HomeMy WebLinkAbout04. 20-361
AUGUST 25, 2020 20-361 RESOLUTION
(CARRIED___7-0____ LOST _______ LAID OVER _______ WITHDRAWN _______)
PURPOSE: APPROVE PURCHASE OF OZONE RESIDUAL MONITOR
REPLACEMENT EQUIPMENT FOR THE WATER FILTRATION
PLANT ($118,349.58)
INITIATED BY: PUBLIC WORKS DEPARTMENT
WHEREAS, the Water Filtration Plant uses ozone as part of the water treatment
process;
WHEREAS, ozone acts as a primary disinfectant and to provide taste and odor
control to manage the high organic loadings that occur in Lake Winnebago source water;
WHEREAS, there are ten (10) monitors that provide data for process control that
ensure the proper amount of ozone is applied for treatment;
WHEREAS, the monitors are twenty (20) years old and are in need of replacement;
and
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of
Oshkosh that the proper City officials are hereby authorized and directed pursuant to
Section 12-11 of the Oshkosh Municipal Code to purchase replacement ozone residual
monitor equipment from:
HACH COMPANY
PO Box 608
Loveland, CO 80539-0608 Total: $118,349.58
BE IT FURTHER RESOLVED that the proper City officials are hereby authorized and
directed to enter into an appropriate agreement for the purpose of the same. Money for
this purpose is hereby appropriated from:
Acct. No. 0322-1810-7206-65006 Capital Construction
r,A
City
0fV
Oshkosh
MEMORANDUM
TO: Honorable Mayor and Members of the Common Council
FROM: Steven M. Gohde, Assistant Director of Public Works/Utilities General Manager S
DATE: August 20, 2020
RE: Approve Purchase of Ozone Residual Monitor Replacement Equipment
for the Water Filtration Plant($118,349.58)
BACKGROUND
The Water Filtration Plant uses ozone as part of the water treatment process. Ozone acts as a
primary disinfectant and, with the granular activated-carbon process, provides taste and odor
control. This is necessary to manage the high organic loadings that occur in the Lake Winnebago
source water during the summer months. These monitors provide data for process control, so
the proper amount of ozone is applied for treatment. There are ten (10) of these monitors in the
ozone treatment process.
ANALYSIS
These monitors are twenty(20)years old,have reached the end of their useful life,and are in need
of replacement. The proposed units are a direct replacement of the existing equipment and were
selected for standardization purposes and the fact that they will work with other existing controls
equipment without any changes or modifications. The plant has a number of other Hach
instruments that are used for process monitoring and control. Hach has been very responsive in
providing both parts and service for their products.
FISCAL IMPACT
The quote from the Hach Company is$118,349.58(cost of$115,463+2.5%for shipping). Funding
for the replacement of this equipment was included in the Major Equipment section of the 2020
Capital Improvement Program.
l:\Engineering\Tracy Taylor\Memos to Mayor&Common Council\2020\Waive Bids for Porch of WFP Ozone Residual Mon Rep[from Hach_8-20-20.docx
RECOMMENDATIONS
Section 12-11 of the Municipal Code of the City of Oshkosh provides that material purchases, when
standardization or compatibility is the overriding consideration, may be approved by the City
Manager without the use of formal,sealed quotes. In accordance with Section 12-11 of the Code,
I am recommending approval regarding this purchase.
Approved:
John itzpatric
Assistant City Manager
SMG/tlt
l:\Engineering\Tracy Taylor\Memos to Mayor&Common Council\2020\Waive Bids for Purch of WFP Ozone Residual Mon Rep]from Hach_5-20-20.docx
Be Righr
- RECEIVED
AUG - 5 2020
QUOtq#Qa PUBLIC WORKS
OSHKOSH, WISCONSIN
Quote Number:100553249v4 Hach
Use quote number attime of orderto ensure PO Box 608
that you receive prices quoted Loveland,CO 80539-0608
Phone: (800)227-4224
Email: quotes@hach.com
Website: www.hach.com
Quote Date:24-Apr-2020 Quote Expiration:15-Sep-2020
CITY OF OSHKOSH
PO BOX 1130
OSHKOSH,WI54903.1130
Name:Brad Rokus
Phone:920-236-5164
Email:rbokus@cl.oshkosh.wi.us
Customer Account Number:065571
Sales Contact:Jason Jones Email:jason.jones@hach.com Phone:609-381-2033
PRICING QUOTATION
NumberLine Part Description City Unit Price Extended Price
1 410C/W1C00000 Orbisphere 410 ozone(EC)instrument,wall mount,85-264 VAC,0/4-20mA 10 7,360.00 69,920.00
analog output,RS485.Standard lead time 15 days.
