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160049 05/28/2008 CITY OF CARMEL, INDIANA VENDOR: 353528 Page 1 of 1 ONE CIVIC SQUARE ROSEMOUNT INC CARMEL, INDIANA 46032 PO BOX 70114 CHECK AMOUNT: $1,265.70 CHICAGO IL 60673 -0114 CHECK NUMBER: 160049 CHECK DATE: 5/2812008 DEPARTMENT ACCOUNT PO NU MBER INVOICE NUMBER AMOUNT D ESCRIPTIO N 652 5023990 S11157 2893362 1,265.70 TEMP TRANSMITTER lh r' �r EMERSON_ INVOICE- ORIGINAL Process Management Invoice To: Invoice Date: Page Invoice No: 16- MAY -08 1 of 1 2893362 Attn ACCOUNTS PAYABLE Payment Terms: Currency Due Date: CARMEL CITY OF NET 30 DAYS USD 15- JUN -08 9609 HAZEL DELL PKWY Customer PO Sales Order No: INDIANAPOLIS IN 46280 -2395 UNITED STATES S11157 2126280 Contact Name: Shipment No: Larry Schimmel 434896 Please Remit To: Ship To: ROSEMOUNT INC PO BOX 70114 WATER CITY OF CHICAGO IL 60673 -0114 WATER WASTEWATER UTILITIES 9609 HAZEL DELL PKWY UNITED STATES INDIANAPOLIS IN 46280 UNITED STATES Ship From: Shipped Inland: RTC FEDEX GROUND ROSEMOUNT INC Via 8200 MARKET BOULEVARD Forwarder: CHANHASSEN MN 55317 UNITED STATES Inland Tracking No: 961201940042667103477 Ultimate Destination: Ship Date: Shipping Terms: Main Tracking No: United States 16- MAY -08 FCA Customer Quantity Total Line No. Line No. Description Shipped Unit Price Amount 1 1.0003144PD1AlNAM5 1 1,260.00 1,260.00 TEMPERATURE TRANSMITTER Customer Reference: NS 11157 HTS: 9025.90.0000 ECCN: EAR99 License: Unit(s): Tag: Serial: COO: 1 0597232 SG Notes: Buyer acknowledges preference that Rosemount arrange shipping using Rosemount carriers, and that Rosemount will ship freight /shipping charges prepaid and added to invoice. Buyer agrees to pay such charges. Because Rosemount is billed by its carriers in consolidated monthly statements, Rosemount cannot provide Buyer with shipping bills or other documentation. Please email comments regarding the quality of Rosemount products, services or processes to: Chan. RMD- CustomerFeedback @EmersonProcess.com. THESE COM140DITIES :,RE INTENDED FOR USE ..ITHIN THE UNITED STATES. ALL EXPORTS MUST BE MADE IN ACCORDANCE WITH U.S. LAW. Sub Total 1,260.00 Freight Handling 5.70 Tax 0.00 Total 1,265.70 Gross Weight 6 LB No of Packages 1 Unless otherwise stated in this document or otherwise expressly agreed in writing by us, the supply of all products and services covered above shall be exclusively governed by the Terms and Conditions of Sale printed on the back of this document. Invoice Inquiries: Rosemount, Inc. Tel. 1(952) 828 -3700 Fax 1(952) 828 -3737, epm- cfs.ep@emersonprocess.com Form No. 63974 Rev. M R EMERSON TERMS AND CONDITIONS OF SALE tv,.,,,a t These terms and conditions, the attendant quotation or acknowledgment, and all documents 7. PATENTS Subject to the limitations contained in Section 6, Seller shall defend any suits incorporated by reference therein, binds seller i.e. Fisher Controls International LLC, Rosemount brought against Buyer based on a claim that use of the Goods manufactured by Seller constitutes Inc., Fisher Rosemount Systems Inc., or other Emerson Process Management Group Company) an infringement of a valid patent of the United States, and shall pay any damages awarded therein hereinafter the Seller, and the buyer, hereinafter Buyer, and constitutes the entire agreement against Buyer, provided that Buyer: promptly notifies Seller in writing of the filing of such suit or (Agreement) between Buyer and Seller for the provision of services (Services) and /or the sale of the threat thereof; permits Seller to control completely the defense or compromise of such claim of goods (Goods) including (except as provided in Section 11) firmware incorporated therein. infringement; and provides all reasonable assistance and cooperation requested by Seller for the defense of such suit. In the event that only the Goods manufactured by Seller are held to be 1. PRICES Unless otherwise specified by Seller, Sellers price for the Goods and /or Services infringing in such suit and their use is enjoined: Seller shall, at its sole option and expense, shall remain in effect for thirty (30) days after the date of Sellers quotation or acceptance of the provide a commercially reasonable alternative, including, but not limited to, procuring for Buyer the order for the Goods /Services, whichever is delivered first, provided an unconditional, complete right to continue using the Goods, replacing them with a non infringing product or modifying them authorization for the immediate manufacture and shipment of the Goods and /or provision of so they become non infringing. Buyer agrees that Seller shall not be liable for infringement, and Services pursuant to Sellers standard order processing procedures is received and accepted by that Buyer shall fully indemnity Seller therefore, if infringement is based upon the use of Goods in Seller within such time period. If such authorization is not received by Seller within such thirty (30) connection with goods not manufactured by Seller or in a manner for which the Goods were not day period, Seller shall have the right to change the price for the Goods/Services to Sellers price designed by the Seller or if the Goods were not designed by the Seller or if the Goods were in effect for the Goods /Services at the time the order is released to final manufacture. Prices for designed by the Buyer or were modified by or for the Buyer in a manner to cause them to become Goods do not cover storing, installing, starting up or maintaining Goods unless expressly stated in infringing. Seller's quotation. Notwithstanding the foregoing, the price for Goods/Services sold by Seller, but manufactured by others, shall be Seller's price in effect at the time of shipment to Buyer. 