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178823 10/24/2009 CITY OF CARMEL, INDIANA VENDOR: 242000 Page 1 of 1 ONE CIVIC SQUARE PHYSIO CONTROL CORP CARMEL, INDIANA 46032 12100 COLLECTIONS CENTER DRIVE CHECK AMOUNT: $1,623.10 CHICAGO IL 60693 CHECK NUMBER: 178823 CHECK DATE: 10/28/2009 DEPARTMENT ACCOUNT PO NUMBER INVO N UMBER AMOUNT DESCRIPTION 102 4467006 656129 911.50 EMS EQUIP -102 4467006 664026 711.60 EMS EQUIP 110/19/09:Mark JCSPPP1 EALL71 qxl 003120155002/mj CARRIER CARRIER TRACKING NUMBER SALES ORDER PAYMENT TERMS WSGRD 0343566146 CNT 1 S2841101- 0 0 Net 30 Days 6 "!"t .............._.._....,._.....W 8 EX 0: .a' ED 342 00 GE SYSTEM �RTS.,�......- ELECTRODES WITH Discount 2.25- QUIK-COMBO CONNECTOR INTL L/C: 926116 Expires: 03/2•/11 8 2. 1.11110 'o 0 0.1 ,CABLE :AS,SY.-�1 LEADSMAIN:, 2 EA ::::.�:o 345.60 E W /ANGLED CONN, FP 5FT Discount 19.20 L/C: 6196450909 2 I Contact MARK HULETT Phone: 317-571-2663 Sub Total 687.60 Frei t and Handling 24.0 F CONTINUED in ACCEPTED NOTE: TERMS CONTAINED ON THE REVERSE SIDE OF THIS DOCUMENT ARE EXPRESSLY MADE A PART OF THIS SALES AGREEMENT AND ARE INCORPORATED HEREIN. point. Partial deliveries may be made and partial invoices shall be permitted and shall become due in accordance with the payment terns. In the absence of shipping instructions from the Purchaser, Physio will obtain transportation on the Purchaser's behalf and for the Purchaser's account. Excess charges for expedited delivery are the responsibility of the Purchaser unless specifically waived by Physic. ARRANGEMENT FOR INSURANCE OF MERCHANDISE IS THE RESPONSIBILITY OF THE PURCHASER, 5. Delays Delivery dates are approximate. Physio will not be liable for any loss or damage of any kind due to delays in delivery or non delivery resulting from any cause beyond its reasonable control, including but not limited to, acts of God, labor disputes, the requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit. and Physio inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Physio and the Purchaser's agreement and the delivery dates shall be extended for the length of such delay. 6. Inspection and Acceptance Claims by the Purchaser for damage to or shortages of goods delivered shall be made within thirty (30) days after shipment by providing Physio with written notice of any deficiency. In the absence of such notice, Physio will deem products and services accepted by Purchaser. Payment is not contingent upori immediate correction of any deficiencies and Physio prior approval is required before the return of any goods to Physio, t 7. Warranty t Physio warrants, its products in accordance with the terms of the standard Physio product warranty applicable to the product to be supplied, and the remedies provided under such warranty shall be the Purchaser's sole and exclusive remedies. The warranties set forth therein are conditioned upon the proper use and maintenance and conformance with any applicable recommendations of Physio and upon Purchaser promptly notifying Physio of any defects. Physio makes no other warranties, express or implied, including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES. 8. Non- Warranty Service Non Warranty service is available by contacting a district office or the headquarters of Physio. All risk of loss, damage, freight and other costs for shipment to and from the point of repair shall be the responsibility of the Purchaser. 9. Patent Indemnity Upon receipt of prompt notice from the Purchaser and with the Purchaser's authority and assistance. Physio agrees to defend, indemnify and hold the Purchaser harmless against any claim that the Physio products covered by this document directly infringe any duty issued United States of America patent. 