HomeMy WebLinkAboutCORRESPONDENCE - RFP - 7189 ADVANCED METERING INFRASTRUCTUREUtilities
700 Wood Street
PO Box 580
Fort Collins, CO 80522
970.221.6700
970.221.6619 - fax
fcgov.com
PURCHASE ORDER REQUISITION
Requisition #
Entered by
Date
Vendor Honeywell Elster Solutions, LLC
Address 208 South Rogers Lane
Raleigh, NC 27610
QTY DESCRIPTION UNIT $ TOTAL $ CHARGE NUMBER
1 AnnualSoftwareMaintenanceAgreement
(SMA)Fee
$110,229.70 $110,229.70 14400000.533320.58ϲ0.1440
0000.C
ORDER TOTAL: $110,229.70
COMMENTS As part of the AMFC project, Fort Collins Utilities (FCU) purchased a headend system for the Advanced
Metering Infrastructure (AMI) from Elster Solutions. The contract that FCU and Elster signed together in 2011 is good for
20 years. That contract states that our license fees and support for the headend software of the system is covered by our
Annual Software Maintenance Agreement (SMA) fees. This requisition is for the SMA fees calculated for the calendar year
2018.
Requested By : Date:
24 August 2018
Authorized By Date
Heather - 8/29/18
60672
584065
DocuSign Envelope ID: 43C32B8E-49C9-4B5A-A743-B75D845B2F5B
Elster Solutions, LLC
208 South Rogers Lane
RALEIGH NC 27610
USA
Page 1 of 3
16 August 2018
Invoice
Bill-To-Party
City of Fort Collins
700 Wood Street
FORT COLLINS CO 80521
USA
Ship-To-Party
City of Fort Collins
700 Wood Street
FORT COLLINS CO 80521
USA
Remit Payment To
Elster Solutions, LLC
PO Box 27858
Chicago IL 60673-1274
Information
Invoice Number 9000085100
Invoice Date 08/08/2018
Sales Order no./Date 40000946/ 01/25/2018
Customer No. 1001081
Invoice Amt 110,229.70 USD
Term of Payment Due Net in 30 days
Incoterm FOB
Incoterm Description Origin
Country of Ultimate Destination USA
Sales Engineer Mac Wilson
Item Material/Description/PO Item Quantity HS No. Orig Cntry Unit Price Per Total Price
10 SMA_EA_THIRDPTY 1 EA 110,229.70 1 110,229.70
SOFTWARE MAINTENANCE AGREEMENT
Invoice Amount 110,229.70
Electronic Funds Transfer Information
JP Morgan Chase Bank, N. A.
4 New York Plaza, Floor 15, New York, NY
ACH or WIRE - ABA No.: 021000021, Acct: 581946659 Type: Checking SWIFT Code: CHASUS33XXX
Please email remittance advice to ElsterCashApplication@Honeywell.com or call 1-302-800-5079
Email Beth.Ortiz@Honeywell.com for invoice concerns
DocuSign Envelope ID: 43C32B8E-49C9-4B5A-A743-B75D845B2F5B
ELSTER / HONEYWELL Invoice # 9000085100
GENERAL TERMS AND CONDITIONS OF SALE
1 General
These terms and conditions may not be changed or superseded by any different or additional terms and conditions proposed by Client in a purchase order or other document, unless expressly
agreed to in writing by Elster. Notwithstanding
the foregoing, any software licenses purchased by Client shall be governed exclusively by the terms and conditions of the applicable systems license agreement (including, if applicable,
a shrink-wrap or click-wrap system license agreement)
in effect between the parties.
2 Prices
Unless otherwise stated in writing, all proposals or quotations from Elster expire thirty (30) days from the date thereof.
Elster prices do not include federal, state or local property, license, privilege, sales, use, excise, gross receipts, or other like taxes which may now or hereafter be applicable. Client
will assume payment of all taxes, duties, fees and other
charges assessed by any taxing authority in the Client's country or country of ultimate destination with respect to goods ordered. Client agrees to pay or reimburse any such taxes, duties,
fees or other charges which Elster or its suppliers are
required to pay or collect. If Client is exempt from the payment of any tax and holds an exemption certificate or direct payment permit, Client shall upon order placement, provide Elster
a copy of the certificate or permit acceptable to the
relevant governmental authorities. Upon delivery by Client of an exemption certificate or other claim for tax exemption, Client will indemnify and hold harmless Elster from any sales,
use, value-added or similar tax, charge, excise or fee
(including interest, penalties, attorneys' fees and related dispute resolution charges) assessed against or incurred by Elster in reliance on such Client exemption claim.
