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HomeMy WebLinkAbout302912 09/12/16 `� 4�p • CITY OF CARMEL, INDIANA VENDOR: 358710 Qb it ONE CIVIC SQUARE H D SUPPLY WATERWORKS LTD CHECK AMOUNT: $*******504.00* CARMEL, INDIANA 46032 P 0 80X 28330 CHECK NUMBER: 302912 ST LOUIS MO 63146 CHECK DATE: 09/12/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 G023238 264.00 OTHER EXPENSES 601 5023990 G033074 132.00 OTHER EXPENSES 601 5023990 G033090 108.00 OTHER EXPENSES VOUCHER # 162612 WARRANT # ALLOWED 350591 IN SUM OF $ HD SUPPLY WATERWORKS PO BOX 28330 St LOUIS, MO 63146 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code G033090 01-1452-00 108.00 Voucher Total 108.00 Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No.201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 350591 HD SUPPLY WATERWORKS Purchase Order No. PO BOX 28330 Terms St LOUIS, MO 63146 Due Date 9/6/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 9/6/2016 G033090 108.00 hereby certify that the attached invoice(s), or bill(s) is (are)true and :orrect and I have audited same in accordance with IC 5-11-10-1.6 Date Officer ----------------------------------------------------------------------------------------------------------------- Thank you for the opportunity to serve youl We appreciate your prompt payment. 8/24_/16 8/26/16 SMITTY .STOCK OUR TRUCK G033090 uan I v;, �Pr6diictCode Description ...-Ordered, Shipped- B/O Price UM Extended-Price. "A 04042729SWIO 4X10' D2729 PVC SW SWR PIPE 150 150 .60000 FT 90.00 2704CH 4 PVC SDR35 SWR CAP HUB SW 15 15 1.20000 EA 18.00 SOLVENT WELD (GLUE) KE �n M 4, --e ight"; „ Delivery Handling ,,,",,; Restock Msc Subtotal 10$ 00°xr Ile -Ot 00 Tax:Terms NST :3000 ............ "Tot6D. '7 M- This transaction is governed by and subject to HD Supply Waterworks- standard terms and conditions, which are incorporated by reference and accepted. To review these terms and conditions, please visit: www.waterworks.hdsupply.com/TandC. 00000 Page: 1 - HODSVPPLY INDIANAPOLIS WIN N WATERWORKS FILLED L branch - 430 U " D 1600 Expo Lana Local Knowledge CHECKED BY: " ----- �' Indianapolis I N 46214 Local Experience Local Service,Nationwide REVIEWED BY: YPHONE— ie 317 271 1463 RECEIVED SIGNATURE PRINT NAME HERE: 08/24/2016 04:05 PM PAGE 1 PICK TICKET 6933090 ENTERED BY: LARRY.'SH I REMAII3 -7 .430 81251 S S SPECIAL INSTRUCTIONS/COMMENTS D CARMEL_ UTILITIES H CARMEL UTILITIES DELIVER 0I4 NEXT T .I-� .�, ^^aMEL AREA. L 3450 W 131ST ST 3450 W 131ST STREET THANKS D CARMEL IN P CARMELIN 46074 46074 T T 0 Cus Ph* 317 733 2855 O iANCH DATE ORDERED DATE SHIPPED PURCHASE ORDER NO. JOB NAME JOB NUMBER nPI IVPRY MFTHOD' BILL OF LADING NO. SHIPPED VIA SALESMF NO. OUR CUSTOMER DIRECT SHIPPED TRUCK PICK UP 13/24/16 EMITTY STOCK , ? 152 , BIN LOCATION PRODUCT CODE DESCRIPTION �BACK ORDEREDI UNIT PRICE JLL ROW 008 04042729SW10 4X10' D2729 PVC SW SWR PIPE 150 5 '� F.i" . W IGHT: 1.4000 lb F. . 602 002 2704CH_ . 4 PVC SDR35 SWR CAP. HUD SW 15 15 -a$ — O--VEN-T WEtir-f-GL_-U WEIGHT: .3300 lb AL--WE-I GHT a —a-14•:9 � -END OF QRDER T TAX AMOUNT FREIGHT --r-DtLIVERY HANDLING RESTOCKING MISCELLANEOUS TOTAL SALE AERCHANDISE SUBTOTAL TAX NOTICE: THE TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS FORM ARE AGREED TO: TERMS AND CONDITIONS OF SALE("Terms") 1. All references in this document to"Seller'shall include HD Supply, Inc. and/or any parent, subsidiary or affiliate of HD Supply, Inc. (including any division of the foregoing)whether or not performing any or all of the scope hereunder or specifically identified herein.All references to"Buyer"shall include all parent(s),subsidiaries and affiliates of the entity placing the order.Buyer and Seller may be referred to individually as a"Party'and collectively as "Parties'. 2.All sales to Buyer are subject to these Terms,which shall prevail over any inconsistent terms of Buyer's purchase order or other documents.Additional or different terms and conditions in any way altering or modifying these Terms are expressly objected to and shall not be binding upon Seller unless specifically accepted in writing by Seller's authorized representative. No modification or alteration of these Terms shall result by Seller's shipment of goods or provision of services(such goods and services hereinafter collectively"Goods")following receipt of Buyer's purchase order,or other documents containing additional,conflicting or inconsistent terms.There are no terms,conditions, understandings,or agreements other than those stated herein,and all prior proposals and negotiations are merged herein.These Terms are binding on the Parties,their successors,and permitted assigns. 