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203424 11/09/2011 CITY OF CARMEL, INDIANA VENDOR: 00350601 Page 1 of 1 ONE CIVIC SQUARE DUNCAN VIDEO INC CHECK AMOUNT: $315.15 CARMEL, INDIANA 46032 702 ADAMS CARMEL IN 46032 CHECK NUMBER: 203424 CHECK DATE: 11/9/2011 DEPARTMENT ACCOUNT PO NUMBER I NVOICE NUMBER AMOUNT DESCRIPTION 1096 4238000 74622 315.15 SMALL TOOLS MINOR E duncan video, inc. 702 adams street 10/17/11 jun carmel, Indiana 46032 INVOICE DATE 76756 i telephone 317- 815 -6300 fax 317- 815 -6310 1011 800 538 -2800 PAGE 1 CARMEL CLAY PARKS RECREATION', CARMEL CLAY PARKS RECREATION S THE MONON CENTER /L WILLIARD H THE MONON CENTER /L. WILLARD L 1235 CENTRAL PARK DRIVE EAST P 1235 CENTRAL PARK DRIVE EAST T CARMEL, IN 46032 T CARMEL, IN 46032 Q O CUSTOMER NO. P.O. NO. ORDER NO. SHIP VIA TYPE SALESMAN NO. 12410 29015 77450 UPS —PP &A T CK il QTY. ORD. QTY. SHP. B O DESCRIPTION PRICE TOTAL AMOUNT 3 3 NH30TQG, SHURE CARDIOID HEADWORN 99.00 297.00 C ONDENSER MICROPHONE WITH SHOCK OUNT AND 4' CABLE. TERMINTAED O 4 —PIN CONNECTOR. HANK YOU FOR YOUR ORDER! HIP /HAN 18.15 LL RETURNS MUST BE ACCOMPANIED Y AN RMA ALL RETURNS ARE UBJECT TO A 30% RESTOCKING CHARGE p 3 II NOV 0 Y 2011 PUrChM I-�t dot se.+ M C C S -I- v� J os P.Q. O 29 0 5 P P 6.L# 109 2I. X23 S000 Line L- Please Remit To: Duncan Video, Inc. SUBTOTAL 315.15 NET 30 DAYS 702 Adams Street TAX 0.00 Carmel, IN 46032 FREIGHT 0.00 INVOICE 76756 315.15 TOTAL A Service charge of 2% per month will be added to Past Due Accounts. Purchaser shall pay costs of collection including attorney's fees and court cost. Purchaser has read and agrees to all terms on the reverse side of this document, which supercede any other agreement of the parties. TERMS ANIli C0ND�110NS ARTICLE 1.0 CERTIFICATION: Purc ce•t,hos that d will purchase Products only as a bonatide end user, tot its own Internal use ar.+t ey_ f:'' 5PJ P'educl5 will not rese'I same unless otherwise provided in this Agreoment. the other notice thereof prompIN after it bece•nes known to that party if an, r,r these 3c71. c n. er., majeure exceed sixty f6G, continuous or cumulative days. then edhe- oar, may as c, sCe r,, ed ARTICLE 2.0 PREVAILING TERMS AND CONDITIONS: Except in the event of Duncan, Video, Inc this Agreement to the extent not previously i0i'led by giving Tile otr•nr n ,t: i i:nd uariv financing of the Products herewu of :re to m, .,red conditions of this Agreement, and the terms and to the other for damages resulting from that cancellation cordibons contained in any Appendi,e:. reeraent- together form the entire agreement between the panes. Any terms or cony ,in..: c y Cornpary purchase order. request for quotation, ARTICLE 14.0 LIMITED WARRANTY: The •war.art•y c :.,rds err -,r accep'a ce u- ether purc!iasmg do^ g P- oducts which are Inconsistent with. different from Inc 's lin i ed warranty Ic Parchaser aecl caL e dr in a ..:on tine te•^rs.3�L.,orrdri -.i r nt are x>rd warranty cards Dui, a• gel•. in r,l a separate service agreement has bee- chipr..1 r?.l G> t, (n. repo ARTICLE 3.0 APPROVAL OF ORDERS r Aa',(- Ill and ail Company purchase orders for Products Products ot the rift ni. ,r it flit, apt.l c..t, +.ib re Pwcr s c c_ under th,s Ad -1 —a to a•.. 't? =.r by Duncan Video. Inc nlc!uding, if appropriate approval by Du ran V,der, iecct Deoartn Lpon notmo by Duncan Video, !nc Purchaser will furnish EXCEPT FOR THE FOREGOING WARRANTIES. Duncan Video, Inc. HEREBY DISCLAIMS AND Duncan Video ire Luc!