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HomeMy WebLinkAbout183019 03/03/2010 c•.� CITY OF CARMEL, INDIANA VENDOR: 359002 Page 1 of 1 ONE CIVIC SQUARE THERMO FISHER SCIENTIFIC CHECK AMOUNT: $629.62 CARMEL, INDIANA 46032 PO BOX 712480 ToN`o. CINCINNATI OH 45271 -2480 CHECK NUMBER: 183019 CHECK DATE: 3/3/2010 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 651 5023990 511968 SLS23624198 629.62 MODULE, SENSOR --s Invoice Thermo Fisher Scientific (Asheville) LLC Invoice Number Date Payment Due Page 308 Ridgefield Court SLS23624198 1 02 -10 -2010 03 -12 -2010 1 1 Asheville, NC 28806 Customer PO Reference A 511968 Remit Payment To: Payment Terms Sales Order THERMO FISHER SCIENTIFIC (ASHEVILLE) LLC et 3o Days 606929 P.O. BOX 712480 Delivery Terms Ship Via CINCINNATI, OH 45271 -2480 FOB Factory, Frt Prepay Add FEDERAL ID# 36- 4087754 DUNS# 17- 075 -5479 Bill To: 544000 iShip To: CARREL- INDIANAPOLIS IN CARMEL INDIANAPOLIS IN WWTP WWTP 9609 HAZEL DELL PKWY 9609 HAZEL DELL PKWY INDIANAPOLIS, IN INDIANAPOLIS, IN 46280 46280 For inquiries on invoices Sales Rep: Call: 1- 866 9843766 Ext: 250 -9380 WE ACCEPT VISA;MASTERCARD AND ArOERICAN EXPRESS FOR PAYMENT: Fax: 1- 888 0 1 X88 -3 ;t jJ{ s4c PHONE 1-866-984-3766 Ext: 250 -9380 Email: AccountsReceivable .LED.Asheville @thermofisher.com It is not the company's policy to accept credit card numbers via fax or email Additional terms conditions on back of the page Quantity Unit I Item Price Unit Discount Amount 1 ea 3176730 454.00 ea 454.0D PCB -TEMP CNTRL -ECONO OVEN I ea 3176735 144.00 ea 144.00 SENSOR TEMP ECONOMY OVENS 1 ea FRT 31.62 ea 31.62 DELIVERY HANDLING CHARGES OSD Total; 629.62 ISNFORM These commodities, technology or software were exported from the United States in accordance with the Export Regulations. Diversion Contrary to U.S. law prohibited. Acceptance and delivery of your order Is subject to the terms and conditions on the face of and attached to this invoice, which shall constitute the exclusive contract between us for your order. A pars of: ThermoRsher S C I E N T I F I C CU>tO fti LiiD �Ae',Com THERMO FISHER SCIENTIFIC (ASHEVILLE) LLC TERMS AND CONDITIONS OF SALE UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE Indemnified Items are caused by either (1) the negligence or willful misconduct of Buyer, its employees, agents FOLLOWING TERMS AND CONDITIONS; or representatives or contractors, (ii) by any third party, {iii) use of a Product in combination with equipment or 1. GENERAL Thermo Fisher Scientific (Asheville) LLC "Seller") hereby offers for sale to the buyer named on software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Buyer's the face hereof "Buyer the products listed on the face hereof (the 'Products on the express condition that designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions contained in designed or (vi) modifications of the Product by anyone other than Seller without Seller's prior written approval. any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ Buyer shall provide Seller prompt written notice of any third party claim covered by Seller's indemnification from the terms of Buyer's offer, this document shall be construed as a counter offer and shall not be effective as obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at an acceptance of Buyer's document. Buyer's receipt of Products or Seller's commencement of the services provided the option of the Seller, to settle the same. Buyer agrees to cooperate reasonably with Seller in connection with hereunder will constitute Buyer's acceptance of this Agreement. This is the complete and exclusive statement of the performance by Seller of its obligations in this Section. 44 the contract between Seller and Buyer with respect to Buyers purchase of the Products. No waiver, consent, Notwithstanding the above. Seller's infringement related indemnification obligations shall be extinguistrA and modification, amendment or change of the terms contained herein shall be binding unless in writing and signed relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right. at no additional expense by Seller and Buyer. Sellers failure to object to terms contained in any subsequent communication from Buyer to Buyer. to continue using the Product; (b) replaces or modifies the Product so that it becomes non- infringing. will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing provided the modification or replacement does not adversely affect the specifications of the Product: or (c) in the by an authorized representative of Seller. event (a) and (b) are not practical, refund to Buyer the amortized amounts paid by Buyer with respect thereto, 2. PRICE. All prices published by Seller or quoted by Seller's representatives may be changed at any time based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES without notice. All prices quoted by Seller or Sellers representatives are valid for thirty (30) days, unless otherwise SELLER'S ENTIRE ABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or 8.2 By Buyer Buyer shall indemnify, defend with competent and experienced counsel and hold quoted, will be Sellers price in effect at the time of shipment. All prices are subject to adjustment on account of harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders specifications, quantities, raw materials, cast of production, shipment arrangements or other terms or conditions and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, which are not part of Seller's original price quotation. losses, casts and expenses (including without limitation reasonable attorneys' fees and disbursements and court 3. TAXES AND OTHER CHARGES Prices for the Products exclude all safes, value added and other taxes and costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and employees, representatives or contractors; iii) use of a Product in combination with equipment or software not duties must by paid by Buyer. If Buyer claims any exemption. Buyer must provide a valid, signed certificate or letter supplied by Seller where the Product itself would not be infringing (iii) Seller's compliance with designs, specifi- of exemption for each respective jurisdiction, cations or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment far which 4, TERMS OF PAYMENT Seller may invoice Buyer upon shipment for the price and all other charges payable if was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written by Buyer in accordance with the terms on the face hereof. It no payment terms are stated on the face hereof, approval. payment shall be net thirty (30) days from the date of invoice. If Buyer fails to pay any amounts when due, Buyer g. SOFTWARE With respect to any software products incorporated in or forming a part of the Products shall pay Seller interest thereon at a periodic rate of one and one -half percent (1.5 °0) per month (or, if lower, the hereunder. Seller and Buyer intend and agree that such software products are being licensed and not sold, and highest rate permitted by law), togetherwith all costs and expenses (including without limitation reasonable attorneys' that the words "purchase', 'sell" or similar or derivative words are understood and agreed to mean 'license', and fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts orotherwise enforcing that the word "Buyer" or similar or derivative words are understood and agreed to mean "licensee Notwithstanding Seller's rights hereunder. Seller reserves the right to require from Buyer full or partial payment in advance, or other anything to the contrary contained herein, Seller or its licensor, as the case may be, raisins all rights and interest security that is satisfactory to Seller. at any time that Seller believes in good faith that Buyers financial condition in software hereunder, does not justify the terms of payment specified. All payments shall be made in U.S. Dollars. Seller hereby grants to Buyer a royalty -free. non exclusive, nontransferable license, without power to sublicense, S. DELIVERY; CANCELLATION OR CHANGES BY BUYER The Products will be shipped to the destination to use software provided hereunder solely for Buyer's own internal business purposes on the hardware products specified by Buyer, F.O.B. Setters shipping point. Seller will have the right, at its election, to make partial shipments provided hereunder and to use the related documentation solely for Buyers own internal business purposes. This of the Products and to invoice each shipment separately, Seiler reserves the right to stop delivery of Products in license terminates when Buyer's lawful possession of the hardware products provided hereunder ceases, unless transit and to withhold shipments in whole or in pan if Buyer fails to make any payment to Seller when due or earlier terminated as provided herein, Buyer agrees to hold in confidence and not to sell, transfer, license, loan or otherwise fails to perform its obligations hereunder, All shipping dates are approximate only, and Seller wilt not be otherwise make available in any form to third parties the software products and related documentation provided liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause hereunder. Buyer may not disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise change beyond Sellers reasonable control. In the event of a delay due to any cause beyond Seller's reasonable control, or supplement the software products provided hereunder without Seller's prior written consent. Seller will be entitled Setter reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, to terminate this license if Buyer fails to comply with any term or condition herein. Buyer agrees, upon termination and Buyer will not be entitled to refuse delivery or otherwise be ra €teved of any obligations as the result of such of this license, immediately to return to Seller all software products and related documentation provided hereunder delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in storage and all copies and portions thereof, by Seller at Buyers risk and expense and for Buyers account. Orders in process may be canceled only with Seller's Certain of the software products provided by Seller may be owned by one or more third parties and licensed to written consent and upon payment of Seller's cancellation charges. Orders in process may not be changed except Seller. Accordingly. Seller and Buyer agree that such third parties retain ownership of and title to such software with Seller's written consent and upon agreement by the parties as to an appropriate adjustment in the purchase products. The warranty and indemnification provisions set forth herein shall not apply to software products owned price therefor. Credit will not be allowed for Products returned without the prior written consent of Seller. by third hereunder. 