2 C1100-S00 Electrochemical ozone sensor,Stainless Steel version,maximum pressure 40 10 4,794.00 45,543.00
bar,with Smart capability.Standard lead time 10 days.
GrandTotal do
TERMS OF SALE
Freight:Ground Prepay and Add FCA:Hach's facility
All purchases of Hach Company products and/or services are expressly and without limitation aubleet to Hach Company's Terms 3 Conditions of Sala("Hach TCS'j,Incorporated
herein by reference and published on Hach Company's website at www:haoh.eom/terms. Hach TCS are contained directly and/or by reference in Hach's offer,order acknowledgment,
and Invoice documents.The first of the following acts constitutes an acoaptanoe of Hach's offer and not is counteroffer and creates a contract of sale"Contract"in accordance with the
Hach TCS:(I)Buyer's Issuance of a purchase order document against Hach's offer,(II)acknowledgement of Buyer's order by Hachi or pg)commencement of any performanoe by Hach
pursuant to Buyer's order.Provisions contained in Buyer's purchase documents(including electronic commerce Interfaces)that materially alter,add to or subtract
from the provisions of the,Hach TCS are not part of the Contract.
Page 1 of 2
Due to International regulations,a U.S.Department of Commerce Export License may be required.Hach reserves the right to approve specific shipping agents.Wooden boxes suitable
for ocean shipment are extra.Specify final destination to ensure proper documentation and pecking suitable for International transport.In addition,Hach may require:1).A statement,
of Intended and-use;2).Cartifioation that the Intended and-use does not relate to proliferation of weapons of mass destruction(prohibited nuo)asr and use,chemical l biological
weapons,missile technology);and 3).Certification that the goods will not be diverted contrary to U.S.andlor applicable laws In force In Buyer's jurisdiction.
ORDFA'TER .
Terms are Subjeot to Credit Review
In order for Hach to process the order or quickly as possible,please provide the fOKowing Information. _
Complete Billing address.
Complete Shipping address,
•Pan numbers and quan9tias of ilems being ordered.
Please reference the quotation number on your purchase order
It the order Is over$25,000 Hach will also require the following additional information.
Pricing
Purchase Order Number
Freight terms and INCO term FOB Origin or FCA Shipping Point
•Required delivery date
Vendor name should specify-Hach Company'with the Loveland address:
o Hach,PO Box 389,Loveland,CO 80539
Credit tame of payment.Defaultpaymentterns are Not30.
•Indicate It order needs to aNp complete or If It can ship partial.
•Tax status
•Special invoicing Instructions
Sales tax is not included on quote.Applicable sales tax will be added to the invoice hosed on the U.S,destination,B applicable provide a resalelexemptton certificate.
Shipments will be prepaid and added to Invoices unless otherwise specified.
Equipment quoted operates with standard U.S.supply voltage.
Hach standard terns end conditions apply to all sales.
Additional terms and condidons apply to orders for service partnerships.
Prices do not include delivery of product.Reference attached Freight Charge Schedule and Coiled Handling Fees.
Standard lead time Is 30 days.
This Quote Is good for a one time puchase
Sales Contact:
Name: Jason Jones
Title: Regional Sales Manager
Phone: 608-381-2033
Email: jason.jones@hach.com
Page 2 of 2
HACH COMPANY
Headquarters U.S.A, Remittance
P.O.BOX369 Phone: 800-227-4224 2207 Collections Center Drive
JKF ® 5600 Lindbergh Drive Fax: 970.669-2932 Chicago,IL 60693
Loveland, - -E-Mall: ---
quotes@hach.com Wire Transfers
Purchase Orders techha►p@hach,com BankofAmedca
a@ Right,,, PO Bax 608 Export 231 S.LaSalle St.
Loveland,CO 80539-0608 Phone:970-669-3050 Chicago,IL 60804
Fax: 970.461-3939 Account 8766602385
Quotation Addendum WebSite: www.hach.com Email: inti@hach.com Routing(ABA):071000039
ADVANTAGES OF WORKING WITH HACH
ift Hack Se lck&Shf '" Technical Suvvort
Protectyourinvestment&peaceofmind Pick&Ship-Program offers abetterwayfo Providesposf-sale tnstnimentatlonand
✓ A global partnerwho understands your keep yoursupplies in stock appikation support
needs ✓ Convenience of one purchase orderforthe ✓ Hach's highly skilled Technical
✓ Delivers timely,high-quallty service you entire year Support staff Is dedicated to helping
can trust ✓ Flexibilityto change,cancel orcreate new you resolve technical issues before,
✓ Provides team of unique experts to help orders
you maximize Instrument uptime ✓ Savings from locking in prices&thus ✓ during and afe sale.
