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HomeMy WebLinkAbout102564 DELLENBACH MOTORS - PURCHASE ORDER - 9142887 (2)Pdrehase Order Terms and Conditions Page 2 of 2 L COMMERCIALDETAILS. Tax exemptions. By statute the City of Fog Collins is exempt from slate and local taxes. Our Exemption Number is ILNONWAIVER. 98-01503, Federal Excise Tax Exemption Cenificam of Registry 84-6000581 is registered with the Collector of Pail are ofthe Purchaser t0 insist upon strict performance of the terms and conditions hereof, failure or delay m pound Revenue, Denver, Colorado (Rep. 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 goals hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be mourned to you for credit and art not a be replaced except upon rearTr of writer purchaser to insist upon strict performance hermfor any of its gaits or remedies as to any such goods, regardless instructions from the City of Fog Collins. Of when shipped, received or accepted, as Iw any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate os a waiver of any of the termm Inspection. GOODS we subject to the City of Too Call ins impection on aniwl. hereof. Final Acceptance. Receipt of the merchandise, services or expurgating in resWme to this order canresult in 13. ASSIGNMENT OF ANTITRUST CLAIMS, amhorized payment on the pan Of the City of fog Collins, Howtveg it is to be understand that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting From antitrust ACCEPTANCE is dependent upon completion of ail applicable required impaction procedures, violations are in fan borne by the Purchaxr. Theretofore, fotr good cause and as consideration for executing 0ris purchase order, the Seller hereby assigns to the Purehmer any and all claims it may now have or hereafter Freight Tema. Shipments most b< KID IT, City of Feart Collins, 700 Woad St, Fon Collins, CO 80533, it. acquiral trader federal or slate antinmr laws for such overcharges relating to the pa.rest. goads m services otherwise specified on this order. Upermission is green to prepay freight and charge separately, the original freight purchased or acquired by Ne Pumhaser pursued to this purchase order. bill most accompany invoice. Additional charges for packing will trot be accepted. 13. FORCE LASERS PERFORMANCE OF SELLERS OBLIGATIONS - Shipment Distance. Where wermf cuurtrs have dis rdso rig Points in vadom pains of ,he country, shipment is IDue Purchaser directs the Seller to correct nonconforming Or defodve goods by a time to b, agreed upon by the expected form the rarest distribution Point to destination and excess freight will be deducted from Invoice when Purchaser and the Sellq and the Seller therwBer indicates is iwbiliry or unwillingness to comply, tha Purchaser shipments are made from greater distance. may canoe the work to be performed by the most expeditious means available to it, and the Seller shall pay all crab associated with such work. Permits. Seller shall procure at miles sole cost all necessary permits, certificates and heaves required by all applicable lays, regulations, on ituncas and rates of the stare, municipary, n,rimry or political subdivision where Ne work is performed, or rcquiml by any other duly constituted public authority, hm'ingjung iction over the work of .endw..SxIlm frri agrees to hold the City of Fog Collins harmless from and against all liability and loss recurred by them by reason Often managed or established violation of any such laws, regnatiOM, ordiwrtco, rles and raluiremenN. Authorbation. All pries to this contract agree that the representaives ate, in hat, bow fide and pmicas full end complete sutho m, to bind said parries. LIMITATION OF TERMS. This Purchase Order expressly limits wrograme to the terms and conditions stated boom an foM and any supplig emory or additional he. and conditions annexed hotel. or incorporated herein by reference. Any additional or different tetras and conditions propmed by seller arc objected to am hereby rejected. 1. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the esxmc. Delivery am performance mug Is, effected within the time stated on the pumi order mod the documents reached hereto. No acts of the Ponflowers including, without limitalion, acceptance of parial late delbedrs, shall Orman, ns a waiver of this provision. In the event of any delay. the Purchaser shall have, in addition to other legal Ord equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. Howereq the Seller shall not be, liable for damages as a tnsuh of delays due to cattxs not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of(dod,acb of civil or military authorities, her, command priorities, fires, strikes, Bad, epidamics, wars or nuts provided that notice of the conditions taming such delay is given to the Purchaer within five (5) days of the time when the Seller first received knowledge Norco[ In the event of any such delay, the date of delivery shall be extended for the penod equal to the time actually lost by grown of the delay, 3. WARRANTY. The Seller wmrmm that all guests, articles, materials and work covered by his order will asap. with applicable drawings, specifications, samples amPor other deeriptiom 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 milar nature. The Seller agrees to hold the purchaser homeless, front any lass, damage or expense which the Purchaser may sutler or incur on account ofthe Sellers breach of warranty. The Seller shall replazr, repair in, make good, without cost to the pmchasq any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable wammny provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance nor to be unreexnably delayed), resulting from imperfect or defective work done or matends famished by the Seller. Acceptance or use of goods by the Purchaser shall not Onatitim a waiver of any claim under this warranty. Except as Otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any ofthe foregoing warranties or guarantees, but such liability shall in no event include loss of profits wr loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF IT FNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMM FRCIAL'TERMS. The Purchaser sn may ake any changes to the terms, ether than legal mans, including mldhinns,, or deletions from an the qutilies anginolly oMered in the specifications or drawings, by vedral Or riven change order. If any such change shied, the amount due or flee intent pedbnnsnce hereunder, an muhnble ndj mhnonl shrill he nude. 6. TERMINATIONS. The Puchaser may nt any time by written change order, temtin: to this agreement as to any or all portions of the Foods then not shipped subject to any equitable adjustment between flan parties as In any work or m nt,ials then in progress provided that the Purchaser shall not be liable for any claims for nnticipamd profit on [lie tncontplercd ,onion m the goods and/or work, for incidental or consequential damages, and that no such x1ju amen be made in favor Of rl,e Seller wish respect to any goods which are the Sellers sandad stock. No such automation shall relieve the Purchaser or the Seller ofany ol'their obligations as to any goods delivered hereunder. J. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be mooned within thin, (30) days from the dam the change tar mannotian is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations Iw which the goods art subject. The Seller shall execute and deliver such documents as may be ra rum to effect or evidence compliance. All laws and regulations required la be ncorpoa ted in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamdem 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 small , Quiet or convey this order, or my monies due or to became due hareubder without the pear annex consent OrNe other party. 10. TITLE The Seller warrants full, clear and mamma ded tide to the pmchmer for all equipment, materials, and items famished in perfommnce of this agreement, free and clear or any am all liens, restrictions, reservafiom, security, interest encumbrances and claims of whirs. The Seller shall release the Purchaser and its contractors army tier form all liability and claims of any nature resulting from the perfomance of such work. This release shall apply erect in the evens of Paull Or negligence of the party released and shall extend to the directors, officers and employers of such party. The Sellels contmnnal obligations, including warranty, shall not he deemed a be reduced, in any way, In<ause such work is performed or caused to he performed by tad Purchaser. 14. PATENTS. Whenever the Seller is required m we any design, device, mama[ or process created by lager, patent, trademark or copyright, the Seller shall indemnify and save harmless the purchaser er from any and all claims fro imir emem by roaon of the use of such Patented design, device, material or process in connection with the contract, and shall indemnify the Purthaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosaution or after the completion ofthe wad. In case said auipment, or any pan thereof or the intended tax of the goods, is in such suit held = comrimic inGngement and the use of mid equipment or part is enjoined, the Seller shall, i t its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the mine with substantially r al but noninfringing egtipmenl, or modify it so it becomes noninfnnging. 15. INSOLVENCY. If the Seller shall become insolvent or barhk rdt make an assignment for the benefit of creditors, appoint a reacivr or trustee for any of the Sellers formerly or business, this order may forthwith be canceled by the Purchaser without liability, 16. GOVERNING LAW. The definitions of terns toed or the imepremtion ofthe apartment and the rights of all ponies hereunder shall be cunaued under and governed by the laws of the Sam ofColorda, USA. The fallowing Additional Conditions apply only in cases where the Seller is in perform work hereunder, including the services of Sellers Reprewntative(s), on the premises ofoNers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on mid work at Seller's own risk until the same is fully completed and measured, and shall, I. x of any accident, deewction or injury to the work and/or materials before Sellers final completion and ccepmnce, complete the work ar Sellers own expense and to the mtiionalion of the Purchaser. When materials and equipment are famished by others for installation or erection by use Seller, the Seller shall receive, unload, score 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. IS, INSURANCE. 'fhe Seller shall, a, his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with use work covered by this purchase order, mod/or to their dependents in accordance v,'im the laws of the stare in which the Is wk is t0 be dom. The Seller shall also curry comprchatsive goo eral liability including, but not limited to, contractual and automobile public Ii: biloy inwmnce wilt mot.t, injury and death limits of at least $300,000 for my one person, 5500,000 for any one accident and property damage limit per accident of 8400,000. The Seller shall likewise require his it any, to provide for such compensation and insarvnee. Before any of the Sellers or his tnntmdors employees shall do any work upon the premises of others, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such ompsawation and insurance have been provided. Such mmfhe=es shall specify the date when such compensation and insurance expires. The Seller agrees Nat such compensation and insurance shall In, maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby resumes the entire responsibility and liability for any and all damage, less or injury of any kind r nature whatsoever to persons or properly tamed by or resulting from the execution of the work provided for in this purchase order or in connection herewith. no Serer will indemnify and hold harmless Na purchaser and any r all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property in 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 any of the Sellers or exprouchers officers, agents or employees. In case any suit or other proceedings shall y brought against the Purchaser, or its officers, agents or employees at any time on seem=, or by ratan of soy act action, neglect. omission or default of the Seller of any of his contmdon or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees an assrune the defense thetcof and to defend the same at Sellers own expense, to pay any and all costs, charges, =mrys fees and other expenses, any and all judgments that may bd incurred by or obtained against the Pumbmor 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 proprrty of the Purchaser, or mid parties in or as a result of such suits or other proceedings. the Seller will at once course the same W be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, though and install all guards necesmry for the prevention of accidents, comply with all laws and regulations wifft regard to safety includng, but without limilation, the Occupniooal Safety and Health At, of 1970 and all roles and regnlatiom issued pursuant Nerero. Revised 03172016