6. TITLE AND R ISK OF LOSS Notwithstanding the trade terms indicated above and subject to Seller's right to 10. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED stop delivery of Products in transit, title to and risk of loss of the Products will pass to Buyer upon delivery of HEREIN. THE LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON possession at the Products by Seller to the carrier; provided, however, that title to any software incorporated within OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY or forming a part of the Products shall at all times remain with Seller or the licensor(s) thereof, as the case may be. OF SELLER FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED 7. WARRANTY Seller warrants that the Products will operate or perform substantially in conformance with UNDER SECTION 7 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF (A) THE Seller's published specifications and be free from defects in material and workmanship, when subjected to normal, TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE proper and Intended usage by properly trained personnel, for the period of time set forth in the product PRODUCT(S) GIVING RISE TO SUCH LIABILITY OR (B) ONE MILLION DOLLARS (51,000,000). NOT documentation, published specifications or package inserts. If a period of time is not specified in Seller's product WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SELLER documentation, published specifications or package inserts, the warranty period shall be one (1) year from the BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING date of shipment to Buyer for equipment and ninety (30) days for all other products (the "Warranty Period'). Seller WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF agrees during the Warranty Period, to repair or replace, at Seller's option, defective Products so as to cause the REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER same to operate in substantial conformance with said published specifications: provided that Buyer shall (a) SELLER (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (b) IS promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model NEGLIGENT. and serial number (it applicable) and details of the warranty claim; and (b) after Seller's review. Seller will provide 11. EXPORT RESTRICTIONS Buyer acknowledges that each Product and any related software and technology. Buyer with service data andlor a Return Material Authorization ('RMA" which may include biohazard including technical information supplied by Seller or contained in documents (collectively 'Terri is subject to export decontamination procedures and other product- specific handling Instructions. then, if applicable, Buyer may return controls of the U.S. government. The export controls may include, but are not limited to, those of the Export the defective Products to Seller with all costs prepaid by Buyer. Replacement parts may be new or refurbished, Administration Regulations of the U.S. Department of Commerce (the "EAR which may restrict or require licenses at the election of Seller. All replaced parts shall become the property of Seller. Shipment to Buyer of repaired or for the export of Items from the United States and their re -export from other countries. Buyer shall comply with the replacement Products shall be made in accordance with the Delivery provisions of the Seller's Terms and EAR and all other applicable laws. regulations, laws, treaties, and agreements relating to the export, re- export. and Conditions of Sale. Consumables are expressly excluded from this warranty. import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer government agoncy; it) export or re -export any Item. or Ili) export, re- export, distribute or supply any Item to any or third party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied such Product that Seller may have from the original manufacturer or third party supplier. to the extent such or restricted by the U.S. government. Buyer shall, if requested by Seller, provide information on the end user and assignment is allowed by such original manufacturer or third party supplier. end use of any Item exported by the Buyer or to be exported by the Buyer. Buyer shall cooperate fully with Seller In no event shall Seller have any obligation to make repairs, replacements or corrections required, in whole or in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and in part, as the result of (i) normal wear and tear, pi) accident, disaster or event of force majoure. (iii) misuse, fault shall indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its or negligence of orb Buyer, t use of the Products in a manner for which the were rot designed, v causes employees, consultants, or agents. Y Y (�v Y 9 O external to the Products such as, but not limited to, power failure or electrical power surges, (vi) improper storage 12. MISCELLANEOUS (a) Buyer may not delegate any dudes nor assign any rights or