3. Prices on Seller website,catalogs or in Seller quotes are subject to change without notice,and all such prices expire and become invalid if not accepted within 10 calendar days from the date of issue,unless otherwise noted by Seller in writing.Price extensions if made are for Buyer's convenience only,and they,as well as any mathematical,stenographic or clerical errors,are not binding on Seller. Prices shown do not include any sales,excise,or other governmental tax or charge payable by Seller to any federal,stale or local authority.Any taxes now or hereafter imposed upon sales or shipments will be added to the purchase price,and Buyer shall reimburse Seller For any such tax or provide Seller with an acceptable tax exemption certificate.All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same. 4. Seller shall not.be liable for delay or default in delivery resulting from any cause beyond Seller's reasonable control, including,but not limited to,governmental action,strikes or other labor troubles,fire,damage or destruction of Goods,wars(declared or undeclared),acts of terrorism,manufacturers'shortages,availability or timeliness of transportation, materials,fuels,or supplies,and acts of God(each a"Force Majeure Event").Upon the occurrence of a Force Majeure Event:(a)the time for Seller's performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b)the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Majeure Event;and(c)'Buyer shall not be entitled to any other remedy.. 5. Seller is a reseller of Goods only,and as such does not provide any warranty for the Goods it supplies hereunder. Notwithstanding this As-Is limitation,Seller shall pass through to Buyer any transferable manufacturer's standard warranties with respect to Goods purchased hereunder.BUYER AND PERSONS CLAIMING THROUGH BUYER SHALL SEEK RECOURSE EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF GOODS,AND THIS SHALL BE THE EXCLUSIVE RECOURSE OF BUYER AND PERSONS CLAIMING THROUGH BUYER FOR DEFECTIVE GOODS,WHETHER THE CLAIM OF BUYER OR THE PERSON CLAIMING THROUGH BUYER SHALL SOUND IN CONTRACT,TORT,STRICT LIABILITY,PURSUANT TO STATUTE,OR FOR NEGLIGENCE. BUYER SHALL PASS THESE TERMS TO SUBSEQUENT BUYERS AND USERS OF GOODS. SELLER EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,SELLER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR SELLER'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER,AND BUYER'S ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BY BUYER'S RELIANCE ON ARCHITECTS, ENGINEERS, OR OTHER THIRD PARTIES RATHER THAN ON SELLER'S INTERPRETATION. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT,WHETHER IN CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS,SHALL SELLER BE LIABLE FOR(a)ANY INCIDENTAL,INDIRECT, PUNITIVE,SPECIAL, CONSEQUENTIAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE,LOST PROFITS,ATTORNEYS'FEES OR DELAY DAMAGES,EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY SELLER'S BREACH OF THIS AGREEMENT,(b)ANY.CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER,OR(c)ANY AMOUNT EXCEEDING THE AMOUNT PAID TO SELLER FOR GOODS FURNISHED TO BUYER WHICH ARE THE SUBJECT OF SUCH CLAIM(S).ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF ACCRUAL OF A CAUSE OF ACTION. 6. Buyer shall indemnify, defend,and hold Seller its officers, directors, employees and agents harmless from any and all costs (including attorneys'and accountants'fees and expenses), liabilities and damages resulting from or related to any third party(including Buyer's employees)claim,complaint and/or judgment arising from Buyer's use of any Goods furnished hereunder,as well as any negligent,intentional,or tortious act or omission of Buyer or any material breach by Buyer of these Terms. 7.When Goods are delivered to Buyer in Seller's own vehicles, the F.O.B. point shall be Buyer's designated delivery site. In all other cases the F.O.B. point shall be Seller's store or warehouse and all responsibility and costs of shipping and delivery beyond the applicable F.O.B.point shall be borne by Buyer.Title and risk of loss shall pass to Buyer at the applicable F.O.B.point,which for Goods not delivered in Seller's own vehicles shall be when Seller delivers the Goods to the common carrier.All claims for shortage of Goods or for loss or damage to Goods as to which Seller has the risk of loss shall be waived unless Buyer,within 10 calendar days after receipt of the short or damaged shipment,gives Seller written notice fully describing the alleged shortage or damage.Partial shipments are permitted at Seller's discretion. 8.Any change in product specifications,quantities,destinations,shipping schedules,or any other aspect of the scope of Goods must be agreed to in writing by Seller,and may result in a price and delivery adjustment by Seller.No credit for Goods returned by Buyer shalt be given without Sellers written authorization.All returns are subject to a restocking charge. 