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HomeMy WebLinkAbout198501 06/22/2011 CITY OF CARMEL, INDIANA VENDOR: 097251 Page 1 of 1 ONE CIVIC SQUARE FISHER SCIENTIFIC CHECK AMOUNT: $2,208.44 CARMEL, INDIANA 46032 ACCT 955034 -001 13551 COLLECTIONS CENTER DRIVE CHECK NUMBER: 198501 CHICAGO IL 60693 CHECK DATE: 6/22/2011 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 651 5023990 33213 251.90 OTHER EXPENSES 651 5023990 345591 530.03 OTHER EXPENSES 651 5023990 3813060 100.35 OTHER EXPENSES 651 5023990 6427646 1,285.73 OTHER EXPENSES 651 5023990 7110032 40.43 MATERIALS SUPPLIES REMIT TO: INQUIRE AT: (800) 766 -7000 D- U- N -S -00 -432 -1519 Fisher Scientific ACCT# 440371 -001 4500 TURNBERRY DRIVE FEIN 23- 2942737 13551 COLLECTIONS CTR DR HANOVER PARK IL ORIGINAL INVOICE Part of Thermo Fisher Scient CHICAGO IL 60133 60693 PLEASE REFER TO THIS INVOICE NUMBER ON YOUR REMITTANCE CUSTOMER PURCHASE ORDER NUMBER RELEASE NUMBER INV. DATE S12506 05/20/2011 6427646 ORDER NO. ACCOUNT NO. CSO F.O.B. ORDER ENTRY DATE PAGE I DUPLICATE H11399361 440371 -001 CHI SHIPPING POINT 05/19/2011 1 SOLD TO: SHIP TO: INVOICE TYPE: NOR FON CON THIS IS A ACCOUNTS PAYABLE CITY OF CARMEL PARTIAL a x` CARMEL UTILITIES WASTEWATER TREATMENT PLT SHIPMENT STE 110 9609 HAZEL DELL PKWY 760 3RD SW AVE INDIANAPOLIS IN 46280 -2935 DUE: 06�19�2011 CARMEL IN 46032 -7612 TERMS: NET 30 DAYS FROM INVOICE DATE. PAYABLE IN U.S. CURRENCY. f♦I...II III 111- 11 I� I' Visit: www.fishersci.com DESCRIPTION CATALOG QUANTITY UNIT PRICE AMOUNT NUMBER SHIPPED CALLER -TARA WASHINGTON PHONE- 317 571 -2634 SHIPMENT NBR: 001 FROM: CDC ON 05/20/2011 PH ELECTRD STRG SOLN 475ML BTL 13 641 908 1 EA 50.08 50.08 FINNTIP 63 2 -10ML BULK 100 /PK 21 377 52 5 PK 17.58 87.90 SHIPMENT NBR: 002 FROM: MWD ON 05/20/2011 DO PROBE MAINT KIT 13 302 32 1 EA 139.72 139.72 ORDERED PART XC310M GLV PFEXAM NTRL 3.5ML MD 250PK 19 177 522 1 CS 238.02 238.02 ORIG CAT NBR XC310M ORDERED PART XC310L GLV PFEXAM NTRL 3.5ML LG 25OPK 19 177 523 3 CS 238.02 714.06 ORIG CAT NBR XC310L MERCHANDISE SUBTOTAL 1,229.78 SHIPPING 14.90 NON STANDARD TRANSPORTATION CH 41.05 TOTAL INVOICE AMOUNT 1,285.73 FOR YOUR PROTECTION, OUR COMPANY DOE NOT ACCEPT CREDIT CAkD NUMBERS VIA FAC OR EMAIL FOR YOUR REFERENCE, AN ASTERISK HAS BEEN PLACED BY THOSE I EMS FOR WHICH MS S(S) WILL BE P OVIDED UNDER SEPARATE COVER. CONTACT YOUR CUSTOMER SERVICE REPRES NTATIVE IF ADDITIONAL INFORMATI N NEEDED. TELL US ABOUT YOUR RECENT CUSTOMER SERVICE EXPERIENCE BY CO PLETING A SHORT DURVEY. THIS SHOULD TAKE NO LONGZIR THAN THREE MINUTES. ENTER THE LINK IN O YOUR BROWSER AND EN ER THE PASSCODE HOWN. http: /SUr— y PASSCODE: USA- P GH -CS1 PLEASE USE REMIT TO ADDRESS ABOVE AND I CLUDE ACCT See reverse side for complete terms and conditions or visit httr)://www.fis hers ci. com/wps/portal/C MSTAT I C?href =Footer/tandcsal e. isp PAST DUE BALANCES ARE SUBJECT TO A FINANCE CHARGE. THIS SHIPMENT WAS DELIVERED IN PERFECT CONDITION AND SIGNED FOR BY THE TRANSPORTATION COMPANY. CONSIGNORS RESPONSIBILITY CEASES UPON DELIVERY OF GOODS TO CARRIER. DO NOT ACCEPT SHIPMENT SHOWING EVIDENCE OF DAMAGE OR SHORTAGE UNTIL AGENT OF CARRIER ENDORSES NOTATION TO THIS EFFECT ON FACE OF TRANSPORTATION RECEIPT. WITHOUT THIS DOCUMENTARY EVIDENCE CLAIM CANNOT BE FILED. SELLER CERTIFIES THAT ALL GOODS (OR SERVICES) COVERED BY THIS INVOICE WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTIONS 6, 7, AND 12 OF THE FAIR LABOR STANDARDS ACTS OF 1938, AS AMENDED, AND OF THE REGULATIONS AND ORDERS OF THE UNITED STATES DEPARTMENT OF LABOR ISSUED UNDER SECTION 14 THEREOF. NO CREDIT WILL BE ALLOWED FOR MERCHANDISE RETURNED WITHOUT PRIOR AUTHORIZATION. THE PRICES SHOWN ON THIS INVOICE ARE NET OF DISCOUNTS PROVIDED AT THE TIME OF PURCHASE. SOME PRODUCTS MAY BE SUBJECT TO ADDITIONAL DISCOUNTS AGREED UPON BETWEEN THE PARTIES. 6717 12771 0 01314623 70020ON9A8006pj1E 000187551 TERMS AND CONDITIONS OF SALE Unles's otherwise expressly agreed in writing, all sales are subject to the following terms and conditions: GENERAL Fisher Scientific Company L.L.C. "Seller hereby applicable, Buyer may return the defective Products to Seller with all Seller or its licensor, as the case may be, retains all tights and interest in offers for sale to the buyer named on the face hereof (`Buyer the costs prepaid by Buyer. Replacement parts may be new or refinrbished, software products provided hereunder. products listed on the face hereof (the "Products on the express at the election of Seller. All replaced parts shall become the property of Seller hereby grants to Buyer a royalry-free, non exclusive, condition that Buyer agrees to accept and be bound by the terms Seller. Shipment to Buyer of repaired or replacement Products shall be nontransferable license, without power to sublicense, to use software and conditions set forth herein. Any provisions contained in any made in accordance with the Delivery provisions of the Seller's Terms provided hereunder solely for Buyer's own internal business purposes on the document issued by Buyer are expressly rejected and if the terms and Conditions of Sale. Consumables are expressly excluded from this hardware products provided hereunder and to use the related documentation and conditions in this Agreement differ from the terms of Buyer's warranty. solely for Buyer's own internal business purposes. This license terminates offer, this document shall be construed as a counter offer and shall Notwithstanding the foregoing, Products supplied by Seller that are when Buyer's lawful possession of the hardware products provided not be effective as an acceptance of Buyer's document. Buyer's obtained by Seller from an original manufacturer or third party supplier hereunder ceases, unless earlier terminated as provided herein. Buyer agrees receipt of Products or Seller's commencement of the services are not warranted by Seller, but Seller agrees to assign to Buyer any to hold in confidence and not to sell, transfer, license, loan or otherwise provided hereunder will constitute Buyer's acceptance of this w'arranry rights in such Product that Seller may have from the original make available in any form to third parties the software products and related Agreement. This is the complete and exclusive statement of the manufacturer or third party supplier, to the extent such assignment is documentation provided hereunder. Buyer may not disassemble, decompile contract between Seller and Buyer with respect to Buyer's purchase allowed by such original manufacturer or third pan' supplier. or reverse engineer, copy, modify, enhance or otherwise change or of the Products. No waiver, consent, modification, amendment or In no event shall Seller have any obligation to make repairs, supplement the software products provided hereunder without Seller's prior change of the terms contained herein shall be binding unless in replacements or corrections required, in whole or in part, as the result written consent. Seller will be entitled to terminate this license'if Buyer fails writing and signed by Seller and Buyer. Seller's failure to object to of (i) normal wear and tear, (it) accident, disaster or event of force to comply with any' term or condition herein. Buyer agrees, upon termination terms contained in any subsequent communication from Buyer will majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the of this license, immediately to return to Seller all software products and not be a waiver or modification of the terms set forth herein. All Products in a manner for which they were not designed, (v) causes related documentation provided hereunder and all copies and portions orders are subject to acceptance in writing by an authorized external to the Products such as, but not limited to, power failure or thereof. representative of Seller. electrical power surges, (vi) improper storage and handling of the Certain of the software products provided by Seller may be owned by one PRICE All prices published by Seller or quoted by Seller's Products or (vii) use of the Products in combination with equipment or or more third parties and licensed to Seller. Accordingly, Seller and Buyer representatives may be changed at an)' time without notice. All software not supplied by Seller. If Seller determines that Products for agree that such third parties retain ownership of and tide to such software prices quoted by Seller or Seller's representatives are valid for thirty which Buyer has requested warranty services are not covered by the products. The warranty and indemnification provisions set forth herein shall (30) days, unless otherwise stated in writing. All prices for the warranty hereunder, Buyer shall pay or reimburse Seller for all costs of not apply to software products owned by third parties and provided Products will be as specified by Seller or, if no price has been investigating and responding to such request at Seller's then prevailing hereunder. specified or quoted, will be Seller's price in effect at the tune of time and materials rates. If Seller provides repair services or LIMITATION OF LIABILITY Notwithstanding anything to the contrary shipment. All prices are subject to adjustment on account of replacement parts that are not covered by this warranty, Boyer shall pay contained herein, the liability of Seller under these terms and conditions specifications, quantities, taw materials, cost of production, Seller therefore at Seller's then prevailing time and materials rates. Any (whether by reason of breach of contract, tort, indemnification, or otherwise, shipment arrangements or other terms or conditions which are not installation, maintenance, repair, service, relocation or alteration to or but excluding liability of Seller for breach of warrant (the sole remedy for part of Seller's original price quotation. of, or other tampering with, the Products performed by any person or which shall be as provided under WARRANTY above)) shall not exceed an TAXES AND OTHER CIIARGES Prices for the Products entity other than Seller without Seller's prior written approval, or any amount equal to the lesser of (a) the total purchase price theretofore paid by exclude all sales, value added and other taxes and duties imposed use of replacement parts not supplied by Seller, shall immediately void Buyer to Seller with respect to the Product(s) giving rise to such liability or with respect to the sale, delivery, or use of any Products covered and cancel all warranties with respect to the affected Products. (b) one million dollars ($1,000,000). Notwithstanding anything to the hereby, all of which taxes and duties must be paid by Buyer, If The obligations created by this warranty statement to repair or contrary contained herein, in no event shall Seller be liable for any indirect, Buyer claims any exemption, Buyer must provide a valid, signed replace a defective Product shall be the sole remed of Buyer in the special, consequential or incidental damages (including without limitation certificate or letter of exemption for each respective jurisdiction. event of a defective Product. Except as expressly provided in this damages for loss of use of facilities or equipment, loss of revenue, loss of TERDIS OF PAYMENT Seller may invoice Buyer upon shipment warranty statement, Seller disclaims all other warranties, whether data, loss of profits or loss of goodwill), regardless of whether Seller (a) has for the price and all other charges payable by Buyer in accordance express or implied, oral or written, with respect to the Products, been informed of the possibility of such damages or (b) is negligent. with the terms on the face hereof. If no payment terms are stated including without limitation all implied warranties of merchantability or EXPORT RESTRICTIONS Buyer acknowledges that each Product and any on the face hereof, payment shall be net thirty- (30) days from the fitness for any particular purpose. Seller does not warrant that the related software and technology, including technical information supplied by date of invoice. If Buyer fails to pay any amounts when due, Buyer Products are error -free or will accomplish any particular result. Seller or contained in documents (collectively "Items is subject to export shall pay Seller interest thereon at a periodic rate of one and one INDEMNIFICATION BY SELLER Seller agrees to indemnify, controls of the U.S. government. The export controls may include, but are half percent (IS%) per month (or, if lower, the highest ran defend and save Buyer, its officers, directors, and employees from and not limited to, those of the Export Administration Regulations of the U.S. permitted by law), together with all costs and expenses (including against any and all damages, liabilities actions, causes of action, suits, Department of Commerce (the "EAR which may restrict or require without limitation reasonable attorneys' fees and disbursements and claims, demands, losses, costs and expenses (including without licenses for the export of Items from the United States and their re- export court costs) incurred by Seller in collecting such overdue amounts limitation reasonable attorney's fees) (`Indemnified Items' for (i) from other countries. Buyer shall comply with the EAR and all other or otherwise enforcing Seller's rights hereunder. Seller reserves the injury to or death of persons or damage to property to the extent applicable laws, regulations, laws, treaties, and agreements relating to the right to require from Buyer full or partial payment in advance, or caused by the negligence or willful misconduct of Seller, its employees, export, re- export, and import of any Item. Buyer shall not, without first other security that is satisfactory to Seller, at any time that Seller agents or representatives or contractors in connection with the obtaining the required license to do so from the appropriate U.S. believes in good faith that Buyer's financial condition does not performance of services at Buyer's premises under this Agreement and government agency; (i) export or re- export any Item, or (i) export, re- export, justify the terms of payment specified. All payments shall be made (it) claims that a Product infringes any valid United States patent, distribute or supply any Item to any restricted or embargoed country or to a in U.S. Dollars. copyright or trade secret; provided, however, Seller shall have no person or entity whose privilege to participate in exports has been denied or DELIVERY: CANCELLATION OR CHANGES BY BUYER liability under this Section to the extent any such Indemnified Items are restricted by the U.S. government. Buyer shall cooperate fully with Seller in The Products will be shipped to the destination specified by Buyer, caused by either O the negligence or willful misconduct of Buyer, its any official or unofficial audit or inspection related to applicable export or F.O.B. Seller's shipping point. Seller will have the right, at its employees, agents or representatives or contractors, (it) by