10. Third Party Liability Physio shall not be liable for and Purchaser shall hold Physio harmless from any liability sustained in favor of third parties arising from or during Purchaser's possession, use or sale of Physio equipment except to the extent that such liability arises solely from Physic's negligence. Physio shall not be liable for and Purchaser shall hold Physio harmless from any liability for consequential damages sustained by Purchaser including those arising from or measured by lost profits under its contracts with third parties. 11. Miscellaneous a) The Purchaser agrees that products purchased hereunder will not be reshipped or resold to any persons or places prohibited by the laws of the United States of America. b) Through the purchase of Physio products, the Purchaser does not acquire any interest in any tooling, drawings, design information, computer programming, patents or copyrighted or confidential information related to said products and the Purchaser expressly agrees not to reverse engineer or decornpile such products or related software and information. c) Physio shall have the right to cancel or suspend this Agreement at any time upon Purchaser making an assignment for the benefit of creditors or becoming bankrupt or insolvent, or upon a petition being filed in a court of competent jurisdiction proposing the appointment of a receiver or that Purchaser is adjudicated bankrupt or insolvent or reorganized under the provisions of any applicable bankruptcy or insolvency law. d) In addition to the rights and remedies reserved herein, Physio shall have all the rights and remedies conferred by law and shall not be required to proceed with performance of the contract arising herefrom if Purchaser is in default to Physio under this or any contract. e) The rights and, obligations of Physio and the Purchaser related to the purchase and sale of products and services described in this document shall be governed by the laws of the State of Washington, United States of America. All costs and expenses incurred by Physio related to enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by the Purchaser. 002007 Physio Control, Inc., a division of Medtronic. MIN 320 1 CAT 26500- 002709 10 /06 /09jMark Hulett EALL71 McWillia� F CARRIER CARRIER TRACKING NUMBER SALES ORDER PAYMENT TERMS GRD R6045518 -00 Net 30 Days i;. i; i; i; i•:. i;• '::ii;' ?iy; ?:''2'i- isi:: i 33> ii y: or:>:»;;: i:' �It�E.:: ...................�'#.�*.6.... l 4 5 TRAVEL E CONTRACT Regular Travel 2.0 0.00 0.00 REF S /R: R6045518 DATE COMP: 10/06/09 CONTRACT: PB09P829 3 Sub Total 911.50 THT PRODUCT IS SUBJECT TO A CONSENT DECREE OF PE ENT I JUNCTIION FILED IN iITNITED STATES V MEDTRONIC, INC: AND PHY IO -CO R L, INC. ET AL 3 :C IV NO C08 -0649 (W D. WASH. 2008). UNDER HE TERMS OF THE CONSENT DECREE, HE I OR;DIST IBUTION OF THIS PRODUCT IS AUTHOR I ZE D IN LIMIT ED CT:RCUM$TANCES TO MEET THE SPECIFIC AND IMMEDIATE.... EE S OF RTICULAR INDTVIDUALSAND ORGANIZATIONS.:' THE RESTRICTIONS:..: HE SA E OR (DISTRIBUTION �F',THIS PRODUCT WffILL BE REMOVED WHEN PHYSIO CONTR L, INC. S SATISFIED FDA THAT ITS FACILITIIES, METHODS, PROCESSES; CONT OL RELA ED Td THE ''"'E��UUU MAN UFACTUREIAND Q, ALITY OF THE PRODUCT ARE N CON ITY WITH TxE QUALITY SYSTEM REGULATION, 21 C F:R. PART 820 E AND T TER S O F THE'; CONSENT DECREE. I i 3 911.5 0 y- Site: 20 O R I G I N A L v ACCEPTED NOTE: TERMS CONTAINED ON THE REVERSE SIDE OF THIS DOCUMENT ARE EXPRESSLY MADE A PART OF THIS SALES AGREEMENT AND ARE INCORPORATED HEREIN. point. Partial delive may be made and partial invoices shall be permitted and shall becorne due in accordance with the paymen terms. mthe absence of shipping instructions from the Purchasef, Physio will obtain transportation on the Purchaser's behalf and for the Purchaser's account. Excess charges for expedited delivery are the responsibility of the Purchaser unless specifically waived by Physio. ARRANGEMENT FOR INSURANCE OF MERCHANDISE |S THE RESPONSIBILITY