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HomeMy WebLinkAbout159037 04/30/2008 CITY OF CARMEL, INDIANA VENDOR: 00350310 Page 1 of 1 ONE CIVIC SQUARE POLYDYNE INC CARMEL, INDIANA 46032 PO BOX 404642 CHECK AMOUNT: $106.68 ATLANTA OA 30384 CHECK NUMBER: 159037 CHECK DATE: 4/30/2008 DEPARTMENT ACCOUNT PO N INVOICE NUMBER AMOUNT DESCRIPTION 651 5023990 401991 32.34 MATERIALS SUPPLIES 651 5023990 402570 74.34 MATERIALS SUPPLIES P®LY® 1 N Inc. ORIGINAL INVOICE Ma DATE INUMBER 'azvF¢ cusroMER'NO 5; TEL: (800) 848 -7659 FAX: (912) 880 -2037 507179 04/07/08 401991 507179 ­0 "�DATE t �ASSOGIATEDIx" 04/07/08 312828 .S CITY OF CARMEL, IN S CITY OF CARMEL, IN L WASTE WATER TREATMENT PLT H WASTE WATER TREATMENT PLT D 9609 HAZELDALE PKWY P 9609 HAZELDALE PKWY T INDIANAPOLIS, IN 46280 T INDIANAPOLIS, IN 46280 0 0 FREIGHT° CUSTOMER ORDER NUMBER""`'' F G B�., n .CHARGES Fc SALES sAS!�. aGENT r.., RICEBORO, GA PPD /DP FXGR 290 NET 30 DAYS w DESCRIP�TION` r �y .TOTAL QUANTITY UNIT PEitCE„ AMOUNTy 1 42 #PAIL FLOSPERSE 30 42 .7500 31.50 FUEL SURCHARGE .0200 .84 32.34 MERCH TOTAL 32.34 TAX STATUS 003120155002 .00 Thank you. We appreciate your business. PLEASE REMIT TO: USD Polydyne Inc.' TOTAL 32.34 P.O. Box 404642 Atlanta, GA 30384 -4642 SUBJECT TO TERMS AND CONDITIONS ON REVERSE SIDE PLEASE PAY THIS AMOUNT Past due amounts are subject to finance charge CERTIFICATIONS, TERMS AND CONDITIONS I. CERTIFICATIONS given rise to such claim, whichever first occurs. In case of breakage or loss in transit. Buyer Fair Labor Standards Act The goods covered herein are warranted to have been shall also note the breakage or loss on the carrier's proof of delivery document signed by produced in compliance with requirements of the Fair Labor Standards Act of 1938, as the carrier's representative. amended, and all regulations issued thereunder. 9. INDEMNIFICATION Buyer will indemnify Seiler against all claims, loss, liability and ex- pense (including but not limited to reasonable attorney fees) on account of any damage fl. TERMS AND CONDITIONS to property of injury or death of persons (including Buyer's employees) arising out of The following terms and conditions are effective with respect to Buyer's order for goods Buyer's unloading, storage, handling, use or disposal of the goods except for any portion as invoiced and acknowledged herein, except to the extent any of them conflict with the of damages attributable to Seller's negligence. This indemnity obligation of Buyer will su vive the expiration, termination or cancellation of this contract. express terms and conditions of any agreement or contract entered into in writing between Buyer and Seller covering such goods. 10. INTELLECTUAL PROPERTY INFRINGEMENT A. STAPLE COMMODITIES OF COMMERCE If suit is brought against Buyer alleging that 1 TITLE -Title and risk of loss in all goods sold hereunder shall pass to Buyer upon only the manufacture or sale of any staple commodity of commerce sold hereunder Seller's delivery to carrier at shipping point. infringes an U.S. patent, copyright or trademark, then Seller will defend Buyer and pay 2. PRICE ADJUSTMENT (INCLUDING SURCHARGESj: The price herein specified any awards against Buyer for such infringement, provided Buyer(i) gives Seller prompt may be revised by written notice sent by Seller to Buyer not less than fifteen (15) written notice,(ii) permits Seller to defend and (iii) make its employees and pertinent days before the effective date of such revision. Buyer's failure to serve Seller with records available to Seiler to provide information for the defense. written notice of objection to the proposed price revision before the effective date B. GOODS MADE ESPECIALLY FOR THE BUYER -As respects all goods hereunder made thereof shall be considered acceptance of such revision. Failure of Buyer and especially for the Buyer, Buyer warrants there is no U.S. patent or copyright covering Seller to agree on a proposed price revision after such notice by Seller releases them or Buyer has a right to have them made. Seller shall not be liable to Buyer if sued Seller without obligation and permits Buyer to purchase elsewhere the quantities for any U.S. patent or copyright infringement for the manufacture, sale, or use by other required thereafter. If any law, regulation or executive order prevents Seller from than Seller of any goods made especially for Buyer hereunder but, if Seller is sued, revising any price of particular goods, Seller shall have the right to terminate its Buyer will defend Seller and pay any awards against Seller provided Seller gives obligations to supply such goods to Buyer. Buyer prompt written notice, permits Buyer to defend, and