9.Unless otherwise agreed in writing,payment terms are net 30 days from delivery,payable in United States of America("U.S.")dollars.Notwithstanding the foregoing,all orders are subject to Seller's continuing approval of Buyer's credit. If Buyer's credit is not approved or becomes unsatisfactory to Seller then Seller,in its sole discretion,may suspend or cancel performance,or require different payment terms,including but not limited to cash on delivery or in advance of shipment. In addition,Seller may in its discretion require an advance deposit of up to 100%of Seller's selling price for any specially manufactured Goods ordered by Buyer hereunder.Payments due hereunder shall be made in the form of cash,check,or money order,or other tender approved in writing by Seller.Seller may,in its sole discretion,apply Buyer's payment against any open charges.Past due accounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law,continuing after Seller obtains judgment against Buyer.Seller may exercise setoff or recoupment to apply to or satisfy Buyer's outstanding debt.Buyer shall have no right of setoff hereunder..the same being expressly waived hereby. Seller expressly reserves its right to file liens if payment is not received for its materials and expressly disclaims any waiver of lien rights language which may be contained in any future agreements between the Parties hereto. Seller reserves all rights to invoice and be paid for materials provided to Buyer and any terms contained in any of Buyer's purchase orders or other documents that purportto limit in any way the time or manner within which Seller may invoice are hereby waived by Buyer. 10. Buyer shall not export or re-export, directly or indirectly,all or any part of the Goods or related technology obtained from Seller under these Terns except in accordance with applicable export laws and regulations of the U.S. Further,a Buyer that is a non-U.S.company or citizen shall similarly limit any export or re-export activity to that which would be deemed compliant with U.S.export laws and regulations if performed by a U.S.company or citizen. 11.Buyer shall pay Seller all costs and expenses of collection,suit,or other legal action brought as a result of the commercial relationship between them,including,but not limited to,all actual attorneys'and paralegals'fees,and collection costs,incurred pre-suit,through trial,on appeal,and in any administrative or bankruptcy proceedings. Any cause of action that Seller has against Buyer may be assigned without Buyer's consent to HD Supply,Inc.or to any affiliate,parent or subsidiary of HD Supply,Inc. 12.This Agreement, Buyer's account, and the business relationship between Buyer and Setter shall be governed by and construed in accordance with the laws of Georgia without regard to conflicts of laws rules, and specifically excluding the UN Convention on Contracts for the International Sale of Goods.The Parties agree that any legal action arising under or related to this Agreement shall be brought in Cobb County,Georgia,and any right to object to such venue or to assert the inconvenience of such forurn is hereby waived. 13. If Buyer fails to comply with these Terms,Seller may terminate or restrict any order immediately upon notice to Buyer.Buyer certifies that it is solvent and that it will advise Seller immediately if it becomes insolvent.Buyer agrees to send Seller written notice of any changes in the form of ownership of Buyer's business within 5 days of such changes.Buyer and Seller are the only intended beneficiaries of this document,and there are no third party beneficiaries. t,4,The invalidity or unenforceability of all or part of these Terms will not affect the validity or enforceability of the ocher terms.The parties agree to replace any void or unenforceable term with a new term that achieves substantially `same practical and economic effect and is valid and enforceable. ,Ilowing provisions shall survive termination,cancellation and completed performance of this Agreement as long as necessary to allow the aggrieved party to fully enforce such clauses:5,6,9,10,11 and 12. HD Supply Terms and Conditions of Sale-Rev A0115 VOUCHER # 162566 WARRANT# ALLOWED 350591 IN SUM OF $ HD SUPPLY WATERWORKS PO BOX 28330 St.LOUIS, MO 63146 Carmel Water .Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO* INV# ACCT# AMOUNT Audit Trail Code G023238 01-6200-06 264.00' LA DID Voucher Total Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No.201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service,where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 350591 HD SUPPLY WATERWORKS Purchase Order No. PO BOX 28330 Terms St LOUIS, MO 63146 Due Date 9/1/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 9/1/2016 G023238 264.00 1 hereby certify that the attached' invoice(s), or bill(s) is(are)true and correct and I have audited same in accordance with IC 5-11-10-1.6 Date Officer I nanK you Tor ine opportunity to serve youi vve appreciate your prompt payment. Date Ordered Dafe Shipped Customer=PO'# Job Name` Joli#,` Bill of L'admg ' Shipped Via nvoic e`# 8/23/1.6 8/24/16 TO FOLLOW, STOCK OU-RTRK - G023238 " Quantity Product Code - Description :Ordered-Shipped;.= B/O Price UM Extended Price 21T04S112T 4 MJ L/P SLEEVE USA CP DI C153 2 2 66.00000 EA 132.00 21AMF8041104 4 EBAA MEGALUG MJ DI 1104 RSTR 4 4 19.00000 EA 76.00 F/DI PIPE , BLACK 21TAMMJR04LG 4 MJ REGLAR ACC SET UGLANDUSA 4 4 14.00000 EA 56.00 DOMESTIC Paperless Billing °-° ° ° • ° •' ■ UDSUPPLY. Vr Expedites delivery. WATERWORKS --Save trees. Local Knowledge -Go GREEN. Local Experience • • • Local Service,Nationwide* Subtotal 264.00 '{ t Freight.. __ Delivery Handling. . . .v, Restock Misc. -- Other:', 0.00 � Terms NET 30 Ordered By JERRY SMITH - Tax . . . . .. 