Available via phone,a-mall,or live
✓ Ensure data integrity avoiding price surges and rush charges online chat at Hach.coml
✓ Maintain operational stability ✓ Peace of mind with automatic,reliable ✓ Fast access to answers at
✓ Reduce compliance risk shipments Justasyou need them https://su000Tt.hach.com
✓ Toll-free phone:800-227-4224
✓ E-mall:techhelp@hach.com
www.hach.com/Servlce-contracts www.Hach.com/pickandship www.Hach.com
ADVANTAGES OF SIMPLIFIED SHIPPING AND HANDLING
Safe&Fast Delivery Save Time-Less Hassle Save Manev
✓ Receive tracking numbers on your order ✓ No need to set up dellve4es fororders orto ✓ No additional Invoice to process-
acknowledgement schedule pickup save on time and administrative coats
✓ Hach will assist with claims if an order Is ✓ Hach ships orderas product is available,at ✓ Only pay shipping once,even if
lost or damaged in shipment no additional charge,when simplified multiple shipments are required
shipping and handling Is used.
STANDARD SIMPLIFIED SHIPPING AND HANDLING CHARGES 1,2,3�4 Pricing Effective 411112020 Collect 4
Total Price of Standard Second Day Next Day Second Day Next Day Handling Fee
Merchandise Ordered Surface Delivery Delivery Delivery Delivery Effective
(Mainland USA) (Mainland USA) (Mainland USA) (Alaska&Hawaii) (Alaska&Hawaii) 4/11/2020
$0.00-$49.99 $17.99 $44.99 $83.90 $72.21 $137,27 $13.47
M$50.00-$149.99 -�$28.59 $84.27 $159.00 $120.84 _.�$229.73- $13.85
$150,00-$349.99 $50.22 _,, , »$133.98r _ .272.91 » - ,•169,07_�. ......
329.04 » .4......
$350.00»$649.99 $69.95 --� $182.91 $363,75, $228,65 $442.76 M...,. » $15.48
$650.00-$949.99- $88,16 - „-$191.13 m. $399.98�„ $236.66 M' $446,10- -„ $16.04
$950.00-$1,999.99M �$110.91~ �$235,86 - $498.69� $280.67 $543.06� $17.52
12,00000-$3,999.99 -» -$128.04 W ,-$250.64 - $513.44 w �$291.54 .$564.64 »$_20.22 »
�_.....
$41000.00-$51999.99 $148,44 $260,33� $538,23 �$292.89_-µ $570.53_ $24.9_0_
6,000.00-$7,999.99 0 _ $296,40 $612.84 » » $323.07..•M, _»»m$622.86 _� » $29.04 »�
$8,00000-$9 999.99 _.. .w.».........._W...w..,..._., ._....._.........
..._...._.., __. .
$200.15 $336.83 $658.19 $360,41 _ $683.52 $33.51
Over$10,000 2.5%of Net 4,5%of Net 7%of Net 4.5%of Net 7%of Net $51.84
OrderValue OrderValue OrderValue OrderValue OrderValue 11
1 Shipping &Handling charges shown are only applicable to orders billing and shipping to U.S,destinations. Shipping &Handling charges will be prepaid and added to Invoice,
Shipping &Handy PIc*&9' poiown shipment re ease. Shipping&Handling charges
subl'out-to-chang"thout nodca.
2 Additicnal Shipping &Handing charges will be applied to orders containing bulky ardor especially heavy orders. Refrigerated and all weather Samplers do not qualifyfor simplified
Shipping &Handling charges,and are considered heavy products. Dissolved Oxygen Sensors can be damaged If exposed to temps below freezing,causing sensor failure. Must
be shipped aver night or 2nd day air Bring the cold weather months.
3 Orders shipping to Alaska or Hawaii;Additional Shipping&Handling charges may be applied at time of order processing. Second Day and Next Day delivery is not availabie to all
destinations.
4 Hach Company will assess a collect handling fee on orders with collect shipping terms. This handling fee covers the add oonal costs that Hach Company Incurs from processing
and managing collect shipments.
