claims of any nature resulting form the performance of such work. This release shall apply men in the event of fault of negligence of the party released and shall extend to the dimcmrs, officers and employees ofsuch party. The Seller's conmacnml obligations, including wamnry, shall not be deemed to be reduced, in any way, because such work is perfomed or doused to be paformed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or proces%covacd by Jana, patent, trademark or copyright, the Seller shall indemnify and save hamlm%the Purchaser from any and all claims for infringement by reason ofthe use of such patented 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 mason of -such infringement at any time during the prosecution or after the completion of the work. In ewe 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 mid equipment or pans, replace the same with substantially equal but naninfringing equipment or modify it so it becomes mandringmg. 15. INSOLVENCY. If the Seller shall become insolvent or hankmpt make an assignment for the benefit of creditors, appoint a receiver or trostee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofterms used or the interpretation ofthe agreement and the rights ofall panics haeunda shall be consumed 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 Represcntative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers; own risk until the same is fully completed and accepted, and shall. in case of any accident damction or injury to the work and/or materials before Scllcrs final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or account by the Seller. the Seller shall receive, unload. store and handle same at the site and became responsible therefor as though such materials and/or equipment were being furnished by the Seller under the nrder. 18. INSURANCE. The Sellashall. 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 he done. The Seller shall also any comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at [cast S300.000 for any one person, $500,000 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 Sellars or his contractors employees shall do any work upon the premises cinders. the Sellashall famish the Purchaser with a cenlficate that such compensation and insurance have ban provided. Such certificates shall specify the date when such compensation and insurance have ban provided. Such certificates shall specify the date when such compensation and insert 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 of damage, loss or injury crony kind or nature whatsoever to persons or prnpany caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnity and hold harmless the purchaser and tiny or all of the purchamn officers, agents nod employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect and whether In persons or property to which the Purchaser may be put or subject by reason of any act, nction, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors ofilccrs, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its oRcers, agents at employees at any time on account or by reason of any act, action, neglect omission or default of the Scllcr of any of his contractors or any of its or their oRcers, 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 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 pmperry of the Purchaser. or said panics in or as a result of such suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving brand or otherwise. The Sella and his contractors shall take all safety pmandions, famish and install all guards 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 odes and regulations issued pursuant thereto. Revised 03/2010