0.00 �. Invoice Total264 00 This transaction is governed by and subject to HD Supply Waterworks'standard terms and conditions,which are incorporated by reference and accepted. To review these terms and conditions,please visit:www.waterworks.hdsupply.com/TandC. 0001:0001 Page 1 of 1 I nanK you ror the opportunity to serve your vve appregrate your prompt payment. Date Ordered'`Date Shipped-`Customer PO# Job .Name "` Job#` �Bill of Laimg "Shipped Via Invoice# 8/24/16 8/26/16. SMITTY STOCK OUR TRUCK G033074= . , Quantity Product Code Description :Ordered_Shipped B/O Price .UM Extended Price 21AMF8041104 4 EBAA MEGALUG MJ DI 1104 RSTR 4 4 19.00000 EA 76.00 F/DI PIPE , BLACK 21TAMMJR04LG 4 MJ REGLAR ACC SET UGLANDUSA 4 4 14.00000 EA 56.00 DOMESTIC •-• - • • • - • - •�S Paperless Billing KUPPLYWATERWORKS M kw -Expedites delivery. -Save trees. b Local Knowledge -Go GREEN. Local Experience L • • • Local Service,Nationwidev Freight. .Delivery '_: . Handling;. Restock,, ....`` Mlsc .` Subtotal 132 00 ...- Other: 0:00 Terms NET 30 Ordered By SIMITTY TaX 0 00 r Invoke Total This transaction is governed by and subject to HD Supply Waterworks'standard terms and conditions,which are incorporated by reference and accepted. To review these terms and conditions,please visit:www.waterworks.hdsupply.com/TandC. 0001:0001 Page 1 of 1 HODSVPPLY p . ' -,,i,,IAPOL.IS W INWATERtN®RKS FILLED BY: �rran�h - 430 - 16QG Expo LaneLocal.Knowledge CHECKED BY. ' nd i an apn l i s IN 462 i 4 Local Experience ® !; B Local Service,Nationwide REVIEWED'BY: J PHONE # 317 271 1463 RECEIVED BY: Y SIGNATURE PRINT NAME HERE: OB/24/2016 04:03 PM PAGE 1 PICK TICKET G033074 LARRY SH I REMAN - 430 181252 ENTERED.BY: ' S S SPECIAL INSTRUCTIONS/COMMENTS O CARMEL WATER- DISTRIBUTION & H CARMEL WATER DISTRIBUTION & DLI VER ON NEXT TRUCK IN CARMEL AREA. ' L SEWER COLLECTION I SEWER COLLECTION THANKS ,p 3450 W 131ST ST P 3450 WEST 131ST CARMEL IN. CARMEL IN T 46074 T 46074 o Cus Ph# 3.17 ,133 2855 O 3ANCH DATE ORDERED ,DATE SHIPPED PURCHASE ORDER'NO. JOB NAME JOB NUMBER BILL OF LADING NO.. SHIPPED VIA . SALESME NO. OUR CUSTOMER TRUCK PICK UP DIRECT, SHIPPED \l�4/1'6 ;BITTY 5tOC4: 152 RODUCT CODE DESCRIPTION . . . I P-11WAII&IMU, I BACK ORDERED UNIT PRICE PER AMOUNT Row 03 9 ?1 AP'!1=9041,i 04 4 EBAA MEGALUG M3 DI 1104 RSTR c. �' 4/ j EA — t3,I-P-I-FE--SLACK — ''^-� . 14Iy1GHT: 7.7000 lb ©t,1 001 % 21TAI'ihBJRO tizG,< 4 NJ REGLAR ACC'-SET L/GLANDUSA 4 cF ��-� A Y.`—DO IE9Tis II GHT: 4.0000 lb — y EI4D OF ORDER MISCELLANEOUS I TOTAL SALE �11AX AMOUNT FREIGHT DELIVERY HANDLING RESTOCKING NOTICE: THE TERMS AND CONDITIONS ON THE ��� + II� �� �� ���; COPYS REVERSE SIDE OF THIS FORM ARE AGREED TO: i TERMS AND CONDITIONS OF SALE("Terms") 1.All references in this document to"Seller"shall include HD Supply, Inc. and/or any parent,subsidiary or affiliate of HD Supply, Inc. (including any division of the foregoing)whether or not performing.any or all of the scope hereunder or specifically identified herein.All references to"Buyer"shall include all parent(s),subsidiaries and affiliates of the entity placing the order.Buyer and Seller may be referred to individually as a"Party"and collectively as "Parties". 2.All sales to Buyer are subject to these Terms,which shall prevail over any inconsistent terms of Buyer's purchase order or other documents.Additional or different terms and conditions in any way altering or modifying these Terms are expressly objected to and shall not be binding upon Seller unless specifically accepted in writing by Seller's authorized representative. No modification or alteration of these Terms shall result by Seller's shipment of goods or provision of services(such goods and services hereinafter collectively"Goods")following receipt of Buyer's purchase order,or other documents containing additional,conflicting or inconsistent terms.There are no terms,conditions, understandings,or agreements other than those stated herein,and all prior proposals and negotiations are merged herein.These Terms are binding on the Parties,their successors,and permitted assigns. 3.Prices on Seller website,catalogs or in Seller quotes are subject to change without notice,and all such prices expire and become invalid if not accepted within 10 calendar days from the date of issue,unless otherwise noted by Seller in writing.Price extensions if made are for Buyer's convenience only,and they,as well as any mathematical,stenographic or clerical errors,are not binding on Seller.Prices shown do not include any sales,excise,or other governmental tax or charge payable by Seller-to any federal,state or local authority.Any taxes now or hereafter imposed upon-sales or shipments will be added to the purchase price,and Buyer shall reimburse Seller for any such tax or provide Seller with an acceptable tax exemption certificate.All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same. 4.Seller shall not be liable'for delay or default in delivery resulting from any cause beyond Seller's.reasonable control, including,but not limited to,governmental