Due to variations in compormi characteristics, regulatory transportation requirements andror associated shipping and handling costs, Individual kit components may ormay nod be
packaged together Ina single carton at time of final packaging and shipping.
SALES TAX
Sales Tax Is not Included In the attached quotation.Applicable sales and usagetaxes will be added to your Invoice,atthe time of order,based on U.S.destinationof
goods,unless a valid resale/exemption certificate for destination sfatels provided to the above address orfax number,attention of the Tax Dept
HACH COMPANY ) 5600 Lindbergh Drive f PO Box 389 1 Loveland,Colorado 80539 ( P 970.669.30S0 )F 970.669.2932 ) hach.com
TERMS&CONDiTIIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
This document sets forth the Terms & Conditions of Sale for goods card payment In advance of delivery,In the event payments are not made or
manufactured and/or supplied,and services provided,by Hach Company of not made in a timely manner,Hach may,In addition to all other remedies
Loveland; Colorado ("Hach") and sold to the original purchaser thereof provided at law, either: (a) declare Buyer's performance in breach and
('Buyer"), Unless otherwise specifically stated herein, the term 'Hach" terminate this Contract for default; (b) withhold future shipments until
includes only Hach Company and none of Its affiliates. Unless otherwise delinquent payments are made;(c)deliver future shipments on a cash-with-
specifically stated In a previously-executed written purchase agreement order or cashdn-advance basis even after the delinquency is cured;(d)charge
signed by authorized representatives of Hach and Buyer, these Terms & interest on the delinquency at a rate of 1-112%per month or the maximum rate
Conditions of Sale establish the rights,obligations and remedies of Hach and permitted by law,if lower,for each month or part thereof of delinquency in
Buyer which apply to this offer and any resulting order or contract for the sale payment plus applicable storage charges and/or Inventory carrying charges;(a)
of Hach's goods and/or services("Products"). repossess the Products for which payment has not been made;(f)recover all
costs of collection including reasonable attorney's fees;or(9)combine any of
1, APPLICABLE TERMS&CONDITIONS:These Terms&Conditions of Sale the above rights and remedies as Is practicable and permitted by law.Buyer is
are contained directly and/or by reference in Hach's offer, order prohibited from setting off any and all monies owed under this from any other
acknowledgment, and invoice documents, The first of the following acts sums,whether liquidated or not,that are or may be due Buyer,which arise out
constitutes an acceptance of Hooh's offer and not a counteroffer and creates a of a different transaction with Hach or any of Its affiliates, Should Buyer's
contract of sale("Contract')in accordance with these Terms&Conditions:(1) financial responsibility become unsatisfactory to Hach in its reasonable
Buyer's issuance of a purchase order document against Hach's offer; (11) discretion,Hach may require cash payment or other security.If Buyer fails to
acknowledgement of Buyers order by Hach;or fill)commencement of any most these requirements,Hach may treat such failure as reasonable grounds
performance by Hach pursuant to Buyer's order, Provisions contained in for repudiation of this Contract,in which case reasonable cancellation charges
Buyer's purchase documents{including electronic commerce Interfaces)that shall be due Hach.Buyer grants Hach a security interest to the Products to
materially alter, add to or subtract from the provisions of these Terms & secure payment in full,which payment releases the security Interest but only If
Conditions of Sale are not a part of the Contract, such payments could not be considered an avoidable transfer under the U.S.
Bankruptcy Code or other applicable laws. Buyer's insolvency, bankruptcy,
2, CANCELLATION:Buyer may cancel goods orders subject to fair charges assignment-for the benefit of creditors,or dissolution or termination of the
for Heoh's expenses including handling,Inspection,restocking,freight and existence of Buyer,constitutes a default under this Contract and affords Hach
Invoicing charges as applicable,provided that Buyer returns such goods to all the remedies of a secured party under the U.C.C.,as well as the remedies
Hach at Buyer's expense within 30 days of delivery and in the same condition stated above for late payment or non-payment.See 92o for further wire transfer
as received.Buyer may cancel service orders on ninety(90)day's prior written requirements.
notice and refunds will be prorated based on the duration of the service plan,
Inspections and re-Instatement fees may apply upon cancellation or expiration 7. LIMITED WARRANTY:Hach warrants that Products sold hereunder will be
of service programs.Seller may cancel all or part of any order priorto delivery free from defects in material and workmanship and will, when used In
without liability if the order includes any Products that Seller determines may accordance with the manufacturer's operating and maintenance instructions,
not comply with export, safety, local certification, or other applicable conform to any express written warranty pertaining to the specific goods
compliance requirements. purchased,which for most Hach instruments Is for a period of twelve (12)
months from delivery.Hach warrants that services furnished hereunderwill be
3. DELIVERY:Delivery will be accomplished FCA Hach's facility located In free from defects to workmanship for a period of ninety(90)days from the
Ames,Iowa or Loveland,Colorado,United States f lneoterms 2010).Legal title completion of the services. Parts provided by Hach in the performance of
and risk of loss or damage pass to Buyer upon transfer to the first carrier.Hach services may be new or refurbished parts functioning equivalent to new parts.
