HomeMy Public PortalAbout20131213Tybee Island Reconfig Quote (without Rate Cards) 13 12 13 204a.pdfQuote ID:13 12 13 204a 12/13/2013
Sales Rep:Todd Nevill 03/13/2014
Prepared for:Tybee Island GA
Product ID Description Unit Price Qty Total
CONFIG ‐ CHANGE Reconfigure MX Multi‐Space Meter (Does not
includes new rate card) 50.00 27 1,350.00$
Subtotal 1,350.00$
1,350.00$
Please Send Purchase Order To:
Duncan Parking Technologies, Inc
Attn: Meigan Lindholm
5924 Balfour Court Suite 102
Carlsbad CA 92008
Sales Tax, if applicable, has not been included.
2. Additional Requirements
Payment terms: Net 30 Days.
Quotation subject to Duncan Solutions, Inc. Standard Terms and Conditions. Please see attached.
Freight/Shipping to be added to the invoice if applicable.
Meter Reconfiguration Quote
Date Prepared:
Expiry Date:
1. Meter Reconfiguration Services
Total
Ship‐to Region:
Carlsbad, CA 92008
Ph: (760) 688‐1522 Fax: (760) 930‐0843
mlindholm@duncansolutions.com
Authorized Signature Date
Print or Type Title
Bill To Address:
Phone Number
Ship To Address:
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
Print or Type Name
Tybee Island Reconfig Quote (without Rate Cards) 13 12 13 204a Page 1 of 1
Date/Time Printed: 12/13/2013 10:43 AM
Duncan Parking Technologies, Inc. Standard Terms and Conditions
Revision 2012 05 21 100g
The terms and conditions contained herein (Terms) apply to the sale to
any buyer (Buyer) of any products or services provided by Duncan
Parking Technologies, Inc., a Delaware Corporation having a location at
633 West Wisconsin Avenue Suite 1600 Milwaukee, Wisconsin U.S.A.
53203, and any of its affiliates or subsidiaries (Seller). Buyer and Seller
may be referred to herein individually as Party or collectively as Parties.
1. AGREEMENT. All sales are subject to, and expressly limited to, these
Terms and any related order acknowledgement, quotation, specifications,
releases, consignment, or other documents incorporated into these
Terms by Seller. All different or additional terms or conditions proposed at
any time in any form by Buyer are expressly rejected. The Parties agree
that these Terms, and any relevant and mutually agreed purchase order,
release, or quotation is incorporated herein; in total the Agreement. The
Agreement constitutes the entire understanding between the Buyer and
Seller regarding the products and services. Any change(s) to the Terms
or the Agreement must be in writing and signed by duly authorized
representatives of the Parties.
2. ORDERS AND ACCEPTANCE. Pricing and conditions of sale are
stated on Seller‟s valid quotation or other estimate. All orders by Buyer
must be placed by; (a) Buyer purchase order specifically referencing a
valid Seller quotation or estimate number, or (b) Buyer execution and
return to Seller of Seller‟s valid quotation, or (c) other acknowledgement
and acceptance of Seller‟s quotation and these Terms by Buyer, in a form
acceptable to Seller. Buyer agrees that all invoices will be paid in full in
accordance with the Agreement. Buyer agrees that inspection of products
or services shall occur within three (3) business days of delivery of
products or services and that any notification of non-acceptance for any
reason shall be made by Buyer to Seller in writing within five (5) business
days of delivery of products or services. Notwithstanding any other term
or condition herein, Buyer agrees that final acceptance of products or
services occurs immediately upon use of such product or service or on
the sixth (6th) business day after receipt of such goods or services,
whichever occurs first.
3. SPECIFICATIONS. All specifications, descriptions, brochures,
drawings, instructions, manuals or other information applicable to
products or services hereunder are provided „as is‟ and are subject to
change at any time at the sole discretion of Seller.
