Loading...
HomeMy WebLinkAbout472254 NAMASTE SOLAR ELECTRIC INC - PURCHASE ORDER - 9122431PURCHASE ORDER PO Number Page City of PURCHASE 9122431 of 2 `t Collins This number must appear on all invoices, packing slips and labels. Date: 04/25/2012 Vendor: 472254 NAMASTE SOLAR ELECTRIC INC 4571 BROADWAY ST BOULDER Colorado 80304 Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/25/2012 Buyer: OPAL DICK C3. Oi'1e�92� 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 1. COMMERCIAL DETAILS. Tax exemptions. By stamtc the City of Fan Collins is exempt From state and local taxes. Our Exemption Number is 99-0,1502. Federal Excise Tax Exemption Ccnificide of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (d. Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defect of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written instntctions from the City of Fort Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on mria:al. 11. NONWAIVER. Failure of the Purchaser In insist upon strict performance of the teats and conditions hcrcof. failure Or delay to exercise any rights or remedies provided herein or by law, failure to promptly notifv the Seller in the event of a breach, the acceptance of or payment for goods hereunder or nppmval 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 by right of the purchaser to insist upon strict performance hereofor any of it rights ar remedies as to any such grads" regardless of When Shipped. received or accepted. as to any prior or subsequent default hereunder, not shall any purported oil modification or rescission of this purchase order by the Purchaser operate as a s aiver of any of the terms hcrcof. Final Acceptance. Receipt of the merchandise services or equipment in response to this order can result in 12. ASSIGNM ENT OF AN'I'[TRUST CLAIMS. authorized payment on the pan of the City of Fort Collins, H.wcvcn it is to he understrxd that FINAL Seller and the Purchaser recognize that in rental economic practice overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspenion pmcedums. violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase oiler, the Seller hereby assigns to the Purchnscr any and all claims it may now have or herem0er Freight Temt. Shipments must be F.O.H.. City of Fort Collins, 700 Wood St.. Port Collins, CO 96522, unless acquired under federal Or state antitrust Inws 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 In this purchase Order. bill must accompany invoice Additional charges for pocking will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance Where manufacturers 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 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,tind the Seller thereafter indicates its inability m unwillingness 1. comply, the Purchaser shipments arc made from greater distance. may cause the work to be perftnnied by the most expeditions means available to it, and the Seller shall pay all costs associated With such Wnrk. Permits. Seller shall presence at sellers sale 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 performed, or required by any other duty constituted public amhorfty having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fan Collins harmless from and against all liability and It,, incurred by them by reason of m asserted or established violation of env such laws, regulations, ordinances. odes and requirements. Authonzntion. All parties to this contract agree that the represcntadwes are. in fie,, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the rants and conditions stated hcrcin set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by rcfcrcncc. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your pmmiscd delivery date as noted. Time is of the essence. Delivery and perfomance nuts, be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchaser, including, Without limitation, acceptance ofpanial laic deliveries shall operate as a waiver of this provision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. Howcreq the Seller shall not he liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence. such nets of God acts ofeivil or military authorities. governmental priorities. fires, strikes, Hood, epidemics, wars nr 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 ,hall he extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will confirm With applicable drovings, 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 fro work of a similar nature The Seller agrees to hold the purchaser facades fmm any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wanamy. 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 a time as may be prescribed by law or by the terms ofany applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective Work done or matenzl, furnished by the Set lee Acceptance or use of goods by the Purchaser shall not constitute a wniwa of any claim under this warranty. Except as Otherwise provided in Ais purchase order. the Seller, liability hereunder shall extend to all damages proximately caused by ,he breach of any al the foregoing warn arks Or guarantees. but .such liability shall in no sent include loss of profits or loss of test. NO IMPLIED WA RRA N'I-Y 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. CHANCES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the sps,,fic.1i.., or drawings, by verbal or vwdtw. change order. [troy 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 written 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 good and/or work, for incidental or consequential damages, and that no such adjustment he made in favor of the Seller with respect to any goods which arc the Sellers standard stock. No such wrounation shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assencd within thirty (30) days from the date the change or termination is Ordered. S. COMPLIANCE WITH I LAW. The Seller warrants that all courts ,Old hereunder shall have been produced, sold, delivered and Furnished in strict compliance with all applicable laws and regulations to which the good 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 are hereby incorporated herein by this reference. The Seller agrees to indemnify and bold 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. 