will use commercially reasonable efforts to dellverthe Products ordered herein Any non-functioning parts that are repaired by Hach shall become the property
within the time specified on the face of this Contract or,If no time is specified, of Hach.No warranties are extended to consumable items such as,without
within Hach's normal lead-time necessary for Hach to deliver the Products sold limitation, reagents, batteries, mercury cells, and tight bulbs. All other
hereunder, Upon prior agreement with Buyer and for an additional charge, guarantees, warranties, conditions and representations, either express or
Hach will deliver the Products on an expedited basis.Standard service delivery implied, whether arising under any statute, law, commercial usage or
hours are 9 am—5 prn Monday through Friday,excluding holidays, otherwise,including implied warranties of merchantability and fitness for a
particular purpose,are hereby excluded.The sole remedy for Products not
4, INSPECTION: Buyer will promptly inspect and accept any Products meeting this Limited Warranty is replacement,creditor refund of the purchase
delivered pursuant to this Contract after receipt of such Products.in the event price.This remedy will not be deemed to have failed of its essential purpose so
the Products do not conform to any applicable specifications, Buyer will long as Hach is willing to provide such replacement,credit or refund.
promptly notify Hach of such nonconformance in writing.Hach will have a
reasonable opportunity to repair or replace the nonconforming product at its 8. INDEMNIFICATION:indemnification applies to a party and to such party's
option. Buyer wlil be deemed to have accepted any Products delivered successors-in-interest,assignees,affiliates,directors,officers,and employees
hereunder and to have waived any such nonconformance in the event such a ("Indemnified Parties"),Hach Is responsible for and will defend,Indemnify and
written notification is not received by Hach within thirty(30)days of delivery, hold harmless the Buyer Indemnified Parties against all losses, claims,
expenses or damages which may resultfrom accident,injury,damage,or death
6.• PRICES&ORDER SIZES:All prices are in U,S.dollars and are based on due to Hach's breach of the Limited Warranty,Buyer Is responstblefor and will
delivery as stated above.Prices do not include any charges for services such as defend,indemnify and hold harmless the Hach Indemnified Parties against all
insurance; brokerage fees; sales, use, inventory or excise taxes; import or losses,claims,expenses or damages which may result from accident,injury,
export duties;special financing fees;VAT,Income or royalty taxes imposed damage,or death due to negligence,misuse or misapplication of any goods or
outside the U.S,;consular fees;special permits or licenses;or other charges services,violations of law,or the breech of any provision of this Contract by the
tmpoded upon the production,sale,distribution,or delivery of Products.Buyer Buyer,its affiliates,or those employed by,controlled by or in privity with them.
will elther pay any and all such charges or provide Hach with acceptable Buyer's workers'compensation Immunity,If any,does not preclude or limit Its
exemption•certificates, which obligation survives performance under this indemnification obligations.