any third import control laws or regulations, and shall indemnify and hold Seller election, to make partial shipments of the Products and to invoice party, (iii) use of a Product in combination with equipment or software harmless from, or in connection with, any violation of this Section by Buyer each shipment separately. Seller reserves the right to stop deliver) of not supplied by Seller where the Product would not itself be infringing, or its employees, consultants, agents, or customers. Products in transit and to withhold shipments in whole or in part if (iv) compliance with Buyer's designs, specifications or instructions, (v) MISCELLANEOUS (a) Buyer may not delegate any duties nor assign any Buyer fails to make any payment to Seller when due or otherwise use of the Product in an application or environment for which it was rights or claims hereunder without Seller's prior written consent, and any fails to perform its obligations hereunder. All shipping dates are not designed or (vi) modifications of the Product by anyone other than such attempted delegation or assignment shall be void. (b) The rights and approximate only, and Seller will not be liable for any loss or Seller without Seller's prior written approval. Buyer shall provide Seller obligations of the parries hereunder shall be governed by and construed in damage resulting from any delay in delivery or failure to deliver prompt written notice of any third parry claim covered by Seller's accordance with the laws of the Commonwealth of Pennsylvania, without which is due to any cause beyond Seller's reasonable control. In the indemnification obligations hereunder. Seller shall have the right to reference to its choice of law provisions. Each parry hereby irrevocably event of a delay due to any cause beyond Seller's reasonable control, assume exclusive control of the defense of such claim or, at the option consents to the exclusive jurisdiction of the state and federal courts located Seller reserves the right to terminate the order or to reschedule the of the Seller, to settle the same. Buyer agrees to cooperate reasonably in Allegheny County, Pennsylvania, USA, in any action arising out of or shipment within a reasonable period of time, and Buyer will not be with the Seller in connection with the performance by Seller of its relating to this Agreement and waives any other venue to which it may be entitled to refuse deliver or otherwise be relieved of any obligations obligations in this Section. entitled by domicile or otherwise. (c) In the event of any legal proceeding as the result of such delay. Products as to which delivery is delayed Notwithstanding the above, Seller's infringement related between the Seller and Buyer relating to this Agreement, neither parry may due to any cause within Buyer's control may be placed in storage by indemnification obligations shall be extinguished and relieved if Seller, claim the right to a trial by jury, and both parties waive any right they map Seller at Buyers risk and expense and for Buyer's account. Orders at its discretion and at its own expense (a) procures for Buyer the right, have under applicable law or otherwise to a right to a trial by jury. Any action I n process may be canceled only with Seller's written consent and at no additional expense to Buyer, to continue using the Product; (b) arising under this Agreement must be brought within one (1) year from the upon paymenr of Sellers cancellation charges. Orders in process replaces or modifies the Product so that it becomes non infringing, date that the cause of action arose. (d) The application to this Agreement of may not be changed except with Seller's written consent and upon provided the modification or replacement does not adversely affect the the U.N. Convention on Contracts for the International Sale of Goods is agreement by the parties as to an appropriate adjustment in the specifications of the Product, or (c) in the event (a) and (b) are not hereby expressly excluded. (e) In the event that any one or more provisions purchase price. therefore. Credit will not be allowed for Products practical, refund to Buyer the amortized amounts paid by Buyer with contained herein shall be held by a court of competent jurisdiction to be returned without the prior written consent of Seller. respect thereto, based on a five (5) year amortization schedule. The invalid, illegal or unenforceable in any respect, the validity, legality and TITLE AND RISK OF LOSS Notwithstanding the trade terms foregoing indemnification provision states Seller's entire liability to enforceability of the remaining provisions contained herein shall remain in indicated above and subject to Seller's right to stop delivery of Buyer for the claims described herein. full force and effect, unless the revision materially changes the bargain. (f) Products in transit, tide to and risk of loss of the Products will pass INDEMNIFICATION BY BUYER Buyer shall indemnify, defend Seller's failure to enforce, or Seller's waiver of a breach of, any provision to Buyer upon delivery of possession of the Products by Seller to with competent and experienced counsel and hold harmless Seller, its contained herein shall not constitute a waiver of any other breach or of such the carrier; provided, however, that title to any software parent, subsidiaries, affiliates and divisions, and their respective provision. (g) Unless otherwise expressly stated on the Product or in the incorporated within or forming a part of the Products shall at all officers, directors, shareholders and employees, from and against any documentation accompanying the Product, the Product is intended for times remain with Seller or the licensor(s) thereof, as the case may be. and all damages, liabilities, actions, causes of action, suits, claims, research only and is not to be used for any other purpose, including without WARRANTY Seller warrants that the Products will operate or demands, losses, costs and expenses (including without limitation limitation, unauthorized commercial uses, in vitro diagnostic uses, ex ere, or in perform substantially in conformance with Seller's published reasonable attorneys' fees and disbursements and court costs) to the vivo therapeutic uses, or any type of consumption by or application to specifications and be free from defects in material and extent arising from or in connection with (i) the negligence or willful humans or animals. (h) Buyer agrees that all pricing, discounts and technical workmanship, when subjected to normal, proper and intended misconduct of Buyer, its agents, employees, representatives or information that Seller provides to Buyer are the confidential and proprietary usage by properly trained personnel, for the period of time set forth contractors; (ii) use of a Product in combination with equipment or information of Seller. Buyer agrees to (1) keep such information confidential in the product documentation, published specifications or package software not supplied by Seller where the Product itself would not be and not disclose such information to any third party, and (2) use such inserts. If a period of time is not specified in Seller's product infringing; (iii) Seller's compliance with designs, specifications or information solely for Buyer's internal purposes and in connection with the documentation, published specifications or package inserts, the instructions supplied to Seller by Buyer; (iv) use of a Product in an Products supplied hereunder. Nothing herein shall restrict the use of warranty period shall be one (1) year from the date of shipment to application or environment for which it was not designed; or (v) information available to the general public (i) Any notice or communication Buyer for equipment and Winery (90) days For all other products (the modifications of a Product by anyone other than Seller without Seller's required or permitted hereunder shall be in writing and shall be deemed "Warranty Period Seller agrees during the Warranty Period, to prior written approval. received when personally delivered or three (3) business days after being sent repair or replace, at Seller's option, defective Products so as to cause SOFTWARE With respect to any software products incorporated in by certified mail, postage prepaid, to a pan at the address specfied herein or at the same to operate in substantial conformance with said published or forming a part of the Products hereunder, Seller and Buyer intend such other address as either party may from time to time designate to the other. specifications; provided that Buyer shall (a) promptly notify Seller in and agree that such software products are being licensed and not sold, ACCEPTABLE PAYMENT n4ETHODS- The Seller prefers to receive payment writing upon the discovery- of any defect, which notice shall include and that the words "purchase "sell" or similar or derivative words are via ACH or other electronic interface methods that directly exchange funds the product model and serial number (if applicable) and details of understood and agreed to mean "license and that the word `Buyer" between the Buyer's and Seller's bank accounts. The Seller also accepts checks the warranty claim; and (b) after Seller's review, Seller will provide or similar or derivative words are understood and agreed to mean mailed to one of its lockbox remittance locations. Although the Seller does accept Buyer with service data and /or a Return Material Authorization "licensee Notwithstanding anything to the contrary contained herein, credit card payments at the time of purchase, it does not accept credit card C`RMA which may include biohazard decontamination payments after the point of sale. procedures and other product specific handling instructions, then, if TF- BACKER REMIT TO: INQUIRE AT: (800) 766 -7000 D- U- N -S -00- 432 -1519 Fisher Scientific ACCT# 440371 -001 4500 TURNBERRY DRIVE FEIN 23- 2942737 13551 COLLECTIONS CTR DR HANOVER PARK IL ORIGINAL INVOICE Part of Thermo Fisher Scientific 13551 IL 60133 60693 PLEASE REFER TO THIS INVOICE NUMBER ON YOUR REMITTANCE CUSTOMER PURCHASE ORDER NUMBER RELEASE NUMBER INV. DATE S12506 05/23/2011 6813060 ORDER NO, ACCOUNT NO. CSO F.O.B. ORDER ENTRY DATE I PAGE I DUPLICATE H11399361 440371 -001 CHI SHIPPING POINT 05/19/2011 1 SOLD TO: SHIP TO: INVOICE TYPE: NOR FON CON THIS IS A ACCOUNTS PAYABLE CITY OF CARMEL PARTIAL CARMEL UTILITIES WASTEWATER TREATMENT PLT SHIPMENT STE 110 9609 HAZEL DELL PKWY DUE: 06/22/2011 760 3RD SW AVE INDIANAPOLIS IN 46280 -2935 CARMEL IN 46032 -7612 TERMS: NET 30 DAYS FROM INVOICE DATE. PAYABLE IN U.S. CURRENCY. �I"' lll�l" II. I� I' ��IIII�III� 'I'I'll��lllll'll Visit: www.fishersci.com DESCRIPTION CATALOG QUANTITY UNIT PRICE AMOUNT NUMBER SHIPPED CALLER -TARA WASHINGTON PHONE- 317- 571 -2634 SHIPMENT NBR: 003 FROM: CDC ON 05/23/2011 FINNTIP 63 2 -10ML BULK 100 /PK 21 377 52 5 PK 17.58 87.90 MERCHANDISE SUBTOTAL 87 SHIPPING 12.45 TOTAL INVOICE AMOUNT 100.35 FOR YOUR PROTECTION, OUR COMPANY DOE NOT ACCEPT CREDIT CAR.D NUMBERS VIA FAC OR EMAIL TELL US ABOUT YOUR RECENT CUSTOMER SERVICE EXPERIENCE BY COMPLETING A SHORT URVEY. THIS S OULD TAKE NO LONG ;KR THAN THREE MINUTES. ENTER THE LINK IN 70 YOUR BROWSER AND ENTER THE PASSCODE HOWN. http: /survey.medallia.com /fishersci PASSCODE: USA- PGH -CS1 PLEASE USE REMIT TO ADDRESS ABOVE AND I CLUDE ACCT See reverse side for complete terms and conditions or visit http: /www fishersci com /wps/ portal /CMSTATIC ?href= Footer /tandcsale isp PAST DUE BALANCES ARE SUBJECT TO A FINANCE CHARGE. THIS SHIPMENT WAS DELIVERED IN PERFECT CONDITION AND SIGNED FOR BY THE TRANSPORTATION COMPANY. CONSIGNORS RESPONSIBILITY CEASES UPON DELIVERY OF GOODS TO CARRIER. DO NOT ACCEPT SHIPMENT SHOWING EVIDENCE OF DAMAGE OR SHORTAGE UNTIL AGENT OF CARRIER ENDORSES NOTATION TO THIS EFFECT ON FACE OF TRANSPORTATION RECEIPT. WITHOUT THIS DOCUMENTARY EVIDENCE CLAIM CANNOT BE FILED. SELLER CERTIFIES THAT ALL GOODS (OR SERVICES) COVERED BY THIS INVOICE WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTIONS 6, 7, AND 12 OF THE FAIR LABOR STANDARDS ACTS OF 1938, AS AMENDED, AND OF THE REGULATIONS AND ORDERS OF THE UNITED STATES DEPARTMENT OF LABOR ISSUED UNDER SECTION 14 THEREOF. NO CREDIT WILL BE ALLOWED FOR MERCHANDISE RETURNED WITHOUT PRIOR AUTHORIZATION. THE PRICES SHOWN ON THIS INVOICE ARE NET OF DISCOUNTS PROVIDED AT THE TIME OF PURCHASE. SOME PRODUCTS MAY BE SUBJECT TO ADDITIONAL DISCOUNTS AGREED UPON BETWEEN THE PARTIES. 6717 12772 0 0 1314623 70020ON9A8006pj1E 000187551 TERMS AND CONDITIONS OF SALE Unless otherwise expressly agreed in writing, all sales are subject to the following terms and conditions: GENERAL Fisher Scientific Company L.L.C. "Seller hereby applicable, Buyer may return the defective Products to Seller with all Seller or its licensor, as the case ma be, retains all rights and interest in offers for sale to the buyer named on the face hereof "Buyer the costs prepaid by Buyer. Replacement parts may be new or refurbished, software products provided hereunder. products listed on the face hereof (the "Products') on the express at the election of Seller. All replaced parts shall become the property of Seller hereby grants to Buyer a royalty-free, non -exclusive, condition that Buyer agrees to accept and be bound by the terms Seller. Shipment to Buyer of repaired or replacement Products shall be nontransferable license, without power to sublicense, to use software and conditions set forth herein. Any provisions contained in any made in accordance with the Deliver) provisions of the Seller's Terms provided hereunder solely for Buyer's own internal business purposes on the document issued by Buyer are expressly rejected and if the terms and Conditions of Sale. Consutnables are expressly excluded from this hardware products provided hereunder and to use the related documentation and conditions in this Agreement differ from the terms of Buyer's warranty. solely for Buyer's own internal business purposes. This license terminates offer, this document shall be construed as a counter offer and shall Notwithstanding the foregoing, Products supplied by Seller that are when Buyer's lawful possession of the hardware products provided not be effective as an acceptance of Buyer's document. Buyer's obtained by Seller from an original manufacturer or third parry supplier hereunder ceases, unless earlier terminated as provided herein. Buyer agrees receipt of Products or Seller's commencement of the services are not warranted by Seller, but Seller agrees to assign to Buyer any to hold in confidence and not to sell, transfer, license, loan or otherwise provided hereunder will constitute Buyer's acceptance of this warranty rights in such Product that Seller may have from the original make available in any form to third parties the software products and related Agreement. This is the complete and exclusive statement of the manufacturer or third party supplier, to the extent such assignment is documentation provided