Elster Services prices are based on Services provided during normal business hours (8 a.m. to 5 p.m. U.S. Eastern Time, Monday through Friday, excluding Elster holidays). Overtime and
Saturday hours will be billed at one and one-half (1
1/2) times the hourly rate; Sunday hours will be billed at two (2) times the hourly rate; and hours incurred during Elster holidays will be billed at three (3) times the hourly rate.
Services rates shall be those set forth in Elster's Professional
Services Rate Schedule in effect at contract signing. Rates are firm for a period of one year from the contract Effective Date. Thereafter, Elster may at its discretion adjust Services
rates, but no more often than once annually.
For multi-year contracts, the purchase price of Equipment will remain fixed during the first two (2) years of the contract term. Beginning with year three (3) of the contract term, the
purchase price of Equipment may be increased annually by
the percent increase in the Bureau of Labor Statistics commodity Producer Price Index ("PPI") when comparing the most recent applicable PPI index with the prior year's applicable PPI
index, but only if the percent increase is greater than one
percent (1%) The applicable commodity PPI indices for electric meters, gas meters, and gas and water modules are: (i) electric meters: PCU3345153345159; (ii) gas meters: PCU3345143345141;
and (iii) gas and water modules:
PCU334220334220.
3 Changes
Any changes requested by Client affecting the project scope, schedule, or other aspects of the work must be accepted by Elster, and impacted provisions of the contract, including but
not limited to price, schedule, license fees, warranties,
etc., mutually agreed to in writing prior to implementation of any change.
Client requested changes in the scope will be priced per the unit pricing stated in the pricing exhibit(s) attached to and incorporated as part of the Agreement between the parties,
or otherwise as quoted by Elster on a case-by-case basis.
Any changes to the system or hardware initiated by Client before or after delivery may necessitate upgrades to third party licenses. Any additional third party license fees will be the
responsibility of Client unless such costs are specifically
noted as included in the scope of work pricing.
Elster may, at its expense and in its sole discretion, make changes in the goods and services as it deems necessary to conform the goods and services to applicable specifications. If
the customer objects to any such changes, Elster shall be
relieved of its obligation to conform to the applicable specifications to the extent that conformance may be affected by such objection. In addition, during the provisioning of goods
and services, Elster may pass along to Client certain incidental
costs incurred by Elster in the provisioning of such goods and services that directly relate to the provisioning thereof, such as mounting brackets, washers, gaskets and the like, with
such costs not to exceed $10,000.
4 Delays
Goods and Services provided by Elster are planned and priced based on project requirements, and are sensitive to proper utilization of assets and committed resources. Unscheduled delays
that prevent Elster or its subcontractors from
working at the planned pace represent a risk to meeting overall project objectives. Elster will work closely with Client in an effort to minimize the potential for delays through careful
planning and documentation of key interdependencies. If,
however, the delivery of goods or the performance of Services are delayed as a result of acts or omissions by Client or its representatives and not by Elster or by reasons of force majeure,
Client shall reimburse Elster for direct costs it incurs
as a result of Client's delay. Elster may, at its discretion, deem such delay a suspension of the Agreement by the Client, and as a result not be bound by the pricing set forth in the
Pricing Schedule or by the list of deliverables, and may at its
discretion require Client to renegotiate prices.
If either Party causes a delay in the progress of the Work not otherwise excused or addressed in the Contract Documents, such Party shall use Commercially Reasonable Efforts (all without
additional cost to the other Party) to complete its
Work within the times set forth in the Contract Documents and project schedule.
9.8 Warranty Returns Invoice # 9000085100
For warranty returns of Elster metering hardware, Client will pay freight to Elster point of manufacture. Elster will provide all freight charges for return of repaired or replaced items
from its factory. After expiration of the warranty period, Client
is responsible for payment of any support or maintenance agreements for computer hardware and/or third party software used in the system.
9.9 Exceptions
In no event shall Elster be responsible for gaining access to the goods, disassembly, reassembly or transportation of the goods or parts from or to the place of installation, all of
which shall be at Client's risk and expense. Elster shall have no
obligation hereunder with respect to any goods which (i) have been improperly repaired or altered; (ii) have been subjected to misuse, negligence or accident; (iii) have been damaged
due to forces of nature; (iv) have been used in a manner
contrary to Elster's instructions; or (v) are comprised of materials provided by or a design specified by Client.
