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HomeMy WebLinkAbout435885 NABI PARTS LLC - PURCHASE ORDER - 9141881PO PURCHASE ORDER 9141881 Page Cliy, of PURCHASE 9141881 1 of s t Collins I„s This number must appear ` V ` 1 1 on all invoices, packing sli s and labels. Date: 04/03/2014 Vendor: 435885 NABI PARTS LLC 2338 US HIGHWAY 42 SOUTH DELAWARE OH 43015 Ship To: ENGINEERING DEPT-MASON CITY OF FORT COLLINS ENGINEERING DEPT-MASON 281 N. COLLEGE AVE FORT COLLINS CO 80524 Delivery Date: 04/03/2014 Buyer: DOUG CLAPP Note: Line Description Quantity UOM Unit Price Extended Ordered Price t Spare parts -MAX BRT vehicles ref.quote dated 6/26/13 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 LS 40,310.26 Total 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 solute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Cenificate of Registry 94-6000587 is registered with the Collector of Internal Revenue, Denver, CClomdo (Ref. Colorado Revised Stables 1923, Chapter 39-26, 114 (a). Goods Rejected. GOODS RD ECTED due to failure to meet specifications, either when shipped or due to defects of damage in hramit may be returned to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS arc subject to be City of Fort Collins impaction on arrival. Final Acceptance. Receipt of to merchandise, sami. or equipment in resp Tom to this order cor retch in amharized payment on the pen of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon complahion of all applicable requirrd impaction procedures. I might'I arms, Shipments must be P.O.D., City of Fort Collins, 700 Wood Sr, Pon Collins, CO 80522. unless olherwine specified on this order. U pennissirn is given to prepay freight and charge separamly, the original freight bill must accompany invoice. Addniuu d charges Impacting will not be accept d. Shipment Dlmance. Where manufacturers have distributing points in various pans of the country, shipment is expected from the nearest distribution point no destination, and excess freight will be dedunN foam Invoice when shipments are made foam greater distance. Permits. Seller shall procure at sellers sale cost all necessary Famous, cerfificaes and Reamers mquiM by all applicable laws, regulations, ordinances and toles of fie shale, municipality, territory or political subdivision where the work is unfnu d, or required by any other duly constituted public authority havingjunadetion over be work of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, Ordinances, toles and requirements. Authorization. All parties to this contract agree that the representatives arc, in fact, bona fide and possess full and complete anthem, to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance in the temp and Conditions stated herein set Each and any supplementary or additional toms and Conditions smexd oemeb or ineorpomted herein by reference. Any additional or blletin, to. and Conditions proposed by seller are objected u, and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to active on your promised delivery date as noted Time is of the essence. Delivery rand performance must be effected within In, time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance Cf partial Inte 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, fie option ofplaoing his order elsewhere and holding be Seller liable fir droops. However, he Seller shall not be liable for damages u a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, aced of civil or military au lifi ies, governmental priorities, fires, strikes, rood, epidemics, wars or hots provided but notice of the Conditi*m amusing such delay is given to the Purchaser within five (5) days of the time when the Seller fib received knowledge thereof. In be event of any such delay, the date of delivery shall W extended for the period tyml ho the It. actually lost by reason of f<do],. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will confirm with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and perturbed with be highest degree of care and competence in accordance with accepted sbndurds for work of a similar nature. The Seller agrees to hold be purchaser harmless from any loss, damage or expense which the Purchases may suft or incur on mCo., of fie Sellers breach of warmty. The Seller shall replace, repair or make good, writing, coat to fe pumoaxr, any defects a faults arising within men (1) yer or within such longer pmod of alma as may be presented by law or by the Tames agony applicable waaanty provided by the Seller after the date of xcapmnon of the good flourished hereunder (acceptance not to be ummx mbly delayed), resulting from impemf i in defective work done or materials fumishd by the Seller. Acceptance or nu of good by the Purchaser shall not Connote a waiver ofany claim order this warranty. Except as Otherwise provided in fix Purchase Color, be Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of profs or lass of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchases may make changes to legal terms by wrinen change order. 5. CHANGES IN COMMERCIAL TERMS. no Purchaser nay make any changes m the human, other than legal moan, including addition to at deletions foam tM quantities originally ordered in be specifications or drawings, by rerbal or wrnrn change order. If any such change affe the amount due or the time ofperfommnce hereunder. an equitable adjustment shall be, made. 6. TERMINATIONS. The Purchaser Cray at any time by written change order, termimte this agreement as to any art all Portions *f the goods then not shipped, subject many equitable adjustment between he panics as to any work Cr mmends then in progress provided that the Purchaser shall not be liable for my claims for anticipated profits on the uncompleted portion of be goods and/or work, for incidental or consequential damages, and but no such adjustment be made in favor of the Seller with mi ro any goods which are the Sellers standard stock. No such termination shall relieve be purchaser or the Seller ofany ofeei, obligafi. bash. my goods delivered hereunder. J. CLAIMS FOR ADJUSTMENT. Any claim for adjnstmcal mint be wombed within thirty, (30) drys fora the date be change or temmimdon is milord. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shell have been produced, sold, delivered and famished in strict umpliance with all applicable laws and regulations ho which the goods are subject The Seller shall execute and deliver such documents m may be required to effect or evidence compliance. All laws and regulations required to be ncoryomted in agreements of this character are hereby incoryomted herein by this reference. The Seller agrees to indemnify and hold be purchaser harmless from all ones and damages suferd by the Porehaur as a result of the Sellers failure or comply with such law. 9. ASSIGNMENT. Neither party shall assign, trnmfor, or convey this order, or any monies due or ro become due hereunder withau, fie prior wrinea consent ofthe other parry. 