action,strikes or other labor troubles,fire',damage or destruction of. Goods,wars(declared or undeclared),acts of terrorism,manufacturers'shortages,availability or timeliness of transportation,materials, fuels,or supplies,and acts of God(each a"Force Majeure Event").Upon the occurrence of a Force Majeure Event:(a)the time for Seller's performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b)the purchase price shall be adjusted for any increased costs'to Seller resulting ' V from such Force Majeure Event;and(c)Buyer-shall not be entitled to any other remedy., 5.Seller is a reseller of Goods only,and as such does not provide any warranty for the Goods it supplies hereunder.Notwithstanding this As-Is limitation,Seller shall pass through to Buyer any transferable manufacturer's standard warranties with respect to Goods purchased hereunder.BUYER AND PERSONS CLAIMING THROUGH BUYER SHALL SEEK RECOURSE EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF GOODS,AND THIS SHALL'BE THE EXCLUSIVE RECOURSE OF BUYER AND PERSONS CLAIMING THROUGH BUYER FOR DEFECTIVE GOODS,WHETHER THE CLAIM OF BUYER OR-THE PERSON CLAIMING THROUGH BUYER SHALL SOUND IN CONTRACT,TORT,STRICT.LIABILITY,PURSUANT TO STATUTE,OR FOR NEGLIGENCE.BUYER SHALL PASS THESE TERMS TO SUBSEQUENT BUYERS AND USERS OF GOODS: SELLER EXCLUDES AND'DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.SELLER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR SELLER'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER,AND BUYER'S ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BY BUYER'S RELIANCE ON ARCHITECTS, ENGINEERS,.OR OTHER THIRD PARTIES RATHER THAN ON SELLER'S INTERPRETATION.TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT,WHETHER IN CONTRACT,WARRANTY, INDEMNITY,TORT(INCLUDING, BUT•NOT LIMITED TO, NEGLIGENCE), STpiCT LIABILITY OR OTHERWISE,ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF,THESE TERMS,SHALL SELLER BE LIABLE FOR(a)ANY INCIDENTAL, INDIRECT;PUNITIVE,wFcCIAL, CONSEQUENTIAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE,LOST PROFITS,ATTORNEYS'FEES OR DELAY DAMAGES,EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY SELLEP'S BREACH OF THIS AGREEMENT,(b)ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER,OR(c)ANY AMOUNT EXCEEDING THE.AMOUNT PAID TO SELLER FOR GOODS FURNISHED TO BUYER WHICH ARE THE SUBJECT OF SUCH CLAIM(S).ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF ACCRUAL OF A CAUSE OF ACTION. 6. Buyer shall indemnify, defend,and hold Seller its officers,directors, employees and agents harmless from any and all costs(including attorneys'and accountants'fees and expenses), liabilities and damages resulting from or related to any third party(including Buyer's employees)claim,complaint and/or judgment arising from Buyer's use of any Goods furnished hereunder,as well as any negligent,intentional,or to.`,ous act or omission of Buyer or any material breach by Buyer of these Terms. 7.When Goods are delivered to Buyer in Seller's own vehicles,.the F.O.B. point shall be Buyer's designated delivery site. In all other cases the F.O.B.point shall be Seller's stere.r warehouse and all responsibility and costs of shipping and delivery beyond the applicable F.O.B.point shall be borne by Buyer.Title and risk of loss shall pass to Buyer at the applicable F.O:B.point,which for Goods r;�i delivered in Seller's own vehicles shall be when Seller delivers the Goods to the common carrier.All claims for shortage of Goods or for loss or damage to Goods as to which Seller has the risk of loss shall be waived unless•isuyer,within 10 calendar days after receipt of the short or damaged shipment,gives Seller written notice fully describing the alleged shortage or damage.Partial shipments are permitted at Sellers discretion. 8.Any change in product specifications,quantities,destinations,shipping schedules,or any other aspect of the scope of Goods must be agreed to in writing bv;.Seller,and may result in a price and delivery adjustment by Seller.No credit for Goods returned by Buyer shall be given without Sellers written authorization.All returns are subject to a restocking charge. 9.Unless otherwise'agreed in writing,payment terms are net 30 days from delivery,payable in United States of America("U.S.")dollars.Notwithstanding the foregoing,all orders,are subject to Seller's continuing approval of Buyers credit. If Buyer's credit is not approved or becomes unsatisfactory to Seller then Seiler,in its sole discretion,may suspend or cancel performance,or require different payment terms,including but not limited to cash on delivery or in advance of shipment.In addition,Seller may in its discretion require an advance deposit of up to 100%of Seller's selling price for any specially manufactured Goods ordered by.Buyer hereunder.Payments due hereunder shall be made in the form of cash,check,or money order,or other tender approved in writing by Seiler.Seller may,in its sole discretion,apply Buyer's payment against any open charges.Past due accounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law,continuing after Seller obtains judgment against Buyer.Seller may exercise setoff or recoupment to apply to or satisfy Buyer's outstanding debt.Buyer shall have no right of setoff hereunder,the same being expressly waived hereby. Seller expressly reserves its right to file liens if payment is not received for its materials and expressly disclaims any waiver of lien rights language which may be contained in any future agreements between the Parties hereto. Seller reserves all rights to invoice and be paid for materials provided to Buyer and any terms contained in any of Buyer's purchase orders or other documents that purport to limit in any way the time or manner within which Seller may invoice are hereby waived by Buyer. 