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HomeMy WebLinkAbout106963 VWR SCIENTIFIC - PURCHASE ORDER - 3212103City Of PURCHASE ORDER PO Number IPage 3212103 1 1 of 2 ' 6rt COIF This number must appear on all invoices, packing slips and labels. Date: 01/13/2012 Vendor: 108963 VWR SCIENTIFIC DIVISION OF VWR CORPORATION 17750 E 32ND PL 910 AURORA Colorado 80011 3325 Ship To: POLLUTION CONTROL LAB CITY OF FORT COLLINS 3036 ENVIRONMENTAL DRIVE FORT COLLINS Colorado 80525 Delivery Date: 01/13/2012 Buyer: OPAL DICK Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES Line Description Quantity UOM Unit Price Extended Ordered Price 1 2012 Blanket Order Pollution Control 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 Total Invoice Address: 15,000.00 $1 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 boxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84 6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). Gods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped ordee to defects of damage in transit, may be manned to you for credit and am not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS am subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Pumhnscr to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to pmmptly notify the Seller in the event of a breach, the acceptance of or payment for goods hercund" or approval of the design, shall not release the Sellcr 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 perfomancc hereofor any of us rights ormmdies as to any such goods, regardless of when shipped, received or accepted, as to tiny prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a naive' of any of the terms hereof. Final Acceptance. Receipt of the membandise, 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 be understood that FINAL Seller and the Purchascr recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations arc 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 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 tinder 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 wparamly, 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. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is Ifthe Purchascr 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 destination, and excess freight will be deducted from Invoice when Purchaser and the Scller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all esters associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable lases, regulations, ordinances and rules of the state. municipality, tertimry or political subdivision where the work is performd, 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 hamlcm from and against all liability and loss incurred by them by reason of an asserted or established violation of any such lases regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the reprewntatives arc, 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 mints and conditions stated herein set froth and any supplementary or additional rams and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller arc 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 partial late deliveries, shall operate as a waiver of this prevision. In the event of any delay, the Purchascr shall have, in addition to other legal and equitable remedies. the option of placing this order clecwhcm 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 of negligence, 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 first received knowledge thereof. 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 of the dclay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, 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 standards for work 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 Sellers breach ofwamnty. The Seller shall replace, repair or make god, 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 after the date of acceptance of the gods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchascr shall not constitute a waiver of any claim under this warranty. Except as othcnviw provided in this purchase order, the Sellers liability hereunder shall 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 actors 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 atfbers the amount due or the time ofpofomanec hemundo, 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 parties 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 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 am the Scllcrs standard stock No such termination shall relieve the Pumhawr or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or Icmination is ordered. 8. COMPLIANCE WITH LAW. The Seller woman that all goods sold hereunder shall have been produced, sold delivered and fumished in strict compliance with all applicable lases 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 regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Purchascr as a result of the Scllcrs failure to comply with such lase. 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 of the other parry. 10. TITLE. The Seller wamnts full, clearand 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 all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the parry micuwd and shall extend to the directors, effects and employees of such parry. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any nay, because such work is performed or caused to be performed by the Purchascr. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by hurter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchascr form any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cast, cxpcme 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 equipments 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 in 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 benefit of creditors, appoint a mceiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchascr without liability. 16, GOVERNING LAW. The definitions of toms used or the interpretation of the agmemcm and the rights of all parties hereunder shall be construct] under and governed by the laws of the State of Calomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Rcpresentative(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Scllcrs own risk until the same is fully completed and accepted, and shall, in case of any accidents 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 of the Purchascr. When materials and equipment arc furnished 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 furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment ofworken 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 Inns of the state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contracnrzrl and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one person, S500,000 for any one accident and property damage limit per accident of S400.00r1. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance Before any of the Scllcrs or his contactors employees shall do any work upon the premises ofothers, the Seller shall furnish the Purchaser with a certibeatc 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 responsibilityand liability for any and all damage loss or injury ofany kind or nature whatsoever to persons or pmperty caused by or resulting from the execution ofthc work provided for in this purchase order or in connection herewith. The Scller will indemnify and hold harmless the Purchascr and any or all of the Purchasers officers. agents and employees fmm 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 pm or subject by reason of any act, action, neglect, 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 caw 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 afHccrs, 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 expcmci. any and all judgments that may be incurred by or obtained against the Purchascr or any of its or their officers. agents or employees in such suits or other proceedings, and in caw judgment or other lien be placed upon or obtained against the property of the Purchascr, or said parties in or as a result ofsteh suits or other proceedings, the Scller will at once cause the more to be dissolved and discharged by giving bond or otherwise. The Seller and his centimeters shall take all safety precautions, furnish 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 rules and regulations issued pursuant themto. Revised 0312010