hereunder. Buyer may not disassemble, decompile contract between Seller and Buyer with respect to Buyer's purchase allowed by such original manufacturer or third parry supplier. or reverse engineer, copy, modify, enhance or otherwise change or of the Products. No waiver, consent, modification, amendment or In no event shall Seller have any obligation to make repairs, supplement the software products provided hereunder without Seller's prior change of the terms contained herein shall be binding unless in replacements or corrections required, in whole or in part, as the result written consent. Seller will be enuded to terminate this license if Buyer fails writing and signed by Seller and Buyer. Seller's failure to object to of (i) normal wear and tear, (ii) accident, disaster or event of force to comply with any term or condition herein. Buyer agrees, upon termination terns contained in any subsequent communication from Buyer will majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the of this license, immediately to termer to Seller all software products and not be a waiver or modification of the terms set forth herein. All Products in a manner for which they were not designed, (v) causes related documentation provided hereunder and all copies and portions orders are subject to acceptance in writing by an authorized external to the Products such as, but not limited to, power failure or thereof. representative of Seller. electrical power surges, (vi) improper storage and handling of the Certain of the software products provided by Seller may be owned by one PRICE All prices published by Seller or quoted by Seller's Products or (vii) use of the Products in combination with equipment or or more third parties and licensed to Seller. Accordingly, Seller and Buyer representatives may be changed at any time without notice. All software not supplied by Seller. If Seller determines that Products for agree that such third parties retain ownership of and tide to such software prices quoted by Seller or Seller's representatives are valid for thirty which Buyer has requested warranty services are not covered by the products. The warranty- and indemnification provisions set forth herein shall (30) days, unless otherwise stated in writing. All prices for the warranty hereunder, Buyer shall pay or reimburse Seller for all costs of not apply to software products owned by third parties and provided Products will be as specified by Seller or, if no price has been investigating and responding to such request at Seller's then prevailing hereunder. specified or quoted, will be Seller's price in effect at the time of time and materials races. If Seller provides repair services or LIMITATION OF LIABILITY Notwithstanding anything to the contrary shipment. All prices are subject to adjustment on account of replacement parts that are not covered by this warranty, Buyer shall pay contained herein, the liability of Seller under these terns and conditions specifications, quantities, raw materials, cost of production, Seller therefore at Seller's then prevailing time and materials rates. Any (whether by reason of breach of contact, tor, indemnification, or otherwise, shipment arrangements or other terms or conditions which are not installation, maintenance, repair, service, relocation or alteration to or but excluding liability- of Seller for breach of warranty (the sole remed for part of Seller's original price quotation. of, or other tampering with, the Products performed by any person or which shall be as provided under WARRANTY above)) shall not exceed an TAXES AND OTHER CHARGES Prices for the Products entity other than Seller without Seller's prior written approval, or any amount equal to the lesser of (a) the total purchase price theretofore paid by exclude all sales, value added and other taxes and duties imposed use of replacement parts not supplied by Seller, shall immediately void Buyer to Seller with respect to the Product(s) giving rise to such liability or with respect to the sale, delivery, or use of any Products covered and cancel all warranties with respect to the affected Products. (b) one million dollars ($1,000,000). Notwithstanding anything to the hereby, all of which taxes and duties must be paid by Buyer. If The obligations created by this warranty statement to repair or contrary contained herein, in no event shall Seller be liable for any ind Buver claims any exemption, Buyer must provide a valid, signed replace a defective Product shall be the sole remedy of Buyer in the special, consequential or incidental damages (including without limitation cer ificare or letter of exemption for each respective jurisdiction. event of a defective Product. Except as expressly provided in this damages for loss of use of facilities or equipment, loss of revenue, loss of TER \1S OF PAYMENT Seller may invoice Buyer upon shipment warranty statement, Seller disclaims all other warranties, whether data, loss of profits or loss of goodwill), regardless of whether Seller (a) has for the price and all other charges payable by Buyer in accordance express or implied, oral or written, with respect to the Products, been informed of the possibility of such damages or (b) is negligent. with the terms on the face hereof. If no payment terms are stated including without limitation all implied warranties of merchantability or EXPORT RESTRICTIONS Buyer acknowledges that each Product and any on the face hereof, payment shall be net thirty (30) days from the fitness for any particular purpose. Seller does not warrant that the related software and technology, including technical information supplied by date of invoice. If Buyer fails to pay any amounts when due, Buyer Products are error -free or will accomplish any particular result. Seller or contained in documents (collectively `Items is subject to export shall pay Seller interest thereon at a periodic rate of one and one- INDEMNIFICATION BY SELLER Seller agrees to indemnify, controls of the U.S. government. The export controls may include, bur are half percent (1.5%) per month (or, if lower, the highest rate defend and save Buyer, its officers, directors, and employees from and not limited to, those of the Export Administration Regulations of the U.S. permitted by law), together with all costs and expenses (including against any and all damages, liabilities, actions, causes of action, suits, Department of Commerce (the "EAR'), which may restrict or require without limitation reasonable attorneys' fees and disbursements and claims, demands, losses, costs and expenses (including without licenses for the export of Items from the United States and their re- export court costs) incurred by Seller in collecting such overdue amounts limitation reasonable attorney's fees) "Indemnified Items') for (i) from other countries. Buyer shall comply with the EAR and all other or otherwise enforcing Seller's rights hereunder. Seller reserves the injury to or death of persons or damage to property to the extent applicable laws, regulations, laws, treaties, and agreements relating to the right to require from Buyer full or partial payment in advance, or caused by the negligence or willfid misconduct of Seller, its employees, export, re- export, and import of any Item. Buyer shall not, without first other security that is satisfactory to Seller, at any time that Seller agents or representatives or contactors in connection with the obtaining the required license to do so from the appropriate U.S. believes in good faith that Buyer's financial condition does not performance of services at Buyer's premises under this Agreement and government agency; (i) export or re-export any Item, or (h) export, re- export, justify the terms of payment specified. All payments shall be made (i) claims that a Product infringes any valid United States patent, distribute or supply any Item to any restricted or embargoed country or to a in U.S. Dollars. copyright or trade secret; provided, however, Seller shall have no person or entry whose privilege to participate in exports has been denied or DELIVERY CANCELLATION OR CHANGES BY BUYER liability' under this Section to the extent any such Indemnified Items are restricted by the U.S. government. Buyer shall cooperate fully with Seller in The Products will be shipped to the destination specified by Buyer, caused by either (i) the negligence or willful misconduct of Buyer, its any official or unofficial audit or inspection related to applicable export or F.O.B. Seller's shipping point. Seller will have the right, at its employees, agents or representatives or contractors, (ii) by any third import control laws or regulations, and shall indemnify and hold Seller election, to make partial shipments of the Products and to invoice parry, (iii) use of a Product in combination with equipment or software harmless from, or in connection with, any violation of this Section by Buyer each shipment separately. Seller reserves the right to stop delivery of not supplied by Seller where the Product would not itself be infringing, or its employees, consultants, agents, or customers. Products in transit and to withhold shipments in whole or in part if (iv) compliance with Buyer's designs, specifications or instructions, (v) MISCELLANEOUS (a) Buyer may not delegate any duties nor assign any Buyer fails to make any payment to Seller when due or otherwise use of the Product in an application or environment for which it was rights or claims hereunder without Seller's prior written consent, and any fails to perform its obligations hereunder. All shipping dates are not designed or (vi) modifications of the Product by anyone other than such attempted delegation or assignment shall be void. (b) The rights and approximate only, and Seller will not be liable for any loss or Seller without Seller's prior written approval. Buyer shall provide Seller obligations of the parries hereunder shall be governed by and construed in damage resulting from any delay in delivery or failure to deliver prompt written notice of any third party- claim covered by Seller's accordance with the laws of the Commonwealth of Pennsylvania, without which is due to any cause beyond Seller's reasonable control. In the indemnification obligations hereunder. Seller shall have the right to reference to its choice of law provisions. Each party hereby irrevocably event of a delay- due to any cause beyond Seller's reasonable control, assume exclusive control of the defense of such claim or, at the option consents to the exclusive jurisdiction of the state and federal courts located Seller reserves the right to terminate the order or to reschedule the of the Seller, to settle the same. Buyer agrees to cooperate reasonably in Allegheny County, Pennsylvania, USA, in any action arising out of or shipment within a reasonable period of time, and Buyer will not be with the Seller in connection with the performance by Seller of its relating to this Agreement and waives any other venue to which it may be entided to refuse deliver or otherwise be relieved of any obligations obligations in this Section. entitled by domicile or otherwise. (c) In the event of an legal proceeding as the result of such delay. Products as to which delivery is delayed Notwithstanding the above, Seller's infringement related between the Seller and Buyer relating to this Agreement, neither part may due to any cause within Buyer's control may be placed in storage by indemnification obligations shall be extinguished and relieved if Seller, claim the right to a trial by jury, and both parties waive any right they map Seller at Buyer's risk and expense and for Buyer's account. Orders at its discretion and at its own expense (a) procures for Buyer the right, have under applicable law or otherwise to a right to a ral by jury. Any action in process may be canceled only with Seller's written consent and at no additional expense to Buyer, to continue using the Product, (b) arising under this Agreement must be brought within one (1) year from the upon payment of Seller's cancellation charges. Orders in process replaces or modifies the Product so that it becomes non infringing, date that the cause of action arose. (d) The application to this Agreement of may not be changed except with Seller's written consent and upon provided the modification or replacement does not adversely affect the the U.N. Convention on Contracts for the International Sale of Goods is agreement by the parties as to an appropriate adjustment in the specifications of the Product; or (c) in the event (a) and (b) are not hereby expressly excluded. (e) In the event that any one or more provisions purchase price therefore. Credit will nor be allowed for products practical, refund to Buyer the amortized amounts paid by Buyer with contained herein shall be held by a court of competent jurisdiction to be returned without the prior written consent of Seller. respect thereto, based on a five (5) year amortization schedule. The invalid, illegal or unenforceable in any respect, the validity, legality and TITLE AND RISK OF LOSS Notwithstanding the trade terms foregoing indemnification provision stares Seller's entire liability to enforceability of the remaining provisions contained herein shall remain in indicated above and subject to Seller's right to stop delivery of Buyer for the claims described herein. full force and effect, unless the revision materially changes the bargain. (E) Products in transit, title to and risk of loss of the Products will pass INDEMNIFICATION BY BUYER Bever shall indemnify, defend Seller's failure to enforce, or Seller's waiver of a breach of, any provision to Buyer upon deliver' of possession of the Products by Seller to with competent and experienced counsel and hold harmless Seller, its contained herein shall not constitute a waiver of any ocher breach or of such the carrier; provided, however, chat tide to any software parent, subsidiaries, affiliates and divisions, and their respective provision. (g) Unless otherwise expressly stated on the Product or in the incorporated within or forming a part of the Products shall at all officers, directors, shareholders and employees, from and against any documentation accompanying the Product, the Product is intended for times remain with Seller or the licensor(s) thereof, as the case may be. and all damages, liabilities, actions, causes of action, suits, claims, research only and is not to be used for any other purpose, including without WARRANTY Seller warrants that the Products will operate or demands, losses, costs and expenses (including without limitation limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in perform substantially in conformance with Seller's published reasonable attorneys' fees and disbursements and court costs) to the vitro therapeutic uses, or any type of consumption by or application to specifications and be free from defects in material and extent arising from or in connection with (i) the negligence or willful humans or animals. (h) Buyer agrees that all pricing, discounts and technical workmanship, when subjected to normal, proper and intended misconduct of Buyer, its agents, employees, representatives or information that Seller provides to Buyer are the confidential and proprietary usage by property trained personnel, for the period of time set forth contractors; (ii) use of a Product in combination with equipment or information of Seller. Buyer agrees to (1) keep such information confidential in the product documentation, published specifications or package software not supplied by Seller where the Product itself would not be and not disclose such information to any third parry, and (2) use such inserts. If a period of time is not specified in Seller's product infringing; (iii) Seller's compliance with designs, specifications or information solely for Buyer's internal purposes and in connection with the documentation, published specifications or package inserts, the instructions supplied to Seller by Buyer; (iv) use of a Product in an Products supplied hereunder. Nothing herein shall restrict the use of warranty period shall be one (1) year from the date of shipment to application or environment for which it was not designed; or (v) information available to the general public (i) Any notice or communication Buyer for equipment and ninety (90) days for all other products (the modifications of a Product by anyone other than Seller without Seller's required or permitted hereunder shall be in writing and shall be deemed Varranry Period'). Seller agrees during the Warrant) Period, to prior written approval. received when personally delivered or three (3) business days after being sent repair or replace, at Seller's option, defective Products so as to cause SOFTWARE With respect to any software products incorporated in by certified mail, postage prepaid, to a parry at the address specified herein or at the same to operate in substantial conformance with said published or forming a part of the Products hereunder, Seller and Buyer intend such other address as either parry may from time to time designate to the ocher. specifications; provided that Buyer shall (a) promptl notify Seller in and agree that such software products are being licensed and not sold, ACCEPTABLE PAYDIENT METHODS: The Seller prefers to receive payment writing upon the discovery of any defect, which notice shall include and that the words "purchase "sell" or similar or derivative words are lira ACH or other electronic interface methods that directly exchange funds the product model and serial number (if applicable) and details of understood and agreed to mean "license and that the word `Buyer" between the Buyer's and Seller's bank accounts. The Seller also accepts checks the warranty mil claim; and (b) after Seller's review, Seller will provide or similar or derivative words are understood and agreed to mean mailed to one of its lockbox remittance locations. Although the Seller does accept Buyer with service data and /or a Return Material Authorization "licensee Notwithstanding anything to the contrary contained card payments at the time of purchase, it does not accept credit card nrained herein, payments after the point of sale. "RMA which may include biohazard decontamination TF BACKER procedures and other product specific handling instructions, then, if REMIT TO: INQUIRE AT: (800) 766 -7000 D- U- N -S -00- 432 -1519 Fisher Scientific ACCT# 440371 -001 4500 TURNBERRY DRIVE FEIN 23- 2942737 13551 COLLECTIONS CTR DR HANOVER PARK IL ORIGINAL INVOICE Part of Thermo Fisher Scientific 13551 IL 60133 60693 PLEASE REFER TO THIS INVOICE NUMBER ON YOUR REMITTANCE CUSTOMER PURCHASE ORDER NUMBER RELEASE NUMBER INV. DATE S12506 06/06/2011 0033213 ORDER NO. ACCOUNT NO. CSO F.O.B. ORDER ENTRY DATE I AGE I DUPLICATE H11399361 440371 -001 CHI SHIPPING POINT 05/19/2011 1 SOLD TO: SHIP TO: INVOICE TYPE: NOR FON CON THIS IS A ACCOUNTS PAYABLE CITY OF CARMEL PARTIAL CARMEL UTILITIES WASTEWATER TREATMENT PLT SHIPMENT s STE 110 9609 HAZEL DELL PKWY DUE: 07�06�2�11 760 3RD SW AVE INDIANAPOLIS IN 46280 -2935 CARMEL IN 46032 -7612 TERMS: NET 30 DAYS FROM INVOICE DATE. PAYABLE IN U.S. CURRENCY. �I"' lll�l" ����II�I�I�I' ��IIII�III� Visit: www.fishersci.com DESCRIPTION CATALOG QUANTITY UNIT PRICE AMOUNT NUMBER SHIPPED CALLER -TARA WASHINGTON PHONE- 317 571 -2634 SHIPMENT NBR: 005 FROM: CDC ON U6 /06/2011 BOD BTL 300ML 49 -72 24 /CS 02 926 29 1 CS 238.94 238.94 MERCHANDISE SUBTOTAL 238.94 SHIPPING 12.96 TOTAL INVOICE AMOUNT 251.90 FOR YOUR PROTECTION, OUR COMPANY DOE NOT ACCEPT CREDIT CA.RD NUMBERS VIA FA C OR EMAIL TELL US ABOUT YOUR RECENT CUSTOMER SERVICE EXPERIENCE BY C014PLETING A SHORT URVEY. THIS S1 OULD TAKE NO LONGER THAN THREE MINUTES. ENTER THE LINK INI O YOUR BROWSER AND ENTER THE PASSCODE )HOWN. http: /survey.medallia.com /fishersci PASSCODE: USA -PGH -CSI PLEASE USE REMIT TO ADDRESS ABOVE AND I CLUDE ACCT See reverse side for complete terms and conditions or visit hfto: /www.fishersli.com/wi)s /portal /CMSTATIC ?href= Footer /tandcsale.isi) PAST DUE BALANCES ARE SUBJECT TO A FINANCE CHARGE. THIS SHIPMENT WAS DELIVERED IN PERFECT CONDITION AND SIGNED FOR BY THE TRANSPORTATION COMPANY. CONSIGNORS RESPONSIBILITY CEASES UPON DELIVERY OF GOODS TO CARRIER. DO NOT ACCEPT SHIPMENT SHOWING EVIDENCE OF DAMAGE OR SHORTAGE UNTIL AGENT OF CARRIER ENDORSES NOTATION TO THIS EFFECT ON FACE OF TRANSPORTATION RECEIPT. WITHOUT THIS DOCUMENTARY EVIDENCE CLAIM CANNOT BE FILED. SELLER CERTIFIES THAT ALL GOODS (OR SERVICES) COVERED BY THIS INVOICE WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTIONS 6, 7, AND 12 OF THE FAIR LABOR STANDARDS ACTS OF 1938, AS AMENDED, AND OF THE REGULATIONS AND ORDERS OF THE UNITED STATES DEPARTMENT OF LABOR ISSUED UNDER SECTION 14 THEREOF. NO CREDIT WILL BE ALLOWED FOR MERCHANDISE RETURNED WITHOUT PRIOR AUTHORIZATION. THE PRICES SHOWN ON THIS INVOICE ARE NET OF DISCOUNTS PROVIDED AT THE TIME OF PURCHASE. SOME PRODUCTS MAY BE SUBJECT TO ADDITIONAL DISCOUNTS AGREED UPON BETWEEN THE PARTIES. 6662 13112 0 0 1319816 D0010OSDps007ZRMj 000187557 TERMS AND CONDITIONS OF SALE Unless otherwise expressly agreed in writing, all sales are subject to the following terms and conditions: GENERAL Fisher Scientific Company L.L.C. "Seller hereby applicable, Buyer may return the defective Products to Seller with all Seller or its licensor, as the case may be, retains all rights and interest in offers for sale to the buyer named on the face hereof "Buyer') the costs prepaid by Buyer. Replacement parts may be new or refurbished, software products provided hereunder. products fisted on the face hereof (the "Products' on the express at the election of Seller. All replaced parts shall become the property of Seller hereby grants to Buyer a royalty -free, non exclusive, condition that Buyer agrees to accept and be bound by the terms Seller. Shipment to Buyer of repaired or replacement Products shall be nontransferable license, without power to sublicense, to use software and conditions set forth herein. Any provisions contained in any made in accordance with the Delivery provisions of the Seller's Terms provided hereunder solely for Buyer's own internal business purposes on the document issued by Buyer are expressly rejected and if the terms and Conditions of Sale. Consumables are expressly excluded from this hardware products provided hereunder and to use the related documentation and conditions in this Agreement differ from the terms of Buyer's warranty. solely for Buyers own internal business purposes. This license terminates offer, this document shall be construed as a counter offer and shall Notwithstanding the foregoing, Products supplied by Seller that are when Buyers lawful possession of the hardware products provided not be effective as an acceptance of Buyer's document. Buyers obtained by Seller from an original manufacturer or third party supplier hereunder ceases, unless earlier terminated as provided herein. Buyer agrees receipt of Products or Sellers commencement of the services are not warranted by Seller, but Seller agrees to assign to Buyer any to hold in confidence and not to sell, transfer, license, loan or otherwise provided hereunder will constitute Buyer's acceptance of this warranty rights in such Product that Seller may have from the original make available in any form to third parties the software products and related Agreement. This is the complete and exclusive statement of the manufacturer or third party supplier, to the extent such assignment is documentation provided hereunder. Buyer may not disassemble, decompde contract between Seller and Buyer with respect to Buyers purchase allowed by such original manufacturer or third party- supplier. or reverse engineer, copy, modify, enhance or otherwise change or of the Products. No waiver, consent, modification, amendment or In no event shall Seller have any obligation to make repairs, supplement the software products provided hereunder without Seller's prior change of the terms contained herein shall be binding unless in replacements or corrections required, in whole or in part, as the result written consent. Seller will be entided to terminate this license if Buyer fails writing and signed by Seller and Buyer. Seller's failure to object to of (i) normal wear and rear, (ii) accident, disaster or event of force to comply with any term or condition herein. Buyer agrees, upon termination terms contained in any subsequent communication from Buyer will majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the of this license, immediately to return to Seller all software products and not be a waiver or modification of the terms set forth herein. All Products in a manner for which they were not designed, (v) causes related documentation provided hereunder and all copies and portions orders are subject to acceptance in writing by an authorized external to the Products such as, but not limited to, power failure or thereof. representative of Seller. electrical power surges, (vi) improper storage and handling of the Certain of the software products provided by Seller may be owned by one PRICE All prices published by Seller or quoted by Sellers Products or (vii) use of the Products in combination with equipment or or more thud parties and licensed to Seller. Accordingly, Seller and Buyer representatives may be changed at any time without notice. All software not supplied by Seller. If Seller determines that Products for agree that such third parties retain ownership of and tide to such software prices quoted by Seller or Sellers representatives are valid for thirty which Buyer has requested warranty services are not covered by the products. The warranty and indemnification provisions set forth herein shall (30) days, unless otherwise stated in writing. All prices for the warranty hereunder, Buyer shall pay or reimburse Seller for all costs of not apply to software products owned by thud parties and provided Products will be as specified by Seller or, if no price has been investigating and responding to such request at Seller's then prevailing hereunder. specified or quoted, will be Seller's price in effect at the time of time and materials rates. If Seller provides repair services or LIMITATION OF LIABILITY Notwithstanding anything to the contrary shipment. All prices are subject to adjustment on account of replacement parts that are not covered by this warranty, Buyer shall pay contained herein, the liability of Seller under these terms and conditions specifications, quantities, raw materials, cost of production, Seller therefore at Seller's then prevailing time and materials rates. Any (whether by reason of breach of contract, tort, indemnification, or otherwise, shipment arrangements or other terms or conditions which are not installation, maintenance, repair, service, relocation or alteration to or but excluding liability of Seller for breach of warruuy (the sole remedy for part of Seller's original price quotation. of, or other tampering with, the Products performed by any person or which shall be as provided under WARRANTY above)) shall not exceed an TAXES AND OTHER CHARGES Prices for the Products entity other than Seller without Seller's prior written approval, or any amount equal to the lesser of (a) the total purchase price theretofore paid by exclude all sales, value added and other taxes and duties imposed use of replacement parts not supplied by Seller, shall immediately void Buyer to Seller with respect to the Product(s) giving rise to such liability or with respect to the sale, delivery, or use of any Products covered and cancel all warranties with respect to the affected Products. (b) one million dollars ($1,000,000). Notwithstanding anything to the hereby, all of which taxes and duties must be paid by Buyer. If The obligations created by this warranty statement to repair or contrary contained herein, in no event shall Seller be liable for any indirect Buyer claims any exemption, Buyer must provide a valid, signed replace a defective Product shall be the sole remedy of Buyer in the special, consequential or incidental damages (including without limitation certificate or letter of exemption for each respective jurisdiction. event of a defective Product. Except as expressly provided in this damages for loss of use of facilities or equipment, loss of revenue, loss of TERMS OF PAYMENT Seller may invoice Buyer upon shipment warranty statement, Seller disclaims all ocher warranties, whether data, loss of profits or loss of goodwill), regardless of whether Seller (a) has for the price and all other charges payable by Buyer in accordance express or implied, oral or written, with respect to the Products, been informed of the possibility of such damages or (b) is negligent. with the terms on the face hereof. If no payment terms are stated including without limitation all implied warranties of merchantability or EXPORT RESTRICTIONS Buyer acknowledges that each Product and any on the face hereof, payment shall be net thirty (30) days from the fimess for any particular purpose. Seller does not warrant that the related software and technology, including technical information supplied by date of invoice. If Buyer fails to pay any amounts when due, Buyer Products are error -free or will accomplish any particular result. Seller or contained in documents (collectively "Items is subject to export shall pay Seller interest thereon at a periodic rate of one and one- INDEMNIFICATION BY SELLER Seller agrees to indemnify, controls of the U.S. government. The export controls may include, but are half percent (1.5 per month (or, if lower, the highest rate defend and save Buyer, its officers, directors, and employees from and not limited to, those of the Export Administration Regulations of the U.S. permitted by law), together with all costs and expenses (including agafnsr any and all damages, liabilities, actions, causes of