+ hnanc,a'i ,r`orma4or is Duncan V died. Inc may reasonably request for this EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO. approval nnn Video Inc may in its sore discretion, cancel this Agreement at any time or delay THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. shipment of Products ;t Purchaser fads to meet credit requirements established by Duncan Video. Inc ANY WARRANTY WITH REGARD TO ANY CLAIM OF INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2 -312 (3) OF THE UNIFORM COMMERCIAL CODE AND /OR IN ANY OTHER COMPARABLE Purchaser authorizes Duncan Video, Inc to file 6rancing statements, signed only by Duncan Video, Inc., STATE STATUTE RESPECTING PRODUCTS IS EXPRESSLY EXCLUDED. DUNCAN VIDEO. INC ,«hicn Duncan Video Inc. deems necessary to eslao sh or maintain a secinly interest in the Equipment HEREBY DISCLAIMS ANY REPRESENTATON OR WARRANTY THAT PRODUCTS ARE COMPATIBLE i�s:ad ;r !h :n,,: WITH ANY COMBINATION OF NON DUNCAN VIDEO. INC. PRODUCTS Purchaser MAY CHOOSE TO CONNECT TO PRODUCTS. ARTICLE 4.0 PRODUCTS. "lull ,.'e Ui s Agreement and :rte guar ut.es (hereof ale only those specd,cally identdied in n.,lr,,; r Products may be adder to this Agreement only by the panes ARTICLE 15.0 LIMITATION OF LIABILITY: THE LIABILITY OF DUNCAN VIDEO. INC., IF ANY. AND agreement in writing. Duncan V• it may make changes to Products that do not adversely affect their Purchaser's SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND corm, fit or function without hs c ,io; -oval of or notification tc Purchaser. Duncan Video. Inc. will give WHATSOEVER UNDER THIS AGREEMENT. REGARDLESS OF LEGAL THEORY. WILL NOT BE P..irchaser prior notice if Duncan Video, inc ma +es changes tin PT.. duc*s that affect [he.,r form ht or lunc6on GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE PRODUCTS WITH RESPECT TO WHICH or discontinues any Products prior to tu't :••nen.t hereunder in surb even' Duncan Vmen Inc will use SUCH CLAIM IS MADE. UNDER NO CIRCUMSTANCES WILL DUNCAN VIDEO. INC. BE LIABLE TO reasonable efforts to find a s.iUaG!War cnc;: _t acceplab!e lc Purcha =.r n Purchasers sr. d,s:rehor cu* Purchaser FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATIVE failing that. then ewer par, riay cancel any Company pull "n,rae cider for Producs tb the extent not TO THIS AGREEMENT INCLUDING. BUT NOT LIMITED TO, DAMAGES FOR COMPENSATION. R; it+P,UP`1rfAE "!T nr 1 CSS O' ^nFSENT OP Pn OSPECT!VE PRCF17S EXPEFJDITIIPFQ dVVESfNIENT9 Oh CDGaftilifvlEiViS. 'WHETHE!, fAA;;t- iV a tS ABLI :;t f1Er 0L MAINTENANCE OF BUSINESS REPUTATION UP, GOOUV.'ILL COS] OF CAPITAL OR FOR A :J, ARTICLE 5.0 PRICES AND PAYMENT: Purchase, mil pay Duncan Video. Inc those paces incficateo in OTHER REASON WHATSOEVER, INCLUDING. BUT NOT LIMITED TO THE CLAIMS OF ANY THIRD this Agreement tot Products. Unless otherwise provided, Duncan Video, Inc, may change prices for any PARTY. This limitation of liability will in no way affect Purchaser's right to seek appropriate relief Products, whose estimated delivery date indicated in this Agreement is more than sixty (60) days after the at law arising from or incident to any death, personal injury or property damage which is in any way date hereof, by giving Purchaser prior notice. It because of any price increase. Purchaser does not wish connected to Duncan Video, Inc.'s negligence, willful misconduct or strict liability in tort with to purchase Products previously ordered. then Purchaser may, as Its sole remedy. cancel this Agreement respect to Products and their use. to the extent not previously fulfilled by giving Duncan Video. Inc notice within ten (10) days of t'nat notice Un otre ^mse provided in this Agreement Purchaser must pay for Products in full within thirty (30) days ARTICLE 16.0 DEFAULTS: If Purchase s :iel, .,!t o• ar of the terms or conditions c' r s Ag•eorr: nt of the r invoice date. Purchaser may not matte deductions or offsets of any hind from payrnents dire Duncan or any other agreement with Duncan Video, Inc L',:ru,+n o i. may suspend `u� ^er pe•td Video. Inc. urless Purchaser has received a svnhen credit memorandum from Duncan Video, Inc, under this Agreement authonzulg !hat deduction or offset. ARTICLE 17.0 TRADEMARKS: Purchaser acknowledges th•- •.a I Dun.: an Video. Inc I tradend ARTICLE 6.0 TRANSPORTATION COSTS: Unless otherwise provided in this Agreement. the prices for and trademarks appearing on Products, and Purchaser will have no r-.ght to or interest it any tradr ma -s Products indicated in this Agreernent exclude a transportation costs, including, but not limited to. freight, or tradenames owned, used or