OF THE PunC*xssn s. Delays Delivery dates are approx Poyoio will nm be liable for any loss or damage of any kind due to delays in delivery or non-delivery resulting from any cause beyond its reasonable control, including but not limited to, acts of God, labor disputes, the requirements of any governmental authonty, �ai-, civil unrest, delays in manufacture, obtaining any required license or permit, and Physic inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Physio and the Purchaser's agreement and the delivery dqtes shall be extended for the length Of Such delay. n. Inspection and Acceptance Claims by the Purchaser for damage to or shortages of goods delivered shall be made within thirty (30) days after shipment by providing Physio with written notice of deficiency. |n\oszuson000/uuchn000a.Physinwxnueemprnuumuanuuemiuenancep/nduvPurcxnse,.Pavmemisnot contingent upon inrirriediate correction of any deficiencies and Physio prior approval is required before the return of any goods to Physic. 7� Warranty pxycio warrants its products in accordance with the tennxvf the standard poyu/o product warranty applicable /o the product tuue supplied, and the remedies provided under such warranty shall be the Purchaser's sole arid exclusive remedies. The warranties set forth therein are conditioned upon the proper use and maintenance and conformance with any applicable recommendations of Physio and upon Purchaser promptly notifying Physio ofany defects. Physic makes no other warranties, express or implied, including, without limitation, NO WARRANTY OF MERCHANTABILITY OR F/rweS3 FOR A PARTICULAR PURPOSE AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER oxMAGE8 m. Non-Warranty Service Non-Warranty service is available by contacting a district office or the headquarters of Physio. All risk of loss, damage, freight and other costs for shipment to arid from the point of repair shall be the responsibility of the Purchaser. y� Patent Indemnity Upon feceipt of prompt notice frorn the Purchaser and with the Purchaser's authority and assistance, Physio agrees toue#,nd. indemnify and hold the Purchaser harmless against any claim that the Physic products covered by this dOCUment directly infringe any duly issued United States ofAmerica potent. 10. Third Party Liability Physio shall not be liable for and Purchaser shall hold Physio harmless from any liability sustained in favor of third parties arising from orduring Purchaser's possession, use u, sale mphyx|vequipment except mthe extent that such liability arises solely hom Physic's negligence, Physic shall not be liable for and Purchaser shall hold Physio harmless from any liability for consequential darnages sustained by Purchaser including those arising from o, measured by lost profits under its contracts with third parties. 11, xxinnooamonva a} The Purchaser agrees that products purchased hereunder will not »e reshipped o, resold /o any persons ur places prohibited bv the laws ovthe United States o,America b) Through the purchase of Physio products, the Purchaser does not acquire any interest in any tooling, drawings, design information, cornputer programming, patents or copyrighted or confidential information related to said products and the Purchaser expressly agrees not to reverse engineer n,uennmpi|e such products n, related software and information. c) Physio shall have the right to cancel or suspend this Agreement at any time upon Purchaser making an assignment for the benefit of creditors or becoming bankrupt or insolvent, or upon a petition being filed in a Court of competent jurisdiction proposing the appointment of a receiver or that Purchaser is adjudicated bankrupt or insolvent or reorganized Linder the provisions of any applicable bankruptcy or insolvency law. u> In addition to the rights and remedies reserved herein, Physio shall have all the rights