Res 029-2020 Purchase of Turbidimeters from HACH 3/17/2020Resolution No. 29-2020
Resolution authorizing the City Manager to purchase 39 replacement
Turbidimeters and 17 Controllers for the filtration systems at the
Cypress and Jasper Water Treatment Facilities from HACH Company
in the amount of $139,397.40
WHEREAS, one of the City of Wichita Falls' Strategic Goals is to Provide Adequate
Infrastructure, and,
WHEREAS, the City desires to remain compliant with all Federal and State
regulations for drinking water; and,
WHEREAS, it is in the best interest of the City of Wichita Falls to sole source the
purchase of HACH Turbidimeters and controllers from Hach.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The City Manager is authorized to execute all documents necessary to purchase
39 replacement Turbidimeters and 17 Controllers for the filtration systems at the Cypress
and Jasper Water Treatment Facilities from HACH Company in the amount of
$139, 397.40.
PASSED AND APPROVED this the 17t" day of March, 2020.
ATTEST:
City Clerk J
Quote Number: 100396089v2
Use quote number at time of order to ensure
that you receive prices quoted
Quote Date: 17-Oct-2019
CITY OF WICHITA FALLS
ACCOUNTS PAYABLE
PO BOX 1431
WICHITA FALLS, TX 76307-1431
Name: Rusty Park
Phone:940-631-5968
Fax: 940-691-4121
Email rusty.park@wichitafallstx.gov
Customer Account Number : 088382
Quote Expiration: 18-Dec-2019
Safes Contact: Cody Cleavelin Email; ccleavel@hach.com Phone: 979-900-5769
Be Right -
Quotation
Hach
PO Box 608
Loveland, CO 80539-0608
Phone: (800)227-4224
Email: quotes@hach.com
Website: www,hach.corn
Freight: Prepaid ByShipper-Agreement FCA: Hach's facility
All purchases of Hach Company products andlor services are expressly and without limitation subject to Hach Company's Terms & Conditions of Sale ("Hach TCS" ), incorporated
herein by reference and published on Hach Company's website at www.hach.eotp{tarms. Hach TCS are contained directly andfor by reference in Hach's offer, order acknowledgment,
and invoice documents. The first of the foliuwing acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a coolract of sale "Contract" in accordance with the
Hach TCS: (i) Buyers Issuance of a purchase order document agalnst Hach's offer; (11) acknowledgement of Buyer's order by Hach; or (ill) commencement of any performance by Hach
pursuant to Buyer's order. Provisions containad in Buyer's purchase documents (including electronic commerce interfaces( that materially alter, add to or subtract
Page 1 of 2
Quote Number:100336517v3
Use quote number at time of order to ensure
that you recelve prices quoted
Quote Date: 17-Oct-2019
CITY OF WICHITA FALLS
ACCOUNTS PAYABLE
PO BOX 1431
WICHITA FALLS, TX 76307-1431
Name: Rusty Park
Phone:94M31-5968
Fax: 940-691-4121
Email: rusty.park@wichitafallstx.gov
Customer Account Number : 088382
Quote Expiration:l8-Dec-2019
Sales Contact: Cody Cleavelin Email: ccleavel@hach.com Phone: 979-900.5769
Be Right'"
Quotation
Hach
PO Box 608
Loveland, CO 80539-0608
Phone: (800) 227-4224
Email: quotes@hach.com
Website: www.hach.com
Freight: Prepaid By Shipper -Agreement
FCp: Hach's facility
All purchases of Hach Company products andlor services are expressly and without gmilation subject to Hach Company's Terms & Conditions of Sale ("Hach TCS"). incorporated