makes its employees and 3, BUYER'S WARRANTIES AND ASSUMPTION OF DUTIES REGARDING SAFETY, pertinert records available to Buyer to provide information for the defense HEALTH, UNLOADING. USE, HANDLING AND DISPOSAL OF THE GOODS, C. GOODS SPECIALLYLABELEDATBUYER' SREQUEST Buyerassumesallresponsibility for use of any design, trademark, trade name, copyright or part thereof, appearing on A. Buyer has received a material safety data sheet (MSDS) which sets forth infoe the goods at Buyer's request, and will defend Seller and pay any awards against Seller mation concerning goods and describes certain precautions to be taken in the for alleged design, trademark, tradename, or copyright infringement resulting from storage, handling, and use of the same. Buyer assumes the following duties Seller's compliance with Buyer's request. and obligations 1 1 RESALE OF GOODS: No goods purchased by Buyer from Seller shall be resold by Buyer (U Buyer will familiarize itself with all information and precautions disclosed bearing the name or trademark of Seller or any of its affiliates without the prior express in safety and health information, including but not limited to any MSDS, written consent of Seller transmitted to Buyer by Seller before or during ller or otherwise available of the freight charges, Seller shall have the right to designate carriers and routings. Where the term of this contract, or 12. TRANSPORTATION if Seller provides the transportation equipment or absorbs any portion any such information supplied to Buyer by Se to Buyer from Seller at any other time. the terms herein provide Buyer to absorb any portion of the freight charges, the freight (II) Buyer will adopt and follow safe handling, storage, transportation. use, charges will be those legally due and payable for the shipment. treatment and disposal practices with respect to goods, including but not Buyer will use all reasonable effort to unload and return Sellers transportation equipment limited to, all such practices required by federal, state, and local govern- to the carrier within the tariff or contracted period free of demurrage and /or detention ment statutes, rules, regulations or ordinances. charges. Demurrage and( or detention charges on such equipment shall be paid by Buyer (III) Buyer will instruct its employees, independent contractors, agents and if any transportation equipment provided by the Seller arrives at destination in damaged customers of the precautions and safe use practices required in connec- condition, Buyer shall immediately notify carrier's agent at destination of such damage, and lion with the unloading, handling, storage, use, transportation and dis- shall also make immediate written report thereof to Seller. During periods when transpor- posal of goods, including, but not limited to, information contained in Seller's tation equipment provided by Seller is in the possession or under the jurisdiction of Buyer most current MSDS: and Buyer is responsible for same and shall be liable to Seller for all damage to or destruction a and environmental laws and fake thereof which is directly attributable to Buyer. All repairs to transportation equpment pro (IV) Buyer Y will comply with applicable safety vided by Seller shall be made under the supervision or direction of Seller. action necessary to avoid spills or other dangers to personal property or 13. TAXES: Buyer shall be responsible for all sales taxes. excise taxes or other taxes lewec the environment. on Seller (other than income taxes) related to the manufacture. sale, delivery or use of ail B Buyer warrants that it has used its own independent skill and expertise in goods sold to Seller by Buyer. connection with the selection and use of goods and that it possesses skill and 14. CREDIT If Buyer's financial responsibility becomes unsatisfactory to Seller and Seller expertise in the handling, storage. transportation, treatment, use and disposal deems itself financially insecure Seller may accelerate the due date and demand immec of the goods, ate payment on any outstanding invoice for goods delivered under this contract If Buy, shall fail to pay any amounts due Seller or any of its affiliates when due whet ^er 4 AMOUNT OF SHIPMENT: The quantity of goods received, and for which Buyer covered by this contract, Seller may terminate this contract shall pay Seller, shall be measured in pounds by Seller's certified scales. Any 15 INTEREST: Buyer shall pay Seller interest at the rate of one and one -half percent 11 claims of shortage shall be deemed waived unless made in writing and received per month, or any portion thereof on any amounts remaining unpaid after the due date by Seller within