The foregoing warranties are exclusive and in lieu of all other warranties of quality and performance, whether written, oral or implied, and all other warranties including any implied
warranties of merchantability or fitness for a particular
purpose, non-infringement or usage of trade are hereby disclaimed. The remedies stated herein constitute client's exclusive remedies and Elster's entire liability for any breach of warranty.
Notwithstanding the foregoing, goods and equipment manufactured by others and supplied by Elster are warranted only to the extent of the manufacturer's warranty, and only the remedies,
if any, provided by the manufacturer will be allowed
as the warranties provided herein do not apply to such goods and equipment. Without limiting the generality of the foregoing, while Elster may incorporate a third party AMR/AMI communication
module into the goods, Elster disclaims any and
all warranties, express or implied, regarding the module and the operation of the combined module/meter, including the implied warranties of merchantability and fitness for a particular
purpose, any warranties arising from the course of
dealing or trade usage, and compliance of the module and the combined module/meter with the ANSI or FCC requirements. While Elster may act as a broker for the module manufacturer and
may assist Client in obtaining the benefits of the
module manufacturer's warranties, any express or implied warranty regarding the module or the operation of the combined module/meter, to the extent any such warranty may exist, is provided
solely by the module's manufacturer.
10 Limitation of Liability
IN NO EVENT WILL ELSTER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, STATUTORY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES OR LOSS OF USE, EVEN IF INFORMED
OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM ELSTER'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE, OR USE OF ANY GOODS OR
SERVICES SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, THE NEGLIGENCE OF ELSTER), BY OPERATION OF LAW OR
OTHERWISE. THE AGGREGATE LIABILITY OF ELSTER FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL IN NO CASE EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SPECIFIC
PRODUCT GIVING RISE TO THE CLAIM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS IF LIABILITY ARISES FROM BREACH OF CONTRACT,
INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), BY OPERATION OF LAW, OR OTHERWISE.
All causes of action against Elster arising out of or relating to this Agreement or the performance or breach hereof shall expire unless brought within one year of the installation of
the product to which such claim relates.
11 Force Majeure
Neither party shall be liable for loss, damage, or delay nor be in default for failure to perform (other than payment obligations) due to causes beyond its reasonable control, including
but not limited to acts of God, acts of war or terrorism, fire,
flood, strike, labor disputes, acts or omissions of any governmental authority or of the other party, compliance with government regulations, embargos, fuel or energy shortage, delays
in transportation, inability to obtain necessary labor,
materials, or services from usual sources, or from defects or delays in performance of a party's suppliers or subcontractors due to such causes. In the event of a delay by either party
due to the foregoing, the date of delivery or time for
completion shall be extended by a period of time reasonably necessary to overcome the delay.
12 Termination
Any order, contract or agreement may be terminated by Client by written notice and payment of reasonable and proper termination charges, including but not limited to all costs associated
with the order or contract incurred up to the date of
the notice of termination (including, without limitation, demobilization costs, sub-supplier and subcontractor termination charges, and standard restocking fees), plus a fixed sum of
ten (10) percent of the final total contract price to compensate
for disruption in scheduling, planned production and other indirect costs. Payments shall be made within 30 calendar days from receipt of invoice and acceptance of the goods in accordance
with these General Terms and Conditions of Sale.
No termination by Client for default shall be effective unless, within thirty (30) days after receipt by Elster of Client's written notice specifying such default, Elster has failed
to initiate and pursue with due diligence correction of such specified
default.
Elster may terminate any order, contract or agreement and any license granted thereunder at any time and for any reason, including nonpayment or other material breach by Client that
is not cured within thirty (30) days following written notice
thereof.
13 Assignment
Neither this Agreement nor any interest under this Agreement shall be assigned by Client without the prior written consent of Elster, except that either Party may assign this Agreement
without prior consent in connection with a sale of
controlling interest in the capital stock or other equity interest of such Party, a sale of all or substantially all of the assets of such Party, or pursuant to a merger or consolidation.
Subject to the foregoing, this Agreement shall be binding upon
and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. If Client is involved with or subject to a merger or acquisition that materially
impacts the provision of services and/or goods by Elster
hereunder by increasing the cost of providing services and goods by Elster, then Elster may pass along such increase costs to Client.