herein by reference and published on Hach Company's webshe at www.hayh.com/ter Hach TCS are contained directly andlor by reference In Hach's offer, order acknowledgment,
and Invoice documents. The first of the following acts constitulos an acceptance of Hach's offer and not a 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; (III acknowledgement of Buyers order by Hach; or (lit) commencement of any performance by Hach
pursuant to Buyer's order. provisions contained in Buyer's purchase documents (including elec
from the provisions of the Hach TCS are not part of the Contract. honic commerce interfaces) that materially alter, add to or subtract
Page 1 of 2
Quote Number: 100336512v4
Use quote number at time of order to ensure
that you receive prices quoted
Quote Date: 17-Oct-2019
CITY OF WICHITA FALLS
ACCOUNTS PAYABLE
PO BOX 1431
WICHITA FALLS, TX 76307-1431
Name: Rusty Park
Phone:940-631-5968
Fax:940-691-4121
Email: rusty.park@wichitafallstx.gov
Customer Account Number : 088392
Quote Expiration; 18-Dec-2019
Sales Contact: Cody Cleavelin Email: ccleavel@hach.com Phone: 979-900-5769
12 1& TU5300SC TLJ
Freight: Prepaid By Shipper -Agreement
Chk, RFID, Flow W/sc2001 CH
;YSCHK, Tlf ,EPA. Standard lead time 15
Be Right"
Quotation
Hach
PO Sox 608
Loveland, CO 80539-0608
Phone: (8001227-4224
Email: quotes@hach.com
Website: www.hach.com
2,707
FCA: Hach's facility
All purchases of Hach Company products andlor services are expressly and without limitation subject to Hach company's Terms a Conciltlons of Sale ("Hach TCS'), incorporatetl
herein by reference and published on Hach Company's website at ww.hach.comlterms. Hash TCS are contained directly andlor by reference in Hach's offs., order acknowledgment,
and Invoice documents. The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a contract of sate "Contract" in accordance with the
Hach TCS: (1) Buyer's issuance of a purchase order document against Hach's offer, (11) acknowledgement of Buyer's order by Hach; or Pill commencement of any perfarmanco by Hach
pursuant to Buyers order. Provisions contained in Buyer's pUrchase documents (Including electronic of the Hach TCS are not part of the Contcommerce interlaces) that materially after, add to or subtract
from the provisions ract.
Page 1 of 2
Quote Number;1O033650$v4
Use quote number at time of order to ensure
that you receive prices quoted
Quote Date: 17-Oct-2019
CITY OF WICHITA FALLS
ACCOUNTS PAYABLE
PO BOX 1431
WICHITA FALLS, TX -16307-1431
Name: RUSTY PARK
Phone:940-631-5968
Fax:940-691-4121
Email: rusty. park@wichitafaIIstx.gov
Customer Account Number: 088382
Quote Expiration: 18-Dec-2019
Sales Contact: Cody Cleavelin Email: ccleavel@hach.com Phone: 979-900-5769
Chk, RFID, Flow w/SC200 1 CH
Chk, RFID, Flow w/sc200 1 CH
Freight: Prepaid ByShipper- Agreement
Be Right"
Quotation
Hach
PO Box 608
Loveland, CO 80539-0608
Phone: {800) 227-4224
Email: quotes@hach.com
Website: www.hach.com
FCA: Hach's facility
7,653
34,987
All purchases of Hach Company products andfor services are expressly and without limitation subject to Hach Company's Terms S Conditions of Sale ('Hach TCS"), incorporated
herein by reference and published an Hach Company's wabstte at www.hach.comlterms. Hach TCS are contained directly andfor by reference in Haeh's offer, older acknowledgment,