and remedies conferred by law and shall not be required to proceed with performance of the contract arising herefrom if Purchaser is in default to Physio under this or any contract. c) The rights and obligations of Physio and the Purchaser related to the purchase and sale of products and services described in this document shall be governed by the laws of the State of Washington, United States of Arnerica. All costs and expenses incurred by Physio related to enforcement of its rights Linder this document, including reasonable attorney's fees, shall be reimbLirsed by the Purchaser, t-mnorpxvs/o'oontrm.mc..n division ur Medtronic. MIN auu/a/e-no1/ CAT zssoo'onaroy Page: 1 t Physio- Control, Inc Service Report Billing INVOICE WARM I i Mail payments gnly to this address 1210 Collections Center Rr�ae PH658129 formerly Medtronic E CFEea a IL 60593 11811 Willows Road NE 9 Post Office Box 97006 Phase re- erencelnvac Numtser orb yetur chec.:k 10/06/09 Redmond, WA 98073 -9706 USA I t1t Inqurr�es Catl toll free 1 .800 -4�� 8047 Telephone: 425- 867 -4000 Fax: 425 -881 -2405 F. E.I.N. 91- 0697691 BILL TO ACCOUNT: 10774201 SHIP TO ACCOUNT: 10774201 Sold To: 10774201 CARMEL FIRE DEPARTMENT CARMEL FIRE DEPARTMENT 2 CIVIC SQUARE 2 CIVIC SQUARE CARMEL, IN 46032 CARMEL, IN 46032 UNITED STATES UNITED STATES Please return top portion with payment. Lang Code DATE SHIPPED PURCHASE ORDER NUtv78tR SALES /SERVICE REPRESEN i ATiVE `.:3:.. !10 /06 /09IMark Hulett E McWillia 1 O 03120155002/mj CARRIER CARRIER TRACKING NUMBER SALES ORDER PAYMENT TERMS GRD R6045518 -00 Net 30 Days t lkt` 3I A' tIQ€ ;:::.:::.:.:fi.:d#.:::.(s .:::3:H'.:.:Q...........:.. E#.:, P..# lE.::..::............. l 99400 003505; ILP12 DEFIB /MON, ADAPTIV E i iBIPHASIC, AED, EL SCREEN, PACING, SP02, 12LEAD, FAX, NIBP, ETCO2, TRENDING, 100MM PRINTER S/N:36266689 3011608 -025 ;KIT- REPAIR, FRONT CA 1.0 264.00 264.00 3006190 -200 ;KEYPAD ASSY MAIN C 1.0 234.00 I 234.00 3006241 -101 'LABEL- BEZEL, ECG /MA 1.0 4.00 4.00 3006189 -00 KEYPAD ASSY PRINTCON 1.0 48.50 48.50 3009058 -050 LABEL- PRODUCT ID, BI 1.0 6.00 6.00 30116606 -01 SKIT- REPAIR, REARCASE 1.0 355.00 355.00 0.00 CONTRACT Regular Labor 1.5 0.00 ADAPTIV E 2-:9 �LP12' DEFIB /MON, 1 !BIPHASIC, AED, EL SCREEN, PACING, SP02, 12LEAD, i FAX, NIBP, ETCO2, i TRENDING, 100MM PRINTER _S IN: 362- 6.6.68 -9. I CONTRACT Regular Labor 0.8 0.00 0.00 3 ETON `DEVICE SERVICE E ACTIVITY 3009376 -004 iLIFEPAK NICD BATTERY 1.0 1 0.00 0.00 j CONTRACT Regular Labor 0.1 0.00 0.00 I a CONTINUED v ACCEPTED NOTE: TERMS CONTAINED ON THE REVERSE SIDE OF THIS DOCUMENT ARE EXPRESSLY MADE A PART OF THIS SALES AGREEMENT AND ARE INCORPORATED HEREIN. I General Terms Physio-Control, Inc, ("Physic") acceptance of the Purchaser's order is expressly conditioned on the Purchaser's assent to the terms set foM, iinthis document and its attachments. Physic agrees to furnish the goods and services ordered by the Purchaser only on these terms, and the Purchaser's acceptance of ar portion of the goods and services covered by this document shall confirm their acceptance by the Purchaser. These terms constitute the complete agreeriient between the parties and they shall govern any conflicting or arnbiqUOLIS terms on the Purchaser's Purchase ordercron other documents submitted to Physic by the Purchaser. These terms may riot be revised in any manner withot it the prior written consent of an officer of pxyn|o. z� pooms Unless othervAse indicated in this document, prices of goods and services covered by this document shall be Physio standard prices In effect at the Mile cx delivery. Prices uo not include freight insurance. freight forwarding fees, taxes, duties, import o, export pennit kmonppxcn^|cwme goods and se�icesonvamduvm/suocumom. Sales u, use exauon domes (uSA)unovom:s will �eiovoi�dinaugiUontam� price of the goods and set-vices covered by this document unless Physic receives a copy of a valid exemption certificate prior to delivery. Please forward your tax exemption certificate to the Physic Tax Department P.O. Box 97006, Redmond, Washington 98073-9706 n. Payment Unless otherwise indicated in this document or otherv0se confirmed by Physic in writing, payment for goods and services Supplied by Physio shall be subj� �to/h:oonnvwngte,ms: Domestic (usm)Sales Upon approval of credit uyPhysic. 