action, suits, Department of Commerce (the "FAR'), which may restrict or require without limitation reasonable attorneys' fees and disbursements and claims, demands, losses, costs and expenses (including without licenses for the export of Items from the United States and their re- export court costs) incurred by Seller in collecting such overdue amounts limitation reasonable attorney's fees) "Indemnified Items for (i) from other countries. Buyer shall comply with the EAR and all other or otherwise enforcing Seller's rights hereunder. Seller reserves the injury to or death of persons or damage to property to the extent applicable laws, regulations, laws, treaties, and agreements relating to the right to require from Buyer full or partial payment in advance, or caused by the negligence or willful misconduct of Seller, its employees, export, re- export, and import of any Item. Buyer shall not, without first other security that is satisfactory to Seller, at any time that Seller agents or representatives or contractors in connection with the obtaining the required license to do so from the appropriate U.S. believes in good faith that Buyers financial condition does not performance of services at Buyers premises under this Agreement and government agency; (i) export or re- export any Item, or (i) export, re- export, justify the terms of payment specified. All payments shall be made (il) claims that a Product infringes any valid United States patent, distribute or supply any Item to any restricted or embargoed country or to a in U.S. Dollars. copyright or trade secret; provided, however, Seller shall have no person or entity whose privilege to participate in exports has been denied or DELIVERY• CANCELLATION OR CHANGES BY BUYER liability under this Section to the extent any such Indemnified Items are restricted by the U.S. government. Buyer shall cooperate frilly with Seller in The Products will be shipped to the destination specified by Buyer, caused by either (i) the negligence or willful misconduct of Buyer, its any official or unofficial audit or inspection related to applicable export or F.O.B. Seller's shipping point. Seller will have the right, at its employees, agents or representatives or contractors, (i) by any thud import control laws or regulations, and shall indemnify and hold Seller election, to make partial shipments of the Products and to invoice party, (iii) use of a Product in combination with equipment or software harmless from, or in connection with, any violation of this Section by Buyer each shipment separately. Seller reserves the right to stop delivery of not supplied by Seller where the Product would not itself be infringing, or its employees, consultants, agents, or customers. Products in transit and to withhold shipments in whole or in part if (iv) compliance with Buyer's designs, specifications or instructions, (v) bfIS .LANFO 'S (a) Buyer may not delegate any duties nor assign any Buyer fails to make any payment to Seller when due or otherwise use of the Product in an application or environment for which it was rights or claims hereunder without Sellers prior written consent, and any fails to perform its obligations hereunder. All shipping dates are not designed or (vi) modifications of the Product by anyone other than such attempted delegation or assignment shall be void. (b) The rights and approximate only, and Seller will not be liable for any loss or Seller without Sellers prior written approval. Buyer shall provide Seller obligations of the parties hereunder shall be governed by and construed in damage resulting from any delay in delivery or failure to deliver prompt written notice of any thud party claim covered by Seller's accordance with the laws of the Commonwealth of Pennsylvania, without which is due to any cause beyond Seller's reasonable control In the indemnification obligations hereunder. Seller shall have the right to reference to its choice of law provisions. Each party hereby irrevocably event of a delay due many cause beyond Seller's reasonable control, assume exclusive control of the defense of such claim or, at the option consents to the exclusive jurisdiction of the state and federal courts located Seller reserves the right to terminate the order or to reschedule the of the Seller, to settle the same. Buyer agrees to cooperate reasonably in Allegheny County, Pennsylvania, USA, in any action arising out of or shipment within a reasonable period of time, and Buyer will not be with the Seller in connection with the performance by Seller of its relating to this Agreement and waives any other venue to which it may be entitled to refuse delivery or otherwise be relieved of any obligations obligations in this Section. entitled by domicile or otherwise. (c) In the event of any legal proceeding as the result of such delay. Products as to which deliver- is delayed Notwithstanding the above, Seller's infringement related between the Seller and Buyer relating to this Agreement, neither parry may due to any cause within Buyer's control may be placed in storage by indemnification obligations shall be extinguished and relieved if Seller, claim the right to a trial by jury, and both parties waive any right they may Seller at Buyer's risk and expense and for Buyers account. Orders at its discretion and at its own expense (a) procures for Buyer the right, have under applicable law or otherwise to a right to a trial by jury. Any action in process may be canceled only with Seller's written consent and at no additional expense to Buyer, to continue using the Product, (b) arising trader this Agreement must be brought within one (1) year from the upon payment of Seller's cancellation charges. Orders in process replaces or modifies the Product so that it becomes non infringing, date that the cause of action arose. (d) The application to this Agreement of may not be changed except with Seller's written consent and upon provided the modification or replacement does not adversely affect the the U.N. Convention on Contracts for the International Sale of Goods is agreement by the parties as to an appropriate adjustment in the specifications of the Product, or (c) in the event (a) and (b) are not hereby expressly excluded. (e) In the event that any one or more provisions purchase price therefore. Credit will not be allowed for Products practical, refund to Buyer the amortized amounts paid by Buyer with contained herein shall be held by a court of competent jurisdiction to be returned without the prior written consent of Seller. respect thereto, based on a five (5) year amortization schedule. The invalid, illegal or unenforceable in any respect, the validity-, legality- and TITLE AND RISK OF LOSS Notwithstanding the trade terms foregoing indemnification provision states Sellers entire liability to enforceability of the remaining provisions contained herein shall remain in indicated above and subject to Seller's right to stop delivery of Buyer for the claims described herein. full force and effect, unless the revision materially changes the bargain. (f) Products in transit, tide to and risk of loss of the Products will pass INDEMNIFICATION BY BUYER Buyer shall indemnify, defend Seller's failure to enforce, or Seller's waiver of a breach of, any provision to Buyer upon deliver of possession of the Products by Seller to with competent and experienced counsel and hold harmless Seller, its contained herein shall not constitute a waiver of any other breach or of such the carrier; provided, however, that title to any software parent, subsidiaries, affiliates and divisions, and their respective provision. (g) Unless otherwise expressly stated on the Product or in the incorporated witbin or forming a part of the Products shall at all officers, directors, shareholders and employees, from and against any documentation accompanying the Product, the Product is intended for times remain with Seller or the licensor(s) thereof, as the case may be. and all damages, liabilities, actions, causes of action, suits, claims, research only and is not to be used for any other purpose, including without WARRANTY Seller warrants that the Products will operate or demands, losses, costs and expenses (including without limitation limitation, unauthorized commercial uses, in vitro diagnostic uses, a vivo or in perform substantially in conformance with Seller's published reasonable attorneys' fees and disbursements and court costs) to the rivo therapeutic uses, or any type of consumption by or application to specifications and be free from defects in material and extent arising from or in connection with (i) the negligence or willful humans or animals. (h) Buyer agrees that all pricing, discounts and technical workmanship, when subjected to normal, proper and intended misconduct of Buyer, its agents, employees, representatives or information that Seller provides to Buyer are the confidential and proprietary usage by property trained personnel, for the period of time set forth contractors; (ii) use of a Product in combination with equipment or information of Seller. Buyer agrees to (1) keep such information confidential in the product documentation, published specifications or package software not supplied by Seller where the Product itself would not be and not disclose such information to any third party, and (2) use such inserts. If a period of time is not specified in Seller's product infringing; (iii) Seller's compliance with designs, specifications or information solely for Buyer's internal purposes and in connection with the documentation, published specifications or package inserts, the instructions supplied to Seller by Buyer; (iv) use of a Product in an Products supplied hereunder. Nothing herein shall restrict the use of warranty- period shall be one (1) year from the date of shipment to application or environment for which it was not designed; or (v) information available to the general public (i) Any notice or communication Buyer for equipment and ninety (90) days for all other products (the modifications of a Product by anyone other than Seller without Seller's required or permitted hereunder shall be in writing and shall be deemed "Warranty Period Seller agrees during the Warranty Period, to prior written approval. received when personally delivered or three (3) business days after being sent repair or replace, at Seller's option, defective Products so as to cause SOFTWARE With respect to any software products incorporated in by certified mail, postage prepaid, to a parry at the address specified herein or at the same to operate in substantial conformance with said published or forming a part of the Products hereunder, Seller and Buyer intend such other address as either party may from time to time designate to the other. specifications; provided that Buyer shall (a) promptl notify Seller in and agree that such software products are being licensed and not sold, ACCEPTABLE PAYMENT METHODS The Seller prefers to receive payment writing upon the discovery of any defect, which notice shall include and that the words "purchase "sell" or similar or derivative words are via ACH or other electronic interface methods that directly exchange funds the product model and serial number (if applicable) and details of understood and agreed to mean "license and that the word "Buyer" between the Buyer's and Seller's bank accounts. The Seller also accepts checks the warranty claim; and (b) after Seller's review, Seller will provide or similar or derivative words are understood and agreed to mean mailed to one of its lockbox remittance locations. Although the Seller does accept Buyer with service data and /or a Return Material card payments at the time of purchase, it does not accept credir card Material Authorization "licensee Notwithstanding anything to the contrary contained herein, payments after the point of sale. "RrMA which may include biohazard decontamination procedures and other product specific handling instructions, then, if TF- BACKER REMIT TO: INQUIRE AT: (800) 766 -7000 D- U- N -S -00 -432 -1519 Fisher Scientific ACCT# 440371 -001 4500 TURNBERRY DRIVE FEIN 23- 2942737 13551 COLLECTIONS CTR DR HANOVER PARK IL ORIGINAL INVOICE Part of Thermo Fisher Scientific 13551 IL 60133 60693 PLEASE REFER TO THIS INVOICE NUMBER ON YOUR REMITTANCE CUSTOMER PURCHASE ORDER NUMBER RELEASE NUMBER INV. DATE S12506 05/24/2011 7110032 ORDER NO. ACCOUNT NO. CSO F.O.B. ORDER ENTRY DATE I PAGE I DUPLICATE H11399361 440371 -001 CHI SHIPPING POINT 05/19/2011 1 SOLD TO: SHIP TO: INVOICE TYPE: NOR FON CON THIS 1S A ACCOUNTS PAYABLE CITY OF CARMEL PARTIAL ❑X w CARMEL UTILITIES WASTEWATER TREATMENT PLT SHIPMENT STE 110 9609 HAZEL DELL PKWY DUE: 06/23/2011 760 3RD SW AVE INDIANAPOLIS IN 46280 -2935 CARMEL IN 46032 -7612 TERMS: NET 30 DAYS FROM INVOICE DATE. PAYABLE IN U.S. CURRENCY. �I"' lll�l" ll' I� I' ��IIII�III� 'I'I'll��lllll�lllllll'll�l�� Visit: www.fishersci.com DESCRIPTION CATALOG QUANTITY UNIT PRICE AMOUNT NUMBER SHIPPED CALLER -TARA WASHINGTON PHONE- 317- 571 -2634 SHIPMENT NBR: 004 FROM: CDC ON 05/24/2011 PIPET VOLUMETRIC CLASS A 15ML 13 650 2M 2 EA 13.99 27.98 MERCHANDISE SUBTOTAL 27.98 SHIPPING 12.45 TOTAL INVOICE AMOUNT 40.43 FOR YOUR PROTECTION, OUR COMPANY DOEZC NOT ACCEPT CREDIT CAkD NUMBERS VIA FAC OR EMAIL TELL US ABOUT YOUR RECENT CUSTOMER SEI VICE EXPERIENCE BY CO 4PLETING A SHORT 3URVEY. THIS SI OULD TAKE NO LONG R THAN THREE MINUTES. ENTER THE LINK IN O YOUR BROWSER AND EN ER THE PASSCODE 3HOWN. http: /survey.medallia.com /fishersci PASSCODE: USA- PGH -CS1 PLEASE USE REMIT TO ADDRESS ABOVE AND INCLUDE ACCT See reverse side for complete terms and conditions or visit htti): /www.fishersci.com /wps /portal /CMSTATIC ?href= Footer /tandcsale.'sp PAST DUE BALANCES ARE SUBJECT TO A FINANCE CHARGE. THIS SHIPMENT WAS DELIVERED IN PERFECT CONDITION AND SIGNED FOR BY THE TRANSPORTATION COMPANY. CONSIGNORS RESPONSIBILITY CEASES UPON DELIVERY OF GOODS TO CARRIER. DO NOT ACCEPT SHIPMENT SHOWING EVIDENCE OF DAMAGE OR SHORTAGE UNTIL AGENT OF CARRIER ENDORSES NOTATION TO THIS EFFECT ON FACE OF TRANSPORTATION RECEIPT. WITHOUT THIS DOCUMENTARY EVIDENCE CLAIM CANNOT BE FILED. SELLER CERTIFIES THAT ALL GOODS (OR SERVICES) COVERED BY THIS INVOICE WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTIONS 6, 7, AND 12 OF THE FAIR LABOR STANDARDS ACTS OF 1938, AS AMENDED, AND OF THE REGULATIONS AND ORDERS OF THE UNITED STATES DEPARTMENT OF LABOR ISSUED UNDER SECTION 14 THEREOF. NO CREDIT WILL BE ALLOWED FOR MERCHANDISE RETURNED WITHOUT PRIOR AUTHORIZATION. THE PRICES SHOWN ON THIS INVOICE ARE NET OF DISCOUNTS PROVIDED AT THE TIME OF PURCHASE. SOME PRODUCTS MAY BE SUBJECT TO ADDITIONAL DISCOUNTS AGREED UPON BETWEEN THE PARTIES. 