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HomeMy WebLinkAbout116519 MAXWELL PRODUCTS INC - PURCHASE ORDER - 9142210 (2)Fort Collins Date: 04/24/2014 Vendor: 116519 MAXWELL PRODUCTS INC 650 DELONG ST SALT LAKE CITY UT 84104-3911 PURCHASE ORDER PO Number Page 9142210 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: STREETS DEPARTMENT CITY OF FORT COLLINS 625 NINTH STREET FORT COLLINS CO 80524 Delivery Date: 04/18/2014 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2 Addendum to PO 9142210 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 12,000.00 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 statute the City ofFort Collins is exempt tram same and local axes. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Cmificate of Registry "-601X dU is regiatmd with She Collector of Failure of the Purchaser to insist No drier performance of the ems and evuhniom hetmf, failure or delay as Internal Revenue, Denver, Colorado (Ref. Colorado Revised Suitmes 1973, Chapter 39-26,114 (a). exercise my rights or remedies provided herein or by law, failure to promptly notify the Seller in Ore event of a beach, the uI,. ofar payment(m goxi hereunder or approval ifthe design, shall non.1. the Seller of Goods R jectd. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties m obligations of this purchase ordtt and shall not be deemed a waiver of any right of the damage in vaeik may IN retumd to you for credit and are not to be replaced except upon receipt of consent purchaser to insist upon slrlca performance beat any of its rights or remedies as to any such goods, regardless; instructions from the City of Fort Collins. of when shipped, received or acceped, as to any prior or subsequent default heeunder, nor shall any puryoned amid modification or rescission of this purchase order by the Purchaser opemm as a waiver of any of the actions Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof Final Acceptance. Receipt of the merchandise, u or equipment in response to this order car result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Tom Collins. Iloweven o is tobe understood thatFINAL Seller and the Purchaser recognize that in actual economic is practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violmions are in fact borne by the Purchaser. I heretofore,for good cause 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 Freight Terms. Shipments must be F.O.D, City of Pon Collins, 9W Wood St, Fort Collins, CO 80522. unless acquired under (decal or suite antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this polar. If permission is given to prepay freight and charge separately, the original fright purchased or acquired by the Purchaser pround to his purchase ort bill must accompany invoice. Addamand chances for packing will not be accepted. Shipment Distance. Where manufactnters have daoibuting points in vicious pans of she country, shipment is expected from the nearest distribution point m deviation, and excess freight will be, deducted farm Invoice whom shipments are made form greater distance. Pemrius Seller shall procure an sellers In not all necessary permits, comfint. and It. pecuired by all applicable laws, regnlotim , ordinances and roles of Joe state, municipally, tedery m political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the weak of vendor. Seiler further agrees to hold the City of Fort Collins harmless from and against all liability and lass creffird by them by reason of on nsserted or established violation of any such laws, regulation,, ordinances, mles and requirements. Amhorizmion, All parties to this contract agree that the representatives are, in fact, boon fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Oder expressly limits acceptance In the terms and cuiditima stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different erms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immedimely 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 an the purchase order and the documents idead ed hercm. No acts of the Pmcoems including, without limitation, acceptance ofpmtial late deliveries, Shall operate as a waiver of this provision. In the event crony delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option i f placing this order elsewhere mid holding the Seller liable for damages. However, the Seller shall oat be liable for damages as a result of dcdays due to causes not reasonably foreseeable which are beyond its reasonable conuol and without its fault of negligence, such acts of God, acts ofcivil or military authorities, governmental priorities, fires, strikes, Rood, epidemics, wars or now provided that notice ofthe conditions causing such delay is given to the Purchase within five (5) days of the time when the Seller first received knowledge thermr. In the event of any such delay, the date of delivery Shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. T he Seller wnrants that all Goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the pumm,x intended, and performed with the highest degree of care and competence in accordance with accepted sandar& for work of a 'miler nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on mmunt ofthe Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (I) year or within such longer period of time as may be prescribed by law or by the tenors army applicable warranty provided by the Seller after the date of accept. of the goods finnewhed hereunder (acceptance oat an be nably delayed), resulting tom imperfou or defective work done or maenals ftuvlshd by the Sella Acceptance or use, of good; by the Purchaser shall not oastimle a waiver of any claim under this womay. Except as mono ise provided in this purchee order, the Sele liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing ceramics or gamantees, but such liability shall in re cvern include loss of profits or Ines 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 it. by wriam change other. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terra, other than legal terms, including additions m or debuinns from the quantiliesnnginally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of perfmance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by writen change order, furniture this agreement as to my or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to my work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits era the uncompleted Portion ofthe gods and/or work, for incidental or masmuented damages, and that m such adjustment be made in favor of the Seller with respect to any goods which one the Sellers standard stock. No such termination shall mlime the Purchaser ache SellerifmY criticize obligations as to any goof delivered berewder. T CLAIMS FOR ADJUSTMENT. Any claim for adjustment met be ne and within thirty (30) days from the date ale change or trrmimtion is ordered. B. COMPLIANCE WITH LAW. The Seiler warrants that all goods sold hereunder shall have ban produced sold delivered and punished in strict compliance with all applicable laws and regulations a which the goods are subject The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulmiom required no be nenptomted in agreements of this character we hereby ofo rpmmed 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, trarisfeq or, Gamey this order, or any monies due or to become due hereunder without the prior written consent of the other parry. IO.TITLE. The Seller amount full, clav and unrestricted title to life Purchaser for all equipment, materials, and items finished I. pefifin a of this agreement free and clear of any and all dims, esmeumus reservations. security interest encumbrances and claims a f others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser diets the Seller to cement nonconforming or defensive goods by a date to Is agreed upon by the In cha e, and the Seller, and the Seller fla roger indicates its mobility or unwillingness to comply, she Purchaser may cause the work a be perlbrmd by the most expeditious meats available an it. and She Seller shall pay all casts as awwal with such work. The Seller shall release the Purchaser and its connotations of any net from all liability and claims of any came resulting from the Performance of such work. This release shall apply even in the event of fault of negligence of the perry released and shall extend to She directors, officers and employees of such party. no Sellers contractual obligations, including warranty, shall not be deemed to be rdeved, in any way, because such work is perforated or caused to be perforated by the Purchaser. 14. PATENTS. Whearrivir the Seller is required to use any design, device, material or process Insured by letter, patent, trademark or wpydght, the Seller shall indemnify and save haonless the Purchaser from any and all claims far Infringement by reamn 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 So pay by Imam of such inGngement at any time during the prosecution or aBec the completion of the work. In case said muipmmL or any pan thereof or the intended tsse of the goods, is in such suit held a constitute infringement add the use of said component or pan is enjoined, the Seller shall, at its own expense and at its option, either proton, for the Purchaser the fight to continue using Said ryuipment or pare, replare the same with substantially equal but mmninfringing equipment, or modify it so it becomes noninfringing. 15, INSOLVENCY. If the Seller shall become insolvent or hankmpa, make an assigmnent for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property at business, this order may forthwith be canceled by the Purchaser without liability. 16, GOVERNING LAW. The definitions ofterms used or the interpretation ofthe agreement and the rights of all parties hereunder shall be ronsbucd under and governed by the laws ofhe Sate ofColmado, USA. The following Additional Conditions apply only in cases where the Seller is a perfomn work heeunder, including the services of Sellers Represenmtme(s), on the premise ofothers. ❑. SELLERS RESPONSIBILITY. The Seller shall carry an said work an Sellda own risk until the same is fully compledd and accepted and shall, in case of any accident, destruction or injury to the work mNor materials before Sellers final completion and mceptance, complete the work at S[Ilars own exeese and to the satisfadov of the purchaser. When matefiaB and aquipmmt are, fiunished by others for installation we concern by the Seller, the Seller shall receive, wload. stare and handle same at the site and become responsible therefor as though such tnztdaH anther equipmmS were being( old by the Seller under the odes. I B. INSURANCE. The Seller shall, at his awn expenx, provide for the paymmt of wookers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, maker to their dependents in accordance with the laws of the slate in which the work is to be done. The Seller shall also cant' comprehensive general liability including, but not limited e, contractual and automobile public liability insurance with bo ily injury and death limas of at least $300,000 for my one peon, 5500,0M1 for any e accident and property damage limit per accident of S400,000. The Seller shall likewise require his untmdors, if any, to provide far such compensation and insurance. Before my of the Sellers or his contractors employees shall do any, work upon the premises of others, the Seller shall famish the purchaser with a rendition, that such compensation and ice a 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 compensation and insurance expire. The Seller agrees that such compensation and insurance shall be maintained until order the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the mtire mrsoeibiliry and liability for my and all damage, lose or injury army kind or mture whotwever to persons or property cattxd by or resulting from the execution ofthe work provided for in this Purchase ceder or it connection herewith. The Seller will indemnify pd hold harmless the Porcbeer and my or all of the Ptucheers officers, agents and employees from and against any and all claims, losses, damage, charges nu expenses, whether direct or indinaa, and whether to persons or property to which the Purthasa may be put or subject by reason of my act, action, neglect, omission or default on life pan of the Seller, my of his mntmeters, or my of the Sellers or contractors olfcee, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any lime on account art by reason of any act, action, neglat, omission or default of the Seller of my of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other extremes, any and all judgments that may be incurred by or obtained against life Purcheer 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 Puehasar, 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 band or otherwise. The Seller and his contractors shall coke all safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regaN to safety including, but without limitation, the Occupationed Safety and Hm1th Act of 1970 add all roles and regulmoras issued peri therte. Revised 032010