1ou%or invoice due. thirty (zo) days after invoice date. International Sales Sight draft or acceptable (confirmed) irrevocable letter of credit. Physic may change the terms of payment at any time prior to delivery by providin, g written notice to the Purchaser. Physic reserves the right to charge a/nv6 restocking fee fo,returns, 4. Delivery Unless omex����uic in this document, delivery shall be FOB Po/pio point mnmpmen and title ano risk o, loss shalt Pass oo file Purchauc,atthat vnm/Pumo|uenvenanmavbemaoeanupama|mvuicesxhni|bepennmcuanuxoaxuecmneuuoinonoopuancnxwmme.nmymontx*,mx.|nm° absence of shipping instructions froni the Purchaser, Physic will obtain transportation on the Purchaser's behalf and fol- the Purchaser's accourit. Excess charges for expedited delivery are the responsibility m the Purchaser unless specifically waived uyPhysic. ARRANGEMENT FOR INSURANCE Vp MERCHANDISE |S THE RESPONSIBILITY VF THE PURCHASER. o oo|aya Delivery dates are approx Physic will not ue liable for any loss o,uama9rcx any kind due m delays in delivery nrnon-delivery reSu|uog front any cause beyond its reasonable control, including but riot limited to, acts of God, labor disputes, the requirernents of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and Physic inability to obtain goods from Its Usual Sources, Any such delay shall not be considered a breach of Physic and the Purchaser's agreement and the delivery dates shall be extended for tile Iengt.h of such delay. G. Inspection and Acceptance Claims by the Purchaser for damage to or shortages of goods delivered shall be made within thirty (30) days after shipment by with written notice of any deficiency- In the absence of such notice, Physic will deem products and services accepted by Purchaser. Payment is riot contingent upon immediate correction of any deficiencies and Physic prior approval is required before the return of any goods to Physic, 7. Warranty Physic warrants Ao products in accordance with the terms u/ the standard Physic product warranty applicable *i the product to be supplied, and the remedies provided Linder such warranty shall be the Purchaser's sole and exclusive remedies, The warranties set forth therein are conditioned upon the proper use and maintenance and conformance with any applicable recommendations of Physic and upon Purchaser promptly notifying Physic of any defects. Physic makes no other warranties, express or implied. including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER oxmagES. n, Non-Warrafity Service Non-Warranty vy contacting a district office m the headquarters m Physic. All risk of loss, damage, freight and other costs for shipment u,ond the point m repair shall ue the responsibility m the Purchaser. u. Patent Indemnity Upon receipt of prompt notice from the Purchaser and with the Purchaser's authority and assistance, Physic agrees to defend, indemnify and hold the Purchaser harmless against any claim that the Physic products covered by this document directly infringe any duly issued United States ofAmerica patent. 10. Third Party Liability Physic shall not be liable for and Purchaser shall hold Physic harmiess from any liability sustained in favor of third parties arising from or during Purchaser's possession, use o, sale or Physic equipment except to the extent that such liability arises solely from Physic's negligence. Physic shall not be liable for and Purchaser shall hold Physic harmless from any liability for consequential damages sustained by Purchaser including those arising from or measured b* lost profits under its contracts with third parties. 