10. Buyer shall not export or re-export,directly or indirectly,all or any part of the Goods or related technology obtained from Seller under these Terms except in accordance with applicable export laws and regulations of the U.S. Further,a Buyer that is a non-U.S-company or citizen shall similarly limit any export or re-export activity to that which would be deemed compliant with U.S.export laws and regulations if performed by a U.S.company or citizen. 11. Buyer shall pay Seller all costs and expenses of collection,suit,or other legal action brought as a result of the commercial relationship between them,including,but not limited to,all actual attorneys'and paralegals'fees,and collection costs,incurred pre-suit,through trial,on appeal,and in any administrative or bankruptcy proceedings. Any cause of action that Seller has against Buyer may be assigned without Buyers consent to HD Supply,Inc.or to any affiliate,parent or subsidiary of HD Supply,Inc. •12.This Agreement, Buyer's,account, and the business relationship between Buyer and Seller shall be governed by and construed in accordance with the laws of Georgia without regard to conflicts of laws rules, and specifically excluding the UN Convention on Contracts for the International Sale of Goods.The Parties agree that any legal action arising under or related to this Agreement shall be brought in Cobb County,Georgia,and any right to object to such venue or to assert the inconvenience of such forum is hereby waived. 13.If Buyer fails to comply with these Terms,Seller may terminate or restrict any order immediately upon notice to Buyer.Buyer certifies that it is solvent and that it will advise Seller immediately if it becomes insolvent.Buyer agrees to send Seller written notice of any changes in the form of ownership of Buyer's business within 5 days of such changes.Buyer and Seller are the only intended beneficiaries of this document,and there are no third party beneficiaries. 14.The invalidity or unenforceability of all or part of these Terms will not affect the validity.or.enforceability of the other terms.The parties agree to,replace any void or unenforceable term with a new term that achieves substantially the same practical and economic effect and is'valid and enforceable. 15.The following provisions shall survive termination,cancellation and completed performance of this Agreement as.long as necessary to allow the aggrieved party to fully enforce such clauses:5,6,9,10,11 and 12. HD Supply Terms and Conditions of Sale-Rev A0115 S _ HIDDSVPPLY � 0 INDIANAPOLIS '� `Iii WATERWORKS FILLED BY: L Branch ` 430 r 'I 1680 Expo Lana Local Knowledge CHECKED BY: ``-- D Indianapolis I N 46214 Local Experience . Local Service,Nationwide® REVIEWED BY: � B PHONE 'tr' 317 271 1463 �-� RECEIVED BY: Y a SIGNATURE, PRINT NAME1;• ✓ I= =f L' (y(J � w z HERE: 08/23/2016 01 :0.8 PM %E 1 PICK TICKET B02323B DAVID- HOESMiAN _ 430 091252 ENTERED BY: S S SPECIAL INSTRUCTIONS/COMMENTS. D CARKEL WATER -DISTRIBUTION F H CARMEL WATER DISTRIBUTION SHIr WHEN YOU HAVE -A TRUCK IN THE AREA. L' SEWER. "COLLECTION , I WATER DISTRIBUTION D 2=s 50 14 1.31ST ST P 34-50 WEST. 131ST Ct'PUIEL IN tCARMEL IN n, T - 46074 T 46074 O Cus Ph;9 317 733 2955 O RANCH DATE ORDERED DATE SHIPPED PURCHASE ORDER NO. JOB NAME JOB NUMBER . Y METHOD.. BILL OF LADING NO. SHIPPED VIA SALESMf NO. _ OURCUSTOMER DIRECT SHIPPED TRUCK PICK UP 30 B,'22/Ib TO FOLLOW _ STOCK OUR TRK 152, BIN LOCATION PRODUCT CODE DESCRIPTION • ACK ORDERED1 UNIT PRICE PER AMOUNT 12 ROW 005 21 T04S 1.12 T :' 4 VII L/P SLEEVE USA CP D I C 153 2 2 1` EA 2!5-:L3��O ?£i=?33�93- 21 �4 EBAA ME AUf f!— I'/DI PIPE , BLACK -'SIE-5HT-. . t-@__I' —4 3l3--RE6EAP—AEE—SE--L—/01_ANE)LfS I / DOMESTIC —WE-16HT. . 0—lb- -f OTAL WE I OI-IT s 96 80 b • END OF ORDER MERCHANDISE SUBTOTAL TAX TAX AMOUNT FREIGHT DELIVERY HANDLING RESTOCKING MISCELLANEOUS NOTICE: THE TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS FORM ARE AGREED TO: T Copy S TERMs'AND CONDITIONS OF SALE("Terms") 1.All references in this document to"Seller"shall include HD Supply, Inc. and/or any parent, subsidiary or affiliate of'HD Supply, Inc,(including any division of the foregoing)whether or not performing any or.all of the-scope . hereunder or specifically identified herein.All references to"Buyer"shall include all parent(s),subsidiaries and affiliates of the entity placing the order.Buyer and Seller may be referred to individually as a"Party"and collectively as "Parties". 