Contract,Hach reserves the right to establish minimum order sizes and wilt
advise Buyer accordingly. 9, PATENT PROTECTION: Subject to all limitations of liability provided
herein,Hach will,with respect to any Products of Hech's design or manufacture,
6 PAYMENTS:All payments must be made in U.S. dollars. For Internet indemnify Buyer from any end all damages and costs as finally determined by
orders, the purchase price is due at the time and manner set forth at a court of competent jurisdiction n any sultfor Infringement of any U.S,patent
www.hach.com. Invoices for all other orders are due and payable NET 30 for European patent for Products that Hach sells to Buyer for and use in a
DAYS from date of the invoice without regard to delays for Inspection or member state of the E.U.)that has Issued as of the delivery date,solely by
transportation,with payments to be made by check to Hach at the above reason of the sale or normal use of any Products sold'to Buyer hereunder and
address or bywire transferto the account stated on the front of Hach's invoice, from reasonable expenses incurrad by Buyer in defense of such suit if Hach
or for customers with no established credit,Hach may require cash or credit does not undertake the defense thereof,provided that Buyer promptly notifies
TERMS AND CONDITIONS OF SALE FOR HACH@ PRODUCTS
Hach of such suit and offers Hach either(I)full and exclusive control of the prework not complete per proposal; or(g) any repairs required to ensure
defense of such suit when Products of Hach only are involved,or(if)the right equipment meets manufacturer's specifications upon activation of a service
to participate In the defense of such suit when products other than those of agreement,
Hach are also involved. Hoch's warranty as to use patents only applies to
Infringement arising solely out of the inherent operation of the Products 14. SITE ACCESS/PREPARATION/WORKER SAFETY/ENVIRONMENTAL
according to their applications as envisioned by Hach's specifications.In case COMPLIANCE:In connection with services provided by Hach,Buyer agrees to
the Products are In such suit hold to constitute Infringement and the use of the permit prompt access to equipment.Buyer assumes full responsibility to back-
Products is enjoined,Hach will,at its own expense and at its option,either up or otherwise protect Its data against loss,damage or destruction before
procure for Buyer the right to continue using such Products or replace them services are performed.Buyer is the operator and in full control of its premises,
with non-infringing products,or modify them so they become non-infringing, including those areas where Hach employees or contractors are performing
or remove the Products and refund the purchase price {prorated for service,repair and maintenance activities,Buyer will ensure that all necessary
depreciation)and the transportation costs thereof.The foregoing states the measures are taken for safety and security of working conditions,shrs and
entire liability of Hach for patent infringement by the Products.Further,to the installations during the performance of services.Buyer Is the generator of any
some extent as set forth in Hach's above obligation to Buyer,Buyer agrees to resulting wastes,Including without limitation hazardous wastes.Buyer Is solely
defend,Indemnity and hold harmless Hach for patent infringement related to responsible to arrange for the disposal of any wastes at Its own expense,Buyer
(x) any goods manufactured to the Buyers design,(y)services provided In will,at its own expanse,provide Hach employees and contractors working on
accordance with the Buyer's Instructions,or(z)Hach's Products when used in Buyer's premises with all Information and training required under applicable
combination with any other devices,parts or software not provided by Hach safety compliance regulations and Buyer's policies, if the Instrument to be
hereunder. serviced Is In a Confined Space,asthatterm Is defined under OSHA regulations,
Buyer is solely responsible to make It available to be serviced in an unconfined
10. TRADEMARKS AND OTHER LABELS:Buyer agrees not to remove or alter space.Hach service technicians will not work in Confined Spaces.in the event
any Indiole of manufacturing origin or patent numbers contained on or within that a Buyer requires Hach employees or contractors to attend safety or
the Products,including without limitation the serial numbers or trademarks on compliance training programs provided by Buyer,Buyer will pay Hach the
nameplates or cast,molded or machined components. standard hourly rate and expense reimbursement for such training attended.
The attendance at or completion of such training does not create or expand any
11. SOFTWARE AND DATA. All licenses to Hach's separately-provided warranty or obligation of Hach and does not serve to alter,amend,limit or
software products are subject to the separate software license agreement(s) supersede any part of this Contract
accompanying the software media and/or included as an Appendix to these _
Terms&Conditions of Sale,Exceptto the extent such express licenses conflict 15. LIMITATIONS ON USE:Buyer will not use any Products for any purpose
with the remainder of this paragraph,the following also applies relative to other than those Identified in Hach's catalogs and literature as intended uses.
Hach's software:Hach grants Buyer only a personal,non-exclusive license to Unless Hach has advised the Buyer in writing,in no event will Buyer use any
access and use the software provided by Hach with Products purchased Products In drugs,food additives,food or cosmetics,or medical applications for
hereunder solely as necessary for Buyer to enjoy the benefit of the Products.A humans or animals.in no event will Buyer use in any application any Product
portion of the software may contain or consist of open source software,which that requires FDA 610(k)clearance unless and only to the extent the Product has
Buyer may use under the terms and conditions of the specific license under such clearance. Buyer will not sell,transfer, export or re-export any Hach
which the open source software Is distributed,Buyer agrees thatitwlllbebound Products or technology for use in activities which involve the design,
by all such license agreements,Title to software remains with the applicable development,production,use or stockpiling of nuclear,chemical or biological '
licensor(s). In connection with Buyers use of Products, Hach may obtain, weapons or missiles,nor use Hach Products ortechnology in any facility which
receive,or collect data or information,including data produced by the Products. engages in activities relating to such weapons.Unless the"ship-to"address is
In such cases, Buyer grants Hach a.non-exclusive,worldwide, royalty-free, In California,U.S.A.,the Products are not intended for sale In California and may
perpetual, non-revocable license to use, compiler distribute,display, store, lack markings required by California Proposition 65;accordingly,unless Buyer
process,reproduce,or create derivative works of such data,or to aggregate has ordered Products specifying a California ship-to address,Buyer will not sell
such data for use in an anonymous manner,solely to facilitate marketing,sales or deliver any Hach Products for use in California.Any warranty granted by
and R&D activities of Hach and Its affiliates, Hach is void if any goods covered by such warranty are used for any purpose
not permitted hereunder.