4. INVOICES AND PAYMENT. Provided Seller has granted approval for
credit to Seller and such approval has not been suspended or revoked,
payment is due net thirty (30) days from date of invoice unless otherwise
specified by Seller in quotation. Seller reserves the right to assess late
fees on overdue payments at a rate of 1½% per month on the
outstanding balance or the maximum rate allowed by law. Seller
reserves the right to change payment terms, credit status or to withhold
shipment at any time if, in Seller‟s sole opinion, Buyer‟s financial condition
has changed or is at risk or Seller‟s relationship with Buyer warrants such
change. All payments by Buyer to Seller shall be in U.S. dollars. If Buyer
has arranged third party financing where payment is issued to Seller by a
party other than Buyer, payment in full is due immediately upon Seller
invoice.
5. SHIPPING AND DELIVERY. Delivery dates are estimates based upon
manufacturing capacities and normal shipping times at the time of
estimate. Seller is not responsible for any delays or costs or expenses
associated with delays in shipping or delivery. Shipping is Ex Works
Seller‟s dock unless otherwise specified in the Agreement. Buyer bears
all risk of damage or loss in transit.
6. PRODUCT OR SERVICE CHANGES. Seller reserves the right to
make changes in products or services that do not adversely affect form,
fit or function. Any change in price shall require approval by Buyer. All
changes requested by Buyer in the process or design of products or
services are subject to written approval by Seller and to reasonable
changes in delivery and price at Seller‟s sole discretion. Cancellation
charges will be assessed on orders or shipments rescheduled greater
than eight (8) weeks later than original order or ship date.
7. PRODUCT OR SERVICE LIMITED WARRANTY. (a) Seller warrants
that new, unused products are free from defects in material and
workmanship for a period of twelve (12) calendar months from date of
shipment. (b) Seller warrants that used or refurbished products are free
from defects in material and workmanship for a period of ninety (90)
calendar days from date of shipment. (c) Seller's liability is limited to
repair, replacement or refund, at Seller's sole discretion, for any product
determined by Seller to be defective under normal use, wear and
maintenance. Products must be shipped at Buyer‟s expense and risk of
loss to Seller's location within the warranty period and in compliance with
current warranty requirements. (d) All warranty claims must be made in
writing during the warranty period. (e) Seller, at its sole discretion,
reserves the right to reject any claim it determines not covered by
warranty. (f) Prior to Buyer's return of products or services, Buyer must
obtain a „return merchandise authorization‟ (RMA) in compliance with
Seller‟s procedure. (g) Seller assumes no liability for results from the use
of any products or services including risk or liability for damages resulting
from the abuse, misuse, loss, extreme weather, environmental conditions,
or improper use, including, but not limited to, damages resulting from
unsuitability of any product for use with or in any unapproved product or
assembly. NO ADVICE OR RECOMMENDATION MADE OR GIVEN BY
SELLER CONSTITUTES ANY ADDITIONAL OR DIFFERENT
WARRANTY THAN EXPRESSLY STATED HEREIN. THIS LIMITED
WARRANTY CONSTITUTES SELLER'S SOLE WARRANTY TO
BUYER. SELLER MAKES NO OTHER WARRANTY OF ANY KIND,
STATUTORY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND
EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR FREEDOM FROM PATENT INFRINGEMENT.
8. PATENTS - COPYRIGHTS-TRADEMARKS - PROPRIETARY
RIGHTS. If any product is manufactured or modified according to any
request by Buyer or designs or processes specified by Buyer, Buyer
hereby indemnifies and saves harmless Seller, its affiliates, officers,
agents and employees, from any expenses, losses, attorney fees, costs,
damages or other liability which may be incurred as a result of actual or
alleged infringement of patent, copyright or trademark rights.
9. LIMITATION OF LIABILITY. Seller is not liable for any costs,
expenses, losses, or damages of any kind including but not limited to
special, incidental, consequential, indirect or direct, loss of profits or
revenue, loss of use of any kind, replacement, loss of data, recreating
data or substitute programs or any other costs.