claimed now or in the future by Duncan V deo !ne insurance and special handling and p,,--aging and Duncan Video Inc -,N 11 prepay these costs and invoice them to Purchase ARTICLE 18.0 NOTICES: Any notice given under firs Agreement will be deemed to be s,ff c•tinty gwr 1 1 when sent '.n writing by cemfted or registered mail or by facsimile or other rapid form of trar•s -ssfor :."e c ARTICLE 7.0 TAXES: The prices lc, indicated it this Agreement exclude all taxes, including receipt is acknowledged to the parties at their respective addresses set forth herein or as ir,se adores,- m not nrted to sales excisa ;r use to >.es Pur laser shall pay all sa' m es. use, ad valorem. excise and,or may be subsecuently changed by giving notice The dale o' ri no or transrr.ss, o' any nc <ee herer a ^g of ^a Nixes 1-posec cr• e:t ^e: party oy v rtue of t ^•s Agicc a excopi for taxes cased or Duncar. writ 01 heel nw 17ie date or c; vial r sue ras Geer green. .::e., iii; s net rrcome Duncan Video Ire will invoice Purchaser for any of these taxes Duncan Video, !n(, ,s lean iy ubt'9ated to collect from Purchaser ARTICLE 19.0 EXPORT: Purchaser will rot export any Products or related technology ur sc'ry re clarion of applicable U.S laws and regulations Purchaser will be responsible for obtairing any Ie1.,i•, ARTICLE 8.0 ADJUSTMENTS: It the prices for Products indicated m this Agreement are prices •.vhich export licenses for Products navo teen reduced. either based: (a) on purchaser's representation that Company scold purchase certain minimum quantities of Products and Purchaser fails to purchase those minimums, or Ibi a Purchasers ARTICLE 20.0 ASSIGNMENT: Purchaser may not assign any of its nghts or oe,eg:,r a ^y n' •ts cat es representaton that Purchaser was purer acing Products for its own use and not for resale 1),t Purchaser or obligations under this Agreement without Duncan Video, lnc.'s prior written ccnser• n a :resent resells same then, m addition to any other remedies available to Duncan Video. Inc under this Agreement not be unreasonably delayed or withheld Any assignment or delegation hereof b, PL •crane or allowed by law for that default, Duncan Video, Inc. play retroactively increase those prices to .rake Inem Duncan Video. Inc. s consent will be ger��es equal to those prevailing for the quantities of PrOqLetS actually purchaetl, by Company and or for the- appropriate resale class of trade, and Dunca n Video 'inv'oi Purchaser. for ar,y resultlhg i n f F��'t5`ayax+�r time other's default m its obligations under any Tern or in paces. .f �i.�+1'�i nt tins Agreement w!n t +ot in any v, y affect that party's right to enfo ce and compel sin. I ±r38*wfte or w.¢h any other terra or condition ARTICLE 9.0 FINANCE CHARGE /COSTS OF COLLECTION It Parchaser fads to pay Duncan Video, Inc. for Products when due, then, in addition to ally r. r e -.D s al, ab.e to Duncan Video. Inc. under ARTICLE 29 0 Gin i, ifif4' ,J O remedy accorded either party under this Agrement e this Agreement or allowed by law for that der,Lr c1 ,r pay Duncan Video, Inc an addi iv'e' [fights and remedies acc orded inat party hereunder C r monthly financing change equal to the :esser of ]JO percenl (2.0 of, (b) the maximum monthly alowed idy law thereto- 3 interest rate alinwed by laird, on anv amcl,nts cast a ,..rsab�e dine•, tai 1= -:nnrb tn:.t avii rac S AR i -.,NVALiilITY x hln an, i.i„ re ,c r., long rr a ^dhonu r, t not bir at+ected the ec: ARTICLE 10.0 DELIVERY A dr.. 1 es'i.I -r,rs no n h, P e:, r greeme• i are given for reference only and Duncan V,-, -o, trx: will use reasonable efforts To meet them Purchaser wilf ARTICLE 24.0 CHOICE OF LAV6.This Agreernent will be construed and enforced in accordance r not be excused from its obligation to pay Mr Products when finally delivered or from any of itsbillh% r '.rem ?.v.,lState of Indiana without reference to its conflicts of law principles Probe Venue !c' obligations hereunder. However. if Dun,:ar V,de„ Inc. delays delivery of Products by more. than sxiv i60) Hurons arising from In =s Agreernent shall be HaIniltoo County Indiana days after The estimated oeliverr date then Purchaser may as its sole remedy. canoe' Any rUrcnase- for Products to the extent riot prevou =_'y furf,fed by giving Duncan Video, Inc notice within ten tins oaya ARTICLE 25.0 SOFTWARE: Any License Agreement enclosed ,n the ong.aai laotor pacsaq and neither party will be liable to the other for damages resulting from that cancellation. Rro,;tictS wt_ vte those additional terms and conditions of any license granted to Purchaser iooi cabie those Products. 