2.All sales to Buyer are subject to these Terms,which shall prevail over any inconsistent terms of Buyer's purchase order or other documents.Additional or different terms and conditions in any way altering or modifying these Terms are expressly objected to and shall not be binding upon Seller unless specifically accepted in writing by Seller's authorized representative. No modification or alteration of these Terms shall result by Seller's shipment of goods or provision of services(such goods and services hereinafter collectively"Goods")following receipt of Buyer's purchase order,or other documents containing additional,conflicting or inconsistent terms.There are no terms,conditions, understandings,or agreements other than those stated herein,and all prior proposals and negotiations'are merged herein.These Terms are binding on the Parties,their successors,and permitted assigns.. 3.Prices on Seller website,catalogs or in Seller quotes are subject to change without notice,and all such prices expire and become invalid if not accepted within 10 calendar days feo e.date of issue,unless otherwise noted by- Seller in writing.Price extensions-if made are for Buyer's convenience only,and they,-as well as any mathematical,stenographic or clerical errors,are not binding on Seller.Prices'shdo not include any sales,excise,or other governmental-tax or charge payable by.Seller to any federal,state or local authority.Any taxes now or hereafter imposed upon sales-or shipments will be added to the purchase price,and shall reimburse Seller for any such tax ' or provide Seller with an acceptable tsic exemption certificate:All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same. 4.Seller shall not be liable for delay or default'in delivery resulting'from any cause beyond Seller's reasonable control;including,but not limited to,governmental action,strikes or other labor troubles,fire,damage or destruction of Goods,wars(declared or undeclared),acts of terrorism;manufacturers'shortages,availability or timeliness'of transportation,materials,fuels,or supplies,and acts of God'(each a"Force Majeure Event")-Upon the occurrence of a Force Majeure Event:(a)the time for Sellees-performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly;(b)the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Majeure Event;and(c)Buyer shall not be entitled to any other remedy. 5.Seller is a reseller of Goods only,and as such doe's not provide any warranty for the Goods it supplies hereunder.Notwithstanding this As-Is limitation,Seller shall pass'through to Buyer any transferable manufacturer's standard warranties with respect to Goods-purchased hereunder.BUYER AND PERSONS CLAIMING THROUGH BUYER SHALL SEEK RECOURSE EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANYDEFECTS IN OR FAILURES OF GOODS,AND THIS SHALL BE THE EXCLUSIVE RECOURSE OF BUYER-AND PERSONS-CLAIMING THROUGHBUYER FOR DEFECTIVE GOODS,WHETHER THE CLAIM OF BUYER OR THE PERSON CLAIMING THROUGH BUYER SHALL SOUND IN CONTRACT,TORT;STRICT LIABILITY,PURSUANT TO STATUTE,OR FOR NEGLIGENCE.BUYER SHALL PASS THESE TERMS TO SUBSEQUENT BUYERS AND USERS OF GOODS. SELLER EXCLUDES_AND DISCLAIMS ALL OTHER EXPRESIMPLIED PLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A ' PARTICULAR PURPOSE.SELLER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR SELLER'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER,AND BUYER'S ACCEPTANCE AND USE OF GOODS SUPPLIED:HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BY BUYER'S RELIANCE ON ARCHITECTS, ENGINEERS, OR OTHER THIRD PARTIES RATHER THAN ON SELLER'S INTERPRETATION.40 THE EXTENT NOT PROHIBITED.BY APPLICABLE LAW,:IN-NO-EVENT;-WHETHER IN CONTRACT,WARRANTY, INDEMNITY,.TORT (INCLUDING- BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS,SHALL SELLER BE LIABLE FOR(a)ANY INCIDENTAL, INDIRECT,PUNITIVE,SPECIAL, CONSEQUENTIAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE,LOST PROFITS,ATTORNEYS'FEES OR DELAY DAMAGES,EVEN.IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY SELLER'S BREACH OF THIS AGREEMENT,(b)ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER,OR(c)ANY AMOUNT EXCEEDING THE AMOUNT PAID TO SELLER FOR GOODS FURNISHED TO BUYER WHICH ARE THE SUBJECT,OF SUCH CLAIM(S),ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF ACCRUAL OF A CAUSE OF ACTION. 6. Buyer shall indemnify,defend,and hold Seller its officers,directors;employees and agents harmless from any and all costs(including attorneys'and accountants'fees and expenses),liabilities and damages resulting from or . related to any third party(including Buyer's employees)claim,complaint and/or judgment arising from Buyer's use of any Goods furnished hereunder,'as well as any negligent,intentional,or'tortious act or omission of Buyer or any material breach by Buyer of these Terms. 