fifteen If 5) days from Buyer's receipt of the shipment in question. any invoice Shortages of less than 1 of the net weight of shipments in tank cars or wagons 16. FORCE MAJEURE: If Buyer's ability to take or Seller's ability to deliver the goods is irnpaired shall not be contested. Seller shall retain records of the weight of each shipment due to circumstances be and reasonable control, including but not limited to fire, flood and of the certification of all scales used and immediately shall provide such to Government action, accid labor disputes or shortage, or inability to obtain from normal Buyer upon written request. The parties agree to exercise the best efforts in good sources raw material, equipment, or transportation, the one so affected shall be excused faith to resolve any discrepancies regarding the weight of any shipment. without liability from taking or making delivery to the extent of such impairment. if Seller's ability to deliver the goods is reduced due to any such circumstance, Seller may reduce the 5. SELLER'S LIMITED WARRANTY- SUBJECTTOTHE LIMITATION OF PARAGRAPH contract quantity in any year upon written notice to Buyer if Seller deems such reduction 6, 7, AND 8. Seller warrants that at the time of render the goods will conform to necessary to effect a fair allocation of the goods to users/purchasers thereof, in which case °aL'er's then current sales s ec6cations for the ods described on the face of Buyer's obligation to purchase the goods from Seller hereunder shall be reduced and P 9 adjusted accordingly. Notwithstanding, if Seller's ability to deliver the goods is reduce this document, that they will be fit for the ordinary uses explicitly identified for such due to any such circumstance, then Buyer may obtain the goods from another source. ant goods in Sellers then current product literature, that Seller will convey good title the quantity of the goods obtained from another source will be credited to any minim,jm thereto, and that such goods will be delivered free from any lawful security interest, quantity requirement set forth in this contract, if any, lien or encumbrance 17. UNIFORM COMMERCIAL CODE AND JURISDICTION This contract shall be governed by and construed in accordance with the laws of that State of Georgia, including the Uniform 6. EXCLUSION AND DISCLAIMER OF ALL OTHER WARRANTIES -The limited war- Commercial Code as in effect in Georgia except as the provisions of such code herein ranties contained in paragraph 5 above and those contained in "I. Certifications" modified. Buyer hereby consents and waives any objection to the jurisdiction of and venue above are Seller's sole warranties with respect to the goods. THERE ARE NO in the federal and stale courts of Liberty County, Georgia with respect to any action arising OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY out of or relating to this contract and agrees to bring any such action in said courts. OR FITNESS FORA PARTICULAR PURPOSE. EXCEPTAS EXPRESSLY STATED 1 8. NO THIRD PARTY BENEFICIARY Nothing in this contract shall be constituted as creatinq HEREIN. direct or beneficial right in or on behalf of any Lord r party. 1 9. ASSIGNMENTS This contract shall not be assigned in whole or in part by Buyer without Seller's prior written approval 7. WARRANTIES 20. SET -OFF Any indebtedness of Seller to Buyer may not be credited against amounts owed A. Buyer's exclusive remedy and Seller's total liability, to Buyer for claims (as by Buyer hereunder. Buyer hereby waives any right of set -off against amounts due our de fined in subparagraph 7 (b) below) is expressly limited as follows: Buyer suant to this contract. has the option of replacement of or credit of the purchase price paid for, the 21. SEVERABILITY In the event any provisions of this contract shall be held invalid or union- goods supplied hereunder with respect to which damages are claimed. Buyer forceable by any court of competent jurisdiction, such holding shall not invalidate or render 9 PP P g Y unenforceable any other provisions hereof. waives all other claims by Buyer against Seller. Seller under no circumstances shall 22. MODIFICATION: All sales of goods are limited to and made expressly conditional on Buyers be liable to Buyer for any incidental, consequential, special, exemplary or acceptance of the foregoing terms and conditions, and Seller expressly objects to and punitive damages to any person or property. rejects any terms and col that may be proposed by Buyer in which are in addition ara ra As used in h 7, 8 and 9 "claims" means all rise ions of legal, to or differ from the foregoing terms and conditions. The terms and conditions of the agree B. paragraph P any 9 ment may not be modified except by written instrument executed by ail parties hereto and equitable, and/or admiralty causes of action (including but not limited to neg- take precedence over any inconsistent terms and conditions contained in any purchase ligence or strict liability: other tort; express or implied warranty; indemnity or order, confirmation, acknowledgm or other writing. now or hereafter existing, which contract; contribution; or subrogation) related to or arising out of the perfor- may relate to the sale of goods between Buyer and Seller. mance or nonperformance of this contract or the goods purchased hereunder. 