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HomeMy WebLinkAbout508060 CLEVER DEVICES LTD - PURCHASE ORDER - 9125809 (2)Fort Collins Date: 03/25/2014 Vendor: 508060 CLEVER DEVICES LTD 300 CROSSWAYS PARK DR WOODBURY NY 11797 PURCHASE ORDER PO Number Page 9125809 1of2 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 Buyer: ED BONNETTE Note: Line Description Quantity UOM Unit Price Ordered Extended Price 6 Addendum PO #9125809 Change order #2 (Transfrt por) (req 47026 Transfort portion) P,4 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@fcgov.com 1 LOT EA 25.69 Total $25.69 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. COMMERCIALDEfAIES. Tax exemptions. By statute the City of Fort Collins is exempt from state and local axes. Ow Exemption Number is 98-04502. Federal Excise Tax Exemption C.Ifiepe of Registry 84-6)(1 is registered with the Collector of Internal Revenue, Dower. Colorado (Ref, Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). Goads Rejected, GOODS REJECTED due to failure to meet specification, either when shi,,d or due or defects of damage in dmnil, my be resumed to you for credit and are not to be replaced except upon receipt of written instructions fmm the City of Fot Collins. Inspection. GOODS are subject to the City affair Collins irepecdou on wrival. Final Acceptance. Receipt of the memhoadise, serves or equipment in response to this order can result in adhorlaed payment on the pan of the City of Pon Collins. However, it is to be undet.d thin FINAL ACCEPTANCE is dependent upon completion of el I applicable required inspection procedures. Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood SL, Fort Collins, CO 80522, unless otherwise specri on this order. If permission is given to Repay freight and charge separately, the original freight bill most acemoss vinvoice. Additional chnmes for tracking will not be accepted. Shipment Disage, Whem nowebrlurers have diadburing points in vanims Ports of Be country, shipment is expected fmm the nearest distribution point to destination, and excess freight will be, deducted from Invuice when shipmenW arc made fmm greater distance. Permits. Seller shah porcom al .sellers sole cast all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and roles of the sate, municipality, mriary or political subdivision wLe,e the work is performed, or required by any other duly conducted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fan Collins hmmless from and againt all liability and lass incurred by them by reason of an asserted or established violation of any such laws, regulation, ordinances, roles ono requirements. Authouration. All panics to this warrant agree Jut the representatives arc, in fact, bona fide and possess full and complete authority In bind said power, LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions sated herein set forth and any srpplememary or additional terns and conditions annexed hereto or incorporated herein by reference. Any additional or different inns and conditions proposed by seller are objected to and hereby rGoiled. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immNimely ifyou canrwt make complete shipment to smile on yaw promised delivery dam as award. Time is of the essence. Delivery and performance most be effected within the lime sated on the purchase order and the documents; mischeJ hereto. No acts of the Purchase including, without limitation, acceptance of panial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Forebear shall have, in addition to other legal and expiable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages n a result of delays due to causes not reasonably foreseeable which we beyond its reawnable control and without its fault of negligence. such wts of Gad, is of civil or milimry authorities, governmental priorities, fins, strikes, Bond, epidemics, wars or facts provided that notice of the conditions caning such delay is given to the Purchaser within five (5) days of the time when the Seller fiat received knowledge thereof In the event of any such Enjoy, the doe of delivery shall he extended for the period equal I. the aim, acmally lost by mason of the delay. 3. WARRANTY. The Seller comments that all goods, auricles, marmots cast work wverd by this who will ..farm with applicable drawings, specification, samples merger other description &ivi will be fit for the purPescs 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 hariless from any less, damage or expense which the Purchaser may suffer o, incur an -w. of the Sellers breach of tw rainy. The Seller shall replace, repair or make good, without cost f the purchaser, any defects or faults allsing within one (I) year or within such longer period of time as may be prescribed by law or by the man of coy applicable waranty provided by the Seller after the date of acceparrce, of Be goads famished hereunder (arrepernew not to be unreasombly delayed), mod ing from imperfect or defective work time or materials fiunishd by the Seller. Acceptance ar use of good by the PurcM1aser sha11 mar constitute a waiver ofany claim under this warranty. Except m otherwise provided in this purchase order, the Sellers liability hereunder shall extend ro all damages proximately cooked by the branch of any of the foregoing wmnamies or guarantees, but such liability shall or no event include loss of profits or Iasi 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 written change order 5. CHANGES IN COMMERCIAL TERh1S. The Purchaser may make any changes on be terms, other Joan legal terror, including aJdinc or deletions firm the gnan no, originally ordered in the specifi.tion or drawings, by verbal or wd.m changcorder If any such change affects the amount due or the time ofperforam nce hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchase may an any time by written change order, terminate this agreement as to any or all potions of the Pods then not shipped, subject to any equitable adjusment between the panics as to any work or materials then in progress provided that the Purchase, shall no, be liable for any claims for anticipated profits on the uncompleted Portion ofthe goods major work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any gods which arc Be Sellers sandrai stock. No such termination shall relieve the Purchaser or the Seller of ony of there obligation as to any goods delivered heremWer. T. CLAIMS FOR ADJUSTMENT. A, claim for whop ment must be asserted within mini (30) days firm the dam ,he change or monsirudon is ordered. 8. COMPLIANCE WITH I.A W. The Seller viomals the, all goods sold hereunder shall M1ave been produced, sold, delivered and famished in strict ompliwrce with all applicable laws and regulation to which the goods are subject. The Seller shall execute and deliver such documents as may be twinned to effect or evidence compliance. All laws and regulation squired to be incorporated to agreements of this chmoner we hereby incorporated hertin by this mferww. The Seller agrees a indemnify and held the Purchaser harmless fmm all costs and damages suffered by the Purchaser as a result of Be Sellers failure to comply with speak law. 9. ASSIGNMENT. Neither patty shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior willow consent ofthe other parry. 