7.When Goods are,delivered to Buyer in Seller's own vehicles,the F.O.B.point shall be Buyer's designated delivery site, In all other cases the F.O.B.point shall be Seller's store or warehouse and all responsibility and costs of shipping and delivery beyond the applicable F.O.B.point shall be borne by Buyer.Title and risk of loss shall pass to Buyer at the applicable F.O.B.point,which for Goods not delivered in Seller's own vehicles shall be when Seller delivers the Goods to the common carrier.All claims for shortage of Goods or for loss or damage to Goads as to which Seller has the risk of loss shall be waived unless Buyer,within 10 calendar days after receipt of the short or damaged shipment,.gives Seller written notice fully describing the alleged shortage or damage.Partial shipments are permitted at Seller's discretion. 8.Any change in product specifications,quantities,destinations,shipping schedules,or any other aspect of the scope of Goods must be agreed to in writing by Seller,and may result in a price and delivery`adjustment,by Seller.No credit for Goods returned by Buyer shall be given without Seller's written authorization.All returns are subject to a restocking charge. 9.Unless otherwise agreed in writing,payment terms are net 30 days from delivery,payable in United States of America("U.S.")dollars.Notwithstanding the foregoing,all orders are subject to Seller's continuing approval of Buyer's credit.If Buyer's credit is not approved or becomes unsatisfactory to Seller then Seller,in its sole discretion,may suspend or cancel performance,or require different payment terms,including but not limited to cash on delivery or in advance of shipment. In addition,Seller may in its discretion require an advance deposit of up to 100%of Seller's selling price for any specially manufactured Goods ordered by Buyer hereunder.Payments due hereunder shall be made in the form of cash,check,or money order,or other tender approved in writing by Seller.Seller may,in its sole discretion,apply Buyer's payment against any open charges.Past due accounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law,continuing'.after Seller obtains judgment against Buyer.Seller may exercise setoff or recoupment to apply to or satisfy Buyer's outstanding debt.Buyer shall have no right of setoff hereunder,the same being expressly waived hereby. Seller expressly reserves its right to file liens if payment is not received for its materials and expressly disclaims any waiver of lien rights language which may be contained in any future agreements between the Parties hereto. Seller reserves all rights to invoice and be paid for materials provided to Buyer and any terms contained in any of Buyer's purchase orders or other documents that purportto limit in any way the time or manner within which Seller may invoice are hereby waived by Buyer. 10. Buyer shall not export or re-export,directly or indirectly,all or any,part of the Goods or related technology obtained from Seller under these Terms except in accordance with applicable export laws and regulations of the U.S. Further,a Buyer that is a non-U.S.company or citizen shall similarly limit any export or re-export activityto that which would be deemed compliant with U.S.export laws and regulations if performed by a U.S.company or citizen. 11.Buyer shall pay Seller all costs and expenses of collection,suit,or other legal action brought as a result of the commercial relationship between them,including,but not limited to,all actual attorneys'and paralegals'fees,and collection costs,incurred pre-suit,through trial,on appeal,and in any administrative or bankruptcy proceedings. Any cause of action that Seller has against Buyer may be assigned without Buyer's consent to HD Supply,Inc.or to any affiliate,parent or subsidiary of HD Supply,Inc. 12.This Agreement,Buyer's account, and the business relationship between Buyer and Seller shall be governed by and construed in accordance with the laws of Georgia without regard to conflicts of laws rules,and specifically excluding the UN Convention on Contracts for the International Sale of Goods.The Parties agree that any legal action ansing.under or related to this Agreement shall be brought in Cobb County,Georgia,and any right to object to such venue or to assert the inconvenience of such forum is hereby waived. 13.If Buyer fails to comply with these Terms,Seller may terminate or restrict any order immediately upon notice to Buyer,Buyer certifies that it-Is solvent and that it will advise Seller immediately if it becomes insolvent.Buyer agrees to send Seller written notice of any changes in the form of ownership of Buyer's business within 5 days of such changes.Buyer and Seller are the only intended beneficiaries of thisldocument,and there are no third party beneficiaries. 14.The invalidity or unenforceability'of all or'part.of these-Terms will not affect the validity or enforceability of the other terms.The parties agree to replace any void or unenforceable Perm with a new term that achieves substantially (fie same praciical and economic effect and is'valid and enforceable. 15.The following provisions shall survive termination,cancellation and completed performance of this-Agreement as long as necessary to allow the aggrieved party.to fully enforce such clauses:5,6,9,10,11 and 12. i HD Supply Terms and Conditions of Sale-Rev A0115 I