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HomeMy Public PortalAbout100_031_Tybee Island Reconfig Quote (without Rate Cards) 13 12 13 204a • • • • Meter Reconfiguration Quote duncan Quote ID: 13 12 13 204a Date Prepared: 12/13/2013 Sales Rep: Todd Nevill Expiry Date: 03/13/2014 Prepared for: Tybee Island Ship-to Region: GA Product ID Description Unit Price Qty Total 1. Meter Reconfiguration Services Reconfigure MX Multi-Space Meter(Does not CONFIG-CHANGE 50.00 27 $ 1,350.00 includes new rate card) Subtotal $ 1,350.00 2.Additional Requirements Sales Tax,if applicable,has not been included. Freight/Shipping to be added to the invoice if applicable. Payment terms: Net 30 Days. Quotation subject to Duncan Solutions,Inc.Standard Terms and Conditions. Please see attached. Please Send Purchase Order To: Duncan Parking Technologies,Inc Attn: Meigan Lindholm 5924 Balfour Court Suite 102 Carlsbad,CA 92008 Ph:(760)688-1522 Fax:(760)930-0843 mlindholm @duncansolutions.com I hereby certify that the products and services referenced above have been requested and that by signing below I am confirming the order and agree to the terms and conditions presented in this quotation Authorized Signature Date Print or Type Name Print or Type Title Bill To Address: Phone Number Ship To Address: Date/Time Printed:12/13/2013 10:43 AM Tybee Island Reconfig Quote(without Rate Cards) 13 12 13 204a Page 1 of 1 Duncan Parking Technologies,Inc.Standard Terms and Conditions EXCEPT AS OTHERWISE PROVIDED HEREIN,SELLER'S LIABILITY SUPPORT FOR MS WINDOWS OPERATING SYSTEMS, ORACLE Revision 2012 05 21 100g HEREUNDER IS LIMITED TO PRICE ACTUALLY PAID BY BUYER, DATA BASE SERVER SOFTWARE OR ANY OTHER THIRD PARTY The terms and conditions contained herein(Terms)apply to the sale to LESS ANY DISCOUNTS,PROMOTIONS OR CREDITS APPLIED,FOR SOFTWARE OR HARDWARE. any buyer(Buyer) of any products or services provided by Duncan THE PRODUCTS OR SERVICES.IN NO EVENT SHALL SELLER BE 15.DELAYS.If a specific shipping date is not agreed in writing between Parking Technologies,Inc.,a Delaware Corporation having a location at LIABLE TO BUYER OR ANY OTHER ENTITY OR PERSON FOR ANY the Parties,Seller is not liable for any loss or damages resulting from any 633 West Wisconsin Avenue Suite 1600 Milwaukee,Wisconsin U.S.A. INCIDENTAL,CONSEQUENTIAL,PUNITIVE OR SPECIAL DAMAGES, actual or alleged delays. 53203,and any of its affiliates or subsidiaries(Seller).Buyer and Seller LOSS OF PROFITS OR OTHER INCOME OR OTHER COSTS OR 16.EXPERIMENTAL SALES OR PRODUCTISERVICE EVALUATIONS. may be referred to herein individually as Party or collectively as Parties. EXPENSES RESULTING FROM THE USE OF OR INABILITY TO USE In the event the products or services or any portion thereof furnished to 1.AGREEMENT.All sales are subject to,and expressly limited to,these THE PRODUCTS OR SERVICES COVERED HEREIN, WHETHER Buyer are identified as "prototypes", "samples", 'for approval", on Terms and any related order acknowledgement,quotation,specifications, ARISING FROM BREACH OR WARRANTY,NEGLIGENCE,STRICT consignment", for trial,""for evaluation",or similar terms,Buyer agrees releases, consignment, or other documents incorporated into these LIABILITY OF SELLER, OR OTHER LEGAL OR EQUITABLE that such material or information is subject to terms of separate Terms by Seller.All different or additional terms or conditions proposed at THEORY.THIS SECTION DOES NOT LIMIT LIABILITY FOR BODILY agreement,is confidential,and Buyer is liable for any disclosure of such any time in any form by Buyer are expressly rejected.The Parties agree INJURY OF A PERSON. agreement,material or information other than to the minimum number its that these Terms,and any relevant and mutually agreed purchase order, 10.SELLER'S REMEDIES.(a)Seller may,at any time and in its sole own employees required for evaluation. release,or quotation is incorporated herein;in total the Agreement.The discretion,delay or cancel shipment of products or discontinue services 17.RETURNS. Returned materials will not be accepted unless Agreement constitutes the entire understanding between the Buyer and where;(i)If Buyer fails to fulfill the terms of payment for any shipment,or authorization has been given by Seller.Seller will provide Buyer with a Seller regarding the products and services. Any change(s)to the Terms (ii)Seller determines that Buyer's ability to pay or meet other obligations return merchandise authorization(RMA)number.Authorized returns must or the