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HomeMy WebLinkAbout130905 DEIGHTON ASSOCIATES LIMITED - PURCHASE ORDER - 9150188Fort Collins Date: 01/12/2015 PURCHASE ORDER Vendor: 130905 DEIGHTON ASSOCIATES LIMITED 223 BROCK ST NORTH UNIT 7 WHITBY ON L1 N41-16 PO Number Page 9150188 1of2 This number must appear on all invoices, packing slips and labels. Ship To: STREETS DEPARTMENT CITY OF FORT COLLINS 625 NINTH STREET FORT COLLINS CO 80524 Delivery Date: 01112/2015 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Ordered Unit Price Extended Price 1 SUPPORT & MAINT AUG15-JULY16 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 12,000.00 Total Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0680 110MMTKGZa[7 5 R M TOM100MtttR7aF9 Page 2 of 2 I. COMMERCIALDETAIIS. Tax exemptions. By statute die City of Fan Collins is exempt from sure and local taxes. Our Exemption Number is 11. NONWAI VEIL 98.04502. Federal Excise Tax Exemption Certificate of Registry M-6000587 is registered with the Collector of Failure of the Purchaser to insist upon nmn perfrsmence of the terms and conditions herwf, failure or delay to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statues 1973. Chapter 39-26. 114 (a). exercise any tights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the 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 warraetice or obligations of this purchase order and shall not be deemed a waiver of my tight of the damage in transit, may be remmed to you for credit and are not to be replaced except upon receipt of wdnen purchaser to insist upon stria performance hereofor any ofin rights or remedies as to any such gels, regardless instructions from the City of Fon Collins. of when shipped, received or accepted, as to my prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of my of the terms Instance. GOODS are subject to the City effort Collins inspection on arrival. thereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order e," result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment a the pan of the City of Fan Collins. However, it is an be undemoed Mat FINAL Seller and the Pruchanr occupim that in actual economic practice, overcharges radting from national ACCEPTANCE is dependent upon completion of all applicable onmord inspection procedures violations are in fan home by the Purchaser. Theretofore, for good more and as consideration for executing this purchase order, the Seller hereby assigns to the Purchucr my and all claims it may now have or hereafter Freight Terms. Shipments must be F.O B.. City of Fort Collins, 700 Wood St, Fort Collins, CO $0522, unless acquired under federal or some mAntsr laws for such overcharges relating in the particular good or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchwed or acquired by the Prchaser pars.,. this purchase oNe,. bill must accompany invoice. Additional charges for packing will act be accepted. 13, PURCHASERS PERFORMANCEOF SELLERS OBLIGATIONS. Shipment District. Where manufacturers have distributing points in u pans of the country, shipment is Ifen Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed ,on by the expected from me nearest distribution Point so damnation, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates in inability or unwillingness to comply, the Purchaser shipments me made from greater dinmce. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs a sar, led wim such work. Permit. Seller shall procure at sellers sole cost all necessary permits, confesses and licenses required by all applicable laws, regulations, ordinances and mles of the state, municipality, lemimry or political subdivision where the work is performed, or required by my other duly connlmted public authority having junsdmion over the work of vendor. Seller former agrees to hold Ore City of Fort Collins hamdeas from and against all liability and loss incurred by mom by reason of an averted or established violatim of my such laws, regulations, ordinances, miss and retrial remmt. Annorienion. All parties to this contract agree chat the representatives are, in fact, barn fide and possess full and complete authority so bind said parries. LIMITATION OF TERMS. This Purchase Order exprenly limits acceptance to the corms and conditions rated herein set reach and my supplementary or additional t ants and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately Syou cannot make complem shipment to arrive on your promised delivery date as oared Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and me documents attuned hereto. No acts of the Purchasers including, without limitation,acceptmceofpartiallatedeliw6d,shalloperateasawaiverofthisprovision. Intheevmtofmydelay, the Purchaser shall have, 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 he liable for damages as a result of delays due to causes not treasonably formable which are beyond its reasonable control and without in fault of negligence, such not of God, am of civil or military aulhonues, govemmmml priorities, firers, sankes, flood epidemics, wars or not provided that notice of the conditions musing such delay is given to the Purrhsur within five (5) days of die time wfim me Seller first received Wo viedge thereof In me event of my such delay, the date of delivery shill be extended for the period equal as the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all good, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for As purposes intended, and performed olds the highest degree of care and rempelence in accordance with accepted standard for work of a similar nature. The Seller agrees to hold the purchaser harmless from my loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wanmry. The Seller shill replace, repair or make good without cost as the purchaser, my defect or faults acting within am (I) year or within such longer Peried of done as may be prescribed by law or by the temp of my applicable wanmry provided by me Seller after the dais of acceptance of the good fomished hereunder (acceptmce cot to be unreasonably delayed), mulling from imperfect or defective work done or materials famished by the Seller. Acceptance or tau of goods by the Purchaser shall trot commue a waiver of my claim under this wwrmry. Except as otherwise provided in this purchase order, the Sellers liability hereunder mall extend to all damages proximately mused by the breach of my of the foregoing wanmria err guarmtca, but such liability shall in no cr ent include loss of profits er low 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 terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes I. A. terms, oNer man legal rem., including additions to or deletions form the quantities originally ordered in the specifications or drawings, by vrrbil or written change order. If my such change aff ets the amount due or the time of peformance hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The purchase may at arty time by women change order, terminate this Wmmma as to any or ill portions of the good then not shipped subject to my equitable