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HomeMy WebLinkAbout449502 KUBRA DATA TRANSFER LTD - PURCHASE ORDER - 9112706PURCHASE ORDER PO Number Page City OfCollins ��� 9112706 ' of z `t COI li ns This number must appear ` on all invoices, packing slips and labels. Date: 03119/2012 Vendor: 449502 KUBRA DATA TRANSFER LTD 5050 TOMKEN RD MISSISSAUGA Ontario L4W 561 Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 05/12/2011 Buyer: OPAL DICK City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 11, 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax clue ... goinges. By statute the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is 11. NONWAIVER. 9R.0,1502. Federal Excise Tex Exemption Certificate of Registry 84-6000597 is registered with the Collector of Failure of the Purchaser to insist upon .strict performnncc of the terms and conditions hereof. failure or delay to Internal Revenue. Denver. Colorado (Ref. Colorado Revised Staples 1973. Chapter 39--26. 114 (a), cxceiac any rights or remedies provided hcrcin or by law, failarc to promptly notify the Scllcr in the cleat of a breach, the acceptance ofor payment for goods hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to .meet specifications, either when shipped or due to defects of any of the warranties ar obligation, of This purchase oulcr and shall not be deemed a waiver of any right of the damage in transit. may be returned to you for credit and arc not to he replaced except upon receipt o1written purchaser to insist upon strict performance mocaformry of its rights or remedies as to any such goods. regmdless instructions from the City afford Collins of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported am] modification or rescission of this purchase order by the Pnrchascr operate as a waiver of any of the terms Inspection. GOODS are subject to the City effort Collins inspection an 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 part of the City of Fort Collins. H.xsevcr, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice. ovemMrges resulting from antitrust ACCEPTANCE is dependent upon completion ofoll applicable required inspection procodnres. violations arc in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase enter, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Tennis. Shipments must be F.O.II., City of Fort Collins, 7f10 Wed St.. Fort Collins, CO 90522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services alhcrwisc specified on this order. If permissinn is five. 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 m:n lfatumrs have distributim f points in canons pacts of the country, shipment is If the Pnrchascr 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 Purchnscr and the Seller. and the Seller thcreencr indicates its inability or unwillingness to comply, the Purchaser shipments arc made forma greater distance. may cause the work to be performed by the most expeditious .wan, ,variable to it and the Seller shall any all costs ... ecimed with such work. Permits. Seller shall pmeure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and pales of the state. municipality, military, or political subdivision where the wmrL is performed, or mquircd by any other duly constituted public mnhnrity having jurisdiction over the work of vending. Seller further agrees to hold the City of Fen Collins harmless form and against all liability and loss incurred by them by reason of an asserted to established violation of any such laws, meridians, ordinances. talcs and nequimmcnh. 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 hcrcin set Ranh and any supplcmcatury m additional terms and conditions annexed hereto or incorporated hcrcin by reference. Any additional or different terms and conditions proposed by seller nre 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 ofpanial late deliveries. shall upturn, as a Oniver 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 clarwlwm and holding the Seller liable for damages Hoverer, the Seller shall not be liable far damages to a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and withmn its fault ofnegligenec, such nets riffling. acts ofci,il Or military authorities governmental priorities, fires, strikes, hood, epidemics. was 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 knmvledge 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 delay. 3. WARRANTY. The Seller warnings that all good, articles, materials and work covered by this order will conform with applicable drawings, specifications samples anther other descriptions given, will he fit for the pragvlas intended, and performed with the highest degree of care and compencncc in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless fmm any Inns, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of wammy. The Seller shall replace, repair or make gored. withmn rust to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may he. Prescribed by Inv or by the terms of any applicable warranty provided by the Scllcr ider the date of acceptance of the goods furnished herender (acceptance not to be unreasonably delayed), resulting from itapencel or defective work done Or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty . Except as othervise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing womnties tar guarantees, but such'] infoli ry shall in no event include doss offall 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 Oliva change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tcmts, other than legal terms, including additions to or deletions from the quantities onginally 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, hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The Pumhascr may at any time by written change order, terminate this agreement as to any or ell 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 partial of the good and/or work. for incidental or consequential damages, and that no such adjustment be made in favor of the Seller will respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser err the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asvcncd within thirty (30) days Farm The date the change or termination is ordered. 