EXCEPT AS OTHERWISE PROVIDED HEREIN, SELLER'S LIABILITY
HEREUNDER IS LIMITED TO PRICE ACTUALLY PAID BY BUYER,
LESS ANY DISCOUNTS, PROMOTIONS OR CREDITS APPLIED, FOR
THE PRODUCTS OR SERVICES. IN NO EVENT SHALL SELLER BE
LIABLE TO BUYER OR ANY OTHER ENTITY OR PERSON FOR ANY
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES,
LOSS OF PROFITS OR OTHER INCOME OR OTHER COSTS OR
EXPENSES RESULTING FROM THE USE OF OR INABILITY TO USE
THE PRODUCTS OR SERVICES COVERED HEREIN, WHETHER
ARISING FROM BREACH OR WARRANTY, NEGLIGENCE, STRICT
LIABILITY OF SELLER, OR OTHER LEGAL OR EQUITABLE
THEORY. THIS SECTION DOES NOT LIMIT LIABILITY FOR BODILY
INJURY OF A PERSON.
10. SELLER'S REMEDIES. (a) Seller may, at any time and in its sole
discretion, delay or cancel shipment of products or discontinue services
where; (i) If Buyer fails to fulfill the terms of payment for any shipment, or
(ii) Seller determines that Buyer‟s ability to pay or meet other obligations
under the Terms of the Agreement or any other agreement has changed,
or (iii) should Seller at any time determine conditions do not warrant
shipment based on the Terms, or (iv) Seller may demand cash or
payment of satisfactory security with respect to all or part of the order,
have the right to change the terms of payment, withdraw credit privileges,
or defer or discontinue final shipment, or cancel the order pursuant to the
provisions of Paragraph 11. Seller may also withhold shipments on any
other order of Buyer upon failure to pay any order as due. (b) Should
Seller find it necessary to obtain assistance in collecting any past due
balance, Buyer agrees to pay all reasonable attorney fees, collection fees
and/or court costs allowable by law. (c) Buyer hereby grants to Seller a
security interest in all products or services purchased hereunder to
secure payment of the full invoice price thereof, any late charges, and all
expenditures by Seller for taxes, insurance, repairs and maintenance of
the products or services purchased and all loss and expenses incurred by
Seller in the collection of the foregoing sums. (d) If Buyer fails to make
any payment as due, or if a receiver shall be appointed for Buyer, or if
Buyer shall make an assignment for the benefit of creditors, or if a petition
in bankruptcy shall be filed by or against Buyer, then Buyer is considered
in material breach of the Agreement and Seller is entitled to all remedies
and rights as a secured party under the Wisconsin Uniform Commercial
Code. In addition, Seller may declare all amounts owing from Buyer
immediately due and payable and may enter, without legal process, on
the premises where the products or services are located and repossess
the same, and thereafter hold the same absolutely free from all claims of
Buyer. Buyer hereby waives all claims and rights of action for trespass or
damages by reason of such entry, possession and removal. Seller may
exercise all or any of the above remedies in addition to and not in lieu of
any other remedy at law or equity to which Seller is otherwise entitled.
11. PATENTS, TRADEMARKS, COPYRIGHTS, OWNERSHIP. All
intellectual property, including, but not limited to, patentable inventions,
patentable plans, copyrightable works, mask works, trademarks, service
marks and trade secrets invented, developed, created or discovered in
the performance of the Agreement are the property of the Party that so
invented, developed, created or discovered such intellectual property. For
any non-hosted, stand-alone system, Buyer acknowledges and agrees
that in the event Buyer elects to dispose of the system, or any portion
thereof, in any way without the express written consent of Seller, the
Agreement automatically and immediately terminates without notice.
Firmware and software are proprietary products of Seller or third parties
and are protected under United States copyright laws. Software provided
for installation on personal computers or server systems may be copied
for archival purposes only and may not be used on multiple central
processing units (CPUs) concurrently than licensed. No license under any
patents, copyrights, trademarks, mask works, trade secrets or other
intellectual property of Seller is granted or implied unless expressly
granted in writing by Seller.