23. WAIVERS: No delay or failure by Seller in the exercise of any n ht or remedy shall operate Buyer's remedies and Seller's liabilities shall survve the exp as a waiver thereof; no single or partial exercise by Seller of right or remedy hall C. All limitations of Bu y preclude other or further exercise thereof or the exercise of any other right or remed and ration, termination or cancellation of this contract. a waiver by Seller of any breach by Buyer shall not be construed as a waiver of any other breach by Buyer Time is of the essence of this Agreement. 8. NOTICE OF CLAIM Ali claims by Buyer shall be deemed waived unless made by 24. ATTORNEY'S FEES- If an action at law shall be brou ht b Sellerto recoveran amount due S q yy Buyer in writing and received by Seller within 60 days of the ship date, provided under this contract on the account of an breach o or io enforce or Interpret any of the that for an claim which is not readily discoverable within such 60 day period such covenants items or conditions of this contract, Seller shall be entitled to recover from Buyer Y Y Y P as art of its cost reasonable attorneys fees, the amount of which shall be fixed by the court claim shall be deemed waived unless made by Buyer in writing and received by and shall be made part of any judgement or decree rendered. Seller within 180 days after receipt of the goods or within 30 days after Buyer 25 ENTIRE AGREEMENT. This contract sets forth the entire and complete agreement regarding learns or should have been reasonably aware of facts which should have the subleci matter hereof POLY ®Y N E Inc ORIGINAL INVOICE DATES3.. NUMBER ,cusTOMERN9` TEL: (800) 848 -7659 FAX: (912) 880 -2037 507179 04/09/08 402570 507179 SHIPPED ASSOCIATED NUMBER 04/09/08 312828 S CITY OF CARMEL, IN S CITY OF CARMEL, IN WASTE WATER TREATMENT PLT H L WASTE WATER TREATMENT PLT D 9609 HAZELDALE PKWY P 9609 HAZELDALE PKWY T INDIANAPOLIS, IN 46280 T INDIANAPOLIS, IN 46280 O O FREIGH cu En v e O B wGn` as s. ,e a r Z n� RICEBORO, GA PPD /DP FXGR 290 NET 30 DAYS J UNITS x PACKAGE'`"' 1 a DESCRIPTION x TOTAL OUANTI7Y UNIT PRICE 1 42 #PAIL FLOSPERSE DISSOLVER 42 1.7500 73.50 FUEL SURCHARGE .0200 .84 74.34 MERCH TOTAL 74.34 TAX STATUS 003120155002 .00 Thank you. We appreciate your bu iness. PLEASE REMIT TO: Polydyne Inc. USD P.O. Box 404642 74.34 Atlanta, GA 30384 -4642 Ak ARk SUBJECT TO TERMS AND CONDITIONS ON REVERSE SIDE PLEASE PAY THIS AMOUNT Past due amounts are subject to finance charge CERTIFICATIONS, TERMS AND CONDITIONS I. CERTIFICATIONS given rise to such claim, whichever first occurs. In case of breakage or loss in transit. Buyer Fair Labor Standards Act The goods covered herein are warranted to have been shall also note the breakage or loss on the carrier's proof of delivery document signed by produced in compliance with requirements of the Fair Labor Standards Act of 1938, as the carrier's representative. amended, and all regulations issued thereunder. 9. INDEMNIFICATION Buyer will indemnify Seller against all claims, loss, liability and ex- pense (including but not limited to reasonable attorney fees) on account of any damage II. TERMS AND CONDITIONS to property of injury or death of persons (including Buyer's employees) arising out of The following terms and conditions are effective with respect to Buyer's order for goods Buyer's unloading, storage, handling, use or disposal of the goods except for any portion as invoiced and acknowledged herein, except to the extent any of them conflict with the of damages attributable to Seller's negligence. This indemnity obligation of Buyer will express terms and conditions of any agreement or contract entered into in writing survive the expiration, termination or cancellation of this contract. between Buyer and Seller covering such goods. 