wjownsm between me parties as to my work or nationals Am in progress provided Am me Purchaser shall not be limis for my claims for anticipated profits on As =completed portion of the good arbor work for incidental or consequential damages, and thin no such adjustment be made in favor of the Seller wim respect to my good which are me Sellers standard stock. No such termination shall relieve the Purchaser or On Seller of my of Aeir obligations as to any goods delivered hereunder. ]. CLAIMS FOR ADRISTMENT. Any claim for adjustment must be asserted within thirty (30) days from the dam die change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller woman rim all goods sold here=der shall have been produced said, delivered and famished in aria compliance with all applicable laws and regulations to which me goods are subject The Seller shall execute and deliver such dmumm. as may be required to effect orevidence compliance. All laws and regulations required to be incorporated in agreements of this charmer me hereby intwtpomaed herein by this reference. The Seller agrees to indemnify and hold me Purchaer harmbas from all costs and damages suffered by the Purchaser u a result of the Sellers failure so comply wlch such have. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or my moles due or to become due hereunder without me prior written consent of che other parry. 10 TITLE. The Seller warrenn full, clear and unrestricted tide to the Purchaser for or equipment, materials, and items furnished in performance of this agreement free no clear of my and all liens, restrictions, reservations, county interest mcumbunns and claims roomers. The Seller shall release me Purchaser and in contractors of my net from all liability and claims of my nose resulting from the performance of such work. This releur shill apply ever is the event of fault of negiigrnce of As pary released rid shall exr and to Ae directors, officers and employees of such parry. The Sellers cono-actual obligations, including warranty, shall not be dremed to be reduced, in my way, beaus such work is performed or caused to be performed by Ae Purchaser. IC. PATENTS. Whenever the Seller is required to use my design, device, mmenal or process covered by leneq parent, trademark or copyright, the Sel let shall indemnify and save harmless the Purchaser from my and all claims for infringement by reason of me use of such patented design, device, material or process in connection wolf the contract and shalt indemnify the P arso r for my 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 me work. In can said equipment or any pan thereof or rise Intended use of the good, is in such Sit held to constitute infringement and the ass of said equipment or pan is enjoined the Seller shall, at in own expense and at in Want. rather procure for che Purchaser the right to continue using said rquipmml or part, replace the same with substantially equal but naninfnnging equipment, or modify it as it brooms ooninfnnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of credisors, appoint a receiver or trtntce for my of As Sellers property or business, doss order may forthwith be canceled by me Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or me interpretation of the agreement and me rights of all parties hereunder shall be construed under and governed by the laws of me Stare of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hermndcp including the services of Seller Representztiva(a), on the premises rfodnrs. 17. SELLERS RESPORSUIRSI)i The Seller shall any on said work or Sellers own risk no] the same is filly completed and accepted and shall, in rise of my accident, destruction or injury to the work m&or materials before Sellers final con ,anon and acceptance, comple. che .,it as Sellers own expanse and o she efinfianian of As Purchaser. Whim m,enals and equipment are famished by others for installation or erection by the Seller the Seller shall receive, unload, stare and handle same at me rive and became responsible therefor as though such materials and/or eouipmmt were being famished by me Seller under for order, 19. INSURANCE. The Seller shall, at his own expense, provide for me payment ofworken compensation, including occupational disease benefits, to in employees employed on or in connection xiA the work covered by this purchase order, and/or to their dependen. in resonance with the laws of on sate in which the work is 10 be done. The Seller shall also carry comprAmerve general liability including, but not limited to, corm ouil and automobile public liability insurance coif bodily injury and death knorn of at least $300,000 for my one person, 5500,000 for my one accident and property damage limit per accident of 5100,000. The Seller shill likewise rryoire his comments. if my, to provide for such compensation rid insurance. Before my of the Sellers or his contractors employees shall do my work upon me premises sf others, the Seller shall famish the Parduser mdr a cemfiate that such wmprnsmen and insurance have barn provided. Such cerdfiam shall specify the date ohm such comperum an and insurance have becn provided. Such cardficaes shall specify the date ohm such wmpmsasion rid insurance expires. The Seller agrees Aaa such cumperamon and insurance shall be maintained until met the man work is contple ed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby resumes the entire responsibility and liability for my and all damage, loss or injury of my kind or nature whatoever to persons or property caused by or resulting brain the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and my or all of the Purchasers officers, agents and employees from and against my and all claims, losses, damages, changes or expenses, whether direct or indirect and whether to persons at property, to which the Purchaser may W pm or subject by reason of my act action, neglect omission or default an the pan of the Seller, any of his contractors, or my of the Sellers or conlmclors officers, agent or employees. In case my suit or other proceedings shall be brought agaiut the Purchaser, or its officers, agents or employes a1 my time on at..t or by realm of my am anion, ji omission or default of the Seller of my of his comexors or my of in or their officers, agents or employes as aforesaid, the Seller hereby agrm to assume the defense hereof and to defend the some of Ae Sellers own expense, to pay my and all cos., charges, anam,, feu and other a choomes. my and all judgments man may be incurred by or obtained against the Purchaser or my of in or their officers, agars or employees in such sits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said peons in or as a result of such train 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 take all softy precautions, famish and install all guard necessary for the prevention of accidents, comply wish all laws and regulations with regard to safety including, but without limitation, As Occupational Safety and Health Act of 1970 and all mles and regulations issued pursuant thereto. Revised 01a014