5556 9830 0 0 1318686 700100QIny0041 rba 000187556 TERMS AND CONDITIONS OF SALE Unless otherwise expressly agreed in writing, all sales are subject to the following terms and conditions: GENERAL Fisher Scientific Company L.L.C. "Seller hereby applicable, Buyer may return the defective Products to Seller with all Setter or its licensor, as the case may be, retains all rights and interest in offers for sale to the buyer named on the face hereof (`Buyer') the costs prepaid by Buyer. Replacement parts may be new or refurbished, software products provided hereunder. products listed on the face hereof (the "Products on the express at the election of Seller. All replaced parts shall become the property of Seller hereby grants to Buyer a royalty-free, non exclusive, condition that Buyer agrees to accept and be bound by the terms Seller. Shipment to Buyer of repaired or replacement Products shall be nontransferable license, without power to sublicense, to use software and conditions set forth herein. Any provisions contained in any made in accordance with the Delivery provisions of the Seller's Terms provided hereunder solely for Buyer's own internal business purposes on the document issued by Buyer are expressly rejected and if the terms and Conditions of Sale. Consumables are expressly excluded from this hardware products provided hereunder and to use the related documentation and conditions in this Agreement differ from the terms of Buyer's warranty. solely for Buyer's own internal business purposes. This license terminates offer, this document shall be construed as a counter offer and shall Notwithstanding the foregoing, Products supplied by Seller that are when Buyer's lawful possession of the hardware products provided not be effective as an acceptance of Buyer's document. Buyer's obtained by Seller from an original manufacturer or third party supplier hereunder ceases, unless earlier terminated as provided herein. Buyer agrees receipt of Products or Seller's commencement of the services are not warranted by Seller, but Seller agrees to assign to Buyer any to hold in confidence and not to sell, transfer, license, loan or otherwise provided hereunder will constitute Buyer's acceptance of this warranty rights in such Product that Seller may have from the original make available in any form to third parties the software products and related Agreement. This is the complete and exclusive statement of the manufacturer or third party supplier, to the extent such assignment is documentation provided hereunder. Buyer may not disassemble, decompile contract between Seller and Buyer with respect to Buyer's purchase allowed by such original manufacturer or third party supplier. or reverse engineer, copy, modify, enhance or otherwise change or of the Products. No waiver, consent, modification, amendment or In no event shall Seller have any obligation to make repairs, supplement the software products provided hereunder without Seller's prior change of the terms contained herein shall be binding unless in replacements or corrections required, in whole or in part, as the result written consent. Seller will be entitled to terminate this license if Buyer fails writing and signed by Seller and Buyer. Seller's failure to object to of (i) normal wear and tear, (ii) accident, disaster or event of force to comply with any term or condition herein. Buyer agrees, upon termination terms contained in any subsequent communication from Buyer will majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the of this license, immediately to return to Seller all software products and not be a waiver or modification of the terms set forth herein. All Products in a manner for which they were not designed, (v) causes related documentation provided hereunder and all copies and portions orders are subject to acceptance in writing by an authorized external to the Products such as, but not limited to, power failure or thereof. representative of Seller, electrical power surges, (vi) improper storage and handling of the Certain of the software products provided by Seller may be owned by one PRICE All prices published by Seller or quoted by Seller's Products or (vii) use of the Products in combination with equipment or or more thud parries and licensed to Seller. Accordingly, Seller and Buyer representatives may be changed at any time without notice. All software not supplied by Seller. If Seller determines that Products for agree that such turd parties retain ownership of and tide to such software prices quoted by Seller or Seller's representatives are valid for thirty which Buyer has requested warranty services are not covered by the products. The warranty and indemnification provisions set forth herein shall (30) days, unless otherwise stated in writing. All prices for the warrant hereunder, Buyer shall pay or reimburse Seller for all costs of not apply to software products owned by thud parries and provided Products will be as specified by Seller or, if no price has been investigating and responding to such request at Seller's then prevailing hereunder. specified or quoted, will be Seller's price in effect at the time of time and materials rates. If Seller provides repair services or LIMITATION OF LIABILITY Notwithstanding anything to the contrary- shipment. All prices are subject to adjustment on account of replacement parrs that are not covered by this warrant, Buyer shall pay contained herein, the liability of Seller under these terms and conditions specifications, quantities, raw materials, cost of production, Seller therefore at Seller's then prevailing time and materials rates. Any (whether by reason of breach of contract, tort, indemnification, or otherwise, shipment arrangements or other terms or conditions which are not installation, maintenance, repair, service, relocation or alteration to or but excluding liability of Seller for breach of warranty (the sole remedy for pan of Seller's original price quotation. of, or other tampering with, the Products performed by any person or which shall be as provided under WARRANTY above)) shall not exceed an TARES AND OTHER CHARGES Prices for the Products entity other than Seller without Seller's prior written approval, or any amount equal to the lesser of (a) the total purchase price theretofore paid be exclude all sales, value added and other taxes and dunes imposed use of replacement parts not supplied by Seller, shall immediately void Buyer to Seller with respect to the Product(s) giving rise to such liability or with respect to the sale, delivery, or use of ant. Products covered and cancel all warranties with respect to the affected Products. (b) one million dollars ($1,000,000). Notwithstanding anything to the hereby, all of which taxes and duties must be paid by Buyer. If The obligations created by this warranty statement to repair or contrary contained herein, in no event shall Seller be liable for any indirect, Buyer claims any exemption, Buyer must provide a valid, signed replace a defective Product shall be the sole remedy of Buyer in the special, consequential or incidental damages (including without limitation certificate or letter of exemption for each respective jurisdiction. event of a defective Product. Except as expressly provided in this damages for loss of use of facilities or equipment, loss of revenue, loss of TERNIS OF PAYMENT Seller may invoice Buyer upon shipment warranty statement, Seller disclaims all other warranties, whether data, loss of profits or loss of goodwill), regardless of whether Seller (a) has for the price and all other charges payable by Buyer in accordance express or implied, oral or written, with respect to the Products, been informed of the possibility of such damages or (b) is negligent. with the terms on the face hereof. If no payment terms are stated including without limitation all implied warranties of merchantability or EXPORT RESTRICTIONS Buyer acknowledges that each Product and an on the face hereof, payment shall be net thin (30) days from the fitness for any particular purpose. Seller does not warrant that the related software and technology, including technical information supplied by date of invoice. If Buyer fails to pay any amounts when due, Buyer Products are error -free or will accomplish any particular result. Seller or contained in documents (collectively "Items is subject to export shall pay Seller interest thereon at a periodic rate of one and one- INDEMNIFICATION BY SELLER Seller agrees to indemnify, controls of the U.S. government. The export controls may include, but are half percent (1.5 per month (or, if lower, the highest rate defend and save Buyer, its officers, directors, and employees from and not limited to, those of the Export Administration Regulations of the U.S. permitted by law), together with all costs and expenses (including against any and all damages, liabilities, actions, causes of action, suits, Department of Commerce (the "EAR which may restrict or require without limitation reasonable attorneys' fees and disbursements and claims, demands, losses, costs and expenses (including without licenses for the export of Items from the United States and their re- export court costs) incurred by Seller in collecting such overdue amounts limitation reasonable attorney's fees) "Indemnified Items for (i) from other countries. Buyer shall comply with the EAR and all other or otherwise enforcing Seller's rights hereunder. Seller reserves the injury to or death of persons or damage to property to the extent applicable laws, regulations, laws, treaties, and agreements relating to the right to require from Buyer full or partial payment in advance, or caused by the negligence or willful misconduct of Seller, its employees, export, re- export, and import of any Item. Buyer shall not, without first other security that is satisfactory to Seller, at any time that Seller agents or representatives or contractors in connection with the obtaining the required license to do so from the appropriate U.S. believes in good faith that Buyer's financial condition does not performance of services at Buyer's premises under this Agreement and government agency; (i) export or re -export any Item, or (ii) export, re- expon, justify the terms of payment specified. All payments shall be made (ii) claims that a Product infringes any valid United Stares patent, distribute or supply any Item to any restricted or embargoed country or to a in U.S. Dollars. copyright or trade secret; provided, however, Seller shall have no person or entity whose privilege to participate in exports has been denied or DELIVERY: CANCELLATION OR CHANGES BY BUYER liability under this Section to the extent any such Indemnified Items are restricted by the U.S. government. Buyer shall cooperate fully with Seller in The Products will be shipped to the destination specified by Buyer, caused by either (i) the negligence or willful misconduct of Buyer, its my official or unofficial audit or inspection related to applicable export or F.O.B. Seller's shipping point. Seller will have the right, at its employees, agents or representatives or contractors, (ii) by any third import control laws or regulations, and shall indemnify and hold Seller election, to make partial shipments of the Products and to invoice part-, (iii) use of a Product in combination with equipment or software harmless from, or in connection with, any violation of this Section by Buyer each shipment separately. Seller reserves the right to stop delivery of not supplied by Seller where the Product would not itself be infringing, or its employees, consultants, agents, or customers. Products in transit and to withhold shipments in whole or in part if (iv) compliance with Buyer's designs, specifications or instructions, (v) NfISCELLANEOUS (a) Buyer may not delegate my duties nor assign any Buyer fails to make any payment to Seller when due or otherwise use of the Product in an application or environment for which it was rights or claims hereunder without Seller's prior written consent, and any Us to perform its obligations hereunder. All shipping dates are not designed or (vi) modifications of the Product by anyone other than such attempted delegation or assignment shall be void. (b) The rights and approximate only, and Seller will not be liable for any loss or Seller without Seller's prior written approval. Buyer shall provide Seller obligations of the parties hereunder shall be governed by and construed in damage resulting from any delay in delivery or failure to deliver prompt written notice of any third party claim covered by Seller's accordance with the laws of the Commonwealth of Pennsylvania, without which is due to any cause beyond Seller's reasonable control. In the indemnification obligations hereunder. Seller shall have the right to reference to its choice of law provisions. Each party hereby irrevocably event of a delay due to any cause beyond Seller's reasonable control, assume exclusive control of the defense of such claim or, at the option consents to the exclusive jurisdiction of the state and federal courts located Seller reserves the right to terminate the order or to reschedule the of the Seller, to settle the same. Buyer agrees to cooperate reasonably in Allegheny Count-, Pennsylvania, USA, in any action arising out of or shipment within a reasonable period of time, and Buyer will not be with the Seller in connection with the performance by Seller of its relating to this Agreement and waives any other venue to which it may be entitled to refuse delivery or otherwise be relieved of any obligations obligations in this Section. entitled by domicile or otherwise. (c) In the event of any legal proceeding as the result of such delay. Products as to which delivery is delayed Notwithstanding the above, Seller's infringement related between the Seller and Buyer relating to this Agreement, neither parr' may due to any cause within Buyer's control may be placed in storage by indemnification obligations shall be extinguished and relieved if Seller, claim the right to a trial by jury, and both parties waive any right they may Seller at Buyer's risk and expense and for Buyer's account. Orders at its discretion and at its own expense (a) procures for Buyer the right, have under applicable law or otherwise to a right to a trial by jury. Any action in process may be canceled only with Seller's written consent and at no additional expense to Buyer, to continue using the Product; (b) arising under this Agreement must be brought within one (1) year from the upon payment of Seller's cancellation charges. Orders in process replaces or modifies the Product so that it becomes non infringing, date that the cause of action arose. (d) The application to this Agreement of may not be changed except with Seller's written consent and upon provided the modification or replacement does not adversely affect the the U.N. Convention on Contracts for the International Sale of Goods is agreement by the parties as to an appropriate adjustment in the specifications of the Product; or (c) in the event (a) and (b) are not hereby expressly excluded. (e) In the event that any one or more provisions purchase price therefore. Credit will not be allowed for Products practical, refund