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HomeMy WebLinkAbout497376 WESTERN ENGINEERING & RESEARCH CORP - PURCHASE ORDER - 9120654Fort Collins PURCHASE ORDER PO Number Page 9120654 1of2 This number must appear on all invoices, packing slips and labels. Date: 01/31/2012 Vendor: 497376 Ship To: RISK ANAGEMENT DIVISION WESTERN ENGINEERING 8, RESEARCH CORP CIT F FORT COLLINS 12421 E 37TH AVE 2 N MASON, 2ND FLOOR DENVER Colorado 80239 ORT COLLINS Colorado 80524-4 Delivery Date: 01/31/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price Irrigation Valve Review 1 LOT EA 1,360.64 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 Total $1,360.64 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terins and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By stamto the City of Fm Collins is exempt from state and local taxes. 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). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be resumed to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fnrt 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 ofthe terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, 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 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 herenfor any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported nml modification or rescission of this purchase order by the Purchaser operate as a waiver of any ofthe tears 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 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, 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 90522, unless acquired under 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 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 manufactumm have distributing points in various parts of the country, shipment is Ifthe Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agrcel upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from invoice when Purchaser and the Seller,rand the Seller thereafter indicates its inability or unwillingness to comply, the Iiurchawr shipments are made form greater distance. 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. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is perforated, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller fnither 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, odes 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 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 tents 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 por nixed delivery, date as noted. Time is of the essence. Delivery and perfomranec 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 ofpamed late deliveries shall operate as a waiver of this prevision. In the event of any 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. 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 ofacgligcace, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, Bond, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchasor within live (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the dote of delivery shall be extended for the period equal to the time annually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that all gads, ankles, 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 stiffer or incur on account ofthe Sellers breach of warranty. The Soler shall replace, repair or make good, without cost to the purchaser. any defects or faults arising within one (H 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 finished 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 aarmnty. 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 warm mics 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. CHANGES IN COMMERCIAL TERMS. The Purchaser may male 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 cover. If any such change affects the amount due or the time of,scaliournance 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 gads then not shipped, subject to any equitable adjustment bet oven the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated prolts 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 Sell, with respect to any goods which are the Scllcrs standard stock. No such temriaation shall relieve the Purchaser or the Scaler 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 termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants 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 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 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 wTittcn consent of the other parry. 10. TITLE. The Scllcrwmmnts hull. clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in perfnmance of this agreement, free and clear of any and all lions, restrictions. reservations, security interest encumbrances and claims ofethers. 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 loch work. This release shall apply even in the event of fault of negligence of the parry released and .shall extend to the directors, officers and employees of such parry. The Seller's contractual obligations, including wormnty, shall not be doomed to he reduced, in any way, because such work is perforated or caused to be perforated by the Purchaser. 1st. PATENTS. Whenever the Seller is required to useany design, device, material or process covered by terra, patent. irademork 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 Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution Or allies 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 infrinecmcm and the rise 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 noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrup, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property, or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofternts used or the interpretation ofthc agreement and the rights ofall panics hereunder shall be construed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perforat work hereunder, including the services of Scllcrs Rc,am mitative(s), on the premises of others. 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, datncrion or injury to the work and/or materials before Seller's final completion and .acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc firmished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle .same at 0n, site and become responsible therefor as though such materials and/or 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/or to their dependents in accordance with the laws of the state in which the work is to be done. The Seller shall also carry comprehensive general liability includin€, 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, 5500.0,10 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 Seller shall famish the Purchaser 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 certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained unfit after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes (lie entire responsibility and 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 ofthe work provided for in this purchase onto or in connection herewith. The Seller will indcmnify and hold harmless the Purchaser and any or all of the Purchasers officers, 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 Purchaser may be put or subject by reason of any act. action, neglect, omission or default on the pan 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 officers. agents or employees at any time on account or by reason of any act. action, neglect, omission or default of the Soler 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 some tit the Sellers own expense, to pay any and all costs. charges, attorney, fees and other expenses, any and all judgments that may be intoned 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 property ofthe 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 bond or othcm use. The Seller and his contractors 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 mles and regulations issued pursuant thereto. Revised 03/2010