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HomeMy WebLinkAboutPO Acknowledgment Agreement-Air Liquide 2015AIR LIQUIDE I PURCHASE ORDER ACKNOWLEDGMENT AGREEMENT (for Gases) This Purchase Order Acknowledgment Agreement ("AgreemenY') dated October 22, 2015 between Supplier and Customer relates to Customer's proposed purohase agreement ("PO") under which Supplier would provide certain product and/or equipment, work and services for Customer. A copy of the PO is attached as Exhibit A. Supplier accepts the PO on the condition that Customer agrees by signing below to modify the PO as follows: a) The terms stated in Section A below ARE MADE part of the PO; b) Terms referred to in Section B below ARE REMOVED FROM the PO; c) Any other PO tenns (whether or not mentioned here) that conflict with Section A terms ARE ALSO REMOVED. SECT/ONA. Thefollox�ing are made part ojthe PO: A.1. Warning Concerning Hazardous Nature of Products and Training Obligations. Customer acknowledges: a) that the Products are hazardous and must be handled accordingly; b) the Products are classified by the U. S. Occupational Safery and Health Administration ("OSHA") as hazardous chemicals, and that there aze hazards associated with the possession and use of the Products, and that Customer must take proper account of those hazards and deal with them appropriately; c) it will wam all persons who may be exposed to any hazards relating to any of the Products and equipment and shall train them in thc proper use of the Products and equipment; d) that Supplier has supplied Customer with all relevant Material Safety Data Sheets ("MSDSs") relating to the Products, and that more MSUSs are available from Supplier on request; e) that OSHA regulations require Customer to develop a�d implement a written chemical hazard communications program for its employees regarding all hazardous chemical Products; fj the Products must not be used without consulting the MSDSs, and Custo�ner will ensure that all employees, customers and others who may be exposed to the Products receive and refer to the MSDSs; and g) Customer assumes all risk and liability arising out of the presence, production, storage, delivery or use of the Products after delivery thereof to Customer pursuant to this Agreement. A.2. Product Storage/Use And Cylinders. Supplier will, at its expense, maintain any cylinders, vessels or other equip�nent that it provides to Customer, and Customer will keep the equipment and cylinders lien-free, pay for any damage and loss at full replaceinent value unless caused by Supplier's sole negligence, and otherwise abide by Supplier's standard terms and conditions relating to the cylinders and equipment Customer will not fill or have others fill Supplier's equip�nent or cylinders. A.3. Warranties. Supplier warrants that gas Products manufactured by Supplier, except for carbon dioxide Products, will coinply with Compressed Gas Association (CGA) guidelines. Supplier warrants that carbon dioxide Products manufactured by Supplier will comply with Supplier's standard specification for the grade of liquid carbon dioxide Product selected in Section A.8. Any other Products manufactured by Supplier will conform to Supplier's standard specifications. Supplier makes no warranty with respect to Products manufactured by others, but will, on request, to the extent permitted, pass on to Customer any applicable manufacturers warranty. [� > . av� � � . . . ., . . . . .� _ .� :_' . . .:� . . . .. .. . . : ., : A.S. Indemnity And Insurance. If there is any injury (including death), loss or damage to the person or proper[y of any third party (includin� employees of either party), then, subject to any limitations set forth in this Agreement, each party agrees to indemnify the other party to the extent of the indemnifying party's negligence. Supplier has no obligation to insure Customer or its employees (or other Customer-related parties) or to provide a waiver of subrogation under Supplier's insurance. A.6. Additional Standard Terms And Conditions. Supplier: a) will not be obligated to deliver Product in excess of one hundred and twenty percent of the lesser of Customer's average monthly purchases of each Product during the prior three months or the estimated volumes (if any) set forth in A.9., b}-»jey �+eRne�-Sen�ee� c) will not be liable for failure to perform for reasons beyond its reasonable control, ' ��1 , , . �� ..al.,_.:�. � .....1 ,.Il ,.�C�l.,, ,_1 ........... ..........�..:..,,,1 L. �L., C..««l:,_.. uuu.v� ��) � , Customer will: a) provide a site, site access, aod site utilities, services, and permits, and receive site equipment, on Supplier's standard tenns; b) pay Supplier's standard cylinder rates except ifand as limited in Section A.9. and; c) buy its total requirements ofthe covered Products from Supplier, d) pay all charges, including all applicable taxes, within thirty days of invoice date, and pay one and one-half percent per tnonth (or, if less, the maximu�n pennitted by� �// law) on any delinquent balance, e) give reasonable advance notice of orders and allow deliveries twenry-four hours, seven days a week; �V� � /i/� r� 2B-INDSAL-LEG-0024-F Revision 0 Page 1 of 2 Air Liquide Industrial U.S. LP • 2700 Post Oak Boulevard, Suite 1800, Houston, Texas 77056 • Phone (800) 820.2522 CONFIDENTIAL www. u s. a i rliquide.com A.7. Miscellaneous. a) Customer