14 Confidentiality
Each Party (the "Receiving Party") shall maintain in strict confidence any and all proprietary and confidential information about the business, operations or customers of the other Party
or any of their affiliates which it acquires in any form from
the other Party (the "Disclosing Party"), including without limitation the terms of this Agreement, or any other information disclosed by the Disclosing Party and identified by Disclosing
Party as confidential ("Confidential Information"). The
Receiving Party will not disclose such Confidential Information with any third parties without the Disclosing Party's prior written consent. The Receiving Party further agrees to use
its best efforts and to take all reasonable precautions to
maintain strict confidentiality with respect to the Confidential Information and to prevent disclosure thereof to persons other than its employees, accountants, affiliates, attorneys,
bankers, consultants, insurance advisors and carriers, and
agents who need access to such information to carry out a Party's obligations under this Agreement, and the Receiving Party shall be liable for the compliance by such third parties with
the confidentiality obligations hereof.
The Receiving Party shall not use, or permit the use of, the Confidential Information for any purpose other than performing this Agreement and exercising the rights granted under this
Agreement. The Receiving Party acknowledges that the
rights of the Disclosing Party in the Confidential Information are unique, and accordingly the Disclosing Party shall, in addition to such other remedies as may be available to it at
law or in equity, have the right to enforce its rights hereunder by
an action for injunctive relief and specific performance to the full extent permitted by law. Upon termination of this Agreement and the written request of the Disclosing Party, the
Receiving Party shall return or destroy all copies of all
Confidential Information to the Disclosing Party. Notwithstanding the foregoing, to the extent it would be unreasonably costly or cumbersome, neither Party shall be required to delete
intangible copies of Confidential Information that is made
as part of such Party's routine systems back-up procedures.
15 Release of Information
Following contract signature, either Party may as a matter of public record issue a press release or other public disclosure acknowledging the existence of the relationship between the
Parties and the general nature of this Agreement. Neither
Party will however, before or after contract signature, use the other Party's name, trademarks or logos for the specific purpose of advertising, promotion or publicity without the prior
written consent of the other Party, which will not be
unreasonably withheld.
16 Waiver
The failure of a Party at any time to require performance of any provision of this Agreement shall in no manner affect the right at a later date to enforce the same, or to enforce any
future compliance with or performance of any of the
provisions of this Agreement. No waiver by a Party of any condition or breach of any provision, term or covenant in this Agreement, whether by conduct or otherwise, shall be deemed to
be or construed as a continuing waiver of any such
condition or the breach of any other provision, term or covenant of this Agreement.
17 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws of such state and without regard
to the United Nations Convention on the International
Sale of Goods of 1980 and any amendments or successors thereto. All actions hereunder or in relation hereto shall be brought and tried solely and exclusively in the state and federal
courts located in New York, and the Parties hereby
expressly consent to the jurisdiction thereof.
18 Export Control
Client represents and warrants that the goods and services provided hereunder and the "direct products" thereof are intended for civil use only and will not be used, directly or indirectly,
for the production of chemical or biological weapons or
of precursor chemicals for such weapons, or for any direct or indirect nuclear end use. Client agrees not to disclose, use, export or re-export, directly or indirectly, any information
provided by Elster or the "direct product" thereof as defined in
the Export Control Regulations of the United States Department of Commerce, except in compliance with such Regulations.
If applicable, Elster shall file for a U.S. export license, but only after appropriate documentation for the license application has been provided by Client. Client shall furnish such
documentation within a reasonable time after order acceptance.
Any delay in obtaining such license shall suspend performance of this Agreement by Elster. If an export license is not granted or, if once granted, is thereafter revoked or modified
by the appropriate authorities, this Agreement may be
canceled by Elster without liability for damages of any kind resulting from such cancellation. At Elster's request, Client shall provide Elster with a Letter of Assurance and End-User
Statement in a form reasonably satisfactory to Elster.
19 Resale
If Client resells any of the goods (other than software, which is non-transferable), the sale terms shall limit Elster's liability to the buyer to the same extent that Elster's liability
to Client is limited hereunder. In addition, when reselling any of the
goods, Client shall maintain strict compliance with the Export Administration Act of 1979, as amended or any other United States laws and regulations as shall from time to time govern
the sale, license and delivery of technology or goods
abroad by persons subject to United States law. Resale of goods does not transfer unique LAN identification or software embedded in or related to meters. The buyer of resold goods must
contact Elster directly for such components.