10. INTELLECTUAL PROPERTY INFRINGEMENT 1 TITLE Title and risk of loss in all goods sold hereunder shall pass to Buyer upon A. STAPLE COMMODITIES OF COMMERCE If suit is brought against Buyer alleging faaf only the manufacture or sale of any staple commodity of commerce sold hereunder Seller's delivery to carrier at shipping point. infringes an U.S. patent, copyright or trademark, then Seller will defend Buyer and pay 2. PRICE ADJUSTMENT [INCLUDING SURCHARGES]: The price herein specified any awards against Buyer for such infringement. provided Buyer(i) gives Seller prompt may be revised by written notice sent by Seller to Buyer not less than fifteen (15) written notice,(ii) permits Seller to defend and (ii) make its emplloyees and pertinent days before the effective date of such revision. Buyer's failure to serve Seller with records available to Seller to provide Information for the defense. written notice of objection to the proposed price revision before the effective date B. GOODS MADE ESPECIALLY FOR THE BUYER -As respects all goods hereunder made thereof shall be considered acceptance of such revision. Failure of Buyer and especially for the Buyer, Buyer warrants there is no U.S. patent or copyright covering Seller to agree on a proposed price revision after such notice by Seller releases them or Buyer has a right to have them made. Seller shall not be liable to Buyer if sued Seller without obligation and permits Buyer to purchase elsewhere the quantities for any U.S. patent or copyright infringement for the manufacture, sale, or use by other required thereafter. If any law, regulation or executive order prevents Seller from than Seller of any goods made especially for Buyer hereunder but, if Seller is sued, revising any price of particular goods, Seller shall have the right to terminate its Buyer will defend Seller and pay any awards against Seller provided Seller gives obligations to supply such goods to Buyer. Buyer prompt written notice, permits Buyer to defend, and makes its employees and 3. BUYER'S WARRANTIES ANDASSUMPTION OF DUTIES REGARDING SAFETY, pertinent records available to Buyer to provide information for the defense. HEALTH, UNLOADING, USE HANDLING AND DISPOSAL OF THE GOODS. C. GOODS SPECIALLY LABELED AT BUYER'S REQUEST -Buyer assumes all responsibility for use of any design, trademark, trade name, copyright or part thereof, appearing on A Buyer has received a material safety data sheet (MSDS) which sets forth infor- the goods at Buyer's request. and will defend Seller and pay any awards against Seller matron concerning goods and describes certain precautions to be taken in the for alleged design, trademark. tradename. or copyright infringement resulting from storage. handling, and use of the same. Buyer assumes the following duties Seller's compliance with Buyer's request. and obligations 11 RESALE OF GOODS: No goods purchased by Buyer from Seller shall be resold by Buyer (1) Buyer will familiarize itself with all information and precautions disclosed bearing the name or trademark of Seller or any of its affiliates without the prior express in safety and health information, including but not limited to any MSDS, written consent of Seller transmitted to Buyer by Seller before or during the term of this contract, or 12. TRANSPORTATION If Seller provides the transportation equipment or absorbs any portion an such information supplied to Buyer by Seller or otherwise available of the freight charges, Seller shall have the right to designate carriers and routings. Where to Buyer from Seller at any other time. the terms herein provide Buyer to absorb any portion of the freight charges, the freight (II) Buyer will adopt and follow safe handling, storage, transportation, use, charges will be those legally due and payable for the shipment. treatment and disposal practices with respect to goods, including but not Buyer will use all reasonable effort to unload and return Seller's transportation equipment limited to, all such practices required by federal, state, and local govern- to the carrier within the tariff or contracted period free of demurrage and /or detention ment statutes, rules, regulations or ordinances. charges. Demurrage and/ or detention charges on such equipment shall be paid by Buyer (111) Buyer will instruct its employees, independent contractors, agents and If any transportation equipment provided by the Seller arrives at destination in damaged customers of the 'precautions and safe use practices required in connec- condition. Buyer shall immediately notify carrier's agent at destination of such damage. and tion with the unloading, handling, storage, use, transportation and dis- shall also make immediate written report thereof to Seller. During periods when transpor- posal of goods, includ ng but not limited to, information contained in Seller's ration equipment provided by Seller is in the possession or under the