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HomeMy WebLinkAbout460555 FACTORY MOTOR PARTS CO - PURCHASE ORDER - 9120078 (2)City of �.,Fo�rt Collins Date: 04/27/2012 Vendor: 460555 FACTORY MOTOR PARTS CO 3800 WEICKER, UNIT 2 FORT COLLINS Colorado 80524 PURCHASE ORDER PO Number Page 9120078 1 of 2 This number must appear on all invoices, packing slips and labels. Ship To: FLEET SERVICES - MAIN SHOP CITY OF FORT COLLINS 835 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 01/06/2012 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price 5 Addendum 1 LOT EA-800.00 Credit Total-$800.00 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 Tenns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local tax¢. On, Exemption Number is 11. NONWAI VER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-W(X)597 is registered with the Collector of Failure of the Purchaser to insist upon strict pMomtance of the terms and conditions hereof. failure or dclsv 10 Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39 26, 114 (a). exercise any rights or remedies provided herein or by law. failure to promptly notify the Seller in the event of a breach. the acceptance ofor payment for goods hereunder or approval ofthc design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due m defects of anv of the wanantics or obligations of this purchase order and shall not be devoted 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 Immofor any of its rights or remedies an to now such good, regardless instructions from the City of Fort Collins. of when shipped. received or accepted, as to any prior or subsequent default hereunder, nor shall any purrymnl a.I modifiemion or rescission of this purchase outer by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Pon Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNM ENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. Hoovecr. it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, m'creharecs resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations arc in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order. the Seller httcby assigns to the Purchaser any and all claims it may now have or hereafter Freight Tema. Shipments most be F.O.H., City of Fort Collins, 700 Wood St.. Fort Collins, CO 80522. unless requital under federal or state manors, 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 bounce. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in variants pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective prods by a date to he agreed upon by the expected Form the nearest distribution point to destination. and excess freight will be deducted from Invoice when Purchaser and the Scllcr, and the Seller thereafter indicates its inability a .unwillingness to comply, the Purchaser shipments are made form greater distance. may cautc the work to be performed by the most expeditious means available to it and the Seller shall pay all cost associated with such work. Pcmuit. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable Imes, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other drily constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fon Collins harmless from and against all liability and Ines incurred by them by reason of tin asserted or established violation of any such laws, regulations, ordinances rules and requirement. Authorization. All panics to this contract agree that the representatives are. in fact, hones fide and possess hell 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 m additional across and conditions annexed hereto or incorporated herein by reference. Any additional or di Rerent terns 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 promised delivery date as noted. Time is ofthe 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 partial late deliveries, shall operate as a .wiser ofthis provision. 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 Scllcr shall not be liable for damages as a result of delays due to causes rot reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts nfci,if or military authorities. gm-emmental priorities, fires, strikes. Hood, epidemics. wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days ofthe 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 senors of the delay. 3. WARRANTY. The Seller warrants that all goods. articles, materials and work covered by this order will conform with applicable drawings, specifications samples andlor 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 Pumhascr may sulfa cr incur on account of the Sellers breuh of warranty. The Seller.shall replace. repair or make good. without cost to the purchaser, any defects or faults arising within one (II year or within such longer period of time as may he prescribed by law or by the terms of any until fable wananry provided by the Seller ater the dale of acceptance of the goods famished 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 aarrnr. Except as othem so, provided in this purchase order, the Sellers liability hereunder shall extend to all damages pros ins caused by the breach of any of the foregoing wvrmatics or guarantees, but such liability shall in no event include loss nfpmfits tot loss of uses NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL. TERMS. The Purchaser may make changes to legal moot 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 from the quantities originally ordered in the specifications or drawings, by verbal or written change crier, If any such change affects, the amount due or the time ofperfomtance 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 tc any equitable adjustment between the panics as to any work or mmct-mis then in progress provided that the Purchaser shall not be liable for any claims for anticipated posit on the uncompleted portion of the goods and/or work. for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any good which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any gents delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be ossened within thirty (30) dots from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller wanams that all goad sold hereunder shall have been produced. sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the grinds are subject. The Seller shall execute and deliver mch documents as may be required In effect or evidence compliance. All laws and regulations required to he incorporated in ag¢ements of this character are 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. art convey this order, or any monies due or to become disc hereunder without the prior written consent of the other parry, 10. TITLE. The Seller warrants fall. clear and unrestricted title to the Purchasar (mall equipment, materials. and items famished in performance of this agreement free and clear of any and all liens, restrictions, reservations security interest encumbrances and claims of mhos. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting From the performance ofsteh work, This release shall npp1v even in the event of fault of negligence of the party released and shall extend to the directors. officers and employees ofmch party. The Seller's contractual obligations, including warranty, shall not be deemed to he reduced, in any way, because such work is performed or caused to he performed by the Purchaser, 14. PA'I'I!N'IS. Whenever the Scllet is rryuired to use any design, device, material or process covered by Iencr, patent, trademark or copyright, the Seller shall indemnify and save hamiless the Porch over 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 barony cost, expense or damage which it may be obliged to pay by reason of such infringement of any time during the prosecution or after 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 infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Pmchmmr the right to continue using said equipment or pans, replace the same with substantially equal but mainfringing equipment, or modify it so it becomes nonini inging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assiEmment for the benefit of creditors, appoint a receiver or trustee for tiny of the Sellers progeny or business, this order may forthwith he cencelcd by the Purchaser without liability. 16. GOVERNING LAW. The definitions nfterms used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be eonstrutetl under and succored by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Scllcr is to perform work hereunder, including the services of Shccrs Rcprcscntnlive(s). on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry on said work at Scllcr, awn risk until the same is fully completed and accepted, and shall. in case of any accident destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Shccrs own expense and to the satisfaction ofthe Purchaser. When materials and equipment are famished by others for installation or erection by the Seller, the Seller shall mwivc, unload, store and handle not at the site and become responsible therefor as though such materials andlor equipment were being furnished by the Seller under the order. I B. 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 neconfance with the laws of the state in which the work is to be done. The Seller shall also carry comprehensive general liability including, bra not limited to, contractual and automobile public liability inrcuraucc will) hotlily injury and death limit rf at I ... t S300.000 for any one person. S500,000 for any one accident and property datnnge limit per accident of S460,000. The Seller shall Idvvvisc require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contocor, employees shill do any work upon the prcmi,aes crushers. the Seller shall famish the Purchaser with a certificate that such compensation and ironance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Stich certificates shall specify the date when such compensation and insurance expires. The Scllcr agrees that such compensation and insurance shall be maintained until after the entire work is completedand accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the xeration ofthe work pmvidcd for in this purchase onfer or in connection herewith. The Seller will indemnify and hold hamiless the Purchaser and any or all of the Purchasers officers, agents and employees from and against anv 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 one of the Sellers or contractors oRcers, agents or employees. In case any suit or other proceedings shall be brought against the Purchtiser, or its officers. agents or employees at any time on account or by reason of any act. action, neglect. emission or default of the Seller of any of his contractors or any of it or their officcm, agents or employees as aforesaid, the Seller httcby agrees to assume the defense thereof and to defend the some at the Sellers a%%n expense, to pay any and all costs. charges, attorneys fees and other cxpcttcs. 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 other lien be placed upon or obtained against the property of the Pu¢hascr. 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 otherwise. The Seller and his contractors shall take all mIcty prcnmions, famish 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 rules and regulations issued pursuant flicirm. Revised 03/2010