61 all other cases, any softy are furnished by Duncan Video Inc under his Aweei^e• ARTICLE 11.0 METHODS AND POINT OF DELIVERY: Unless otherwise provided in this Agreement- done so on a non trarsfc.itole licensz use basis and all right. Tire and ihIc,t s+ Inerein s and rr'i •e D,nean V dec Inc li! cho •sr. he carrier for shipping Producs and al: shipments of Products to Purchaser' vested exnu ��"""1 C an Vice s it so.S Purchas i W]I rot deL, D.ie in s u en Dr� .a =P be r r O B Dill Video Inc i therwise dir r n Odin .r.e n' *r hind by D a l Video, Inc nor will PUrChasel w ;r.,r_ r i,ry ,,�e I copy of each sucr soft•wa e'rc,t_- r ARTICLE 12,0 RISK OF LOSS: f +s, of os_ c' or danlag_ to ar t%•,a -u ='r.ri c c f, r r u ill „(f; A so rware upon cessa'. c Dunc.: n'dlddG :clue J t the- 1 Jn he,f, A curie• AT ins ier da.^' gr ti- 047n; Prducts !it's.; P pt.ict aot? +3 r r. S ItJ c, ...,..J in: ib is he c:,ns do'ed con'de' o mus be face .r' asr d ectl) he ,r. i_ o :rte insurance Lull parry ia_ la, ct ihtr •:a •r n'ialien and wilt be herd by F r I ,r tn.. a o;ed on a nea0'. -Krcr basis t- thuSa of its employees vino have agree .n r t co^ u,, t,r,,r, o' P r•..- ^c••. ARTICLE 13.0 FORCE MAJEURE. Eau;, party wi11 be excused from any de',ailt i- its oblicatons under party con6dent+al information Iris Agreement other fi,an the payment .,t lurev duo resuibng from any act oI evenl ba fond its reasonable controi or responsWLty rnciud'ng cut not inited to acts of God. accident. tire flood storm, riot. war, ARTICLE 26.0 ENTIRE AGREEMENT: Tns Agreement and ary .appendices I.- this Anree sabo.age, exp osion. stake. lo, xc u, abor d:,turuance, naiona defense regc nor ert goiernmental action. supersede, terminate and otherwise vo•d an. a ;I I or or writer aod,or oral agreemer „con law. ordinance, rule dr regulator ,+."e:'•e .ar or invand inabddy to obtain o, edrta,iment of electricity or parties with respect to Products Tbere are .o iaiiart es epresentahons, or understandings of a other types of energy, raw mate lab; r crnnponent products or transportati a on, failure of hernial sources or description whatsoever made by Then panv in tie •tire- exceot such as are expressly -et tic. of supply, or any _similar or d Il rcient :•.:ingency wren would make performance or timely re ^xance This Agreerc nw ­ay riod,t on r by a c. 1- si;:ned by both part es a, commercially impracticable rile o. re ng on any of these acts or events of force ma,eu must give reference hereto ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice of bill to be properly itemized must show; kind of service, where performed, dates service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee Purchase Order No. 00350601 Duncan Video, Inc. Terms 702 Adams Street Carmel, IN 46032 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) PO Amount 10/17/11 76756 Headset mics for group fitness studios 29015 315.15 Total 315.15 1 hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and I have audited same in accordance with IC 5- 11- 10 -1.6 20_ Clerk- Treasurer Voucher No. Warrant No. 00350601 Duncan Video, Inc. Allowed 20 702 Adams Street Carmel, IN 46032 In Sum of$ 315.15 ON ACCOUNT OF APPROPRIATION FOR 109 Monon Center PO# or INVOICE NO. ACCT #/TITLE AMOUNT Board Members Dept 1096 -21 74622 4238000 315.15 1 hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except 3 -Nov 2011 Signature 315.15 Accounts Payable Coordinator Cost distribution ledger classification if Title claim paid motor vehicle highway fund