and invoice documents, The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a contract of sale "Contract" in accordance with the
Hach TCS: (i) Buyers Issuance of a purchase order document against Hach's offer; (il) acknowledgement of Buyer's order by Hach; or (111) commencement of any performance by Hach
pursuant to Buyer's order. Provisions contained In Buysr's purchase documents (including electronic commerce interfacesl that materially after, add to orsubtract
from the provisions of the Hach TCS are not part of the Contract,
Page 1 of2
Quote Number! 100336520v4
Vse quote number at time of order to ensure
that you receive prices quoted
Quote Date: 17-Oct-2019
CITY OF WICHITA FALLS
ACCOUNTS PAYABLE
PO BOX 1431
WICHITA FALLS, TX 76307-1431
Name: Rusty Park
Phone:940-631-5965
Fax:940-691-4121
Email: rusty.park@wichitafallstx.gov
Customer Account Number : 088382
Quote Expiration: 18-Dec-2019
Sales Contact: Cody Cleavelin Email: ccleavel@hach.com Phone: 979-900-5769
12 Idb TU5300sc
Freight: Prepaid 6y Shipper -Agreement
Standard lead time 15
Be Right"
Quotation
Hach
PO Box 608
Loveland, CO 80539-0608
Phone: (800)227-4224
Email: quotes@hach.corn
Website: www,hach.com
2,707
FICA: Hach's facility
All purchases of Hach Company products antl7or services are expressly and without limitation subject to Hach Company's Terms $Conditions of Safe ("Hach TCS"), Incnrponled
herein of reference and published th Hach Company's ri.twebttt at w .e h.co to s. Hach TCS are contained dlrectiy snorer by reference In Hash's offer, order acknowledgment,
and invoice documents. The first of the following acts constitutes an acceptance W Hash's offer and not a counteroffer and creates a eonlract of sale "Contrast" in --dance se with the
Hach TCS (f) Buyer's
Issuance of o purchase order document against ovum offer; (11) acknvwtedgement of Buyer's order by Hach; or (ill) commencement of any performance by Hach
Pursuant to Buyers order. Provisions contained In Buyer's purchase documents (Including electronic commerce interfaces) that materially after, add to or subtract
from the provisions of the Hach TCS are not part of the Con;racL
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
Page 3 of2
Quote Number- UM33651BwU
Jse cuo.e number of time of order to ensure
.' 5t y^ L ariD s QJoted
Quote date: 17-6rt-2018
CITY OF WICHITA FALLS
ACCOUNTS PAYABLE
Pd BOX 2431
WICHITA FALLSr TX 76307-1431
Name: Rusty Park
Phone: 940-631-5968
Fax: 940-691- 4121
Email: rusty-parkl@wirhitafallstx-gov
Customer Accourlt Number : 0911382
Quote Expiration: 18-pec-2419
5ales Contact: Cody Cleavelin Email: ccleavelkDhach-cam Phone: 979-90(1-5769
-- , "a" -
Quotation
Hach
PO Box 668
Loveland, CO8o539-O oa
Phone: (904) 227-4224
Email: quotes@hach-com
website: www-hach.com
1 8626700 1 kTO: TU53005c, Sys Chk, RFId, Flow w/sc2aO 1 CH j 4 j 4,252.00 14% 1 3,826.8 15,307.21
t LXV445.99.13112 Idb TU530CSC TURB SYSM K RFID EPA- standard lead time 15 days. 1 4 1 2 747.00 10% 2 436.3 9745.21
Freight: Prepaid By Shipper - Agreement
FCA= Hach's facility
All purahacmc or Haoh Company pmduatc and -or earrloac ale• eapreccly and without Ilm1t3Uon su4jaot to Haoh Company'& Terms IS Conditions of Sala J-FIWh T05'}, IncapWAnd
