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HomeMy WebLinkAbout212903 A G BODY INC - PURCHASE ORDER - 9121983Fort of Date: 04/04/2012 Vendor: 212903 A G BODY INC PO BOX 359 SALT LAKE CITY Utah 84110 PURCHASE ORDER PO Number Page 9121983 1of2 This number must appear on all invoices, packing slips and labels. Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/04/2012 Buyer: OPAL DICK C3. Oi'1e�9-2� 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 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 For Collins is exempt from state and local taxes. On, Exemption Number is 11. NONWAI VER. 98-04502. Federal Excise Tax Exemption Ccnificate of Registry 84-6000587 is rcgmucon! with the Collector of Failure of the Purchaser In insist upon strict performance of the terns and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1073. Chapter 39--26. 114 In). exercise any rights er remedies pmvided herein or by law, failure to promptly notify the Seller in the event of a breach, the neceptanec ofor payment for goods hereunder or approval tf the design, shall not release the Seller of Goods Rejected, GOODS REJECTED due to failure to meet specifications, either when shipped or due to dc(ces of any of the wormntics or obligations of this purchase order 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 be replaced except upon receipt of written purchaser to insist upon strict performance hco nfor any of its rights or remedies as to anv such coons. regardless instructions from the City of Fort Collins, of when shipped, received or accepted, is to any prior or subsequent default hereunder, not shall any purported on] modification or rescission of this purchase order by the Purchaser nNotte 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. ASSIGNAI ENT OF ANTITRUST CLAIMS. suthorizN payment on the pan of the City of Fort Collins. Hmsever. 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 requited inspection procedures. violations arc in fact borne by the Purmhascr. Theretofore, for Food cause and as consideration for esceining this Purchasc 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.K. City of Fort Collins, 700 Wool St.. Fart Collins, CO 90522, unless acquired under federal or state antitrust Inws for such overcharges relating in the paricular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased cr acquired by the Purchnscr pursuant to this purchase order. hill most accompany in%oiec. Additional charges for packing swill not be ncce'led. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufseturem have distributing points in various pars of the country, shipment is If,hc Purchnscr directs the Seiler to correct nonconforming or defective Foods by a date m 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 Seller,and the Seller Ihereoner indicates its inability of unwillingness mermaid , the Purchnscr shipments arc made fmm greater diaancc. may cause the work to be performed by the most expeditious means available to it. and the Seller shall pav all costs associated with such work. Persons. Seiler shall proenre at sellers sole cost all necessary pemuits, certificates and licenses required by all applicable laws. regulations, ordinances and rates of the state. municipality, territory m pr ideal soNtn isinn where theocratic: is perfomed. or required by any other duly constituted public authority having jo mclicl ion over the work of vendor. Seller lumber agrees In hold the City of Fort Collins humorless from and against all liability and loss incurred by them by reason of ran asserted or established violation of any such Imes, regulations, ordinances. rules and requirements. Authorization. All panics to this contract agree that the representatives are. in fact, bona fide and possess fill and complete authority to bind said panics. LINIITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional term and conditions annexed hereto or incorporated herein by reference. Any additional or different tents and conditions proposed by seller am objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is ofthc essence Delivery and performance must he 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 laic deliveries, shall operate as a waiver c fthis provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable remedies. the option of pdacing this order elscscherc and holding the Seiler liable for damages. However, the Seller shall not be liable for damages as a result of delays due In causes not reasonably foreseeable which arc beyond its reamnable control and without is fault ofnegligence, such acts cf Ord, acts ofeivil or military authorities, governmental priorities, firm, 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 acy such delay. the date of delivery shall be extended for the period equal to the time actually lost by reason ofthc delay. 3. WARRANTY. The Seller imants that all goods, articles, materials and work covered by this order will confnmm with applicable drawings, specifications, samples and/or 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 agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sclicrs breach of warranty. 