claims hereunder without and handling of the Products or (vii) use of the Products in combination with equipment or software not supplied Seller's prior written consent, and any such attempted delegation or assignment shall be void, (b) The rights and by Seller. It Seller determines that Products for which Buyer has requested warranty services are not covered obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State by the warranty hereunder, Buyer shall pay or reimburse Seller for all costs of investigaling and responding to of Seller's manufacturing location, without reference to its choice of law provisions. Each party hereby irrevocably such request at Seller's than prevailing lime and materials rates. If Seller provides repair services or replacement consents to the exclusive jurisdiction of the state and federal courts located in the county and state of Seller's parts that are not covered by this warranty, Buyer shall pay Seller therefor at Sellers then prevailing time and manufacturing location, in any action arising out of or relating to this Agreement and waives any other venue to materials rates. ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION which it may be entitled by domicile or otherwise- (c) In the event of any legal proceeding between the Seller and TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY Buyer relating to this Agreement, neither party may claim the right to a trial by jury, and both parties waive any OTHER THAN SELLER WITHOUT SELLER'S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT tight they may have under applicable law or otherwise to a right to a trial by jury. Any action arising under this PARTS NOT SUPPLIED BY SELLER. SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH Agreement must be brought within one (1) year from the date that the cause of action arose. (d) The application RESPECT TO THE AFFECTED PRODUCTS. to this Agreement of the U -N. Convention an Contracts for the International Sale of Goods is hereby expressly THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR REPLACE A excluded. (e) In the event that any one or more provisions contained herein shall be held by a court of competent DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, SELLER remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes DISCLAIMS ALI_ OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN. WITH the bargain. (f) Seller's failure to enforce, or Seller's waiver of a breach of any provision contained herein shall not RESPECT TO THE PRODUCTS. INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF constitute a waiver of any other breach or of such provision. (g) Unless otherwise expressly stated on the Product MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, SELLER DOES NOT WARRANT or in the documentation accompanying the Product, the Product is intended for research only and is not to be used THAT THE PRODUCTS ARE ERROR -FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT. for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals. (h) Buyer agrees 8, WDEMNIFICATION that all pricing, discounts and technical information that Seller provides to Buyer are the confidential and proprietary 8.1 By Seller Seller agrees to indemnify, defend and save Buyer, its officer, directors, and information of Seller. Buyer agrees to (1) keep such information confidential and not disclose such information to employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, any third parry, and (2) use such information solely for Buyers internal purposes and in connection with the Products losses, costs and expenses (including without limitation reasonable attarney s fees) "Indemnified items for (i) supplied hereunder. Nothing herein shall restrict the use of information available to the general public. (i) Any notice injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct or communication required or permitted hereunder shall be in writing and shall be deemed received when personally of Seller, its employees, agents or representatives or contractors in connection with the performance of services delivered or three (3) business days after being sent by certified mail, postage prepaid, to a party at the address at Buyer's premises under this Agreement and (if) claims that a Product infringes any valid United States patent, specified herein or at such other address as either party may from time to time designate to the other. copyright or trade secret: provided, however, Seller shall have no liability under this Section to the extent any such Updated 05/20/06 1 1206830 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 359002 THERMO FISHER SCIENTIFIC LLC Purchase Order No. Terms PO BOX 712480 Due Date 2/22/2010 CINCINNATI, OH 45271 -2480 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 2/22/2010 SLS2362419 $629.62 I 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 Offic VOUCHER 097344 WARRANT ALLOWED 359002 IN SUM OF THERMO FISHER SCIENTIFIC LLC PO BOX 712480 CINCINNATI, OH 45271 -2480 Carmel Wastewater Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code SLS2362419E 01- 7202 -05 $598.00 SLS2362419E 01- 7202 -05 $31.62 CFA Voucher Total $629.62 Cost distribution ledger classification if claim paid under vehicle highway fund