10. TITLE. The Seller warats full, deer, and unrestricted title b the Purchaser for all equipment, materials, and items famished in performance of this e,,Camara free and clear of any and all liens, restrictions, reservation, security interest encumbrances and claims of offers. I I. NONWAIVER. Failure ofthe Purchaser to insist upon strict performance of fie terms and conditions hereof, failure or delay to my rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach. exercise acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed s waiver of any right of the purchaser to insist upon sfct performance hermfor any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, six to any prior or subsequent Cobalt hereunder, our shall any purported Coal modification or rescission of this purchase ocher by the Purchaser operate as a waiver of any of the mmr hareof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Pu¢haxer recognine that in normal cibom is practice, overcharges resulting foam antitrust violations are in fact home by the Purchaser. Theretofore, for good came and at conidemlicn for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state antitmst laws for such overcharges relating to the particular goods or services purchased or acquired by the purchaser pursuant o this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or detective goods by a dam to be agreed upon by the Pumices. and the Seller, arc be Seller femaftes indicates its inability or unwillingness to Comply, the Purchaar may came the work 1* be performed by the most expedition mcam available or it, and fie Seller shall pay all costs associrmal with such work. The Seller shall release the purchaser rand its comamors of any for foam all liability and claims of any mtme resulting from the performance of such work. This retiree shall apply even in the area, of fault of neglillme of the pony relemed end shall extend b 'he direclors, affects and employees Of such any. Ile Sclleh communal obligations, including warranty, shall not be deemed to h rducd, in any way, because such work is performed or caused to be performed by the Furchsser. 14. PATENTS. Whenever the Seller is required or, use any design, device, material or process comodl by letter, patent tradmmrk or Copyright, the Seller shall indemnify and save harmless the Porringer fear any and all claims fat infringement by rcawa of the use of such pammed design, device, material a process in mrmec mar 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 infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended me err the goods, is in such suit held to constitute infnngement and the use of said egt i,ntmot art part is enjoined, the Seller shall, at its awn expense and at its option, either procure far the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but naninfringing equipment, or modify it so it becomes noninfnnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankaupt male m assignment far the benefi, of creditors, .,pain, a or ,on for any of toe Sellers property or business, this order may forthwith be c rceld by be Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights of ell parties hereunder shall be construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in issax when the Seller is to perform work hereunder, including the services of Sellers Reprcunmtive(s), on the premises ofocers. I). SELLERS RESPONSIBILITY. The Seller shall Carty, on said work al Sellers own risk wail fie tome is fully Complead and mrryted, and shall, in ease of any accident, destruction or injury to the work and/or mmerim3 began, Sagefs final Completion and asompmntt, complete the work in Settees own expense and to the sntiefamion of the Purchaser. When mmetials and optimum, are fiunishd by other for installation or erection by the Seller, be Seller shall receive, unload, store and handle same at the site and become responsible therefor m though such materials and/or equipment were being famished by the Seller under the order. 18, INSURANCE. The Seller ball, m his own expense, provide for the payment of workers compensation, including occupatioml dlseme benefits, to its employees employed on or in connection with the work cooed by this purchau order, antVm to their dependents in scmrdanee with be laws of the state in which the work is b be done. The Seller shall also carry comprehensive general liability including. but not limited b, oonmorma l and reconstitute public liability insurance with bodily injury and do th limits ofat Iess15300,000 for any one Person. S500.000 for any one accident and pnpahry damage limit Per accident of S400,000. The Seller shall likewise acquire his combustors, if any, or provide for such compensation and insurance. Before any of the Sellers or his commmors employees shall do any work upon the premises of orders, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such ccr ificums shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and imurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. - The Seller hereby ass a the entire responsibility and liability far any and all damage, loss or injury fany kind r mwre whatsoaver to part or property caused by or resulting foam the execution offee work provided for in this purchase order or m cumcmion herewith. The Seller will indemnify and hold harmless be Purelmvser and any r all of the Ptuchaers olRcers, .,an. cad employees form and again, any and all Claims, I... damages, charges or exp atoms. whether direct or indirect, and whether an persons or pmporty to which the Pubbamr may Far pm or subject by reason of any act, nation, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors offices, agents or employees. In caus any suit or other proceedings shill be brought against the Porchuer, or its officers, upon or employees at any time on account or by reason of any act, anion, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as ufresaid, be Seller hereby agrees to assume be defense thereof and to defend the same at the Sellers own cxpeme, to pay any and all corn, charges, anomeys fees and other expenses, any and all judgmenn par may be incurred by or obtained Winsl fie Purchaser no any of its or thai, offer., agents o, employees in such suin or order probbilb s, and in cue judgment or ether lien be placed opium on obtained sponsor be property *fine Parthenon, or said parties in or as a nigh of such suin or other pmambri s. the Seller will at once cause the same ho b, dissolved and discharged by giving band or *fetwise. The Seller and his contractors shall take all safety precautions, famish and install all guard necrssarry for the prevention of accidents, comply with all laws and regulations with regard b safety including, but without limitation, the Occupational Safety and Hwlth Act of 1970 and all mles and regulations issued pursuant ferelo. Revised 03Q010