represeots that Customer is contractually free to enter into this A�reement and to perform hereunder and shall indemnify and defend Supplier against all damages Supplier may suffer if Customer's representation is not correct. b) The laws of the state of Customer's Mailing Address shall govern this Agreetnent. The invalidity or unenforceabiliry of any provision of this Agreement under the laws of any state in which this Agreement is in effect shall not affect the validiry or enforceability of any other provision of this Agreement. c) Customer may not assign this Agreeme�t, or resell Products, � without Seller written consent. d) This Agreement including the PO (as modified hereby) constitutes the parties' entire agreement. ' . fl The tenn of the PO, and applicable Products and equipment prices, are as indicated on the face of the PO unless otherwise indicated 'm A.9. g) This Agreement constitutes the entire agreement between the parties with ��� respect to the subject matter hereo£ . Any modifications of this Agreement must be in writing, signed by both parties and dated. The parties expressly agree that terms and conditions of this Agreement ��[(� may not be modified, supplemented, or amended by electronic means. h) While general information regarding this Agree�nent and the transactions contemplated herein may be exchange by the parties electronically, the parties expressly agree not to conduct the transactions contemplated by this Agreement by electronic means except for notices as set forth herein. All notices shall be in writing. All notices, other than tennination or cancellation notices, may be sent by prepaid mail, facsimile or e-mail. If notices are sent by mail, the notices shall be sent to the Mailing Address for the party set for[h on page one or any substitute Mailing Address the party may provide to the other by notice hereunder. Notice shall be considered to be given on the date it is sen[ by prepaid mail or, if otherwise delivered, on the date of delivery. Notice of tennination or cancellation must be sent certified mail, return receipt requested, to the Mailing Address of the receiving party; and i) The titles, captions and heading used in this Agreement and the PO are for convenience and shall not be used for construction or interpretation. A.8. Liquid Carbon Dioxide and Dry ►ce Provisions. a) If this Agreement pertains to liquid carbon dioxide Products, Supplier will provide the product grade checked below, as per Supplier's standard specifications. If none or more than one are checked, the Basic specification will apply: ❑ Basic ❑ Industrial ❑ Food ❑ Specialty ❑ Beverage ❑ USP b) If this Agree�nent pertains to Dry Ice Products the following shall also apply: i) All Products shall be delivered F.O.B. Supplier's supply source (or, if requested by Customer and acceptable to Supplier, by delivery vehicle to the Facility). Title and risk of loss shall pass to Customer upon delivery. ii) Customer shall monitor Product levels and give Supplier reasonable, advance notice when ordering Product. Customer may, at the option of Supplier, be subject to a minimum delivery and/or a Transport Container (`Box") cleaning charge. Customer shall allow Supplier to make deliveries by vehicle twenry fow hours a day, seven days a week. Customer pick-ups, as applicable, may be made during Supplier's normal weekday business hours at times designated by Supplier. Customer shall promptly return to Supplier all Supplier provided dry ice Boxes. Supplier shall have the right to charge Customer a daily charge per Box. Customer shall compensate Supplier for all loss or damage to Boxes. A.9. Other. (Add any other applicable item — type in below or attach) Delivery of bulk liquid oxygen for the two year supply period of January l, 2016 to December 31, 2018. Estimated quantiry for the supply period is 425,000 gallons for the Green Bay Water Filtration Plant 6183 Finger Road Luxemburg, WI 54217. Estimated quantity for the supply period is 500,000 galions for the Oshkosh Water Filtration Plant 425 Lake Shore Drive Oshkosh, WI 54901. Liquid Oxygen Product Price is $03223 per gallon. Delivery Charge per delivery is $20.00. Certificate of Analysis is $25.00 per C of A. Net 30. All City oxygen systems must meet Air Liquide Safety approval. The Ciry of Oshkosh Standard Terms and Conditions and 2016-2018 Liquid Oxygen Bid Specifications are made a part of this Agreement and wili supersede the terms of this Agreement if there are any conflicts. This Agreement may be terminated for convenience upon mutual agreement by both parties. SECTION B. The fo]lowing terms of the Customer's PO, along with any other terms of the Customer's PO that conflict with Section A above, are here6r REMOVED,from the PO (type in below or attach): � See attached Amendment Number 1 (AN AUTHORIZED SIGNATURE 1S REQUIRED FROM BOTH SUPPLIER AND CUSTOMER) City of Oshkosh, Wl AIR LIQUIDE INDUSTRIAL U.S. LP Cusromer upp ier By: ' / Q��' j��i�'��v �'l../ Name/Tide: �T ��i'y� b L �- BY: , ` � � Name/Title�✓'�„ � � ` [1" ��`'�' �( � %�'�'�"�`�' Date: / 7i����j Date: � �' � � � � � � Amy Waszczak, National Municipal Business Submitted for Supplier by 2B-INDSAL-LEG-0024-F Revision 0 Page 2 of 2 Air Liquide Industrial U.S. LP • 2700 Post Oak Boulevard, Suite 1800, Houston, Texas 77056 • Phone (800) 820-2522 www. us. airli q uide.com CONFIDENTIAL �� �1'_"