HomeMy WebLinkAbout480086 VAISALA INC - PURCHASE ORDER - 3215345Fort Collins
Date: 01/14/2015
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VAISALA INC
194 S TAYLOR AVE
LOUISVILLE CO 80027
PURCHASE ORDERPO
321534er Page
215345 1 er 2
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: 01/14/2015 Buyer:
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
265 WEATHER SITE MONITORING 1 LOT LS 5,000.00
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 Email:purchasing&cgov.com
Pay terms net 30 days
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Terrns and Conditions
Page 2 of 2
1. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Four Collins is exempt tram state and local mines. Our Exemption Number is
11. NONWAIVER.
98-WS02. Federal Excise Tax Exemption Certificate of Registry 84-600058] is registered wit fire Collector of
Failure of the Purchaser an insist upon strict performance of the tomes and conditions hereof, failure in delay to
Intemal Revenue, Deaver. Colorado (ReE Colorado Revised Statutes 1973, Chapter 39 26. 114 (a),
exercise any rights or mmalies provided heref or by law, failure to promptly notify the Seller in the event of a
breach, the acceptance ofee payment for 6neds hereumer w approval ofNe design, shall trot release the Seller of
Goods Rejected. GOODS REJECTED due M failure to meet specifications, either when shipped or due to defects of
any of the wararbiw or obligations of this purchase order and shall not be demand a waiver of my right of the
damage in traniL may be removal to you fir credit and are not to be replaced except upon receipt of women
puucbaser to insist upon stria pafommmce hereof or any of its rights m remedies as to any such goads, regardless
instructions from the City of Tom Collins.
of when shipped, received or acceptal, M M any prior or subsequent default hereunder, nor shell my parpor raj
oral modification or noriesion of this puuchow order by the Purchaser operate as a waiver of My of the terms
Inspection. GOODS arc subject to fie City of Fort Collins inspection on ended,
hereof.
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in
12. ASSIGNMENT OF ANTITRUST CLAIMS.
mtho mat payment oa the pan of the City of Fort Collins. However, it is to be understood Nam FINAL
Sella and the purchaser raognis that in actual economic practice, overcharges resulting from antitrust
cmupon completionofall applimblerequired inspection procedures.
ACCEPTANCE is dependro
violatioe in fact home by the Perhoser. Theretofore,forgoodcause and as consideration for executing this
violations er
Purchase order, the Seller hereby assigns to the Purchaser my and all claims it may now have or hereafter
Freight Tenn,. Shipments must be EO.Br City of Fan Collins, 700 Wood St, Fon Collins, CO 90522, unless
acquired under federal or state antitrust laws for such overcharges relaying m the Particular goads or services
unherwim specified o i this order. Wpermission is given a prepay freight and charge mpammly, the original freight
purchased or acquired by the Purchaser pursuant o this purchase order,
bill must accompany invoice. Additional charges for packing will not be accepted.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Shipment Downturn. Where mennferwas have distributing points in various pans of the country, shipment is
If the Purchaser dirab the Seller to correct nonconforming or defective goods by a date no he agreed upon by the
expected from the nearest distribution paint to destination, and excess freight will be dductal from Invoice when
Purchaser and the Sella, and the Seller Nerealter indicates its inability or unwillingness to comply, the Purchasa
shipments are made from greala distance,
may cause the work to be performed by the most expeditious ream available to it, and the Seller shall pay all
casts Msociated with such work.
Permits. Sella shall procure at sellers sole cost all necessary permits, certificates and license, required by all
applicable laws, regulations, ordinances and tales of the state, munidµlity, territory 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 Nc City of Pon Collins hamdess from and aµinsr all liability and two
incurred by them by reason of an asserted or anshiluhed violation of any such laws, regulo knew. mdiwncev, rates
.it requirements.
Aufonestion. All pries to this amtaa agree that the representatives art, in fact, boa fide and possess full and
complete authority to bird said parties.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the marts and conditions stated
herein set forth and any supplementary or additional terms rand condition annexed hemyo or inewpnmmd herein by
reference Any additiowl or different terms and conditions pmlrosed by seller are objected no end hereby related.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately ifyau cannot make complete shipment ye, arrive oa year
promised delivery date as noted. Time is of the essence. Deliveryand performance rant be effected within the time
stated on the purchase order and the documents marched hermit. No acts of the Purchaers including, without
limitation, ren,twou of partial late deliveries, shall operate M o waiver ol'this pmvisiun. In the ever ofany delay,
the Purchaser shot l h ere, in addition to ether legal and equitable remedies, the option of placing this order elsewhere
and holding the Seller liable for damages. However, fe Sella shall net be liable for damages M a result of delays
due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence,
such acts of God, acu of civil or military authorities, gevemmmtal priorities, fares, strikes, Eoed, epidemics, wars or
fiats provided that notice of the conditions caning such delay is given to she Purchaser within five (5) days of the
time when the Seller farst received knowledge thereof. In the event of my such delay, the date of delivery shall be
extended for the period eqml in fie time actually lost by reaon ofthe delay.
3. WARRANTY.
The Sella warrants that all goods, articles, materials and work covered by this order will coof.. with applicable
drawings, specifications, samples and/or other descriptions given, will be fit for Ne proposes intended and
performed wit fie highest degree of care and compassion in accordance with occupied staMarts for work of a
similar mlate. The Sella agrees to held fie purchaser harmless from any loss, damage or expense which fie
Pmcbrva may fi f a m incur on ...at of the Sellers breach of.ty. The Sella shall replace, reµ it or make
good, without cost to the purchaser, my defects or fanls arising within one (1) year or within such longer period of
lime as may he prescnEN by law or by the an. of my applicable wmanry provided by the Sella after fe dam of
acceptance of the goods fumished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect
or defective work done or materials f ishd by fe Seller. Acceptance m we of goods by the Purchaser shall nor
constitute a waiver ofany claim under this warranty. Except ass otherwise provided in this purchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties
in gt nomano, but such liability shall in no event include loss of profs or lass of use. NO IMPLIED WARRANTY
OR MERCI IANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. Cl (AND ES IN LEGAL TERMS.