haral n by loran nre and pulbllshbd on Haoh Company'c wnbcha at www.hauh. oom:terms. Haah 7C5 are oonialned dk*Mly wd.%or try rsinrnnat In Haoh'c offer, ordw aMrKytiadpnank
and Inaolm dooumnntc. The nisi of tha following aotc oonstttutea an aao lbtanm of Haoh'c offar and not a aouninforinr antl main a uontraot of %a%'Contraft' In aao-ordlama with the
Haoh 705: ;I} Buyer's "uanot or a p urahaca orllar do4umant adalnst Haah's orrar, ;II} aoknowleddernnnt of euyoM order by Hach; ar INI oanemXlaateMlt or any perfolmana by Haorl
pursuant to B uyar'c order. ProyMons aonthinad In Suyer's purahaca doaurnantc (lnoludln4 nlnatron to aummarm lnbeMoem) that materially a11nr, add to or subtract
Timm the prorlGlon6 of tho Hwh TCa are not parl of the Contrant
Page 1 af 2
Due to Intemanonal regulations' a U.3. 6epartrmni of Comrneroe Export Llaarse may be required. Haah rdserrdc the right to ap prove sp"MD shipping agents. A%Daddn 6aa,ecc sultat It
for ocean chlpneratare utra. dprette final d—br dl on to ensure properdoo—datlon and paoking cuaable for International transport. In addition, Hsah mayrmqui-: il. A sla6mrnanl
of Intended •ncl uv; 2i.Cutltioahon heat th• Intended mouse does not relate .o prollferailon or weapons of mass doctruatlon [,prohibited n Wear antl uca, ohemloal i GIo krgloal
weapons. missN tealrnolapprl: and 31-Cartlnoallon Chad the goads will not he chr red ountrary to U. S. andfor appl kahid Iawc In Tome In Buyer's Jurlstllotlo n.
ORDERTERWb:
Tarns are sUgtaoe to Cmdll R*Am
Pldaaa Waranm the quotation number on your PUFMaas order.
Saks tax Is not Included. Applicable cakc tax nil be asltlad to the Involm based on the U.S. ddrnnation, tt applimble prnitle a resala,%t a ptldn mrtflaate.
Shipments will be prepaid and add d to 1-1—unless oth-alce cpaolnetl.
Equipment quoted operates with standard U.S. s upply ro Haga.
Hach standard franc and eanditiors apply to all sales.
Atldttli—I terms and aondltions apply to wean: Tor serrloe partnerchl pc.
Prlees do not Inolude delivery or protluut Waran altaphad Freight Charge Sohoduld and Colkdt Hand ling Feet.
Standard lead tine Ic M days.
Thlc Zuotd Is good Tor a one tine purchase.
Sales Contact:
Name:
co*cieavefin
Title:
Regional sales Manager
Phone:
97490D-5769
Email:
ccleavel@hach_com
Page -1 of I
(==)
I
��O
Be Mg'W
Quota-. on Addendum
Headquarrers
P.O. Bax 302
5500 Lindbergh Driue
Loveland. CO 80539-0302
Purchase Orders
PO Box 608
Loveland. CO 80539-0608
WebShe www.harh.c rn
ADVANTAGES OF WOHKING WITH HACH
v-s-k
Phone:
8DD-227-4224
Fax:
27D-4302-2932
E-Mail:
orders@lmc:h.com
quotes@hach.,ccm
tR(ihhiL4p@tuch.com
Export
Phone: 970-669-3050
Fax: 97046"09
Email: iW@hach.com
Remkiance
2207 Cdlectlons Center Drbre
Chicago, IL 6D693
Wire Tramfers
Bank of America
231 S- LaSalle St.
Chicago, IL 6D604
Account: 8705802335
Ro.. t - g (ABA): 071000039
Ilt,r,'r,,Uwwl
Pick&S1ir"
TechnicalSutruo
ProteayoLiTlrrwestrnent & peace of
P6ek&Shtpw wog am offers a better way
pmwcAespost-saie irL;trt f#atlon
firrxt
to keep yoursuppfres in skxk
and applivaUon s&,port
✓' Aglobal partner who undersAnds
Convenience of one pu rchase order for
✓ Hach's highly ski lied Technical
your needs
the enti re year
Support staff is dedicated to helping
i lelivers timely, high-qualiy service
d Flexibility to change, cancel or create
you resolve technical issues before,
you can trust
new orders
during and after the sale.
