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HomeMy WebLinkAbout508060 CLEVER DEVICES LTD - PURCHASE ORDER - 9125809Fort Collins Date: 03/24/2014 Vendor: 508060 CLEVER DEVICES LTD 300 CROSSWAYS PARK DR WOODBURY NY 11797 PURCHASE ORDER PO Number Page 9125809 10f2 This number must appear on all invoices, packing sli s and labels. Ship To: ENGINEERING DEPT-MASON CITY OF FORT COLLINS ENGINEERING DEPT-MASON 281 N. COLLEGE AVE FORT COLLINS CO 80524 Delivery Date: 11/06/2012 Buver: ED BONNETTE Note: Line Description Quantity UOM Unit Price Extended Ordered Price 5 Addendum PO #9125809 Change Order #2 (req 47026) City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fogov.com 1 LOT EA 39,277.33 F9N 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. COMMERCIALDETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fi en state and local axes. Our Exemption Number is I I. NONWAIVER. 98U4502. Federal Excise Tax Exemption Certificate of Registry RE6000587 ¢ registered with the Collamr of Failure of the Purchaser m i.e. upon mart Mr.. of tM corms and conditions hereof, failure or delay to loomed Revenic. Denver, Colorado (Ref. Colorado Revised Socrates 1973, Chapter 39-26, 114 (a), exercise any rights in remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance offer payment for goods hereunder in approval ofte design, shall not release the Seller of Goods Rejected. GOODS REJECTED due as failure to meet specifications, either whm shipped m due to defects of any of the wamnfci or obligations of this purchase arder and shall nod be deemed a waiver of any right of the damage in transit, may be resumed to you for credit and are not to be - replaced except upon receipt of wtinm Purchase roinsist upon srict pert hertofor wYoffiu rights or rernedam is to any such good, regardless instructions; firm be City of Fort Collins. of what shipped, received m accepted, as to any prior or subsequent default hereunder, nor shill any purposed oral modification or rescission of this purchase order by the Purchaser operate ns a waiver of any of be terms Inspection. GOODS are subject to the City of Fort Collins inspection an tropical. tremor. Fired Acceptance Receipt of the merchandise, services or equipment in tepome an this order cm result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However, it is on be undcrstaad that FINAL Seller and the Purchaser mmgnire that in actual economic pram us ctice, o ereharges resulting froantitrust ACCEPTANCE is dependent upon completion of ill applicable required inspection procedures. violations are in fact home by the Purchaser. Theromfore,fogood cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser my and all claims it may now have or hereafter Freighl Terms. Shipment must be F.O.M. City of Fan Collins, 700 Woof St., Fort Collins, CO 80522, unless acquired under federal or sure amitmst 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 mast accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is Ifire Purchaser directs the Seller to cancer nonconforming or defective goad by a dam to be agreed upon by the expected Imo the busiest distribution in, to deaturro n, and excess freight will be deducted 1'mm Invoice when Purchaser and the Seller, and the Seller theran0cr Indicates its inability or unwillingness to comply, tlm Purchaser shipments are made from Bream, shotmce. may cause be work to be performed by the most expeditious means available to it, and the Sella shall pay all costs associated with such work. Prmtits. Seller shall procure al milers into cost all romomy permits, cenifcato and licenses required by all applicable laws, regulations, ordinances and rules of be scam, municipality, territory or political subdivision where the work is Performed, or required by any other duly corstimed public authority having jurisdiction over be work of vendor. Seller further agree. In hold be City of Fiat Collins harmless firm and against all liability and loss incurred by them by reason of an assured or established violation of any such laws, regulations, ordinances, roles and raluimments. Audmnsation. All Errors to this commit agree that be representatives nee, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purelsom Order expressly limits acceptance to be burns and coeditions sated herein set Inh and any supplementary or additional toms and conditions annexed harem or incorporated herein by reference. Any additional or different erms and conditions proposed by seller are objected to unit hereby rejar d. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou 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 acs of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event army delay, the Purchaser shall have, in addition m ofbe, legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, be Seller shall not IN liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond it reasonable control and without its fault of negligence, such nets of Gad, :uts of civil or auhr ry authenties, govemmental 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 lime what the Sella first received knowledge thereof. In be event of any such delay, the date of delivery shall be extended for the period equal to the time cruel ly lost by reason of the delay. 3. WARRANTY. The Seller warrants bra all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fir for the purposes intended, and performed wit the highest degree of care and competenee in accordance with accepted standstill for work of a similar nature. The Sclfer agrees a held be purchaser homeless firm any lass, dmwgc or expense which be Purchaser nay sufferer incur an account of the Sellers breech ofavarranry. The Seller shall replace, repair arrestor good, without cast m the purchsser, any defects or faults arising within one (1) year or within such longer period of time as may ae Reverential by low or by be toms, of any applicable wareanry provided by be Seller after be date of acceptance of the goods famished hereunder (acceptance not to be urueawvblY delayed), resulting from imperfat or defective work dour or m'uerids fiunuhed by be Scllcr. Acceptance or use of gads by be Pumhaser shall or constitute is waiver ofany claim seder this warranty. Except a, otherwise provided in this purchase robot, be Sellers liabiliy hereunder shall cxrcnd to of damages forma amly caused by be breach of any of the foregoing am annex or guamnters, but such liability shall in no event include loss of profs or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4, CHANG ES IN LEGAL TERMS. The Purchaser may make changes to legal terms by wrinen change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser cony make my changes m be terms, ober than