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HomeMy WebLinkAbout116519 MAXWELL PRODUCTS INC - PURCHASE ORDER - 9143778Fort Collins Date: 07/07/2014 Vendor: 116519 MAXWELL PRODUCTS INC 650 DELONG ST SALT LAKE CITY UT 84104-3911 PURCHASE ORDER PO Number Page 9143778 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: PURCHASING DIVISION CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS CO 80524-4408 Delivery Date: 07/03/2014 Buver: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 50,000 LBS NUVO CS-C 1 LOT LS 27,000.00 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 Emaf:purchasing@fcgov.wrn 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 of Fort Collins is exempt from sure and local loxes. Our Exemption Nmnber is 11. NONWAIVER. 98 04502. Federal Excise Tax Memplion Certificate of Registry 84-6000587 is registered with the Collator of Failure of the Purchaser to insist upon inner performance of the terms and conditions hereof. f ilure or delay to lawma1 Revenue, Denver, Colorado (Ref. Colorado Revised Surmes 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 ofar payment for gaols fieeeunder rr approval of the design, stall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, indoor when shipped or due to deface, of any of rue waraaties or obligations of this purchase order and shall not b, deemed a waiter of my right of the damage in transit, may be retuned to you for credit and are not no be replaced except upon receipt of waiter fo mtiasec to insist upon strict performance haeofor any of its rights in ab od]es as to any such goad, regaNless acrimonious from the City of Ford Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waver of my of the terms Inspection, GOODS are subject to the City of Fan Culllns inspection on arrival. fiereof. Final Acceptance. Receipt of the merchandise, services or equipment in rapmtse to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS, authorized payment on the par of the City of For Collins. However it is to be understood That FINAL Seller and the purchaser recognitt dot in omnnl to nomic pmc irs, overcharges resulting from amI., ACCEPTANCE is dependent upon completion ofail applicable required inspection roustabout. violations are in fact Some by the Purchaser. Themnhum, for good amuse and as consideration for executing this purchase order, the Sella hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fan Collins, 700 Wood St, Ford Collins, CO 80522. unless acquired under federal or stare ammonst laws for such overcharges relating m the particular goad or services otherwise specified on this order. If pemmissiun is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill not twerac anv invoice. Addilianal chorea for backing, nail l not be activated. Shipment Distance. Where manufacturers have distributing points in vmaus pans of the examry, shipment is expected from the nearest distribution point to destination, and cxcos freight will be deducted from Invoice when shipments are made fiom gmater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, mrificates and licenses required by all applicable laws, m,rdstlona, ordminees and ores of the suite, municipality, mrian, or political subdivision where the work Is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fur Collins harmless ]into and against all liability and loss incurred by them by reason of an asserted or established n viaticu of any such laws, regulations, ordinances, roles regaimarmic, Authorirution. All ponies to this contmn agree that the representatives are, in fact, bona fide and possess (II and complete rot cony to bind said worries, LIMITATION OF TERMS. This Purchase Order expressly limits acce,amme to the tenor and conditions stated intent set forth and any amplemmdary or additional tern' end conditions annexed hereto or incorporated herein by reference. Any additional or different man and conditions proposed by seller are Objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediauly ifyou cannot make complete shipment 10 move oa your Mounted delivery date as noted. lime is of flue essence. Delivery and performance must be infected within the time stated on the purchase order and the documents attached hereto. No no of the Purchasers including, without humbeam, acceptance Of partial late deliveries, shall operate us a waiver of this provisionfit the event army delay, the Purclma.r, shall tiny,, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, me Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are b yrad its reasonable control and without is fault of negligence, such acts office. ada Of civil or miliuury amherhies, goaemmenal Primnies, fires, inches, road, epidemics, wars or cars prmided that active of the conditions causing such delay is given to the Pumhuer within Gee (5) dap of the time Ohm the Seller first received knowledge throat In the event of any such delay, the date of delivery shall M extended for the Had egMl to the time actually lost by co son oflhe delay. 3.WARRANTY. The Seller warrants that all good, i nicles, materials and work covered by this order will conform with applicable drawings, specifications, samples torpor other descnptlons given, will he fit for the purposes intended, and Performed with the highest degree of cart and competence in accordance with accepted stmduds for work of a senator azure. o The Seller gees to hold tit, purchaser harmiss from any Iona. damage or expeme which the archaser may suffer or incur on amount of thc Senets breach of w.tl. The Seller shall replare, repair or make good, without cast to the purchaser, any defects or faults acsing within one (1) year or within such longer period of time as maybe prewnbed by law tar by the teals many applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance, not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use officials by the Purchaser shall Out constitute a waiver ofany claim under this wananry. Except as otherwise provided in this purchase order. the Sellers liability hereunder shall extend to all darmi proximately caused by the breach of my of the foregoing warranties or goomatas, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHAWABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4, CHANGES IN LEGAL TERMS. The Purchase, may make changes to legal terms by wrier dnmge order. 5. CHANGES IN COMMERCIAL TERMS. The purchaser may make any changes or the tears, he, than legal temp, including additions to or deletions firm the 9.in. originally andered in the specihcmmos or drawings, by verb. ] or written change under. If any such change affects the amount due or the time of performance hereunder, an equitable adjnmment shall be made. 6. TERMINAI IONS. The Pumlarse, nay xI any lime by annam change Order, terminate this rpecaneo its to any or at portions of goads then not shipped, subject to by equitable adjustment between the punier as to any work or materials then in progress provided far he Purchaser shall not be liable for by claims for anticipated profits an the uncompleted potion of the good anchor work:, for incidental or consequential damages, and that an such adjustment be made or favor of the Sella with respect to any goods which are the Sellers sandond stack. No such mrminadon shall reline fire purchase or the Seller of my of their obligations u to any goods delivered hereunder. 9. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days tram the date the change or tcnninmim is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have hem produced, sold, delivered and furnished in sect compliance with all applicable laws and regulations ro which the goads ere subject. The Seller shall execute and deliver such documents as may M required to effect or evidence compliance. All laws and regulations required to be ncmporated in agreements of this chamcler are hereby incorporated herein by this reference. The Seller ogees m indemnify and hold the Purchaser harmless from all casts and damages suffered by the Prrohuer as a result Of fie Sellers failure to comply with such law. 9. ASSIGNMENT. Number party shall assign, transfer, m come, Ihis order, or any movie due err to become due hereunder without the poor waittm consent ofthe other party. I a. TITLE. The Seller warrants full, clear and unrestricted title in the Purchaser for all equipment, materials, and items fumished n peffirmance of this agreement free and clear of any and all liras, restrictions, marrvatioat, security, interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to come nonconforming or defective goats by a date to be agreed upon by the Purolumer and the Seller, and the Seiler thereafter indicates its inability of unwillingness 10 comply. the Puchaer may corms rue work to be performed by the roost expeditious means available to it, and the Seller shall pay all costs associated wire such work. The Seller shall elcose the Purchaser and its contractors of any tier from all liability and claims of my nature resulting from the performance ofsuch work. This mleace shall apply even in the event of fault of negligence of the party released and shall extend to the dirmnrs, officers and employes fsuch pang. The Sellers contractual obligations, including warranty, shall not be dimmed to M reduced, in any way, because such work is Performed or emer d no be performed by the Purchucr. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by Fire, parent, trademark or copyright, the Seller shall indemnify and save hamless the Purchaser from any and all claims for infringement by prostart of me aw of such patented design, device, matmal or process in connection with the cuntmet anal shall indemnify the Purchaer for any teso expeme 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 laid equipment, or any pm thereof or the intended tau of the goods, is in such suit held Io constitute infringement and the use of said equi,an m or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially excel but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If Ng, Seller shall became mansions or bankin t, make an assigmnsa t for the benefit of creditors, appoint a mrisim or nuclearfor any of the Sellers pmpery or business, this order may forthwith be canceled by the Partial without liability. 16. GOVERNING LAW. The defiromm, of tern real or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the State of Colurado, USA. TM following AMitOMI Conditions apply only in cases where the Seller is to perform work hereunder, including theorroms of Sellers RePixec mive(s), an Ne premiss ofoders. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk unlit the same is fully completed and accepted, and shall, in e of any accident, destruction or injury to the work anchor materials before Sellers Mal completion and acceptance, complete the work of Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment are famished by others for installation or election by the Sella, the Seller shall receive, unlnad, sort and handle same at the site and become responsible therefor as though such materials mWar equipment were We, burnisher! by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment ofworkem compensation, including occupational dim. benefits, to as employees employed on or in connection with the work covered by Ihis purchase order, mad/or to their dependents in accordance with the laws of the state in which the work is to be done. The Seller shall also arty comprehensive general liability including, bar not limited to, commetMl and automobile public liability insurance with briefly injury and death limits of at last S300,0up for any one person. 5500,003 for my one accident and property damage limit pit accident of Sf0p,o0o. The Seller shall likewise require his contractors. Harry, to provide for such compensation and insurance. Before any of dim Sellers or his convectors employees shall do any work upon the premiss of mhets, Ng, Seller shall furnish the Purchaser with a exinficom that such compensation and insurance have been provided. Such cenificates shall specify the date when such compensation and insurance have been provided, Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until offer the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assume, the more responsibility and liability far any and all damage, loss or injury of any kind or nature whatsoever to Persons or property caused by or muffing from rise execution affair work prodded for in this purchase order or in connection herewith. The Seller will indemnify and hold haulers the Purchaser and any r all of the Purchasers Officers, agents and contayees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether t0 Persons or progeny to which the Purchaser may he put or subject by ¢anon of any act, action, neither, omission Or default on the pan of the Seller, my of his counselors, or my of the Sellers or contactors oRcers, agents or emPloYees. In rase any it or other proceedings stall is, brought against the Purchaser, or its olbcers, agents or employees at my time on account or by reason of any act, action, negleser, Omission or &fault of the Seller Of my of his coutmttors Or my of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same an the Sellers own expense, to pay any and all costs, charge, atomeys fees and other expenses, any and all judgments Char may be incurred by on obtained against the Purchaser or any if its or their Officers, agents or employees in such suits or other proceedings, and in case judgment or other lien h placed upon or obtained against the property of the Purehaur, or said parties is or u a mutt of such suits or other proceedings, the Seller will an once cruse the same m he dissolved and discharged by giving haud or otherwise. The Seller and his commcmrs shell take all safety precautions, famish and iuull all guards nceessary for the prevention of accidents, comply with sell laws and regulations with regao to safety including, bill without limitation the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant therem. Revised 03l2010