10. TITLE. The Seller announce full, clear and umestricmd title to the Purchaser for all aquipm.L materials, and items barefoot in perfiernmenim of this agreement free and clear of any end all lieers, restrictions, reservation, security interest encumbnnow, and claims of other. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a beech, the acccpancoroar payment for goodschase rewapproval oft ha design, shall net release thebelleof he any of the o insist warranties or obligation of ce Purchase order and shall not be deemed a waiver of my right of the purchaserto insistuponstria performance W any oranyofits rightsorremediese roany such all my regardless of witm shipped, received io acceptis as de any prior or subsequent default hereunder, nor shell any purported oral modification m rescission of this purchase order by the Purchaser operate as a waiver of any of the tenor hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic rc practice, overcharges resulting farmantitr m ust violations are in fact home by the Purchaser. Theretofore, forgoodcause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter requird under federal or sate antitrust laws for such overcM1arges relining to the paniculw gels or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct twnronfarmiog or def Live goods by a dam ro be, agreed upon by the Purchaser and the Seller, and the Seller tbereafer indicates its inability ear unwillingness I. comply, the Purchaser may exam the work to W performed by the most expeditious means available to ., and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting firma the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extmd to the drunw rs, officers and employees ofsuch parry. The Seller's cummetual obligation, including warranty, shall not be demand to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, noweird or process covered by lever, parent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser fmm any and all claims for infringement by reason of he use of such pamntd design, device, material or process in connection with the comma and shall indemnify the Purchaser for any cost expense or damage which it may be obliged to pay by rtason of such inf iogement In any time during the prosecution or aRw the completion of the weak. In case said rym punt, or any pan domeaf or be imemdd use of the gmL, is in such suit held to cordate mingroement and the use of said equipment or Pan is enjoined, the Seller shall, at its awn expense and in its option, either procure for the Poorhouse the right to connive ring said equipment or pairs, replace the same with substantially equal but mainGnging equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receive, or crust¢ for any of the Sellers property or business, this aide, may forthwith be canceled by the rwithout liability. 16. GOVERNING LAW. The deflations ofleam, wood or the intemremtiwn wf the agreement and the eights of all parries hereunder shall be conhued under and governed by the laws ofthe Sate ofColoado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sella Repmsencoive(s), oa the premises of others, 17. SELLERS RESPONSIBILITY. The Seller shall carry, on said work at Seller's awn risk aril the same is fully completed and accepted, and shall, an case of any accident, destruction or injury to the work anjrr materials before Seller's End compleriew and awemance, complete the work at Sidles own experwe and to the misfnction ofthe Purchaser. When materials and aquiprrcnl art furnished by others for ineallmm. or crec,ime by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such Materials"and/or equipment were being famished by the Seller under the order. 18. INSURANCE. The Seller shal[, at his own expense, provide for the paymwl of workers coewwwation, including occupational disease benefits, to its employees employed on or in connection with be work covered by this purchase order, -it'., to their degamal nds in accordance with the Wes of the some in which me work is f be done. The Seller shall also carry comprehensive entered liability including, but not limited he .ntmetual and aummobil, public liability imumnce with bodily injury and death limits of at least $300,030 for any one person. S500.000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors irany, to provide for web compen don and insouciance. Before any of the Sellers or his wntmence, employees shall do any work upon Be premises of others, the Seller shall famish the Purchaser with a eenificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such ceroficams shall specify the dale when such ex mpensation and inumnce expires. The Seller agrees that such compensation and inumnee shall be maintained until after the entire work is completed and accepted. 19, PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby as ones the corner responsibility and ]ability (m any and all damage, loss or injury army kind or runo, whatsoever to pemin w property, caused by or resulting from the execution ofthe work provided for in this purchase order or in comrection herewith. The Seller will indemnify and hold hamdess the Purchaser and any r all of the Purchasers officers, agents and employees fmm and against any and all claims, lasses, damages, charges or expenses, whether tinter or indirect, and whether to persons or property to which the Purchaser may he put or subject by r.ron of any act, action, neglect, omission or default on the part of the Seller, any of his contractors, or any of the Sellers or connectors officers, agents or employees. In cas, 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, action, neglect omission or default of be Seller of any of his contactors or any of its or their officers, agents or employees . of said, the Seiler M1ereby agrees a assume the defense thereof and to defend the same of the Sella own expense, no pay any and all vests, charges, atmmsys fees and other expenses, any and all judgments mat may be Incurred by or obtained againt be Purchaser or any of its or their once s, ag.a or employees in such suits or other proceedings, and in rase judgment or other lien be placed upon or obtained against the property ofthe Purchaser, or said parties in or as a result of such suits or office proceedings, the Seller will at once cause the same to be dissolved and discharged by giving band or otherwise. The Seller and his conmctors shall take all safety precautions, furnish and install all gourds 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 roles and regulations issued pursuant thereto. Revised 03f2010