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 a, may be prcmribed by law or by the term, of any applicable warranty pmvided by the Seiler viler the date of acceptance of the goods furnished hereunder (aacpti ncc not to be unreasnwMy dclaved), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance cruse of goods by the Purchaser shall not constitatc a war,cr ofany claim ands this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages pro,irnatcly caused by the breach of any of the Investing warmmics or guarantees, but such liability ,shall in ran event include loss of profits or loss of use. NO IMPLIED WARRANT), OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SI )ALL APPLY, d. CHANGES IN LEGALTERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any ehnngcs to the tents. other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written clnnpe order. If any such change affmtc the amount due or the time ofperformanee heref nda, as excitabic adjustment shall he 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 baveni 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 no the uncompleted portion of the goods andlor work. for incidental or consequential damages, and that no such adjusnncnt he made in favor of the Seiler with mspeel m any goods which are the Sellers standard stock. No such termination shall rdicwc the Purchnscr 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 termination is ordered. It. COMPLIANCE WITH LAW. The Seller warrants that all goods mid hereunder shall have been produced, sold, delivered and furnished 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 In be incorporated in agreements of this character are hereby incorporated hacin 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 tf the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, tmn,fcr, or convey this order. or any monies due or to baomc due hcrcundcr without the prior written consent ofthc other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchnscr for all equ ipmcnt. materials and ilems furnished 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 eontnetors of arm tier fmm all liability and claims of any nature resulting fmm the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party rdcased and shall extend to the directors. oficersand cntplovecs ofsuch party. The Seller's contractual obligations, including aamnty, shall not be deemed to be reduced, in any way, becrosc such work is perforated or caused to he performed by the Purchaser. 14. PATENTS. Anccnever the Seller is required to use any design, device. material or Tartness covered by letter, patent, trademark or copyright. the Seiler shall indemnify' and save hamdcss the Purchaser (ram any and all claims for infringement by reason of the use of such patented design, device, material or prwmsx in connection with the contract, and shall indemnify the Purchaser for any cost. expense or damage which it may be obliged to pay by mason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any par, thereof or the intended use of the goods, is in such snit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, m its own expense and at its option, either procure for the Purchnscr the right in continue using said equipment or pans, replace the sane with substantially equal but noninfringing equipment or modify it so it becomes noninfringing. 15, INSOLVENCY. If the Seller shall hccomc insolvent or bankript, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers pmpcny or business. this order may forthwith he canceled by the Purchaser wilhout liability. 16. GOVERNING LAW. The definitions oftcmu used or the imerprctation ofthc agreement and the rights ofall parties hereunder shall be construed under and governed by'the laws ofthc State of Colorado, USA. The following Additional Conditions upply only in cases where the Seller is In perfnruu work hereunder. including the services of Sellers Representative(,), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work al Scllcr'% own risk until the some is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work andlor materials before Sellers final completion and acceptance, complete the work at Seller', own expense and to the satisfaction of flue Purchaser. When amounts and equipment are furnished by others for installation or creation by the Seller, the Scllcr shall receive, anlwd. 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,he order. I g. INSURANCE. The Seller shall, at his ewn expense, provide for the payment of workers compensation, including occupational disease bereft,. to is employees mnployed 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 of m least S300,9t0 for any one permn. S500.00) for any one accident and property damage limit per accident of S400.0fi0. 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 pmmiws ofnthem. the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been pmvided. 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 hcrchy assumes the entire resrmnsihility and liability (or any and off Jana ge, dos, or injury ofany kind or nature whntmevcr to persons or property caused by or resulting fmm the execution of the work provided for in this purchase ender or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers. macros 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 of the Seller, any of his contractors, or any of the Seller, or contractors officers, agents at 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, aclion, neglect, omission or default of the Seller of any of his contractors or any of is or their officers, agents or employees as aforesaid, the Seiler hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, In pay any and all costs. charges, mtamcya 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 ease judgment or other lieu be placed upon or obtained against the property of the Purchnscr, or said parties in or as a result of such suits or other pmeeedings, 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 precrmio s. furnish and install all genres necessav for the prevention of accidents, comply w'i,h all lases and regrintions with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rates and regulations issued pursuant thereto. Revised 0312010