8. TAXES Any tax or governmental charge payable by the Seller because of the manufacture, sale or delivery of the Goods, or provision of Services, may at Sellers option be 2. DELIVERY, ORDER ACCEPTANCE AND DOCUMENTATION All shipping dates are added to the price herein specified. The foregoing shall not apply to taxes based upon Seller's net approximate and are based upon Sellers prompt receipt of all necessary information from Buyer income. to properly process the order. Notwithstanding any provisions to the contrary in this or other documents related to this transaction, and regardless of how price was quoted, whether FOB, 9. TERMS OF PAYMENT Unless otherwise agreed by Seller, and subject to the approval of FAS, CIF or otherwise, legal title to the Goods and risk of loss thereto shall transfer to Buyer as Sellers Credit Department, terms are F.O.B. shipping point, net 30 days from date of Sellers follows: for sales in which the end destination of the Goods is within the United States, upon invoice in U.S. currency, except for applicable milestone payments or export shipments for which delivery to the freight carrier at the shipping point: for sales in which the end destination of the Seller may require other arrangements. Freight charges may include shipping and handling Goods is outside of the United States, immediately after the Goods have passed beyond the charges, and Buyer shall pay all such charges. If any payment owed to Seller hereunder is not territorial limits of the United States. If additional copies of data/documentation or non standard paid when due, it shall bear interest, at a rate to be determined by Seller which shall not exceed data/documentation are to be provided by Seller, they shall be provided to Buyer at Sellers price the maximum rate permitted by law, from the date on which it is due until it is received. Seller then in effect. Data /documentation marked as confidential or proprietary may not be reproduced or shall have the right, among other remedies, either to terminate the Agreement or to suspend used for any purpose other than the purpose for which it was provided and may not be disclosed further deliveries under this and /or other agreements with Buyer in the event Buyer fails to make to third parties without the prior written permission of Seller. any payment hereunder when due. Buyer shall be liable for all expenses attendant to collection of past due amounts, including attorneys' fees. 3. EXCUSE OF PERFORMANCE Seller shall not be liable for delays in performance or for non performance due to failure or interruption of computer or telecommunication systems, acts of 10. SOFTWARE AND FIRMWARE Notwithstanding any other provision herein to the contrary, God, war, riot, fire, terrorism, labor trouble, unavailability of materials or components, explosion, Seller or applicable third party owner shall retain all rights of ownership and title in its respective accident, compliance with governmental requests, laws, regulations, orders or actions, or other firmware and software, including all copyrights relating to such firmware and software and all unforeseen circumstances or causes beyond Seller's reasonable control. In the event of such copies of such firmware and software. Except as otherwise provided herein, Buyer is hereby delay, the time for performance or delivery shall be extended by a period of time reasonably granted a nonexclusive, royalty free license to use firmware and software, and copies of firmware necessary to overcome the effect of the delay. and software, incorporated into the Goods only in conjunction with such Goods and only at the Buyer's plant site where the Goods are first used. Buyer's use of certain firmware (as specified 4. TERMINATION AND SUSPENSION BY BUYER Buyer may terminate or suspend its by Seller) and all other software shall be governed exclusively by Seller's and /or third party order for any or all of the Goods/Services covered by the Agreement only upon Seller's written owner's applicable license terms. consent or pursuant to Seller's applicable policy or practices covering such termination or suspension. 11. BUYER SUPPLIED DATA To the extent that Seller has relied upon any data or information supplied by Buyer to Seller "Data in the selection or design of the Goods and /or 5. LIMITED WARRANTY Subject to the limitations contained in Section 6 herein, Seller provision of the Services and the preparation of Sellers quotation, and the Data is inadequate or warrants that the licensed firmware embodied in the Goods will execute the programming inaccurate, any warranties or other provisions contained herein which are affected by such instructions provided by Seller, and that the Goods manufactured by Seller will be free from conditions shall be null and void. defects in materials or workmanship under normal use and care and Services will be performed by trained personnel using proper equipment and instrumentation for the particular Service provided. 