to Buyer the amortized amounts paid by Buyer with contained herein shall be held by a court of competent jurisdiction to be returned without the prior written consent of Seller. respect thereto, based on a five (5) year amortization schedule. The invalid, illegal or unenforceable in any respect, the validity, legahry and TITLE AND RISK OF LOSS Notwithstanding the trade terms foregoing indemnification provision states Seller's entire liability to enforceability of the remaining provisions contained herein shall remain in indicated above and subject to Seller's right to stop delivery of Buyer for the claims described herein. full force and effect, unless the revision materially changes the bargain. (f) Products in transit, title to and risk of loss of the Products will pass INDEMNIFICATION BY BUYER Buyer shall indemnify, defend Seller's failure to enforce, or Seller's waiver of a breach of, any provision to Buyer upon delivery of possession of the Products by Seller to with competent and experienced counsel and hold harmless Seller, its contained herein shall not constitute a waiver of any other breach or of such the carrier; provided, however, that ride to any software parent, subsidiaries, affiliates and divisions, and their respective provision. (g) Unless otherwise expressly stated on the Product or in the incorporated within or forming a part of the Products shall at all officers, directors, shareholders and employees, from and against any documentation accompanying the Product, the Product is intended for times remain with Seller or the licensor(s) thereof, as the case may be, and all damages, liabilities, actions, causes of action, suits, claims, research only and is not to be used for any other purpose, including without WARRANTY Seller warrants that the Products will operate or demands, losses, costs and expenses (including without limitation Imitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in perform substantially in conformance with Seller's published reasonable attorneys' fees and disbursements and court costs) to the vivo therapeutic uses, or any type of consumption by or application to specifications and be free from defects in material and extent arising from or in connection with (i) the negligence or willful humans or animals. (h) Buyer agrees that all pricing, discounts and technical workmanship, when subjected to normal, proper and intended misconduct of Buyer, its agents, employees, representatives or information that Seller provides to Buyer are the confidential and proprietary usage by properly trained personnel, for the period of time set forth contractors; (u) use of a Product in combination with equipment or information of Seller. Buyer agrees to (1) keep such information confidential in the product documentation, published specifications or package software not supplied by Seller where the Product itself would not be and not disclose such information to any third parry, and (2) use such inserts. If a period of time is nor specified in Seller's product infringing; (in) Seller's compliance with designs, specifications or information solely for Buyer's internal purposes and in connection with the documentation, published specifications or package inserts, the instructions supplied to Seller by Buyer; (iv) use of a Product in an Products supplied hereunder. Nothing herein shall restrict the use of warranty period shall be one (1) year from the date of shipment to application or environment for which it was not designed; or (v) information available to the general public (i) Any notice or communication Buyer for equipment and ninety (90) days for all other products (the modifications of a Product by anyone other than Seller without Sellers required or permitted hereunder shall be in writing and shall be deemed "Warranty Period Seller agrees during the Warranty Period, to prior written approval. received when personally delivered or three (3) business days after being sent repair or replace, at Seller's option, defective Products so as to cause SOFTWARE With respect to any software products incorporated in by certified mail, postage prepaid, to a party at the address specified herein or at the same to operate in substantial conformance with said published or forming a part of the Products hereunder, Seller and Buyer intend such other address as either party may from time to time designate to the other. specifications; provided that Buyer shall (a) promptly notify Seller in and agree that such software products are being licensed and not sold, ACCEPTABLE PAYMENT METHODS: The Seller prefers to receive payment writing upon the discovery of any defect, which notice shall include and that the words "purchase "sell" or similar or derivative words are via ACH or other electronic interface methods that directly exchange funds the product model and serial number (if applicable) and details of understood and agreed to mean "license and that the word "Buyer" between the Buyer's and Seller's bank accounts. The Seller also accepts checks mailed to one of its lockbox retntttance locations. Although the Seller does accept the warranty claim; and (b) after Seller's review, Seller will provide or similar or derivative words are understood and agreed to mean credit card payments at the time of purchase, it does not accept credit card Buver with service data and /or a Return Material Authorization "licensee Notwithstanding anything to the contrary contained herein, payments after the point of sale. which may include biohazard decontamination procedures and other product- specific handling instructions, then, if TF- BACKER REMIT TO: INQUIRE AT: (800) 766 -7000 D- U- N -S -00- 432 -1519 Fisher Scientific ACCT# 440371 -001 4500 TURNBERRY DRIVE FEIN 23- 2942737 13551 COLLECTIONS CTR DR HANOVER PARK IL ORIGINAL INVOICE Part of Thermo Fisher Scientific CHICAGO IL 60133 60693 PLEASE REFER TO THIS INVOICE NUMBER ON YOUR REMITTANCE CUSTOMER PURCHASE ORDER NUMBER RELEASE NUMBER INV. DATE S12550 06/08/2011 0345591 ORDER NO. ACCOUNT NO. CSO F.O.B. ORDER ENTRY DATE PAGE I DUPLICATE H11535700 440371 -001 CHI SHIPPING POINT 06/02/2011 1 SOLD TO: SHIP TO: INVOICE TYPE: NOR FON CON THIS IS A ACCOUNTS PAYABLE CITY OF CARMEL PARTIAL. CARMEL UTILITIES WASTEWATER TREATMENT PLT SHIPMENT STE 110 9609 HAZEL DELL PKWY DUE: 07�08�2011 760 3RD SW AVE INDIANAPOLIS IN 46280 -2935 CARMEL IN 46032 -7612 TERMS: NET 30 DAYS FROM INVOICE DATE. PAYABLE IN U.S. CURRENCY. �I"' ll l� l ��IIII�III� 'I'I'll��lllll�lllllll'll�l�� Visit: www.fishersci.com DESCRIPTION CATALOG QUANTITY UNIT PRICE AMOUNT NUMBER SHIPPED CALLER -TARA WASHINGTON PHONE- 317 571 -2634 EXT 211 SHIPMENT NBR: 001 FROM: VND ON 06/07/2011 PH METER 9107BNMD EPDXY TRIODE 13 650 139 1 EA 484.05 484.05 RUSH SHPMT AUTHORIZATION TARA WASHINGTO MERCHANDISE SUBTOTAL 484.05 DIRECT SHIPMENT CHARGE 45.98 TOTAL INVOICE AMOUNT 530.03 FOR YOUR PROTECTION, OUR COMPANY DOE NOT ACCEPT CREDIT CARD NUMBERS VIA F OR EMAIL TELL US ABOUT YOUR RECENT CUSTOMER SERVICE EXPERIENCE BY CO PLETING A SHORT URVEY. THIS Sl OULD TAKE NO LONG ?,R THAN THREE MINUTES. ENTER THE LINK INI O YOUR BROWSER AND ENTER THE PASSCODE 31HOWN. http: /survey.medallia.com /fishersci PASSCODE: USA- PGH -CS1 PLEASE USE REMIT TO ADDRESS ABOVE AND I CLUDE ACCT See reverse side for complete terms and conditions or visit hfa: /www fishersci com /wos /portal /CMSTATIC ?href= Footer /tandcsale isp PAST DUE BALANCES ARE SUBJECT TO A FINANCE CHARGE. THIS SHIPMENT WAS DELIVERED IN PERFECT CONDITION AND SIGNED FOR BY THE TRANSPORTATION COMPANY. CONSIGNORS RESPONSIBILITY CEASES UPON DELIVERY OF GOODS TO CARRIER. DO NOT ACCEPT SHIPMENT SHOWING EVIDENCE OF DAMAGE OR SHORTAGE UNTIL AGENT OF CARRIER ENDORSES NOTATION TO THIS EFFECT ON FACE OF TRANSPORTATION RECEIPT. WITHOUT THIS DOCUMENTARY EVIDENCE CLAIM CANNOT BE FILED. SELLER CERTIFIES THAT ALL GOODS (OR SERVICES) COVERED BY THIS INVOICE WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTIONS 6, 7, AND 12 OF THE FAIR LABOR STANDARDS ACTS OF 1938, AS AMENDED, AND OF THE REGULATIONS AND ORDERS OF THE UNITED STATES DEPARTMENT OF LABOR ISSUED UNDER SECTION 14 THEREOF. NO CREDIT WILL BE ALLOWED FOR MERCHANDISE RETURNED WITHOUT PRIOR AUTHORIZATION. THE PRICES SHOWN ON THIS INVOICE ARE NET OF DISCOUNTS PROVIDED AT THE TIME OF PURCHASE. SOME PRODUCTS MAY BE SUBJECT TO ADDITIONAL DISCOUNTS AGREED UPON BETWEEN THE PARTIES. 7841 14907 0 0 1321037 G00100SwoM007tG1J 000187558 TERMS AND CONDITIONS OF SALE Unless otherwise expressly agreed in writing, all sales are subject to the following terms and conditions: GENERAL Fisher Scientific Company L.L.C. "Seller hereby applicable, Buyer may return the defective Products to Seller with all Seller or its licensor, as the case may be, retains all rights and interest in offers for sale to the buyer named on the face hereof "Buyer the costs prepaid by Buyer, Replacement parts may be new or refurbished, software products provided hereunder. products listed on the face hereof (the "Products on the express at the election of Seller. All replaced parts shall become the property of Seller hereby grants to Buyer a royalry-free, non exclusive, condition that Buyer agrees to accept and be bound by the terms Seller. Shipment to Buyer of repaired or replacement Products shall be nontransferable license, without power to sublicense, to use software and conditions set forth herein. Any provisions contained in any made in accordance with the Delivery provisions of the Seller's Terms provided hereunder solely for Buyer's own internal business purposes on the document issued by Buyer are expressly rejected and if the terms and Conditions of Sale. Consumables are expressly excluded from this hardware products provided hereunder and to use the related documentation and conditions in this Agreement differ from the terms of Buyer's warranty. solely for Buy'er's own internal business purposes. This license terminates offer, this document shall be construed as a counter offer and shall Notwithstanding the foregoing, Products supplied by Seller that are when Buyer's lawful possession of the hardware products provided not be effective as an acceptance of Buyer's document. Buyer's obtained by Seller from an original manufacturer or third parry supplier hereunder ceases, unless earlier terminated as provided herein. Buyer agrees receipt of Products or Seller's commencement of the services are not warranted by Seller, but Seller agrees to assign to Buyer any to hold in confidence and not to sell, transfer, license, loan or otherwise provided hereunder will constitute Buyer's acceptance of this warranty rights in such Product that Seller may have from the original make available in my form to third parties the software products and related Agreement. This is the complete and exclusive statement of the manufacturer or thud party supplier, to the extent such assignment is documentation provided hereunder. Buyer may not disassemble, decompile contract between Seller and Buyer with respect to Buyer's purchase allowed by such original manufacturer or third party supplier. or reverse engineer, copy, modify enhance or otherwise change or of the Products. No waiver, consent, modification, amendment or In no event shall Seller have any obligation to make repairs, supplement the software products provided hereunder without Seller's prior change of the terms contained herein shall be binding unless in replacements or corrections required, in whole or in part, as the result written consent. Seller will be entitled to terminate this license if Buyer fails writing and signed by Seller and Buyer. Seller's failure to object to of (i) normal wear and tear, (ii) accident, disaster or event of force to comply with an y term or condition herein. Buyer agrees, upon termination terms contained in any subsequent communication from Buyer will majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the of this license, immediately to return to Seller all software products and not be a waiver or modification of the terms set forth herein. All Products in a manner for which they were not designed, (v) causes related documentation provided hereunder and all copies and portions orders are subject to acceptance in writing by an authorized external to the Products such as, but not limited to, power failure or thereof. representative of Seller. electrical power surges, (vi) improper storage and handling of the Certain of the software products provided by Seller may be owned by one PRICE All prices published by Seller or quoted by Seller's Products or (vii) use of the Products in combination with equipment or or more thud parries and licensed to Seller. Accordingly, Seller and Buyer representatives may be changed at any time without notice. All software not supplied by Seller. If Seller determines that Products for agree that such third parties retain ownership of and title to such software prices quoted by Seller or Seller's representatives are valid for thirty which Buyer has requested warranty services are not covered by the products. The warranty and indemnification provisions set forth herein shall (30) days, unless otherwise stated in writing. All prices for the warranty hereunder, Buyer shall pay or reimburse Seller for all costs of not apply to software products owned by third parties and provided Products will be as specified by Seller or, if no price has been investigating and responding to such request at Seller's then prevailing hereunder. specified or quoted, will be Seller's price in effect at the time of time and materials rates. If Seller provides repair services or LIMITATION OF LIABILITY Notwithstanding anything to the contrary- shipment. All prices are subject to adjustment on account of replacement parts that are not covered by this warranty, Buyer shall pay contained herein, the liability of Seller under these terms and conditions specifications, quantities, raw materials, cost of production, Seller therefore at Seller's then prevailing time and materials rates. Any (whether by reason of breach of contract tort, indemnification, or otherwise, shipment arrangements or other terms or conditions which are not installation, maintenance, repair, service, relocation or alteration to or but excluding liability of Seller for breach of warranty (the sole remedy for part of Seller's original price quotation. of, or other tampering with, the Products performed by any person or which shall be as provided under WARRANTY above)) shall not exceed an TAXES AND OTHER CHARGES Prices for the Products entity other than Seller without Seller's prior written approval, or any amount equal to the lesser of (a) the coral purchase price theretofore paid by exclude all sales, value added and other taxes and duties imposed use of replacement parts not supplied by Seller, shall immediately void Buyer to Seller with respect to the Product(s) giving rise to such liability or with respect to the sale, delivery, or use of my Products covered and cancel all