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HomeMy WebLinkAbout109464 INGRAM BOOK CO - PURCHASE ORDER - 3212123PURCHASE ORDER PO Number Page City Of 3212123 1 of z ' `t Collins This number must appear on all invoices, packing slips and labels. Date: 01/18/2012 Vendor: 109464 INGRAM BOOK CO ONE INGRAM BLVD PO BOX 3006 LA VERGNE Tennessee 37086-1986 Ship To: PROCESSING CENTER Z FORT COLLINS PUBLIC LIBRARY 256 W. MOUNTAIN AVENUE FORT COLLINS Colorado 80521-2 Delivery Date: 01/18/2012 Buyer: DAVID CAREY Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED, DURING THE CURRENT CALENDAI YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES ANDAOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description / Quantity UOM Unit Price Extended Ordered Price 2012 ANNUAL PO LIBRARY BOOK PURCHASES PO COVERS THE COST OF C3. Oi�-.stQ s� 1 LOT LS AS ORDERED/INVOICED. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 300,000.00 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchasc Order Terms and Conditions Page 2 of 2 L COMMERCIAL DETAILS. Tax exemptions By statute the City of Fort Collins is exempt from state and [.cut mace. Our Exemption Number is 11 NONWAIV ER. 99-0,1502. Federal Excise Tax Exemption Certificate of Registry 94-6000557 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 Fd. exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance oforpayment for good hereunder or approval ofthe design, shall not release the Sellerof Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any ofthe warranties or obligations of this purchase order and shall not be deemed a waiver ofany right of the damage in transit, may be retumed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hereofor any of its rights or remedies as to any such goods. regardless urantotion%Gom the Ciry of Fen Collittc of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported cal mndificatimu or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on mrival. hcrcof. 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 be understood 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 arc in fact borne by the Purchaser. Theretofore, for food cause and as consideration for mccating this purchase onto, the Scllcr 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 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular good or services otherwise %peei&d on this order. If remission 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. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is Iflhc Purchaser directs the Seller to cancer nonconforming or defective goods by a date robe agreed upon bythe expected front the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingir ess to cnmply, 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 Al costs associmcd with such work. Permits. Seller shall pasture at sellers sole cost all necessary permits, ecrtificates 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 Form 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. Authonionion. All panics to this contract agree that the representatives arc, in fact, bona fide and posses% full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order espim.ly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional tents and conditions annexed herein or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected m 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 attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial lute deliveries, shall operate as a waiver ofthis provision. In the event ofany delay, the Purchaser shall have. in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. Hmveveq 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 withom its fault ofncgligcncc. such acts of God, acts of civil on 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 fiat received knowledge thereof. In the event ofany such delay, the date of delivery %ha11 be extended for the period equal to the time actually lost by reason ofthe dcluy. 3. WARRANTY. The Seller warrants that all goods. articles, materials and work covered by this order will confomi with applicable drawings. specifications, samples and/err other descriptions given, will he 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 agfees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur oa account of the Sellers breach of wartanry. The Seller shall 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 ofany applicable warranty provided by the Seller after the date of acceptance ofthe goods 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 Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages presimmcly caused by the breach ofany of the foregoing wurantics 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 moss by wTumn change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the forms, other than legal terms, including additions to on 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 ofperformance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wa-mcn 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 of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor ofthe Seller with respect to any goods which are the Sellers standard stock_ No such termination shall relieve the Purchaser or the Seller ofany of their obligations as to any good delivered hcrcundcr. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days man the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warants that all goods sold haconder shall have been produced. sold. delivered and famished 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 evidence compliance. All laws and regulations required to be incorporated in agreements of this chametcr are hvebv incorpommd 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 party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. IO. TITLE, The Sellcrwarants full, clear and unrestricted title to the Purchaser for all equipment. materials, and items Famished in performance of this numerical, five 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 am, nature resulting from 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. officem and employees ofta ch party. The Seller's contractual obligations, including warranty, shill not be deemed to be reduced, in any way, because .such work is performed or caused to be perfomsd 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 from 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 Pumhascr for any cost. expense or damage which it may be obliged in pay by reason ofsuch infringement at any time during the prosecution or after the completion of dic work. In ease 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 parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes nonin Gipping. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt. make an assignment for the benefit of creditors, appoint a receiver or tmntec for any of the Sellers property or business, this ostler may forthwith he canceled by the Purchasc, without liability. 16. GOVERNING LAW. The definitions oflcrms used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be conslmed 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 Represc native(s), on the promises nfothers. 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 final completion and acceptance, complete the work at Scllcrs own expense and to the satisfaction of the Purchaser. When materials and equipment arc fnrnished by ethers for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become respnusible therefor as though such materials and/or equipment were being furnished by the Seller under the order. IS. INSURANCE. The Scllcr shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employee, employed on or in connection with the work covered by this purchase order, and/or to their dependents in aecnrdance with the Imes of the state in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of err Icast S300,000 for any one pvreon. 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 of others, the Sellershill furnish the Purchawr 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 certiftcutos shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until aficr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hereby assumes the entire responsibility and liability for any and all damage. loss or injury of any kind or nature whatsoever to persons or prnperty caused by or resulting fmm the execution ofthe work provided for in this purchase order or is connection herewith. The Seller %will indemnify and hold harmless the Pumhascr and any or all of the Purchasers oRccis, agents and employees Form and against any and all claims, losses, damages, charges or cxpensca. 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. neglect. Omission or default on the part ofthe 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 offiecm agents or employees at any time on account or by reason ofany act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their offmors, 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 pmcccdings, and in case judgment or other lien be placed upon or obained against the properly ofthe Purchaser, or said panics in or as a result of such suits mother 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 guards necessary for the prevention of accidents, comply with all lams and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all mlcs and regulations issued pursuant thereto. Revised 03/2010