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HomeMy WebLinkAbout102795 WESCO DISTRIBUTION INC - PURCHASE ORDER - 9120834Fort Collins Date: 02/08/2012 Vendor: 102795 WESCO DISTRIBUTION INC 11333 E 55TH AVE UNIT A DENVER Colorado 80239-2029 PURCHASE ORDER PO Number Page 9120834 �ofz This number must appear on all invoices, packing slips and labels. Ship To: UTILITY SERVICE CENTER - WA CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 02/08/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 7034-1080 1200 EA 4.9500 5,940.00 electronic lighting control 70341080 12A4 CONTROL, LIGHTING, ELECTRONIC, 105-305V, 1.0 FCS TURN -ON STD. CELL, 320J MOV, TWIST -LOCK DTL, DP124-1.0-1707-J50; Delivery: 4-6 Weeks per quote Cam, c3. oi�Q � U 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 Invoice Address: 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 taxes. Our Exemption Number is 11. NONWAIVER. 98-fW502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered With the Collector of Failure Of the Purchaser to insist upon strict performance of the tans and conditions hereof failure or delay to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). exercise any rights or rcmcdics provided hcrcin or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofer payment for .it, hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to f6ilurc to meet specifications, either When shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be recurred to you for credit and are 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 instroctions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported and modification 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 arrival. 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 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 good cause and as consideration for executing this purchase ruler, the Seller hereby assigns to the Purchaser any and all claims it may new have or hereafter Freight Terms. Shipments must be F.O.B., City of Fan Collins. 700 Woad St., Fort Collins. CO 80522. tunics, 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. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination. and excess freight will be deducted from Invoice When shipments are made Rom greater distance. Permits Seller shall procure at sellers .sole cast all necessary pcmits, certificates and licenses required by all applicable laws, regulations, ordinances and mles of the state, municipality, territory er political subdivision Where the Work is performed, or required by any other duty constituted public authority having jurisdiction over the work of vendor. Seller Ember 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. rules and rcquircmcam Authorization. All parties to this contract agree that the rcpresentatives 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 terms and conditions stated hcrcin set forth cad any supplementary or additional toms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and herchy 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 panial late deliveries, shall operate as a Waiver of this 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. 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 ofnegligenec, such acts of God. acts ofcivil 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 ofthe delay. 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 he fit for the parpnses 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 of w:amnty. The Seller shall replace, repair or make good. Without vast 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 xvamnty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from inmperfcet 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 wumnty. Except as othewise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing warranties or guarantees, but such liability shall in no event include loss ofpmfits 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 fmm 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 of performance hemunder, 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 It 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 efthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Set[,, 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 goods delivered hercundcr. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fmm the date the change or himination is ordered. R. COMPLIANCE WITH LAW. The Seller wamats that all goals sold hereunder shall have been produced, sold, delivered and furnished 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 or evidence compliance. All laws mud 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 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 hercundcr without the prior written consent of the other parry. 10. TITLE. The Seller Warrants fall, clear and unrestricted till, to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, rescmations, security interest eneumbranecs and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs Om Seller to correct nonconforming or defective goods 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 Purchascr 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. The Seller shall release the Purchaser and it contractors of any tier fmm ail 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 released and shall extend to the directors. affccrs and employees of such party. The Seller's contractual obligations, including wammy. shall not be deemed to be reduced, in any way, because such work is performed or caused to be performed by the Pumhattr. 14. PATENTS. Whenever the Seller is required to use ony design, device, material or process covered by lever, 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 Purchaser for any cost, expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or aflcr the completion of the Work, In case said equipment, at any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part 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 noninfringmg. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make on 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 of terms used or the interpretation fthe agreement and the rights of all parties hercundcr, shall be construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform Work hercundcr. including the scnices of Scllcrs Rcprescntativc(s), on the premises nfothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Scllcr's own risk until the same is fully completed and accepted, and shall. in case of any accident dwtmction or injury to the Work and/or materials before Seller's final completion and acceptance, complete the Work at Seller's oven expense and to the satisfaction of the Purchaser. Whoa 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 of workers compensation, including occupational disease benefits, to it, employee, 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 including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits ofar least S300,000 for any ony person, S500,610 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 arch 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 cenfftentc that such compensation and insurancc have been provided. Such certificates shall specify the date When such compensation and insurance have liven provided Such certificates shall specify the date when such compensation and insurance expires The Seller agrees that such compensation and insurance shall he 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 all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hamlcss 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 indimcl, 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 parr of the Seller, any of his contractors, or any of the Scllcrs or contractors officers, agents or employees. In case any suit or other pmceedings 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 defuult 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 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. agent, 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 parties in or as a result of such suits or other proceedi ngss. 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 precaution.,, famish and install all gunrds accessary far the prevention of accidents, comply with all lams and regulations with regard to safety including, but without limitation. fire Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010