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HomeMy WebLinkAbout232087 MALVERN INSTRUMENTS INC - PURCHASE ORDER - 9146953Fort Collins Date: 12/03/2014 PURCHASE ORDER Vendor: 232087 MALVERN INSTRUMENTS INC 117 FLANDERS RD WESTBOROUGH MA 01581-1042 PO Number Page 9146953 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: WATER TREATMENT PLANT #2 CITY OF FORT COLLINS 4316 W LAPORTE AVE FORT COLLINS CO 80521 Delivery Date: 11/26/2014 Buyer: PAT JOHNSON Note Line Description "`""""r UOM Unit Price """` P ,1_...a M.:-- 1 Gold Level Service Contract 1 LOT LS 4,300.00 for ZEN2600/Zetasizer Nano-Z Zeta+ 633nm He-Ne Laser (Serial No. MAL 1026392) This contract includes on -site labor and associated travel costs for one year, but the cost of any necessay parts is excluded. The contract includes one schedule Performance Verification (PV) on the system. Contract for 01/01/2015 thru 12/31/2015. Per Quote No. 5105826, dated 11/07/2014. Email PO to Eric Maw at eric.maw@malvern.com 2 Discount 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@fogov.com 1 LOT LS -430.00 Total $3,870.00 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terns and Conditions Page 2 of 2 1. COMMERCIALDETAIIS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local uses. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Coddle , of Registry 84-6000587 is m,,ismm, with due Collector of Failure of the Purchaser to insist upon strict Performantt of the 4m¢ stout conditions hereoL failure or delay to Internal Revenue. Denver, Colorado (Ref. Colorado Revised Sources 1973. Chapter 39-26. 114 (a). exercise any rights or remedies Provided broom or by law, failure to pmmpny notify, the Seller in the event of a bleach, the accept. ofor payment for goods hereunder an approval of he design, shall not release the Seller of Good R jectrd. GOODS REJECTED due to failure to corer specifications, either when slipped or due to defects of any of the warantirs or obligations of this purchase order road shall .1 be deemed a waiver of any night of the damage in uarsit, may be remmed to you for credo and are not to be replaced except upon receipt of women purchaser W insist upon strict pecfotmance heccofor any of its rights in remedies m to any such goods, regardless deductions from the City of Fort Cargo. of when slipped, received ar accepted, as as any pd., an mancquent default hermnder, nor shall any puryoned coal modifimtian or rescission of this purchase order by the Purchaser operate as a waiver of any of the tomes Inspection. GOODS are subject to the City of Fort Collins inspection on anival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fan Collins. However, it is to be understood that FINAL re Seller and the Purchaser recognize thm in acted cromic practice, o ereharm, aping form antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures, violations are in fact home by the Purchaser. Theretofore, for good coast 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 FOR,, City of Yon Collins, 700 Wood St., Fun Collins, CO 80522, it. acquired under federal or state antitrust Incas for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where mannfammers have distributing points in maris pans of the country, shipment is expected fmm the nearest distribution point to destination, and excess freight will be deducted from Invoice whom shipments are made from greener distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, mgmances add roles of the mute, municipality, ordinary in political subdivision where the work is performW, or recorded by any other duly. -aimed public maludiry havingjurisdie ion over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless from sed against all liability and loss incurred by them by reason or an asserted or established violation of any such laws, regulations, oMininces, rules and dartunorim. Authorimtion. All panics to this contnt agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said ponies. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to Nc tans and candidates stated herein set forth and any supplementary or additional terms and conditions annexed harem or incorporated herein by reference. Any additional or dificrent terns and conditions proposed by seller are objectrd to and hereby derded. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment Lou arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents atu<hed hereto. No ads of the Purchasers including, without limitation, acceptance of Partial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition m other legal and equitable remedies, the option or placing this order elsewhere and holding the Seller liable for damages. However, Ne Seller shall not be liable 1'or damages as a result of delays due a causes not rezmnably foreseeable which are beyond its reasonable control and without its fault ofuegligmce, such acts of God, acts ofcivil or military authorities, govemmenul priorities,fires, strikes, Rood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) guys of the time when rise Seller Rat received knowledge thereof In the want of any such delay, the date of delivery shall be extmded for the period equal turns lime actually last by reason ofthe delay. 3. WARRANTY. The Seller wooers that all good, articles, smords and work covered by Nis order will of. with applicable drawings, specifications, samples maker other descriptions given, will be fit for the pommel intended, add peranded with the highest degree of care add competence in accordance with accepted standard for work of a similar ttahire. no Seller ism. to hold the purchaser ham oot from any, loss, damage or expense which Ne purchases may surlier or human zcmmt of the Sellers breach of wamnty. The Seller shall deplam, repair or make good, without cost to the purchaser, any defects or faults mixing within one (1) year or within such longer period of time as may b, prescribed by law or by the teas of any applicable warranty provided by the Seller after the gum of acceptance of the goods famished hereunder (acceptance not to be unreasorubly delayed), resulting fmm tmpermor or defective work done or marerods finnished by the Seller. Acceptance or use of goods by the Purchaser shall not onstimte a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to it I damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include lass of profits or loss 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 terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. Tha Purchaser may make any changer to the terms, at Nan legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or wdnen change order. If any such change affms the amount due or the time of wromasce hereunder, an excitable edjmtment shall be made. 6. TERMINATIONS. The Purchaser may in any time by wrinen change order, temimte this agreement res to my or all random of the goods then not shipped, subject to any equitable adjustment be mween flue pectin m to any work a miter id, then to progress provided Nat the purchase, shop nor be, liable for any claims for anticipated gr nfis on the uncompleted portion of the good mWbr work, for incidents! or consequential damag., coal that m such adjmtment be made in favor of the Seller with import in my goods which are the Sellers stmda,d stock. No such temiretion shut! reline the Purcasser or dre Seller artery of their obligations wo N any good delivered hereuuder. 9. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within reirty, (30) days fmm Ne date the change of termination is oNomd. 8. COMPLIANCE WITH LAW. The Seiler warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in about compliance with all applicable laws and regulations to which the good are subject, The Seller shall execute and deliver such documents as may be imputed to effect or exidence compliance. All laws and regulations required to be incorporated in agrecmens of this character are hereby incorpomud herein by this reference. The Seller agrees to indemnify and hold the Purchase, hamless Rom all costs and damages softened by the Purchaser as a result of the Sellers failue to comply with such law. 9. ASSIGNMENT. Neither party shall cosign, mnsfer, or roovey Nis oNer, or my monies due or to become due httemder without rise prim wrmen content of the oNer party. I TITLE no Seller wamns full, clear aM unmtnded tale to gave Purchaser for all materials, and it. famished in performance of this agreement, Gee and clear of my asd all firs, mlrietiom. reservations, security interest eocmnbrames and claims i fathers. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to coned nonconforming or defective good by a dte to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates is inability or unwillingness to comply, rise Pumbaer may cause the work to so programmed by the moor expeditions means available to it, and the Seller shall pay all Boss associated with such work. The Seller shall releae the Purchaser and its contractors of any tier fmm all liability and claims of any cutme mulling cam the performansc orsuch work. This release shall apply even in the event of fault of negligence of the party released aN shall extend to rise directors, officers and employes ofsmh party. no Sellers contractual obligations, including wemnry, shall not b, doomed to he reduced, in any way, because such work is priformW or caused a be performed by the Parchzser. 14. PATENTS. Whenever the Seller is orptiod to nse any design, device, material or process covered by loner, patent, mdemark in copyright, the Seller shall indemnify and save hamless the purchaser from any and all claims for infringement by reason of the use of such promed design, device, material or pmcesc in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason ofsuch 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 use of the goods, is in such suit held to constitute infringement and the use of said equipment 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 pads, replace the same with substantially equal but soninfntraing equipment, or modify it so it becomes nonhnGnglrmg. 15. INSOLVENCY. If the Seller shall become insolvent or beNrmpt, make an assignment for the b refit of coeditors, appoint a or trtome for any of the Sellers property or business, this order may forthwith b , canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftems used an the interpretation orthe armament and the rights oran panics brander shall be mowed under and governed by the laws of not State ofColomda, USA. The following Additional Conditions apply At in cases where the Seller is u pert work remainder, including the services of Sellers Representmive(s), onthepremises ofot n. V. SELLERS RESPONSIBILITY. The Sellershall carry, on said mni, at Sellers awn risk not be scone is ally completed and accepted, and shall, in case of any accident, destruction or injury to the work maker materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Pachutt. When materials and aquipment arc famished by others for instillation or erection by the Seller, the Seller shall receive, unload, store and handle some at the site and become responsible fin,m or as though such materials tanker equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, ankor to their dependents in accordance with the laws of the more in which the work is to be done. The Seller shot] also can, comprehcmive gmem) liability including, but not limited to, contractual and automobile public liability insurance .,in bodily injury and death limits of at least 5300.0a) for any one person, 5500,00o for any one accidem and property damage limit per accident of 5400,000. The Seller shall likewise require his evntmddn, Harry, to provide for such wmpensa[ion and incomes. Bef rse any of the Sellers at his condors employees shall do any work upon the premises of others, the Sella shall famish the Purchaser with a eertifrme that such compensation and insurance have been pmvid Such certificates shall specify the date when such compensation and insurance hove been Provided Such tenifmtes shall spccifythe date when such compensation and insurance expires. The Seller orders that such sucarporessition and hsmeme shall b, tmintaimd until after Nr, retire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby asumrs the entire responsibility and liability fen my and all damage, loss at injury of my kind an nature whalsm'er to persons or property, caused by or resulting form the cxrection of the wool provided for in Nis purchase oNer or in connection herewlN. The Seller will indemnify and hold harmless the Purchaser and any or all or the Purchmers olficcrs, agents and employees fmm and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property m which the Purchaser may be put or subject by tri mn of any an, action, neglect, omission or default on the Wrt of the Sellep any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case 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 the Seller of my of his contractors or my of its or their officers, agents; or employees es aforesaid, the Seller hereby agrees m assume the defense thereof and to defend the same at the Sellers own extorter. to pay any and all costs, charges, attorneys fees and other expenses, any and it judgments that may be incurred by or obtained against the Purchaser or any of its or NeG officers, agents or employers in such suits or other proceedings, and in case judgment or other lien be placed upon or olmoed against the property, of the Purchmer, or said panics in of as a result of such suits or other pmeeediags, to Seller will in once cause the same to he dissolved and dischorged by giving band or otherwise. The Seller and his commands shall take all it, precautions, Amish and recall all gunds inventory for the prevention of accidents, comply with all laws and regulators with regard to safety including, but without limitation, the OmWtional Safety said Health Act of 1970 and all rules and regulations issued punting thereto. Revised 07n014