111. Miscellaneous a) The Purchaser agrees that prodi lots purchased hereunder will not be reshipped or resold to any persons or places prohibited by the laws of tile United States or*menca u) Through the purchase of Physic products. tile Purchaser does riot acquire any interest in any tooling, drawings, design information, computer programming, patents or copyrighted or confidential information related to said products and the Purchaser expressly agrees not to reverse engineer o,gocompi/o such products o, related software and information. o) Physic shall have the right to cancef or suspend this Agreement at any time upon Purchaser making an assignment for the benefit of creditors or becoming bankrupt or insolvent, or upon a petition being filed in a Court of competent jurisdiction proposing the appointment of a receiver or that Purchaser is adjudicated bankrupt or insolvent or reorganized Linder the provisions of any applicable bankruptcy or insolvency law. u> In addition to tile rights and rernedies reserved herein, Physic shall have all the rights and remedies conferred by law and shall not be required to proceed with performance of the contract arising herefrom if Purchaser is in default to Physic under this or any conitact. e) The rights and obligations of Physic and the Purchaser related to the purchase and sale of products and services described in this docurnent shall be governed by the laws of the State of Washington, United States, of America. All costs and expenses incurred by Physic related to enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by the Purchaser. 02007 Physio-Control, Inc., a division of Medtronic. MIN 3201819-001 CAT 265DO-002709 I Physio- Control, Inc Product Billing Pa 2 INVOICE Niait payments nnly to this address 400:: Coilecti6nS Center i Drve PH664026 Formerly Medtronic ERS Chle IL 6116.9..3 11811 Willows Road NE Tease reference lnv©fCe Number a rt OE i c e hek 10/19/09 Post Office Box 97006 I y Redmond, WA 98073 -9706 USA for Irttlu�rles toll ,free 1.80fl 426 8b7 Telephone: 425-867-4000 Fax: 425- 881 -2405 F.E.I.N. 91- 0697691 BILL TO ACCOUNT: 10774201 SHIP TO ACCOUNT: 10774201 Sold To: 10774201 CARMEL FIRE DEPARTMENT CARMEL FIRE DEPARTMENT 2 CIVIC SQUARE 2 CIVIC SQUARE CARMEL, IN 46032 CARMEL, IN 46032 UNITED STATES UNITED STATES P /ease return top portion with payment. Lang Code: >s:? ^sus; DATE SHIPPED PURCHASE ORDER NUMBER SALES /SERVICE REPRESENTATIVE £:.T...:'fAB):.gt .::L...7E�C <3:'i'•::::. 110 9 /09IMark JCSPPP1 EALL71 qxi 1003120155002/mj I CARRIER CARRIER TRACKING NUMBER SALES ORDER PAYMENT TERMS NT 1 52841101 -00 Net 30 Da W SGRD 0343566146 s -C.. _._Y >:E1 d:<:: >EhC <HE<< >tt:31`it::<:::It (fl�. �E:::. :...:#.�;:U# I li 3...................................:..... THIS PRODUCT IS :SUBJECT TO A CONSENT DECREE OF PE ENT I.JUNC.TION FILED; iIN,UNITED STATES V MEDTRONIC, INC. AND PHY IO CO TR L, INC. ETr AL-111 CIUi NO C08 -0649 (W D. WASH. 2808) UNDER HE TE S OF TH CONSENT DECREE, THE SALE. OR OF THIS PRODUCT IS AUTHO IZ D IN IMITED ,CIRCUMSTANCES TO MEET THE SPECIFIC AND IMMEDIATE NEE OF RTICULAR j !INDIVIDUALS AND: -ORGANIZATIONS THE RESTRIC IONS HE SALE OR IDISTRIBUTIJON OF THIS PRODUCT WILL BE REMOVED WHEN PHYSIO fCONTROL, INC. S SATISFIED FD`A i THAT ITS FACILITIES, METHODS, PROCESSES, AN ,RELA ED TO THE MANbFACTURE <AND .QUALITY OF THE PRODUCT ARE N CON OR ITY WITH THE QUALITY SYSTEM REGULATION, 21,:C. FR. PART 8`20 AND THE TERMS F THE CONSENT DECREE.` I i I f j 711.60 Site: 20 O R I G I N A L v ACCEPTED NOTE: TERMS CONTAINED ON THE REVERSE SIDE OF THIS DOCUMENT ARE EXPRESSLY MADE A PART OF THIS SALES AGREEMENT AND ARE INCORPORATED HEREIN. 