20 Dispute Resolution
20.1 Escalation
The Parties shall use reasonable efforts to settle any disputes related to this Agreement through efficient communication and informed discussion. Either Party may by written notice,
inform the other Party of a dispute under this
Agreement by describing the nature of the dispute and the matters at issue. Upon receipt of such notice, the other Party shall respond in writing within ten (10) days. The Parties shall
cooperate by providing information and answering
questions to facilitate an informed discussion of the issues in dispute. If the dispute is not resolved to the satisfaction of either Party within ten (10) days following the written
response, either Party may require that a vice president or
comparable upper level manager of each Party discuss the dispute and attempt to resolve it.
20.2 Mediation
If the Parties cannot resolve a dispute under the process set forth above, either Party may refer the dispute to non-binding mediation by a neutral third Party approved by the International
Institute for Conflict Prevention and Dispute
Resolution (CPR). The mediation shall occur at a site mutually agreed upon by the Parties, or in the absence of such agreement, in the State of North Carolina. Regardless of which Party
refers to mediation, both Parties agree to cooperate
in and share equally in the costs. No offer, finding, action, inaction or recommendation made or taken in or as a result of mediation shall be considered for any purpose an admission
of a Party, nor shall it be offered or entered into evidence in
any legal proceeding. Either Party may terminate mediation after sixty (60) days from its commencement.
20.3 Other Methods
The availability of the above resolution methods shall not preclude a Party from exercising any and all legal rights available to it under this Agreement.
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5 Delivery
All goods manufactured, assembled or warehoused in the continental United States or Mexico and delivered within the United States will be delivered FOB Origin Elster factory unless designated
otherwise in the Pricing Schedule Exhibit F
accompanying these General Terms and Conditions. Goods delivered outside the United States will be delivered Ex Works Elster factory, and Client shall arrange for export clearance. Client
shall be responsible for any and all demurrage or
detention charges.
If the scheduled delivery of goods is delayed by Client or by Force Majeure, Elster may move the goods to storage for the account of and at the risk of Client whereupon it shall be deemed
to be delivered.
Shipping and delivery dates are contingent upon Client's timely approvals and delivery by Client of any documentation required for Elster's performance hereunder.
Claims for shortages or other errors in delivery must be made in writing to Elster within ten (10) business days of delivery. Goods may not be returned except with the prior written
consent of and subject to terms specified by Elster. Claims for
damage after delivery shall be made directly by Client with the common carrier.
Unless otherwise agreed in writing by the parties, the Client shall be responsible for any required export/import licenses. The obligations of the Client to pay for the goods shall not
in any manner be waived by the delay or failure to secure or
renew, or by the cancellation of, any required export/import licenses.
6 Title and Risk of Loss
For US goods deliveries FOB Origin, Freight Prepaid, Elster will be responsible for freight charges and freight claims, while the Client will assume title/ownership of the goods at the
time of carrier pick-up.
For US goods deliveries FOB Destination, Freight Prepaid, Elater will be responsible for freight charges and freight claims, and will retain title/ownership of the goods until delivered;
if US goods deliveries are FOB Destination, Freight Collect,
Client will be responsible for freight charges and freight claims, while Elster will retain title/ownership of the goods until delivered.
For goods delivered outside the United States, title/ownership and risk of loss shall pass to the Client upon delivery Ex Works Elster factory as defined in INCOTERMS 2010.
For software deliveries to Client, title/ownership of the software shall remain with Elster, and Client will be issued a license to use such software pursuant to the terms of a software
or system license agreement executed between the parties.
7 Inspection and Acceptance
Client shall have up to thirty (30) days after delivery of the goods to the specified delivery point or after provisioning of Services, to inspect and reject or accept the goods or Services
("Acceptance Period"). In the event that Client does not
reject the goods or Services in writing citing any applicable non-conformity to a purchase order, order release or specification during the Acceptance Period, the applicable goods or
Services shall be deemed accepted. Following expiration of
the Acceptance Period, deliverables shall be governed in accordance with the applicable warranty clause contained herein.
8 Invoicing / Payment
Elster deliverables will be invoiced and paid in accordance with the following terms:
8.1 Meters / Equipment / Devices
Invoiced Ex Works, point of shipment from the factory with payment due 30 days from the date of invoice in accordance with the payment terms herein.
8.2 System License Fees
Base license fees and incremental license fees are based on the size of the deployment and the corresponding Connexo license tier available to the Licensee. Base license fees and incremental
license fees are invoiced after completing
Connexo installation and onsite training. If the total number of AMI / AMR devices increase beyond the limits of the assigned tier, Licensee must upgrade to a higher tier and corresponding
upgrade, backup and test system fees apply.