The Purchaser may make changes to legal terms by wriven change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the teams, other than legal terms, including additions to or deletions from
the quantities originally ordered in fie specifications or dmwirip. by verbal or written change order. If my such
change affects the amount due or the time of performance hereunder, an equitable adjustmenl shall he made.
6. TERMINATIONS.
The Purchaser may at any time by wrinm change ruder, wrmiwte this agreement M as any or all portions of the
good that not shipped, subjects to any equitable adjunment between the probes as to any work or materials fen Or
progress provided Eat fie Purchaser shall rot be liable for any claims far mticipmed profits on the unmmpleral
portico ofthe goods and/or work, for incidental or a quenwil damages, and that no such djnstment be made in
favor ofthe Seller with respect to any goods which we Ne Sellers standard stock. No such termination shall relieve
the Purchaser or the Seller of any oftheir obligations M to my goods delivered hereunder.
]. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment most be scanned within thirty (30) days from the date the change or termination is
ordered.
9. 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 regulmions to which the grads are subject. The Seller shall execme and
deliver such documents as may be required m effect or evidence compliance. All laws and regulmion required to be
incorporated in agreements of this character are hereby mcorperated herein by this reference. The Seller agrees to
indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser M a result of fie
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall resign, vaMfer, or convey this order, or my monies due or W become due hereunder without the
prim winces consent ofthe other µay.
10. TITLE.
The Seller wmmnm full, clear and uvravicted ride orthe PurchMer for all equipment, mmenals, and items fumished
in performance of this a®eenlnnL fee and clear of my and all liens, restrictions, reservations, mercury imenst
emmmbrmcM and claims f.dam,
The Seller shall release the Purchaser and its mnrmtms of any Oa from all liability and claims of any ware
resulting from de performance of such work.
This relw¢ shall apply even in Ne ever of fault of negligence of the party released and shall extend to the
directors, officers and employees ofsuch pray.
The Sellers contractual obligations, including warranty, shall not be domed to be reduced, in my way, because
such work is patoumed or..d to he pMmmed by the Purchaser.
14, PATENTS.
Wheneva fc Seller is required to we any design, device, material or process covered by latter, patent, trademark
or copyright, the Seller shall indemnify and save harmless the Purchaser (ram any and all claims for infringement
by reason of the use of such patented design, device, material or Process in connection with the contract, and
shall indemnify the Purchaser fro any cost, expense or damage which it may be obliged to µy by reason of such
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 pranre for the
Purchaser the right to continue using said equipment or pans, replace the some with substantially equal but
noninfringing equipment, or modify it so it becomes normfdnging.
15. ]INSOLVENCY.
If the Sella shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint is
noccour or bounce for my of the Sellers granary or business, Nis order may forthwith be amended by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions oftemms used or the interpretation ofthe agreement and the rights of ell parties hereunder shall be
construed Order and governed by the laws off, Sure of Colorado. USA.
The following Additional Condition apply only in cown where do Sella u to perform work hereunder,
including the services of Sellers Rupresenmtive(s), on Ne premises ofoNers.
17. SELLERS RESPONSIBILITY.
The Sella shall wry an said work in Sellers own risk me] the same is fully completed and accepted, and shall,
in se of any accident, destruction or injury to fie work and/or materials before Sellars fiwl completion and
acceptance, complete the work at Sellers own expense and to the satisfaction of the Puncheon. Whm materials
and equipment art burnished by others for installation or erection by fie Seller, the Seller shall receive, unload,
store and handle same at the site and become responsible therefor M though such materials and/or equipment
were being Famished 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 correction with the work covered by this purchase orJeq
smFor to their dependents in accordance with the laws of the state in which the work is to be done. The Sella
shall also wry comprehensive general liability including, but not limited to, contractual and automobile public
liability insurance with bodily injury and deaf limits of at leaser S300,000 for my one person, S50B000 for any
one accident and property damage limit per accident of S40R000. The Sella shall likewise require his
contractors, if any, to provide for such compensation and ime rm¢e. Before my offe Sellers or his contractors
employes shall do any work upon the premisesof others. the Seller shall burnish the Purchaser wont a certificate
that such mmpertsation and insurance have beta provided. Such certificates shall specify the date what such
compensation and insurance have been provided. Such artificams shall specify fc date when such compensation
and announce expires. The Sella agrees that such MMp Lien and imurmce shall be main riad =61 almr the
entire work is completed and wwc tad.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Sella hereby .,a.. the entire responsibility and liability for any and all damage, loss or injury afory kind
or nature whatsai to µrson or property caused by or resulting from 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
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 to which the PurchMer 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 contractom 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 ucl, action, neglect, omission or default of the Seller of any of his contractors or my of its or
their ofcars, agents or employees m 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 coves, charges, attorneys fees and other expenses,
my and all judgments Out may he incurred by or obtained against the Purchaser 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 ofthe Parthasa, or said pries in or as a result of such suits in other pfcedmigs,
the Seller will at once cause the come to be dissolved and dischmgal by giving bond or otherwise. The Sella and
his contractors shall take all safety precaution, furnish and recall all gourd necessary for the prevention of
accidents, comply with all laws and regulations with regard to safety including, but without limitation, the
Occupational Safety and Health Act of 1970 and all roles and regulations issued pursuant thereto.
Revised 07R014