'rovides team cf unique experts to
♦ Savings from locking in prices & thus
Available via phone, e-mail, or I ive
hey p you maximize instru ment upiime
avoiding price surges and rush charges
online chat at Hach.coml
f Ensure data i ntegrity
d Peace of mind with automatic, reliable
Fast access to answers at
o' Maintain operational stability
shipments just as you need them
hrps:Nsupport.hach.aom
Reduce compliance risk
! Toll -free phone: BDO 227-4224
V E-mail: techhelp@hach-cam
www.hach.contservice-contracts
www.Hach. corrilpickandship
www.Hach-com
ADVANTAGES OF SIMPLIFIED SHIPPING AND HANDLING
Safe & FastQc4iy
Save Tinfe-Less Hassle
Save Mom.
✓ Receive tracking numbers on your
✓ No need to set up deliveries for orders or
No additional invoice to process -
order acknowledgement
to schedule pickup
save on time and admi nistrative
Hach will assist with claims if an order
V Hach Ships Order as prodLFct IS available,
costs
is lost or damaged in shipment
at no additional charge, when simplified
Only pay shippi ng once, even if
shipping and handling is used.
multiple shipments are required
STANDARD SIMPLIFIED SHIPPING AND HANDLING CHARGES 1• 23 Ft?arng Effective 8�31)2019
Tota P• c_
Merchanorse Orcered
Standard
Surface
Wainland USA)
Second Day
Delluery
(Mainland USA)
Next Day
Delivery
Wainland USA)
Seed Day
Deliroeryr
(Alaska A Hawaii)
Next Day
Deli%rery
(Alaska fl Hawaii)
$0.00-$42.92
$11,09
$29.99
$56-93
W.14
$21.51
$50.00-$142.22
$19.D6
$56.18
$106.00
$80.58
$153.15
$150_DO-$349,99
$33.48
$89.32
$181.94
$112.71
$219.36
$350_DO-$649,99
$46.63
$121.94
$242.50
$152A3
3ati.17
$650_DO-$949,99
$58,77
$127.42
$268.65
$157.77
$297.40
$950.00-$1,999.99
$73.94
$157.23
$332.46
$167.11
$362.D4
$2.D00.00-$3,999,99
$85.36
$167.09
$342.29
$194.36
$369.69
$4.DD0.00 - $5,999,99
$95.96
$173.55
$358.82
$10520
$380.35
$6.1)00.00 - $7,999,99
$116.93
$107.80
$4018.56
$215.38
$41524
$8,000-00 - $9,999,99
$133.43
$224.65
5438.72
$24027
$455.68
Over $10.000
2% of Net
Order Value
4% cf Net
Order Value
cf Net
Order Value
4% cf Net
OrderValuie
6% of Net
OrderValuie
Collect 4
Handl ng Fee
Effecbve
W31/19
$8.98
$9.23
$9.81
$1f1.32
$10.89
$11.68
$13.48
$16.60
$19.36
$22.34
$34.56
1 Shipping & Haidrrig Marges shown are only k�We b orders billing and shy rig to U.S. destinations. Shipping & Flarainq durMs All be pr p3ld and added'D Irvdoe.
Shipping a -la cling forme Pdc mp ProgramsWwgEc or each srfpr tent release and Is based on the total pace of eacfi -elease. hiuric n Shipping &g 'babies
are agect to dump xltiibut ndler.
2 AdCHMA .mppng s HwdipJ&09?s Will to appiiec to orders corta rrrg bulrY WANT epe:iA8'hevy priers. IWirigeAted and Al wreaiher Samplers do rct,JLJ -a sirno-illed
Shipping & -landing charges, and are mrArritrec he. , prod. s.. Ussoteed oxygen sensors can be mnaged rrexiaosed to 1eq%below Ve Irg cars'ig sersa i.re. uuO
b? Supped Over night or 2nd day Ar damg Vie cold weatrier rrovs.
3 Coder' shipprg n AJasM or Hamil: A.9ddcna Sipe ng a Hanciing d•argm may be apoed at drne cf order processing. Sec:xd Day and !, a Day de very s rrr wallaW_ io ai
dedlrre7ort5.