jurisdiction of Buyer most current MSDS: and Buyer is responsible for same and shall be liable to Seller for all damage to or destruction comply a and environmental laws and take thereof which is directly attributable to Buyer All repairs to transportation equipment pro IV) B Y will I PY vnth a p p licable safe vided by Seller shall be made under the supervision or direction of Seller. action necessary to avoid spills or other dangers to personal property or 13. TAXES: Buyer shall be responsible for all sales taxes excise taxes or other taxes levier the environment on Seller (other than income taxes) related to the manufacture. sale, delivery or use of ar B Buyer warrants that it has used its own independent skill and expertise in goods sold to Seller by Buyer. connection with the selection and use of goods and that it possesses skill and 14. CREDIT If Buyer's financial responsibility becomes unsatisfactory to Seller and Seller expertise in the handling, storage. transportation. treatment, use and disposal deems itself financially insecure. Seller may accelerate the due date and demand imnled of the goods. ate payment on any outstanding invoice for goods delivered under this contract If Buv��r shall fail to pay any amounts due Seller or any of its affiliates when due whether ar 4 AMOUNT OF SHIPMENT: The quantity of goods received. and for which Buyer covered by Phis contract, Seller may terminate this contract. shall pay Seller, shall be measured in pounds by Seller's certified scales Any 15- INTEREST Buyer shall pay Seller interest at the rate of one and one -half percent 1' claims of shortage shall be deemed waived unless made in writing and received per month, or any portion thereof on any amounts remaining unpaid after the dde date by Seller within fifteen (15) days from Buyer's receipt of the shipment in question. any invoice Shortages of less than 1% of the net weight of shipments in tank cars or wagons 16. FORCE MAJEURE. If Buyer's ability to take or Seller's ability to deliver the ggoods is impairer. shall not be contested. Seller shall retain records of the weight of each shipment due to circumstances be and reasonable control, including but not limited to fire, flood, and of the certification of all scales used and immediately shall provide such to Government action, acciden t. labor disputes or shortage. or inability to obtain from normal Buyer upon written request. The parties agree to exercise the best efforts in good sources raw material, equipment or transportation, the one so affected shall be excused faith to resolve any discrepancies regarding the weight of any shipment. without liability from taking or mAing delivery to the extent of such impairment. If Seller s ability to deliver the goods is reduced clue to any such circumstance, Seller may reduce the 5. SELLER'S LIMITED WARRANTY- SUBJECT TO THE LIMITATION OF PARAGRAPH contract quantity in any year upon written notice to Buyer if Seller deems such reduction 6. 7. AND 8 Seller warrants that at the time of render the goods will conform to necessary, to effect a fair allocation of the gg oods to users purchasers thereof, in which case c.euers tn& covert sales specifications for the goods described on the face of Buyer's obligation to purchase the goods from Seller hereunder shall be reduced and his document, that lhe� will t -e �t or the ordinary uses explicitly identified for such adjusted accordingly. Notwithstanding. if Seller's ability to deliver the goods is rte �ucr ry P due to any such circumstance. then Buyer may obtain the goods from another sowce goods in Seller's then current product hterature. that Seller will convey good title the quantity of the goods obtained from another source will be credited to any mimr,ur thereto, and that such goods will be delivered free from any lawful security interest, quantity requirement set forth in this contract, if any, lien or encumbrance 17. UNIFORM COMMERCIAL CODE AND JURISDICTION -This contract shall be ggoverned by 6, EXCLUSION AND DISCLAIMER OF ALL OTHER WARRANTIES The limited war- and construed in accordance with the laws of that State of Georgia, including the Commercial Code as in effect in Georgia except as the provisions of such code herein herein ranties contained in paragraph 5 above and those contained in 'T Certifications" modified. Buyer hereby consents and waives any objection to the jurisdiction of and venue above are Seller's sole warranties with respect to the goods. THERE ARE NO in the federal and state courts of Liberty County. Georgia with respect to any action arising OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING MERCHANTABILITY out of or relating to this