Agreement must be in writing and signed by duly authorized under the Terms of the Agreement or any other agreement has changed, be received at Seller's dock within thirty(30)days of the date RMA representatives of the Parties. or(iii)should Seller at any time determine conditions do not warrant number was issued.RMA number must be marked on the outside of each 2.ORDERS AND ACCEPTANCE.Pricing and conditions of sale are shipment based on the Terms, or(iv) Seller may demand cash or package returned or return risks delay or refusal at Seller facilfy.Any stated on Seller's valid quotation or other estimate,All orders by Buyer payment of satisfactory security with respect to all or part of the order, repair,replacement or other accommodation to Buyer is made solely at must be placed by;(a)Buyer purchase order specifically referencing a have the right to change the terms of payment,withdraw credit privileges, Seller's discretion. valid Seller quotation or estimate number,or(b)Buyer execution and or defer or discontinue final shipment,or cancel the order pursuant to the 18.CANCELLATION OR TERMINATION.No order once accepted by return to Seller of Seller's valid quotation,or(c)other acknowledgement provisions of Paragraph 11.Seller may also withhold shipments on any Seller can be cancelled by Buyer without Seller's written consent and only and acceptance of Seller's quotation and these Terms by Buyer,in a form other order of Buyer upon failure to pay any order as due.(b)Should upon payment to Seller of all related losses and expenses.Seller may acceptable to Seller.Buyer agrees that all invoices will be paid in full in Seller find it necessary to obtain assistance in collecting any past due cancel Buyer's order if(a)Buyer's payments are in default on this or any accordance with the Agreement.Buyer agrees that inspection of products balance,Buyer agrees to pay all reasonable attorney fees,collection fees other order,or Buyer breaches any material provision of the Agreement or services shall occur within three(3)business days of delivery of and/or court costs allowable by law.(c)Buyer hereby grants to Seller a or any other agreement between the Parties,(b)substantial changes products or services and that any notification of non-acceptance for any security interest in all products or services purchased hereunder to occur in the availability of raw materials or components provided by third reason shall be made by Buyer to Seller in writing within five(5)business secure payment of the full invoice price thereof,any late charges,and all party vendors,(c)events beyond Seller's reasonable control make it days of delivery of products or services. Notwithstanding any other term expenditures by Seller for taxes,insurance,repairs and maintenance of impossible to assure shipment,(d)Buyer becomes insolvent or is the or condition herein,Buyer agrees that final acceptance of products or the products or services purchased and all loss and expenses incurred by subject of the filing of a bankruptcy petition,or makes an assignment for services occurs immediately upon use of such product or service or on Seller in the collection of the foregoing sums.(d)If Buyer fails to make the benefit of creditors or fails to pay its debts as they come due,(e) the sixth(6")business day after receipt of such goods or services, any payment as due,or if a receiver shall be appointed for Buyer,or if Seller has reasonable belief that Buyer is insolvent or will not pay in whichever occurs first. Buyer shall make an assignment for the benefit of creditors,or if a petition accordance with the terms herein. 3.SPECIFICATIONS. All specifications, descriptions, brochures, in bankruptcy shall be filed by or against Buyer,then Buyer is considered 19.TAXES.All applicable state and local taxes including,but not limited drawings, instructions, manuals or other information applicable to in material breach of the Agreement and Seller is entitled to all remedies to,use,occupation,privilege,sodas,rental and sales taxes shall be in products or services hereunder are provided'as is'and are subject to and rights as a secured party under the Wisconsin Uniform Commercial addition to purchase price and shall be paid by Buyer to Seller or in lieu change at any time at the sole discretion of Seller. Code. In addition,Seller may declare all amounts owing from Buyer thereof Buyer shall provide Seller with a tax exemption certificate 4.INVOICES AND PAYMENT.Provided Seller has granted approval for