4 This handling Vecmusthe addsonalWES:hYFL3ciuowparyinalmTronFDDM5hg
and managrg milectm¢me.
SALES TAX
Sales Tax Is not Induded In the attached gwAatlon. Applicable sales and usage taxes will he added to your Invoice, al the ume. of order, fused on U.S. desthation of
goods, unless a wand resale;exemption ceWcate for deslnalon state Is provided io the above address or tax number, aier:lon acme Tax Depa.
HACH COMPANY 1 ,600 1 j,.:lb,,rgh U--s^• I PC. Qow ail;) I ' :r : i;, d. w:o _r;a.i.. <.t..`. {<: 1 F � :j 669 301, ;; 1 F 979 CC9 27 )..? I h.r. l .r:cr
TEFLMS & CONDMONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
This document sets forth the Terms & Conditions of Sale for goods
manufactured andlor supplied, and services provided, by Hach Company of
Loveland, Colorado f'llach'l and sold to the original purchaser thereof
I`Buyen'l. Unless atherrrise specifically staled herein, the term `Bach'
includes only Hach Company and none of its affiliales. Unless otherwise
specifically staled in a previously -executed written purchase agreement
signed by authadted representatives of Ilach and Buyer, these Terms &
Condilians of Sale establi sh the rights, obligations a nd rcmrdies of Hach and
Buyer- which apply to this offer and any resulting order or contract for the sale
of I I ach's goods a nd"or services f"Praducts'I.
1. APPt1CABLE TERMS & CONDITIONS: These Terms & Conditions of Sale
are contained directly and+'or by reference in Hach's Cite', order
acknowledgment, and inwice documents. The first of the following acts
constitutes an acceptance of Hach's offer and not a counteroffer and creates a
contract of sale I`Contract'l in accordance with these Terms & Conditions_ {il
Buyer's issuance of a purchase order document against Hach's offer; {nil
acknowledgement of Buyer's order by Hach; an {iiiI commencement of any
performance by Bach pursuant to Buyer's order. Provisions contained in
Buyer's purchase documents Gncludirg electronic commerce interfaoesl that
materially alter, add to or subtract from the provisions of these Terms &
Conditions of Sale are not a pa rt of the Contracl.
2. CANCELLATION: Buyer may cancel goads orders subject to fair charges
fan Hach's expenses including handling, inspection, restocking, freight and
invoicing charges as applicable, provided that Buyer returns such goods to
I I ach at Buyer's expense within 36 days of delivery and i n the same condition
as received. Buyer may cancel service orders on ninety f90} days prior written
notioe and refunds wi 11 be prorated based on the duration of the service plan.
Inspections and rerinstatementfees may apply upon cancellation or mpiraLian
of service progra ms. Seller may cancel all an part of any order prior to delivery
without Iia bility if the order incl udes any Products that Seller determines may
not comply with export, safety, local certification, or other applicable
cum pl is nce requirements.
2. DELIVERY_ Delivery will be accomplished FCA liach's facility located in
Ames Iowa or Loveland, Colorado, United Slates Ilnwterms 2010}. Legal title
and ri sly of lass or da mage pass to Buyer upon Ira infer to the first carrier. li ach
wi II use commercial N reasonable efforts to deliver the Products ordered herein
within the time speci fied an the face of this Contract ar, if no ti me is speci fied,
within Hach's normal lead-time necessary for li ach to deliver the Products sold
hereunder. Upon prior agreement with Buyer and for an additional charge.
H ach will deliver- the Products an an expedited basi s. Standard service delivery
hours are b am - 5 pm Monday through Friday, excludi ng holidays.
d. INSPECTION_ Buyer will promptly inspect and accept any Products
del ivered pursuant to this Contract after receipt of such ficducts. In the event
the Products do not conform to any applicable specific"ans, Buyer will
promptly notify Bach of such nonoonformance in writing. Hach will have a
reasonable opportunity to repair an replace the nonconforming product at its
opLian. Buyer rill be deemed to have accepted any Products delivered
hereunder and to have wa ived any such nonconformance in the evert such a
written notification is nut received by Bach within thirty 13101 days of delivery.