10. TITL E. The Seller warrants full, clear and unrestricted title to the Pamha,cr for all ecnipmenh materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest ,.card nce,, and claims of.thcn,. The Seller shall mica a the Purchaser and its contractors of anv tier form all liability and claims of any nature resulting from the performance nfmch work. This release ,hall apply even in the event of fault of negligence of the party released and shall extend to the directors, effects and employees of such parry. The Seller's contractual obligations. including wamenty, shall not be deemed to he reduced, in any way, because such Wnrk is perforated or caused to be perforated by the Purchaser. 14. PA"FE N'I S. Whenever due Seller is requ fired to use any design, device, material or process catered by letter. patent. trademark or copyright, the Seller shall indemnify and save hamtless the Purehascr fmm any and all claims for in fringcnwtu 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 in inn gement it any time during the prosecution or after the completion a the work. In ease said equipment, or any part thereof or the intended use of the goods, is in such suit held to cons, itute infringement and the use of said equipment or part is enjoined, the Seller shall, at it, own expense and at its option, cut,,, procure for the Purchaser the right to continue using mid equipment or pan,, replace the same with substantially equal but anninfringing equipment. or modify it .m it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver Or trustee for any of the Scllcrs property or business, this after may forthwith be canceled by the Purchaser Without liabiliy. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights ofell parties hereunder shall be continued under and governed by the laws ofthe State of Colomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the scrviccx of Sellers Representative(.,), on the prcmiscs ofathers. 17. SELLERS RESPONSIIIILITY. The Scllcr shall carry on said work at Scller's own risk unlit the same is fully completed and accepted, and shall, in case Of any accident. de tr ction err 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 famished by others for installation or crcetion by the Seller. the Seller shall receive. unload. store and handle same at the site and become responsible Ihcrefor as though such materials and/or equipment were being furnished by the Seller under the order. Ig_ INSURANCE. The Seller shall, at his own expense, provide for the payment of vmrkcrs 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 Ira., of the state in which the Work is to be done. The Seller shall also carry comprehensive geneml liability including, but not limited to. contractual and atuomobilc public liability insurance with bexlidy injury and death limits oral [cast 5300.000 for any one pcoon. S500,000 for any one accident and prepcny damage limit per accident of S400.000. The Seller shall likewise require his contnctom. if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work atria the premises ofothcrs, the Scllcr shall furnish the Pumhascr with a cenlfcme ohm such entnpenmtion 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 counnusalion and insurance expires. The Scllcr ogrces that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. 'I he Seller hereby assuntcx the entire responsibility and liability for any and all damage. loss Or injury ofany kind or nature Whatsoever to person, or properly caused by or resulting fmm the execution of the work provided far in this purchase orderor in connection herewith. The Seller will indemnify and hold harmless the Pumhascr and any or all of the Purchasers officers. agents and employees Form and against tiny and all claims, levies. damages. charges or expenses, whether direct or indirect, and Whether to persons or property to Whjch 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 Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchnscr. or its officers, agents or cmpinyccs 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 on [heir officers. agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same m the Scllcrs awn expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained agninst the Purchnscr 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 of the Purchaser, or mid parties in or as a result ofsuch suits ar other 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 accessary for the prevention of accidents, comply with dl laws and regulations with regard to safety including, but without limitation, the Occupational Snfcty and Health Act of 1970 and all roles and regulations issued pursuant therein. Revised 032010