9. COMPLIANCE WITH LAW. The Seller Ormants that all goods 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 us may be required to effect or evidence compliance. All laws and regulations required to he incorporated in agreements of this character are hereby incorporated hcrcin 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. A. 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 parry. 10. TIT LE. The Seller wamaus full. clear and aaresnicted title to the Pnrchascr far all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, resm.1lions, security interest encumbrances and claims cfothers. The Scllcr shall release the Pnrchascr and its contractors Of any tier from all liability and claims ofany nature resulting Tom the peformaace ofsuch work. This release shall apply even in The sent of fault of negligence of the parry released and shall extend to the directors, officers and employees of such puny. The Seller's eOnh.amml obligations, including oam, my. shall tan, be deemed to be reduced, in any way, becmtse such work is performed or caused to be performed by the Purchnscr. 14. PATENTS. Whenever the Seller is required to use any design. device, nmtcrad 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 Purchaser for any coat expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In else said cquipmmnt. or any pan thereof or the intended rise of the fonds, is in such snit held to constitum infringement and the rise of said equipment or pan is enjoined. the Seller shall, at its own expense and at its option, either pomace for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but nnninfringing equipment, or modify, it so it becomes nnninfringing. 15. INSOLVENCY. If the Seller shall became insolvent tar banknipt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or hawcsc this order may Girth, ifli he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftcrms used or the interprcmtion ofthc agreement and the rights ofAl panics hcmmder shall be mn.stmed 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 hereunder. including the services of Sellers Rcprescmigni c(s). none premises of Others. 17. SELLERS RESPONSJRILITY The Scllcr 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, destruction or injury to the work audlor materials before Scllcr's final completion and acceptance, cmnplcle the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment arc 0imisual by others for installation Or erection by the Scllcr, the Seller shill receive, unload. store and handle same at the site and become responsible therefor as though such annuials and/or equipment were being furnished by the Seller under the order. IR. INSURANCE. The Seller shell, al 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 catered by this purchase order, and/or to their dependents in accordance with the laws of the state in which the work is in be done. The Seller shall also carry comprehensive general liability including, but not limited to, cormacmal and automobile public Iinbiliry insurance with bodily inlnry and death limits of at leasr S306.000 for any one person. S500.000 for any one accident and property damage limit per accident of $400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employee, shall do any ,O,k upon the premises of others, the Seller shall furnish 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 pmvided. 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.usnmcs the entire responsibility and liability for any and all damage. loss or injury of any kind ar nature whatsOcvcr to persons or pmpeny, caused by ar revaluing from the execution of the walk p resided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers nRcca, agents and employees !roar and against any and all claims, losses, damages. charges or expenses, whether direct or indirect and whether to persons or pmpeny to which the Purchaser may be put or subject by reason of any act minor, neglect, amission or default on the pan of the Seller, any of his contractors, or any Of the Sellers or contractors officers, agents or employees. In case any suit ar other proceedings shall be brought against the Purchaser, or its Officers. agent 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 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. .agents or employees in such suits or other proceedings, and in case judgment or cobs.; lien be placed upon Or Obtained against the property Of the Purthascc or said panics in or is 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 otherwise. The Seller and his conmctrrs shall take all safety precautions famish and install all guards necessary far the prevention of accidents, conmply with all Imes and regulations n'ilh regard to safety including, bill without limitation, the Occupational Snfery and Ileahh Act of 1970 and all rules and regulations issued pursuant thereto. Revised 0312010