Licensor will conduct quarterly audits to determine if additional license fees are due. Any additional fees due will be invoiced following the audit with payment due thirty (30) days
from the date of invoice and as provided in the SLA. No credit
will be given following quarterly audits reflecting fewer meters on the System.
8.3 System Maintenance Fees
System Maintenance due for the first partial calendar year of the Agreement will be invoiced after completing System installation and training, and annually thereafter unless terminated
by Client following the first complete calendar year of the
Agreement. Invoices payments are due thirty (30) days from the date of invoice and as provided in the SMA.
8.4 Handheld Unit Maintenance Fees
Handheld Unit Maintenance Fees for the initial term are prorated from the Effective Date of the Agreement for the number of days remaining in the calendar year and invoiced accordingly.
Thereafter annual HMA renewal fees are invoiced in
October of the current year for the following annual term. Invoices payments are due thirty (30) days from the date of invoice and as provided in the HMA. Elster may change the annual
invoice month upon prior written notice.
8.5 Project Services Fees
Project Services begins at contract signing and continues through project delivery, and includes installation, integration, support and training as further described in the Statement
of Work.
Project Services fees are defined in Pricing Schedule Exhibit F and are generally invoiced in monthly installments through completion of project services. Payments are due thirty (30)
days from the date of invoice.
8.6 Travel and Living Expenses
Travel and per diem expenses for Elster personnel working on-site shall be billed monthly at cost plus ten percent (10%). Airfare will be coach fare with moderate hotel accommodations.
Receipts for expenses over $25 will be furnished upon
request. Reimbursement for such expenses are due thirty (30) days from the date of invoice.
8.7 Payment terms
Elster, payment terms are net cash, payable without offset, in United States Dollars, for receipt within 30 days from date of invoice by wire transfer or other mutually agreed method.
For any amount past due, Client shall pay, in addition to the
overdue payment, a late charge equal to the lesser of 1 1/2% per month or the highest applicable rate allowed by law on all such overdue amounts plus Elster's attorneys' fees and court
costs incurred in connection with collection.
9 Warranties and Remedies
9.1 Goods Warranty
Elster warrants that goods shall be delivered free of defects in material and workmanship. The warranty remedy period for goods shall end twelve (12) months after installation or eighteen
(18) months after date of shipment, whichever first
occurs. Goods are defined as products manufactured by Elster (meters, modules, equipment, etc.) , including but not limited to: electric/smart meters, gatekeepers, routers, repeaters,
water modules, gas modules, IP AxisLink devices, AGI
nodes, mobile interrogators, VID's, handheld meter reading units, optical probes as well as components not manufactured by Elster but incorporated into the goods. All products repaired
or replaced, if any, are warranted only for the
remaining and unexpired portion of the original warranty period.
9.2 Goods Remedy
If a nonconformity to the foregoing warranty is discovered in the goods during the applicable warranty remedy period under normal and proper use, and provided the goods have been properly
stored, installed, operated and maintained (Client
to provide proper records), and written notice of such nonconformity is provided to Elster promptly after such discovery and within the applicable warranty remedy period, Elster shall,
at its option, either (i) repair or replace the nonconforming
portion of the goods, or (ii) refund the portion of the price applicable to the nonconforming portion of goods.
9.3 Services Warranty
Elster warrants that services shall be performed in a good and workmanlike manner. The warranty remedy period for services shall end ninety (90) days after the date of completion of
services.
9.4 Services Remedy
If a nonconformity to the foregoing warranty is discovered in the services during the applicable warranty remedy period, and written notice of such nonconformity is provided to Elster
promptly after such discovery and within the applicable
warranty remedy period, Elster shall, at its option, either (i) re-perform the nonconforming services or (ii) refund the portion of the price applicable to the nonconforming portion
of the services.
9.5 Third Party Goods Warranty
Goods supplied by Elster but manufactured by others are warranted only to the extent of the manufacturer's warranty
9.6 Third Party Goods Remedy
Remedies, if any, are provided by the manufacturer
9.7 Additional Warranties
Notwithstanding the foregoing, certain warranties may be provided under the System License Agreement, the System Maintenance Agreement and the Handheld Unit Maintenance Agreement, but
any such warranties are subject to the terms
thereof and do not apply to the goods and services warranted in this Section 9.
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