immediately due and payable and may enter,without legal process,on acceptable to all applicable taxing authorities.This obligation shall survive credit to Seller and such approval has not been suspended or revoked, the premises where the products or services are located and repossess Buyer's payment. payment is due net thirty(30)days from date of invoice unless otherwise the same,and thereafter hold the same absolutely free from all claims of 20.WAIVER.The failure of either Party at any time to enforce or insist specified by Seller in quotation.Seller reserves the right to assess late Buyer.Buyer hereby waives all claims and rights of action for trespass or upon any obligation or right herein or to exercise any right under the fees on overdue payments at a rate of 1%% per month on the damages by reason of such entry,possession and removal.Seller may Agreement shall not be construed as a waiver of any other right, outstanding balance or the maximum rate allowed by law. Seller exercise all or any of the above remedies in addition to and not in lieu of obligation,terms or conditions nor of the future performance under the reserves the right to change payment terms,credit status or to withhold any other remedy at law or equity to which Seller is otherwise entified. Agreement or the future exercise of any such rights. shipment at any time if,in Seller's sole opinion,Buyer's financial condition 11.PATENTS, TRADEMARKS, COPYRIGHTS, OWNERSHIP. All 21.AGENCY AND THIRD PARTY RIGHTS. Buyer and Seller are has changed or is at risk or Seller's relationship with Buyer warrants such intellectual property,including,but not limited to,patentable inventions, independent contracting Parties and nothing in the Agreement makes change.All payments by Buyer to Seller shall be in U.S.dollars.If Buyer patentable plans,copyrightable works,mask works,trademarks,service either Party the agent or legal representative of the other for any purpose has arranged third party financing where payment is issued to Seller by a marks and trade secrets invented,developed,created or discovered in whatsoever,nor does it grant either Party any authority to assume or to party other than Buyer,payment in full is due immediately upon Seller the performance of the Agreement are the property of the Party that so create any obligation on behalf of or in the name of the other. The invoice. invented,developed,created or discovered such intellectual property.For Agreement does not create any relationship of agency,partnership or 5.SHIPPING AND DELIVERY.Delivery dates are estimates based upon any non-hosted,stand-alone system,Buyer acknowledges and agrees joint venture between the Parties. Nothing in the Agreement gives either manufacturing capacities and normal shipping times at the fime of that in the event Buyer elects to dispose of the system,or any portion Party the right to use any corporate names,trademarks or trade names of estimate.Seller is not responsible for any delays or costs or expenses thereof,in any way without the express written consent of Seller,the any other Party.The disclosure of confidential information,if any,does associated with delays in shipping or delivery.Shipping is Ex Works Agreement automatically and immediately terminates without notice. not constitute a representation, warranty, assurance, guaranty or Seller's dock unless otherwise specified in the Agreement.Buyer beam Firmware and software are proprietary products of Seller or third parties inducement with respect to infringement of any rights of third parties. all risk of damage or loss in transit. and are protected under United States copyright laws.Software provided 22.COMPLIANCE WITH LAWS.Seller complies with the provisions of 6.PRODUCT OR SERVICE CHANGES.Seller reserves the right to for installation on personal computers or server systems may be copied Executive Order 11246 dated September 24, 1965, as amended make changes in products or services that do not adversely affect form, for archival purposes only and may not be used on multiple central providing in part that employers will not discriminate against any fit or function.Any change in price shall require approval by Buyer.All processing units(CPUs)concurrently than licensed.No license under any employee or applicant for employment because race,color,religion,sex, changes requested by Buyer in the process or design of products or patents, copyrights,trademarks, mask works,trade secrets or other or national origin;and,that employer