12. INDEMNIFICATION. Each Party agrees to protect, defend, hold
harmless and indemnify the other and any successors and assigns from
and against any claims, damages, losses, and expenses arising out of
any (a) actual or alleged infringement of any patent, trademark, copyright
or unfair competition by reason of the manufacture, use or sale of any
products or services under the Agreement, (b) actual or alleged death or
injury to any person, damage to property or any other damage or loss
suffered, (c) defect in products or services or breach of warranty,
contract, or negligence. Notwithstanding anything in the Agreement, at its
sole option Seller will defend or settle any action brought against Buyer to
the extent the action is based on claims that Seller‟s product infringes any
U.S. patent or U.S. copyright. Seller will pay damages and costs finally
awarded against Buyer on such claim, provided however, that in lieu of
such defense or payments, Seller may at its sole discretion (i) procure for
Buyer the right to license or continue using infringing products, or (ii)
replace or modify such products so that they become non-infringing, or
(iii) refund to Buyer price actually paid by Buyer for infringing products
less reasonable amount for use, wear, tear, damage, or obsolescence, or
(iv) substitute reasonably suitable non-infringing product for the infringing
product. Seller‟s obligations under this section are expressly conditioned
upon Buyer‟s prompt written notification to Seller of existence or threat of
such action, and Seller‟s sole control over defense and settlement of any
action with all required assistance of Buyer. Where applicable state law
disallows any or all of the foregoing indemnifications of Seller by Buyer;
both Buyer and Seller hereby waive such indemnifications, only to the
extent disallowed, as if such law were applicable to both Parties.
13. FORCE MAJEURE. Neither Party shall be responsible for any delay
or failure in performance due to unforeseen circumstances or events
beyond its reasonable control including but not limited to acts of God,
war, terror, riot, embargoes, civil or military acts, fire, flood, storms,
accidents, labor strikes, or shortages of food, fuel, energy, labor or
materials. The non-performing Party shall make all reasonable efforts to
notify the other as soon as possible of the circumstances and expected
duration of non-performance.
14. LICENSE, OWNERSHIP AND INTELLECTUAL PROPERTY. No
license under any patents, copyrights, trademarks, mask works, trade
secrets or other intellectual property of Seller is granted to Buyer, or
implied by the disclosure of any information hereunder except that Buyer
shall have a non-exclusive, non-transferrable, revocable license to use
products and services provided by Seller. Products and services shall not
be copied, reproduced, reverse engineered, shared, archived, published,
licensed, misused, modified, or used for any purpose other than provided
in the Agreement. SELLER IS NOT RESPONSIBLE FOR
INSTALLATION, REPAIR, MAINTENANCE OR ANY TYPE OF
SUPPORT FOR MS WINDOWS OPERATING SYSTEMS, ORACLE
DATA BASE SERVER SOFTWARE OR ANY OTHER THIRD PARTY
SOFTWARE OR HARDWARE.
15. DELAYS. If a specific shipping date is not agreed in writing between
the Parties, Seller is not liable for any loss or damages resulting from any
actual or alleged delays.
16. EXPERIMENTAL SALES OR PRODUCT/SERVICE EVALUATIONS.
In the event the products or services or any portion thereof furnished to
Buyer are identified as "prototypes", "samples", 'for approval", "on
consignment", “for trial,” "for evaluation", or similar terms, Buyer agrees
that such material or information is subject to terms of separate
agreement, is confidential, and Buyer is liable for any disclosure of such
agreement, material or information other than to the minimum number its
own employees required for evaluation.
17. RETURNS. Returned materials will not be accepted unless
authorization has been given by Seller. Seller will provide Buyer with a
return merchandise authorization (RMA) number. Authorized returns must
be received at Seller's dock within thirty (30) days of the date RMA
number was issued. RMA number must be marked on the outside of each
package returned or return risks delay or refusal at Seller facility. Any
repair, replacement or other accommodation to Buyer is made solely at
Seller's discretion.
18. CANCELLATION OR TERMINATION. No order once accepted by
Seller can be cancelled by Buyer without Seller's written consent and only
upon payment to Seller of all related losses and expenses. Seller may
cancel Buyer‟s order if (a) Buyer's payments are in default on this or any
other order, or Buyer breaches any material provision of the Agreement
or any other agreement between the Parties, (b) substantial changes
occur in the availability of raw materials or components provided by third
party vendors, (c) events beyond Seller's reasonable control make it
impossible to assure shipment, (d) Buyer becomes insolvent or is the
subject of the filing of a bankruptcy petition, or makes an assignment for
the benefit of creditors or fails to pay its debts as they come due, (e)
Seller has reasonable belief that Buyer is insolvent or will not pay in
accordance with the terms herein.