warranties with respect to the affected Products. (b) one million dollars (51,000,000). Notwithstanding anything to the hereby, all of which taxes and duties must be paid by Buyer. If The obligations created by this warranty statement to repair or contrary contained herein, in no event shall Seller be liable for my indirect, Buyer claims any exemption, Buyer must provide a valid, signed replace a defective Product shall be the sole remedy of Buyer in the special, consequential or incidental damages (including without limitation certificate or letter of exemption for each respective jurisdiction. event of a defective Product. Except as expressly provided in this damages for loss of use of facilities or equipment, loss of revenue, loss of TERMS OF PAYMENT Seller may invoice Buyer upon shipment warranty statement Seller disclaims all other warranties, whether data, loss of profits or loss of goodwill), regardless of whether Seller (a) has for the price and all other charges payable by Buyer in accordance express or implied, oral or written, with respect to the Products, been informed of the possibility of such damages or (b) is negligent. with the terms on the face hereof. If no payment terms are stated including without limitation all implied warranties of merchantability or EXPORT RESTRICTIONS Buyer acknowledges that each Product and any on the face hereof, payment shall be net thiry (30) days from the fimess for any particular purpose. Seller does not warrant that the related software and technology, including technical information supplied by date of invoice. If Buyer fails to pay any amounts when due, Buyer Products are error -free or will accomplish any particular result. Seller or contained in documents (collectively "Items is subject to export shall pay Seller interest thereon at a periodic rate of one and one- INDEMNIFICATION BY SELLER Seller agrees to indemnify-, controls of the U.S. government. The export controls may include, but are half percent (1.5 per month (or, if lower, the highest rate defend and save Buyer, its officers, directors, and employees from and not limited to, those of the Export Administration Regulations of the U.S. permitted by law), together with all costs and expenses (including against any and all damages, liabilities, actions, causes of action, suits, Department of Commerce (the "GAR which may restrict or require without limitation reasonable attorneys' fees and disbursements and claims, demands, losses, costs and expenses (including without licenses for the export of Items from the United States and their re- export court costs) incurred by Seller in collecting such overdue amounts limitation reasonable attorney's fees) "Indemnified Items for (i) from other countries. Buyer shall comply with the EAR and all other or otherwise enforcing Seller's rights hereunder. Seller reserves the injury- to or death of persons or damage to property to the extent applicable laws, regulations, laws, treaties, and agreements relating to the right to require from Buyer full or partial payment in advance, or caused by the negligence or willful misconduct of Seller, its employees, export, re- export and import of any Item. Buyer shall not without first other security that is satisfactory to Seller, at any time that Seller agents or representatives or contractors in connection with the obtaining the required license to do so from the appropriate U.S. believes in good faith that Buyer's financial condition does not performance of services at Buyer's premises under this Agreement and government agency; (i) export or re- export any Item, or (ii) export, re- export, justify the terms of payment specified. All payments shall be made (ii) claims that a Product infringes any valid United States patent, distribute or supply any Item to any restricted or embargoed country or to a in U.S. Dollars. copyright or trade secret; provided, however, Seller shall have no person or entity whose privilege to participate in exports has been denied or DELIVERY CANCELLATION OR CHANGES BY BUYER liability under this Section to the extent any such Indemnified Items are restricted by the U.S. government. Buyer shall cooperate fully with Seller in The Products will be shipped to the destination specified by Buyer, caused by either (i) the negligence or willful misconduct of Buyer, its any official or unofficial audit or inspection related to applicable export or F.O.B. Seller's shipping point. Seller will have the right, at its employees, agents or representatives or contractors, (ii) by my third import control laws or regulations, and shall indemnify and hold Seller election, to make partial shipments of the Products and to invoice parry, (iii) use of a Product in combination with equipment or software harmless from, or in connection with, my violation of this Section by Buyer each shipment separately. Seller reserves the right to stop delivery of not supplied by Seller where the Product would not itself be infringing, or its employees, consultants, agents, or customers. Products in transit and to withhold shipments in whole or in part if (iv) compliance with Buyer's designs, specifications or instructions, (v) MISCELLANEOUS (a) Buyer may not delegate any duties nor assign any Buyer fails to make any payment to Seller when due or otherwise use of the Product in an application or environment for which it was rights or claims hereunder without Seller's prior written consent, and any fails to perform its obligations hereunder. All shipping dates are not designed or (vi) modifications of the Product by anyone other than such attempted delegation or assignment shall be void. (b) The rights and approximate only, and Seller will not be liable for any loss or Seller without Seller's prior written approval. Buyer shall provide Seller obligations of the parties hereunder shall be governed by and construed in damage resulting from any delay in delivery or failure to deliver prompt written notice of any thud parry claim covered by Seller's accordance with the laws of the Commonwealth of Pennsylvania, without which is due to any cause beyond Seller's reasonable control. In the indemnification obligations hereunder. Seller shall have the right to reference to its choice of law provisions. Each parry hereby irrevocably event of a delay due to any cause beyond Seller's reasonable control, assume exclusive control of the defense of such claim or, at the option consents to the exclusive jurisdiction of the state and federal courts located Seller reserves the right to terminate the order or to reschedule the of the Seller, to settle the same. Buyer agrees to cooperate reasonably in Allegheny County, Pennsylvania, USA, in any action arising our of or shipment within a reasonable period of time, and Buyer will not be with the Seller in connection with the performance by Seller of its relating to this Agreement and waives my other venue to which it may be entitled to refuse delivery or otherwise be relieved of any obligations obligations in this Section. entitled by domicile or otherwise. (c) In the event of any legal proceeding as the result of such delay. Products as to which delivery is delayed Notwithstanding the above, Seder's infringement related between the Seller and Buyer relating to this Agreement, neither party may due to any cause within Buyer's control may be placed in storage by indemnification obligations shall be extinguished and relieved if Seller, claim the right to a trial by jury, and both parties waive any right they may S cher at Buyer's risk and expense and for Buyer's account. Orders at its discretion and at its own expense (a) procures for Buyer the right, have under applicable law or otherwise to a right to a trial by jury. Any action in process may be canceled only with Seller's written consent and at no additional expense to Buyer, to continue using the Product; (b) arising under this Agreement must be brought within one (1) year from the upon payment of Seller's cancellation charges. Orders in process replaces or modifies the Product so that it becomes non infringing, date that the cause of action arose. (d) The application to this Agreement of may not be changed except with Seller's written consent and upon provided the modification or replacement does not adversely affect the the U.N. Convention on Contracts for the International Sale of Goods is agreement by the parties as to an appropriate adjustment in the specifications of the Product; or (c) in the event (a) and (b) are not hereby expressly excluded. (e) In the event that any one or more provisions purchase price therefore. Credit will not be allowed for Products practical, refund to Buyer the amortized amounts paid by Buyer with contained herein shall be held by a court of competent jurisdiction to be returned without the prior written consent of Seller. respect thereto, based on a five (5) year amortization schedule. The invalid, illegal or unenforceable in any respect, the validity-, legality and TITLE AND RISK OF LOSS Notwithstanding the trade terms foregoing indemnification provision states Seller's entire liability to enforceability of the remaining provisions contained herein shall remain in indicated above and subject to Seller's right to stop delivery of Buyer for the claims described herein. full force and effect, unless the revision materially changes the bargain. (1) Products in transit, title to and risk of loss of the Products will pass INDEMNIFICATION BY BUYER Buyer shall indemnify, defend Seller's failure to enforce, or Seller's waiver of a breach of, any provision to Buyer upon delivery of possession of the Products by Seller to with competent and experienced counsel and hold harmless Seller, its contained herein shall not constitute a waiver of any other breach or of such the carrier; provided, however, that title to any software parent, subsidiaries, affiliates and divisions, and their respective provision. (g) Unless otherwise expressly stated on the Product or in the incorporated within or forming a part of the Products shall at all officers, directors, shareholders and employees, from and against any documentation accompanying the Product the Product is intended for times remain with Seller or the licensor(s) thereof, as the case may be. and all damages, liabilities, actions, causes of action, suits, claims, research only and is not to be used for my other purpose, including without WARRANTY Seller warrants that the Products will operate or demands, losses, costs and expenses (including without limitation limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in perform substantially in conformance with Seller's published reasonable attorneys' fees and disbursements and court costs) to the viva therapeutic uses, or any type of consumption by or application to specifications and be free from defects in material and extent arising from or in connection with (i) the negligence or willful humans or animals. (h) Buyer agrees that all pricing, discounts and technical workmanship, when subjected to normal, proper and intended misconduct of Buyer, its agents, employees, representatives or information that Seller provides to Buyer are the confidential and proprietary usage by properly trained personnel, for the period of time set forth contractors; (ii) use of a Product in combination with equipment or information of Seller. Buyer agrees to (1) keep such information confidential in the product documentation, published specifications or package software not supplied by Seller where the Product itself would not be and not disclose such information to any thud party, and (2) use such inserts. If a period of time is not specified in Seller's product infringing; (iu) Seller's compliance with designs, specifications or information solely for Buyer's internal purposes and in connection with the documentation, published specifications or package inserts, the instructions supplied to Seller by Buyer; (iv) use of a Product in an Products supplied hereunder. Nothing herein shall restrict the use of warranty period shall be one (1) year from the date of shipment to application or environment for which it was not designed; or (v) information available to the general public (i) Any notice or communication Buyer for equipment and ninety (90) day's for all other products (the modifications of a Product by anyone other than Seller without Seller's required or permitted hereunder shall be in writing and shall be deemed "Warranty Period Seller agrees during the Warranty Period, to prior written approval. received when personally delivered or three (3) business days after being sent repair or replace, at Seller's option, defective Products so as to cause SOFTWARE With respect to any software products incorporated in by certified mail, postage prepaid, to a party at the address specified herein or at the same to operate in substantial conformance with said published or forming a part of the Products hereunder, Seller and Buyer intend such other address as either parry may from time to time designate to the ocher. specifications; provided that Buyer shall (a) promptly notify Seller in and agree that such software products are being licensed and not sold, ACCEPTABLE PAYMENT METHODS The Seller prefers to receive payment writing upon the discovery of any defect, which notice shall include and that the words "purchase "sell" or similar or derivative words are via ACH or other electronic interface methods that direcdy exchange funds the product model and serial number (if applicable) and details of understood and agreed to mean "license and that the word "Buyer" between the Buyer's and Seller's bank accounts. The Seller also accepts checks the warranty claim; and (b) after Seller's review, Seller will provide or similar or derivative words are understood and agreed to mean mailed to one of its lockbox remittance locations. Although the Seller does accept Buyer with service data and /or a Return Material Authorization "licensee Notwithstanding anything to the card payments at the time of purchase, it does not accept credit card the contrary contained herein, Payments after the point of sale. "RN1A'�, which may include biohazard decontamination procedures and other product specific handling instructions, then, if TF- BACKER 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 97251 FISHER SCIENTIFIC 440371 Purchase Order No. DEPT 440371 Terms 13551 COLLECTIONS CTR DR Due Date 6/14/2011 CHICAGO, IL 60693 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 6/14/2011 7110032 $40.43 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 AR i r VOUCHER 115304 WARRANT ALLOWED 97251 IN SUM OF FISHER SCIENTIFIC 440371 DEPT 440371 13551 COLLECTIONS CTR DR CHICAGO, IL 60693 Carmel Wastewater Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 7110032 01- 7202 -05 $40.43 s 3b. 0 3 3 yss� I rr -7> '1 ,40 33aI �T, 13v6a zzo�,y y Voucher Total 43 Cost distribution ledger classification if claim paid under vehicle highway fund