will take affirmative action to ensure services are subject to written approval by Seller and to reasonable intellectual property of Seller is granted or implied unless expressly that Equal Employment Opportunity is implemented In employment, changes in delivery and price at Seller's sole discretion.Cancellation granted in writing by Seller. upgrading, promotion, or transfer; recruitment, layoff, termination, charges will be assessed on orders or shipments rescheduled greater 12.INDEMNIFICATION. Each Party agrees to protect, defend, hold compensation or selection for training including apprenticeship.All other than eight(8)weeks later than original order or ship date. harmless and indemnify the other and any successors and assigns from applicable provisions or language of the Rules and Regulations are 7.PRODUCT OR SERVICE LIMITED WARRANTY.(a)Seller warrants and against any claims,damages,losses,and expenses arising out of incorporated herein by reference including the affirmative action clauses that new, unused products are free from defects in material and any(a)actual or alleged infringement of any patent,trademark,copyright regarding disabled veterans and veterans of the Vietnam Era, and workmanship for a period of twelve(12)calendar months from date of or unfair competition by reason of the manufacture,use or sale of any handicapped workers. shipment.(b)Seller warrants that used or refurbished products are free products or services under the Agreement,(b)actual or alleged death or 23.GOVERNING LAW.These Terms are governed by the laws of the from defects in material and workmanship for a period of ninety(90) injury to any person,damage to property or any other damage or loss State of Wisconsin,except where applicable state law disallows Buyer calendar days from date of shipment.(c)Seller's liability is limited to suffered, (c) defect in products or services or breach of warranty, from being bound by the laws of the State of Wisconsin then the laws of repair,replacement or refund,at Seller's sole discretion,for any product contract,or negligence.Notwithstanding anything in the Agreement,at its the state of Buyer's physical location shall govern,however in any case determined by Seller to be defective under normal use, wear and sole option Seller will defend or settle any action brought against Buyer to without regard to any conflicts of laws principles and without regard to the maintenance.Products must be shipped at Buyer's expense and risk of the extent the action is based on claims that Seller's product infringes any U.N.Convention on Contracts for the International Sale of Goods. loss to Seller's location within the warranty period and in compliance with U.S.patent or U.S.copyright.Seller will pay damages and costs finally 24.MISCELLANEOUS.(a)Headings are for convenience of reference current warranty requirements.(d)All warranty claims must be made in awarded against Buyer on such claim,provided however,that in lieu of only and do not affect or limit the meaning of the provisions themselves. writing during the warranty period. (e) Seller,at its sole discretion, such defense or payments,Seller may at its sole discretion(i)procure for (b)Clerical errors are subject to correction without notification or Buyer reserves the right to reject any claim it determines not covered by Buyer the right to license or continue using infringing products,or(ii) acceptance of such changes.(c)No part of the Agreement or any cause warranty.(f)Prior to Buyer's return of products or services,Buyer must replace or modify such products so that they become non-infringing,or of action or dispute arising under it may be assigned or subcontracted obtain a'return merchandise authorization'(RMA)in compliance with (iii)refund to Buyer price actually paid by Buyer for infringing products without the prior written approval of Seller.(d)Buyer may not'set-off or Seller's procedure.(g)Seller assumes no liability for results from the use less reasonable amount for use,wear,tear,damage,or obsolescence,or reduce any amounts owed hereunder,or any indebtedness or any other of any products or services including risk or liability for damages resulting (iv)substitute reasonably suitable non-infringing product for the infringing claim Buyer or Buyer's affiliated or related companies may have against from the abuse,misuse,loss,extreme weather,environmental conditions, product. Seller's obligations under this section are expressly conditioned Seller,or its affiliated or related companies,under the Agreement or any or improper use,including,but not limited to,damages resulting from upon Buyer's prompt written notification to Seller of existence or threat of other agreement(s)between the Buyer and Seller.