19. TAXES. All applicable state and local taxes including, but not limited
to, use, occupation, privilege, excise, rental and sales taxes shall be in
addition to purchase price and shall be paid by Buyer to Seller or in lieu
thereof Buyer shall provide Seller with a tax exemption certificate
acceptable to all applicable taxing authorities. This obligation shall survive
Buyer's payment.
20. WAIVER. The failure of either Party at any time to enforce or insist
upon any obligation or right herein or to exercise any right under the
Agreement shall not be construed as a waiver of any other right,
obligation, terms or conditions nor of the future performance under the
Agreement or the future exercise of any such rights.
21. AGENCY AND THIRD PARTY RIGHTS. Buyer and Seller are
independent contracting Parties and nothing in the Agreement makes
either Party the agent or legal representative of the other for any purpose
whatsoever, nor does it grant either Party any authority to assume or to
create any obligation on behalf of or in the name of the other. The
Agreement does not create any relationship of agency, partnership or
joint venture between the Parties. Nothing in the Agreement gives either
Party the right to use any corporate names, trademarks or trade names of
any other Party. The disclosure of confidential information, if any, does
not constitute a representation, warranty, assurance, guaranty or
inducement with respect to infringement of any rights of third parties.
22. COMPLIANCE WITH LAWS. Seller complies with the provisions of
Executive Order 11246 dated September 24, 1965, as amended
providing in part that employers will not discriminate against any
employee or applicant for employment because race, color, religion, sex,
or national origin; and, that employer will take affirmative action to ensure
that Equal Employment Opportunity is implemented In employment,
upgrading, promotion, or transfer; recruitment, layoff, termination,
compensation or selection for training including apprenticeship. All other
applicable provisions or language of the Rules and Regulations are
incorporated herein by reference including the affirmative action clauses
regarding disabled veterans and veterans of the Vietnam Era, and
handicapped workers.
23. GOVERNING LAW. These Terms are governed by the laws of the
State of Wisconsin, except where applicable state law disallows Buyer
from being bound by the laws of the State of Wisconsin then the laws of
the state of Buyer‟s physical location shall govern, however in any case
without regard to any conflicts of laws principles and without regard to the
U.N. Convention on Contracts for the International Sale of Goods.
24. MISCELLANEOUS. (a) Headings are for convenience of reference
only and do not affect or limit the meaning of the provisions themselves.
(b) Clerical errors are subject to correction without notification or Buyer
acceptance of such changes. (c) No part of the Agreement or any cause
of action or dispute arising under it may be assigned or subcontracted
without the prior written approval of Seller. (d) Buyer may not „set-off‟ or
reduce any amounts owed hereunder, or any indebtedness or any other
claim Buyer or Buyer‟s affiliated or related companies may have against
Seller, or its affiliated or related companies, under the Agreement or any
other agreement(s) between the Buyer and Seller. (e) If any Term of the
Agreement is found by a court of competent jurisdiction to be invalid or
unenforceable under any statute, regulation, ordinance, executive order
or other rule of law, such Term is deemed reformed or deleted, as the
case may be, but only to the extent necessary to comply with such
statute, regulation, ordinance, order or rule. All remaining provisions of
the Agreement remain in full force and effect. In such case the Parties
agree to replace the unenforceable or invalid Term with language that
meets the original intent. (f) Any controversy arising from or relating to the
Terms or the Agreement that cannot be settled by top management of the
Parties shall be submitted to arbitration under the rules of the American
Arbitration Association at the request of either Party. (g) Buyer is
responsible for final disposal of product including all costs and
compliance with laws related to such disposal. (h) Buyer shall comply
with all applicable export regulations and requirements and shall not
export or re-export, directly or indirectly, any technical data, process data,
product data or other data to any country to which such export is
restricted or prohibited by applicable law. (i) The Agreement is effective
on the date Seller‟s quotation or estimate is executed by Buyer, or
Buyer‟s purchase order or other order is accepted by Seller either in
writing or through execution of work against such order. Any executed
copy is deemed an original.