1� General Terms Phyoio-Cnmm. Inc. (^Px'sio") acceptance o, the Purchaser's order is expressly conditioned onthepunchavo(pamommoeu,mnset fo,,,-th in, this document and its attachments. Physio agrees to furnish tile goods and services ordered by the Purchaser only on these terms, and the Purchaser's acceptance of any portion of the goods and services covered by this docurnent shall confirm their acceptance by the Purchaser. These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms on the Purchaser's Purchase orderor on other docurnents submitted to Physio by the Purchaser. These terms may not be revised in any manner without the prior written consent of art officer of pxyoio. e. pnumy Unless otherwise indicated in this document, prices of goods and services covered by this document shall be Physio standard prices in effect at the time o/ delivery. p,ioea'uo not include freight insurance, freight forwarding fees, taxes, duties, .mpn� other kind applicable m the taxes the p"ceortxa goods andsemicos covered uvm|s document unless p»vaio receives a copy mavaodem:mpnon certificate prior tn delivery. Please forward your tax exemption certificate to the Phyoiu Tax Department P.O. Box 9r0oa. Redmond Washington saora'yrns a. Payment Unless otherwise indicated in this document or otherwise confirmed by Physio in writing, payment for goods and services Supplied by Physio shall be Subject m the following terms: Domestic (uox)Sales Upon approval of credit byphvo|o. 100%ormvo/nadue thirty (oo) days after invoice date International Sales Sight draft o, acceptable (conmmeu) irrevocable letter ofcredit. Physio may change the ternis of payment at anv time prior to delivery by providing written notice to tile Purchaser. Physio reserves the right to charge a/o�6 restocking fee for returns. ool*n,v Unless moe^wye indicated io this document, delivery -hall »eFOB Povs|u point 'u shipment arid title and risk or loss shall pass m the puicoaae,atthat poinL Partial deliveries may be made and partial invoices shall be permitted arid shall become due in accordance with tile payment terms. In the absence of shipping instructions from the Purchaser, Physio will obtain transportation oil the Purchaser's behalf and for the Purchaser's account. Excess charges for expedited delivery are the responsibility of the Purchaser unless specifically waived by Physic. ARRANGEMENT FOR INSURANCE Op MERCHANDISE |S THE RESPONSIBILITY oF THE PURCHASER. s� oe/apa Delivery dates are approximate. Physio will not be liable for any loss oi darnage of any kind due to delays in delivery or, non-delivery reSU1tii1O from any cause beyond its reasonable control, including but not limited to, acts of God, labor disputes, tile requirements of any governmental authority, war, civil unrest. delays in manufacture, obtaining any required license or permit, and Physio inability to obtain goods trom its Usual Sources. Any such delay shall riot ue considered o breach cxphvnio and the Purchaser's agreement arid the delivery dates shall be extended for the length msuch delay. Inspection and Acceptance Clainis by the Purchaser for damage to or shortages of goods delivered shall be made within thirty (30) days after shipment by providing Physio with written notice of any deficiency. In the absence of such notice, Physio will deem products and services accepted by Purchaser. Payment is not contingent upon immediate correction of any deficiencies and Physic prior approval is required before the return of any goods to Physio. T. Warranty Physio warrants its products in accordance with the ternis of the standard Physio prod LiCt wa rra nty applicable to the product tove supplied, and the remedies provided Under such warranty shall be the Purchaser's sole and exclusive remedies. The warranties set forth therein are conditioned upon the proper use and maintenance and conformance with any applicable