5. PRICES & ORDER SIZES: All prices are in U.S. dollars and are based on
delivery as stated above. Prices do nut include any charges for services such as
insurance; brokerage fees: sales, use, inventory an excise taxes: import or
export duties; special financing fees; VAT, income or royalty taxes imposed
outside the U.S.; consular fees: special permits or licenses; or other charges
imposed upon the prodaclian, sale, di stri bution, or del ivery of Products. Buyer
will either pay any and all such charges or provide Hach with aecepuble
exemption certificates, which obligation survives performance under this
Contract. Ilach reserves the right to establish minimum order sizes and will
advise Buyer accordingly.
d. PAYMENTS: All payments must be made in U.S. dollars. For Internet
orders, the purchase price is due at the time and manner set forth a1
www.hach.com. Invoices for all other orders are due and payable NET 30
DAYS from date of the invoice without regard to delays for inspection or
transportation, with payments to be made by check to Hach at the above
address or by wi re Ira nsfer to the account staled an the front of Hach's invoice,
or for customers with no established crecll, Bach may require cash an credit
cerd payment in advance of delivery. In the event payments are noL made or
nct made in a timely manner, Hach may, in addition to all other remedies
provided at Tarr, either- fal declare Buyer's performance in breach and
terminate this Contract for default; Ibi withhold future shipments until
delinquent payments are made, fc} deliver future shipments an a cash with.
order or cash -in -advance basis even after the delinquency is cured; fdl charge
interest an the deli nrquency at a rate of 1-V!2-% per month or the maxi mum rate
permitted by law, if lower. for each month an part thereof of delinctuency in
payment plus applicable storage charges andfar i wenlory c arrying charges: fe}
repossess the Products fart which payment has not been made,, {fl recover al
costs of collection Including reasonable attorneys fees; or kV combine any of
tlx above rights and remedies as is practicable and permitted by law. Buyer is
prohibited from setting off any and all monies owed under this from any other
sums, whether liquidated or not, that are or may be due Buyer, which ad se out
of a different transaction with Hach or any of its affiliates. Should Buyer's
financial responsibility became unsatisfactory to Hach in its reasonable
discretion, Hach may require cash payment or other security. If Buyer fails to
meet these recuirements, Hach may treat such failure as masana ble grounds
for repudiation of this Contract, in which case reasonable cancellation charges
shall be due Hach. Buyer grants Hach a security interest in the Products to
s ure payment in full, which payment releases the security interest but only if
such payments could not be considered an avoidable transfer under the U.S.
Bankruptcy Code or other applicable laws. Buyer's insolvency, bankruptcy,
assignment for the benefit of credilors or dissolution or termination of the
existence of Buyer, constitutes a default under this Contract and affords Bach
all the remedies of a secured party under the U.C.C., as well as the remedies
slated above for Tale payment or non-payment. See MQ for further wi re transfer
requirements.
7. LIMITED WARRANTY: Hach warrants that Products sold hereunder will be
free from defects in material and workmanship and w il, when used in
accordance with the manufacturer's operating and maintenance instructions,
conform to any express written warranty pertaining to the specific goods
purchased, which for mast Bach instruments is fan a period of twelve 114
months from delivery. Ilach warrants that services fumi shed hereunder will be
free from defects in workmanship for a period of ninety (901 days loom the
completion of the services. Parts provided by Hach in the peiarmance of
services may be newor refurbished parts functioning equivalent Ic new pals.