12. EXPORT /IMPORT Buyer agrees to comply with all applicable import and export control The foregoing warranties will apply until the expiration of the applicable warranty period. Goods laws, regulations, orders and requirements, including without limitation those of the United States are warranted for twelve (12) months from the date of initial installation or eighteen (18) months and the European Union, and the jurisdictions in which the Seller and Buyer are established or from the date of shipment by Seller, whichever period expires first. Consumables and Services from which items may be supplied. are warranted for a period of 90 days from the date of shipment or completion of the Services. Products purchased by Seller from a third party for resale to Buyer "Resale Products shall carry 13. GENERAL PROVISIONS (a) Buyer shall not assign its rights or obligations under the only the warranty extended by the original manufacturer. Buyer agrees that Seller has no liability Agreement without Seller's prior written consent. (b) There are no understandings, agreements or for Resale Products beyond making a reasonable commercial effort to arrange for procurement representations, express or implied, not specified in the Agreement. (c) No action, regardless of and shipping of the Resale Products. If Buyer discovers any warranty defects and notifies Seller form, arising out of transactions under the Agreement, may be brought by either party more than thereof in writing during the applicable warranty period, Seller shall, at its option, correct any two [2] years after the cause of action has accrued. (d) Any modification of these terms and errors that are found by Seller in the firmware or Services or repair or replace F.O.B. point of conditions must be set forth in a written instrument signed by a duly authorized representative of manufacture that portion of the Goods or firmware found by Seller to be defective, or refund the Seller. (e) The Agreement is formed and shall be construed, performed and enforced under the purchase price of the defective portion of the Goods /Services. All replacements or repairs laws of the State of Missouri. However, Buyer and Seller agree that the proper venue for all necessitated by inadequate maintenance, normal wear and usage, unsuitable power sources or actions arising under the Agreement snail be only in the USA ana in the State where the Goods environmental conditions, accident, misuse, improper installation, modification, repair, use of involved in such actions were manufactured. (f) UNLESS OTHERWISE SPECIFICALLY unauthorized replacement parts, storage or handling, or any other cause not the fault of Seller are PROVIDED IN SELLER'S QUOTATION, GOODS AND SERVICES HEREUNDER ARE NOT not covered by this limited warranty, and shall be at Buyer's expense. Seller shall not be INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPLICATIONS. Buyer (i) obligated to pay any costs or charges incurred by Buyer or any other party except as may be accepts Goods and Services in accordance with the restriction set forth in the immediately agreed upon in writing in advance by Seller. All costs of dismantling, reinstallation and freight and preceding sentence, (ii) agrees to communicate such restriction in writing to any and all the time and expenses of Seller's personnel and representatives for site travel and diagnosis subsequent purchasers or users and (iii) agrees to defend, indemnity and hold harmless Seller under this warranty clause shall be borne by Buyer unless accepted in writing by Seller. Goods from any and all claims, losses, liabilities, suits, judgments and damages, including incidental and repaired and parts replaced by Seller during the warranty period shall be in warranty for the consequential damages, arising from use of Goods and Services in any nuclear or nuclear related remainder of the original warranty period or ninety (90) days, whichever is longer. This limited applications, whether the cause of action be based in tort, contract or otherwise, including warranty is the only warranty made by Seller and can be amended only in a writing signed by allegations that the Sellers liability is based on negligence or strict liability. (g) The 1980 United Seller. THE WARRANTIES AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE. THERE Nations Convention on Contracts for the International Sale of Goods does not apply to this ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS Agreement. (h) It any provision of the Agreement is invalid under any statute or rule of law, such TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER MATTER provision, to that extent only, shall be deemed to be omitted without affecting the validity of the WITH RESPECT TO ANY OF THE GOODS OR SERVICES. remainder of the Agreement (i) Seller specifically objects to the application of any Federal Acquisition Regulation "FAR provision or clause to the Agreement. 6. LIMITATION OF REMEDY AND LIABILITY SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE. THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER AND /OR ITS CUSTOMERS EXCEED THE PRICE TO BUYER OF THE SPECIFIC GOODS MANUFACTURED OR SERVICES PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AGREES THAT IN NO EVENT SHALL SELLER'S LIABILITY TO BUYER AND /OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM "CONSEQUENTIAL DAMAGES" SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, REVENUE OR USE AND COSTS INCURRED INCLUDING WITHOUT LIMITATION FOR CAPITAL, FUEL AND POWER, AND CLAIMS OF BUYER'S CUSTOMERS. Form B (10 106) F63445 Rev G VOUCHER 085566 WARRANT ALLOWED 353528 IN SUM OF ROSEMOUNT INC Ivi C 1 0 0 6 an 7 0 11'/ Ch 6067 3 -0 L Carmel Wastewater Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 0 2.3.46 2893362 02- 2308 -00 $1,265.70 Depreciation b l 11 i Voucher Total $1,265.70 Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No. 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 353528 ROSEMOUNT INC Purchase Order No. 8200 MARKET BLVD MAIL STATION Terms CHANHASSEN, MN 55317 Due Date 5/21/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 5/21/2008 2893362 $1,265.70 hereby certify that the attached invoice(s), or bill(s) is (are) true and ,orrect and I have audited same in accordance with IC 5- 11- 10 -1.6 Date Officer