12. PROPRIETARY INFORMATION; PRIVACY: "Proprietary Information"
means any information, technical data or know-how in whatever form, 16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
whether documented,contained in machine readable or physical components, Unless otherwise specified in this Contract,Buyer Is responsible for obtaining
mask works or artwork, or otherwise, which Hach considers proprietary, any required export or Import licenses.Buyer will comply with all laws and
including but not limited to service and maintenance manuals,Buyer and its regulations applicable to the installation or use of all Products, including
customers,employees and agents will keep confidential all such Proprietary applicable Import and export control laws and regulations of the U.S„E.U.and
Information obtained directly or indirectly from Hach and will not transfer or any other country having proper jurisdiction, and will obtain all necessary
disclose it without Hach's prior written consent,or use It for the manufacture, export licenses in connection with any subsequent export,re-export,transfer
procurement,servicing or calibration of Products or any similar products,or and use of all Products and technology delivered hereunder.Buyer will comply
cause such products to be manufactured,serviced or calibrated by or procured with all local,national,and other laws of all jurisdictions globally relating to
from any other source, or reproduce or otherwise appropriate it.All such anti-corruption, bribery, extortion, kickbacks, or similar matters which are
Proprietary Information remains Hach's property.No right or license is granted applicable to Buyer's business activities in connection with this Contract,
to Buyer or its customers,employees or agents,expressly or by implication, Including but not limited to the U.S.Foreign Corrupt Practices Act of 1877,as
with respect to the Proprietary Information or any patent right or other amended(the"FCPA").Buyer agrees that no payment of money or provision
proprietary right of Hach,except for the limited use licenses Implied by law, of anything of value will be offerad,promised,paid or transferred,directly or
Hach will manage Customer's Information and personal data in accordance Indirectly, by any person or entity,to any government official, government
with its Privacy Polley,located at btfp:/Iwww.horh.com/ rip vacypolicv, employee, or employee of any company owned In part by a government,
political party,political party official,or candidate for any government office or
13. CHANGES AND ADDITIONAL CHARGES:Hach reserves the right to make political parry office to Induce such organizations or persons to use their
design changes or improvements to any products of the some general class as authority or influence to obtain or retain an Improper business advantage for
Products being delivered hereunder without liability or obligation to Buyer or for Hach,or which otherwise constitute or have the purpose or affect
Incorporate such changes or improvements to Products ordered by Buyer of public or commercial bribery,acceptance of or acquiescence In extortion,
unless agreed upon in writing before the Products'delivery date.Services kickbacks or other unlawful or improper means of obtaining business or any
which must be performed ae a result of any of the following conditions are Improper advantage,with respect to any of Buyers activities related to this
subject to additional—c ereea or la or, travel end Darts: (a) equipment Contract. Hach asks i3Wi to�Soeagj/nl"If wwnre of poy••i"latlo[i of alterations
w—
alterations not authorized in writing by Hach; (b) damage resulting from regulation or our Standards of Conduct("SOC")in relation to this Contract.Sea
improper use or handling,accident,neglect,power surge,or operation in an httnl/danaheaeom/inteerity-and-compliance and www.danaherinteerity.com
environment or manner in which the instrument is not designed to operate or for a copy of the SOC and for access to our Helpiine portal
is not in accordance with Hach's operating manuals;(a)the use of parts or
accessories not provided by Hach;(d)damage resulting from acts of war, 17, RELATIONSHIP OF PARTIES:Buyer is not an agent or representative of
terrorism or nature; (a) services outside standard business hours; (f) site Hach and will not present itself as such under any circumstances unless and to
v.2019-12-09 2
I
TERMS AND CONDITIONS OF SALE FOR HACHID PRODUCTS
the extent it has been formally screened by Hach's compliance department and rejects any additional or inconsistent Terms&Conditions of Sale offered by
received a separate duly-authorized letterfrom Hach setting forth the scope and Buyer at any time,whether or not such terms or conditions materially altar the
limitations of such authorization, Terms&Conditions herein and Irrespective of Hach's acceptance of Buyer's
order for the described goods and services,
19. FORCE MAJEURE:Hach is excused from performance of its obligations
under this Contract to the extent caused by acts or omissions that are beyond 24, APPENDICES: If checked,the following Appendices are attached hereto
its control of,including but not limited to Government embargoes,blockages, and incorporated by reference into these Terms&Conditions of Sale:
seizures or freeze of assets,delays or refusals to grant an export or import
license or the suspension or revocation thereof, or any other acts of any ❑ CLAROS SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT
Government;fires,floods,severe weather conditions,or any other acts of God;
quarantines; labor strikes or lookouts; riots; strife; Insurrections; civil
disobedience oracts of criminals ortarrorlats;war;material shortages or delays a
in deliveries to Hach by third parties.In the event of the existence of any force
majeurs circumstances,the period of time for delivery, payment terms and
payments under any letters of credit will be extended for a period of time equal
to the period of delay,Iftheforce majeure circumstances extend for six months,
Hach may,at Its option,terminate this Contract without penalty and without
being deemed in default or In breach thereof.