recommendations of Physio and upon Purchaser promptly notifying Physto of any defects. Physio makes no other warranties, express or implied, including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IN NO EVENT SHALL PHYSIC) BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES. Non-W Service Non-Warranty service is available by contacting a district office or tile headquarters of Physio. All risk or loss. damage, freight and other costs for shipment tn and from the point of repair shall ue the responsibility cx the Purchaser. a� Patent Indemnity Upon receipt of prompt notice from the Purchaser and with the Purchaser's authority and assistance, Physic, agrees to defend, indemnify and hold the PLirchaser harmless against any claim that the Physic products covered by this document directly infringe any duly issued United States of Arnerica potent. ,m� Third Party Liability Physio shall not be liable for and Purchaser shall hold Physio harmless from any liability sustained in favor of third parties arising from or during Purchaser's possession, use v, sale ofpxvoio equipment except mthe extent that such liability arises solely from Physic's negligence. pxpo/n shall not be liable for and Purchaser shall hold Physio harmless from any liability for consequential damages sustained by Purchaser including those arising from or measured uy lost profits under its contracts with third parties. 11� mi0000anewvm a> The Purchaser agrees that products purchased hereunder will not oe reshipped m resold m any persons o, places prohibited uy the laws nfthe United States v,xmsrica b) Through tile purchase of Physio products, the Purchaser does not acquire any interest in any tooling, drawings, design information, computer programming, patents or copyrighted or confidential information related to said products and the Purchaser expressly agrees not to reverse engineer n,uermmnoe such products n, related software and information. c) Physio shall have the right to cancel or suspend this Agreement at any time upon Purchaser making an assignment for the benefit of creditors or becoming bankrupt or insolvent, or upon a petition being filed in a court of competent jurisdiction proposing the appointment of a receiver or that Purchaser I adjudicated bankrupt or insolvent or reorganized under the provisions of any applicable bankruptcy or insolvency law. u) In addition to the rights and remedies reserved herein, Physio shall have all the rights and remedies conferred by law and shall not be required to proceed with performance of the contract arising herefrom if Purchaser is in default to Physio under this or any contract. e> The rights and obligations ovpoysin and the Purchaser related uo the purchase and sale nr products and services described in this document shall be governed by the laws of the State of Washington, United States of America. All costs and expenses incurred by Physio related to enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by the Purchaser. Cc oourph's/u'co"tro/ mu..e division orMedtronic. MIN azo/u1ynu1/ CAT eusno'onomy VOU.CHEFR,•NO. WARRANT NO. ALLOWED 20 Physio Control IN SUM OF 12100 Collections Center Drive Chicago, IL 60693 $1,623.10 ON ACCOUNT OF APPROPRIATION FOR Carmel Fire Department PO# Dept. INVOICE NO. ACCT #/TITLE AMOUNT Board Members 1120 664026 102- 670.06 $711.60 1 hereby certify that the attached invoice(s), or 1120 658129 102- 670.06 $911.50 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 OCT 2 6 2009 Fire Chief Title Cost distribution ledger classification if claim paid motor 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 service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee Purchase Order No. Terms Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 664026 $711.60 658129 $911.50 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 20 Clerk- Treasurer