legal terms, including additions to or deletions thrum the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the mount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change Oder, mrmiwm this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parries as to any work or materials then in progress provided that the Purchaser shall not be liable fro any claims for anticipated Profits on the uncompleted Fiction of the goods output work, for incidental or cons quential damages, and that no such adjustment be made in favor of the Seller with nspat to any good which art the Sellers standard stock. No such termination shall relieve the Purchaser or be Seller of any of their chligations as to any goods delivered hereunder. Z CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within tied (30) days from the date be change tar termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have ban produced, sold, delivered and fumbred 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 offer or evidence compliance. All laws and mgulatiom required to be incorporated in agreements of this chimera are hereby, mencramaed herein by this reference. The Seller agrees to indemnify, and hold the Purchaser harmless tom all costs and damages suReted by the Purchaser as a result of fe Sellers failure to Comply with such law. 9. ASSIGNMENT. Neither parry shall al transfer, or convey fir Order, or any monies due or to become due hereunder without be prior written Consent ofhe other puny. 10. TITLE. The Seller warrants full, clear and numbered title to be Purchaser or all equipment, materials, and items furnished in performance of this agreement fire and clear of any and all liens, restrictions, rcaervations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any for from all liability and claims of any nature resulting from be performance ofeuch work. This release shall apply even in be event of fault of negligence of be party, released and shall extend to the direcmrs, ifrm, and employers ofsuch party. The Sellers commcmal obligations, including.1y, shall not be deemed to be medical, in any way, because such wfirk is performed or mused m be Performed by the Purchaser. 14. PATENTS. Whenever be Seller u required to use any design, device, material or process covered by ]error, patent, trademark or copyright, be Seller shall iotkmdfy and save harmless be Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with be contract. and shall indemnify be Puahaser for any cast, expense or damage which it may be obliged to pay by reason of such infngement at any time during be prosecution or after the completion of be work. In case said equipment. or any pan hereof or the intended use of the good, is in such suit held to constitute infringement and the rue of said equipment or part is enjoined, the Seller shall, at its own expanse and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace be same with substantially equal but ma inGnging equipment, or modify it sat it becomes noninfngim. 15. INSOLVENCY. If the Seller shall became insolvent or bankmp, make an assignment for the benefit of creditors, appoint a or trustee for any of the Sellers property or business, this order may forthwith be ...riled by the Purchaser without habiliry. 16. GOVERNING LAW. The definitions ofteras used or be interpretation ofte agreement and be rights of all parties hereunder shall be comtmN under and governed by be laws of be State ofColomdo, USA. The following Additional Conditions apply only in cases where be Seller is to perform work hereunder, including be services ofSellem Represenutive(s), on be premises written. 17. SELLERS RESPONSIBILITY. The Seller shall cony on said work at Sellers own risk until the same is filly completed and accepted, and shall, in case of any accident destruction o injury m the work aMkr marends before Sellers final completion and acerytanee, complete be work at Selleh own expense and to be satisfaction of dre, Purchaser. When demands and equipment are handball by oters for instalbtim or erection by the Seller, be Seller shall receive, unload, some and handle same an the site and become responsible therefor as bough such mmeriab andim equipment were being bombast by be Seller under the order. IS. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including aenpational disease benefits, to its employees employed on or in connection with be 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, camprchensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of .11.. S300,000 for any one person. $500 000 for any one accident and propeny damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, ro Provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall fumish be Purchaser with a ceniGcam tat such compensation and insurance have been provided Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall spttify be date when such compensation and insurance expires. The Seller agrees that such compensation =it insumuce shall be maintained wti1 after the entire work is completed od accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby ass es the entire responsibility, and liability for arty and all damage, Inns or injury, of any kind or, nature wharsaever to persons or property mused by or resulting from be execution ofbe wed provided for in this purchase order or in competion herewith. The Seller will indemnify and hold homeless be Purchaser and any or all of fie Purchucrs oMo.. agars and employees from and against ony and all clairns, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or suffer, by reamn of any act action, baled, omission or default an be pan of the Sclks, any of his onersams, or any or be Sellers or commetoni oI icess, agents or employees. In case any .it or ober proceedings shall IN brought against be Purchaser, or its officers, agent or employees at any time on account or by reason of any act action, neglect, omission or default of be Seller of my of his contractors or my of its or their olBcers, agents or employees as aforesaid, be Seller hereby agrees to assume be defense Burred and to defend be same at be Sellers own expire, to pay my and all costs, charges, momeys f and other expenses, any and all judgments that may he incurred by or obtained against But Purchaser or my of its or their olBcem, agents or employees in such suits or other proceedings, and in case judgment or other lam be placed upon or obtaned against the property of be Purchaser, or said parries 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 Switg band or otherwise. The Seller and has codmclors shall Like all safety precautions, fumish and install all guod 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 them.. Revised 03I2010