19. NON ASSIGNMENT AND WAIVER:Buyer will not transfer or assign this
Contract or any rights or interests hereunder without Hach's prior written
consent. Failure of either party to Insist upon strict performance of any
provision of this Contract,orto exercise any right or privilege contained herein,
or the waiver of any breach of the terms or conditions of this Contract will not
be construed as thereafter waiving any such terms, conditions, rights, or
privileges,and the same will continue and remain In force and effect as If no
waiver had occurred.
20. FUNDS TRANSFERS(PAYMENTS):Buyer and Hach both recognize that
there is a risk of banking fraud when individuals impersonating a business
demand payment under new banking or mailing instructions.To avoid this risk,
Buyer must verbally confirm any new or changed bank transfer or mailing
instructions by calling Hach at+1-970-663-1377 and speaking with Hach's Credit
Manager before mailing or transferring any monies using the new instructions.
Both parties agree thattheywill not Institute mailing orbank transfer instruction
changes and require immediate payment under the new Instructions but will
Instead provide a ten(10)day grace period to verify any payment instruction
changes before any new or outstanding payments are due using the new
instructions.
21, LIMITATION OF LABILITY:None of the Hach Indemnified Parties will be
liable to Buyer under any circumstances for any special,treble,incidental or
consequential damages,including without limitation,damage to or loss of
property other than for the Products purchased hereunder,damages Incurred
in Installation,repair or replacement;lost profits,revenue or opportunity;loss
of use; losses resulting from or related to downtime of the products or
Inaccurate measurements or reporting;the cost of substitute products; or
claims of Buyer's customers for such damages, howsoever caused, and
whether based on warranty,contract,and/or tort(including negligence,strict
liability or otherwise).The total liability of the Hach Indemnified Parties arising
out of the performance or nonperformance hereunder or Hach's obligations in
connection with the design,manufacture,sale,delivery,and/oruse of Products
will in no circumstance exceed in the aggregate a sum equal to twice the
amount actually paid tq Hach for Products delivered hereunder.
22, APPLICABLE LAW AND DISPUTE RESOLUTION: The construction,
Interpretation and performance hereof and all transactions hereunder shall be
governed by the laws of the State of Colorado,without regard to Its principles
or laws regarding conflicts of laws.If any provision of this Contract violates
any Federal,State or local statutes or regulations of any countries having
jurisdiction of this transaction,or is illegal for any reason,said provision shall
be self-deleting without affecting the validity of the remaining provisions.
Unless otherwise specifically agreed upon in writing between Hach and Buyer,
any dispute relating to this Contract which is not resolved by the parties shall
be adjudicated in order of preference by a court of competent jurisdiction(€)in
the State of Colorado,U.S.A,if Buyer has minimum contacts with Colorado
and the U.S.,(11)elsewhere In the U.S.If Buyer has minimum contacts with the
U.S, but not Colorado,or(111)in a neutral location If Buyer does not have
minimum contacts with the United States.
23. ENTIRE AGREEMENT&MODIFICATION; These Terms&Conditions of
Sale constitute the entire agreement between the parties and supersede any
prior agreements or representations,whether oral or written,No change to or
modification of these Terms&Conditions shall be binding upon Hach unless In
a written Instrument specifically referencing that it Is emending these Terms&
Conditions of Sale and signed by an authorized representative of Hach.Hach
v.2019-12-09 3