contract and agrees to bring any such action in said courts OR FITNESS FORA PARTICULAR PURPOSE, EXCEPTAS EXPRESSLY STATED 18. NO THIRD PARTY BENEFICIARY Nothing in this contract shall be constituted as creator, HEREIN. direct or beneficial right in or on behalf of any third party 1 9. ASSIGNMENTS This contract shall not be assigned in whole or in part by Buyer without 7. WARRANTIES L Seller's prior written approval 0. SET -OFF Any indebtedness of Seller to Buyer may not be credited against amounts owed A. Bu er's exclusive remedy and Seller s total liability to Buyer for claims (as by Buyer hereunder. Buyer hereby waives any right of set -off against amounts due our de men in subparagraph 7 (b) below) is expressly limited as follows: Buyer suanl to this contract. has the option of replacement of or credit of the purchase price paid for, the 21 SEVERABILITY In the event any provisions of this contract shall be held invalid or unen goods Supplied hereunder with respect to which damages are claimed. Bu forceable by any court of competent jurisdiction, such holding shall not invalidate or render 9 pP p d Buyer unenforceable any other provisions hereof. waives all other claims by Buyer against Seller. Seller under no circumstances shall 22. MODIFICATION: All sales of goods are limited to and made expressly conditional on Buyers be liable to Buyer for any incidental, consequential, special, exemplary or acceptance of the foregoing terms and conditions, and Seller expressly objects to and punitive damages to any person or property rejects any terms and conditions that may be proposed by Buyer in whic are in addition As used in paragraph 7, 8 and 9 "claims" means all assertions of any legal, to or differ from the foregoing terms and conditions. The terms and conditions of the agree B. 9 ment may not be modified except by written instrument executed by all parties hereto and equitable, and /or admiralty causes of action (including but not limited to neg- take precedence over any inconsistent terms and conditions contained in any purchase ligence or strict liability: other tort; express or implied warranty, indemnity or order, confirmation, acknowledgme or other wntinq, now or hereafter existing, which contract: contribution: or subrogation) related to or arising out of the perfor- may relate to the sale of goods between Buyer and Seller. mance or nonperformance of this contract or the goods purchased hereunder 23. WAIVERS. No dela or failure by Seller in the exercise of any n ht or remedy shall operate C. All limitations of Buyer's remedies and Seller's liabilities shall survive the exp as a waiver lhereofY no single or partial exercise by Seller of g any right or remedy shall y preclude other or further exercise thereof or the exercise of any other right or remedy: and ration, termination or cancellation of this contract. a waiver by Seller of any breach by Buyer shall not be construed as a waiver of any other breach by Buyer Time is of the essence of this Agreement 8. NOTICE OF CLAIM All claims by Buyer shall be deemed waived unless made by 24. ATTORNEYS FEES If any action at law shall be brougght by Seller to recover any amount due Buyer in writing and received by Seller within 60 days of the ship date: provided under this contract on the account of an breach oC or Y o enforce or interpret any of the hat for any claim which snot readily discoverable within such 60 day period such covenants items or conditions of this contract, Seller shall be entitled to recover from Buyer claim shall he deemed waived unless made b and received by is part of its cost reasonable attorneys fees m the aount which shall be fixed by the coon Y Buyer in writing end shall be made pad of any judgement or decree rendered. dered. Seller within 180 days after receipt of the goods or within 30 days after Buyer 25. ENTIRE AGREEMENT This contract sets forth the entire and complete agreement regarding learns or should have been reasonably aware of facts which should have the sublerl Matter hereof N!OWCHER 085361 WARRANT ALLOWED IN SUM OF 350310 POLYDYNE, INC PO BOX 404642 ATLANTA, GA 30384 Carmel Wastewater Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 401991 01- 7202 -06 $32.34 Yo257o 01•72o2.o6 7Y,9 to 4.604 Voucher Total Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No. 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER IL, CITY OF CARMEL 4 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 350310 POLYDYNE, INC Purchase Order No. PO BOX 404642 Terms ATLANTA, GA 30384 Due Date 4/22/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 4/22/2008 401991 $32.34 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 it Date Officer