Reso 2011-1685 - Laserfiche WebLink

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The delivery of the goods and/or services within the time specified is of the essenc:e of this Purchase Order. Buyer shall have the right to cancel any or all item(s) without obligation if delivery Is not made on or before the time(s) specified. In the event SeIer fails to make timely shipment. Buyer shall have the right to purchase elsewhere and unless the delay was caused by unforeseeable circumstances beyond Seller's control, Seller shall reimburse Buyer for any additional charges incuRed, All purchases are F.O.B. destination. freight prepaid by Seller unless otherwise stated on the Purchase Order. Collect shipments will not be accepted. Calculatlona for invoice payment will be calculated from the date Buyer receives the invoice. All packages MUST BEAR THE BUYER'S PURCHASE ORDER number on the shipping label. The risk of loss, injury or destruction, regardless of the cause shall be borne by the Seller until delivery of goods to the specified destination, and Inspection and acceptance of the goods by Buyer. Rejected goods will be returned to SeIer at SeRer's risk and expense. TiUe of goods shall pass to Buyer upon acceptance. Seller warrants that the goods, services and/or workmanship fumlshed and/or delivered pursuant to this Purchase Order shall: (8) Conform In all respect to the description and specifications contained In this Purchase Order; (b) Be merchantable and fit for the ordlnary purposes far which such goods are used or intended to be used; (c) Be new and not secondhand, or good quality and free from defects whether latent or patent In material or workmanship; all material and wOrkmanship Is warranted for a minimum of one (1) year from date of acceptance by Buyer unless otherwise stipulated herein; (d) Be free from any security interests, liens or encumbrances; Seller warrants that It has good and marketable title to the goods delivered hereunder; (e) Comply with the requirements of an applicable federal. state and municipal laws and regulations; (f) Not Infringe upon or violate' any copyrights or patent rights. No warranty, either express or implied, may be modified, excluded or disclaimed In any way by Seller. All warranties shall remain In tul force. notwithstancing acceptance and payment to Buyer. (5) Seller shall indemnify, defend and hold harmless Buyer for all damages, losses and liabilities arising out of (1) the operations of Seller pursuant to this Purchase Order including but not limited to those caused by or arising out of a defective condition in the goods, whether patent or latent, provided that such defect existed at the time of shipment by Seller; (2) infringement of any United States patent, trademark or copyright for or on account of the use of any produd sold to the Buyer, and/or (3) any negligent act. error or omission by the Seller, or its employees, agents, subcontractors or assignees in connection with services performed under this Purchase Order. SeHer agrees to pay all damages, costs and attorney's fees Incurred In the defense of any such claim. (6) Buyer, adlng through its CIty Manager or designee, reseJVes the right to tenninate this order In whole or in part for default if (a) Seller fails to perform in accordance with any of the requirements of this order or (b) Seller becomes Insolvent or Buspends any of Its operations of if any petition is filed or proceeding commenced by or against Seller under any State or Federal Law relating to bankruptcy, reorganization, receivership or assignment for the benefit of aeditorB. Any such termination shall be without liability to the Buyer except for completed Items delivered or accepted by the Buyer. In the event of default by the Seller, Buyer may procure the articles or services covered by this order from other sources and hold the SeRer responsible for any excess costs occasioned thereby, In addition to aU other available remedies at law or equity. (7) Buyer Is exempt from Federal and State Taxes. (8) Seller shall comply with all applicable federal, state and local laws, rules and regulations, including but not limited to the Fair Labor Standards Act and Equal Opportunity Provisions of Executive Orders. Seller must comply with the requirements under Chapter 442, Florida Statutes, that any toxic substance delivered as a part of this order must be accompanied by a Material Safety Data Sheet (M.S.D.S.). (9) This Purchase Order shall be governed and construed accordlng to the laws of the state of Florida. All parties to this Purchase Order shan submit to the jurisdiction of any Florida state or federal court In any action or proceeding arising out of, or relating to, this order or the perfonnance of work hereunder. Venue of any action to enforce this order or the performance of work hereunder shall be in Miami Dade County, Florida. If Buyer or Seller shall be required to enforce the tenns of this order by court proceedings or othetWlse. whether or not formal legal action Is required, the prevailing party shall be entitled to recover from the other party all such costs and expenses, induding but not limited to, costs and reasonable attorney's fees. (10) This Purchase Order contains the entire understanding of the parties relating to the subject matter hereof, supersecing all prior communications. This Purchase Order may not be changed except by written amendment signed by authorized agents of botli Buyer and Seller. Seller Is expressly prohibited from delegating its duties and obligations or transferring or assigning its rights hereunder without the prior written approval of Buyer. (11) Any Shipment made in accordance with this Purchase Order constitutes an acceptance of the foregoing conditions. I" . . - STANDARD TERMS AND CONDITIONS OF PURCHASE ORDER AGREEMENTS (1) (2) (3) (4) ~I! J