(e)If any Term of the unsuitability of any product for use with or in any unapproved product or such action,and Seller's sole control over defense and settlement of any Agreement is found by a court of competent jurisdiction to be invalid or assembly.NO ADVICE OR RECOMMENDATION MADE OR GIVEN BY action with all required assistance of Buyer.Where applicable state law unenforceable under any statute,regulation,ordinance,executive order SELLER CONSTITUTES ANY ADDITIONAL OR DIFFERENT disallows any or all of the foregoing indemnifications of Seller by Buyer; or other rule of law,such Term is deemed reformed or deleted,as the WARRANTY THAN EXPRESSLY STATED HEREIN.THIS LIMITED both Buyer and Seller hereby waive such indemnifications,only to the case may be,but only to the extent necessary to comply with such WARRANTY CONSTITUTES SELLER'S SOLE WARRANTY TO extent disallowed,as if such law were applicable to both Parties. statute,regulation,ordinance,order or rule.All remaining provisions of BUYER.SELLER MAKES NO OTHER WARRANTY OF ANY KIND, 13.FORCE MAJEURE.Neither Party shall be responsible for any delay the Agreement remain in full force and effect.In such case the Parties STATUTORY, EXPRESS OR IMPLIED,WRITTEN OR ORAL, AND or failure in performance due to unforeseen circumstances or events agree to replace the unenforceable or invalid Term with language that EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF beyond its reasonable control including but not limited to acts of God, meets the original intent.(f)Any controversy arising from or relating to the MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, war,terror,riot,embargoes,civil or military acts,fire,flood,storms, Terms or the Agreement that cannot be settled by top management of the OR FREEDOM FROM PATENT INFRINGEMENT. accidents, labor strikes,or shortages of food,fuel,energy, labor or Parties shall be submitted to arbitration under the rules of the American 8.PATENTS • COPYRIGHTS-TRADEMARKS • PROPRIETARY materials.The non-performing Party shall make all reasonable efforts to Arbitration Association at the request of either Party. (g) Buyer is RIGHTS.If any product is manufactured or modified according to any notify the other as soon as possible of the circumstances and expected responsible for final disposal of product including all costs and request by Buyer or designs or processes specified by Buyer,Buyer duration of non-performance. compliance with laws related to such disposal.(h)Buyer shall comply hereby indemnifies and saves harmless Seller, its affiliates,officers, 14.LICENSE, OWNERSHIP AND INTELLECTUAL PROPERTY. No with all applicable export regulations and requirements and shall not agents and employees,from any expenses,losses,attorney fees,costs, license under any patents,copyrights,trademarks,mask works,trade export or re-export,directly or indirectly,any technical data,process data, damages or other liability which may be incurred as a result of actual or secrets or other intellectual property of Seller is granted to Buyer,or product data or other data to any country to which such export is alleged infringement of patent,copyright or trademark rights. implied by the disclosure of any information hereunder except that Buyer restricted or prohibited by applicable law.(i)The Agreement is effective 9.LIMITATION OF LIABILITY. Seller is not liable for any costs, shall have a non-exclusive,non-transferrable,revocable license to use on the date Seller's quotation or estimate is executed by Buyer,or expenses,losses,or damages of any kind including but not limited to products and services provided by Seller.Products and services shall not Buyer's purchase order or other order is accepted by Seller either in special,incidental,consequential,indirect or direct,loss of profits or be copied,reproduced,reverse engineered,shared,archived,published, writing or through execution of work against such order.Any executed revenue,loss of use of any kind,replacement,loss of data,recreating licensed,misused,modified,or used for any purpose other than provided copy is deemed an original. data or substitute programs or any other costs. in the Agreement. SELLER IS NOT RESPONSIBLE FOR INSTALLATION, REPAIR, MAINTENANCE OR ANY TYPE OF