Any non-functioning pa its that are repa ired by I I ach sha II become the prope -Iy
of Flach. No warranties are extended to consumable items such as. wi' houL
limitation, reagents, batteries, mercury cells, and light bulbs. All other
guarnnt"s, warranties, conickioas and rpresentadnas, elthsr express or
ropier', wh*thw srleing undx my smtute, law, cornmwcial usage or
otherwise, includin itrrpNod warraraiies of merdhsnm6ility and fitness for a
ptrtimder purpumi, are hereby excluded- The sole remedy for ftoaucts not
meeting this Limited Warr anty is replacement, credit or refund of the purchase
price. Thi s remedy will not be deemed to have failed of its essenti al purpose so
long as Hach is willing to provide such replacement, credit or refund.
B. INDEMNIFICATION: Indemnificatian applies to a party and to such parly's
successors in inieresl, assignees, affiliates, dlreclors, afFicem, and employees
{' Indemnified Parties%. Hach is responsible for and will defend, indemnify and
hold harmless the Buyer Indemnified Parties against all lasses, claim¢,
expenses or damages which may result from accident, i ry ury, damage, at death
due to IIach's breach of the Li miled Warranty. Buyer is responsible for and will
defend indemnify and hold harmless the IIach Indemnified Parties against all
losses, claims, expenses or damages which may result from accident, injury,
damage, or death due to negl igence, misuse or mi sapplic ation of any goods or
services, Violations of larr, or the breach of a ny pmi sign of this Contract by the
Buyer, its aPfili ates, or those employed by, controlled by or in privity with them
Buyer's workers' compensation immunity, if any, does not preclude or limit its
i ndemnificalion obligations.
9. PATENT PROTECTION: Subject to all limil"ans of liability provided
herein, I lath wi ll, with respect Lo any Products of I lach's design or manufacture,
i ndemnify Buyer from any and al I damages and casts as Tina Ily delermi ned by
a court of competent jurisdiction in any suit for infringement of any U.S. patent
{or European patent for Products that Hach sells to Buyer far end use in a
member state of the E.U.1 that has issued as of the delivery date. saltily by
tea son of the sale or normal use of any Products sold to Buyer hereunder and
from masonabit expenses incurred by Buyer in defense of such suit if Flach
does not undertake the defense thereof, provided that Buyer promptly notifies
TERMS AND CONDITIONS OF SALE FOR HACHID PRODUCTS
I lath of such suit and priers Hach either til full and exclusive control or the
defense of suc h suit when Products of I I ach only are involved, or tiiy the right
to participate in the defense of such suit when products other than those of
Ilach are also involved. Hach's warranty as to use patents only applies to
inrringerr m arising solely out or the inherent operation of the Products
according to their applications as envisioned by Hach's specificatiam. In case
the Products are in such suit held to constitute inrringemem a not the use or the
Products is enjained. Hach will, ad its awn expense and at its optian, either
procure for Buyer the right to conti rue using such Products or replace them
with non infringing products. or modify them so they became non.inrringing„
or remove the Products and refund the purchase price {prorated for
drpreciatian} and the transportation casts thereof. The raregoing states the
entire Ii abil ity of Ilach fart patent infringement by the Products. Further, to the
same extent as set forth in Flach's above obligation to Buyer, Buyer agrees to
defend, indemnify and hold harmless Hach rar patent infringement related to
Ixl any goods manufactured to the Buyers design, tvl services provided in
accardance with the Buyer's instructions or {zl li ach's Products when used in
combination with any ather devices, parts or software not provided by Ilach
hereunder.
1 D. TRADEMARKS AND OTI I CR LABELS_ Buyer agrees not to remove or alter
any indic is of manufacturing origin or patent numbers contained on or within
the Products i ml udi erg without li mitation the serial numbers at Lr adema rks an
nameplates or cast, molded or machined components.
11. SOFTWARE AND DATA. All licenses to Ilach's separately -provided
software products are subject to the separate software license agreementlsl
accompanying the software media and+ar included as an Appendix to these
Terms & Conditions of Sale. Except to the extant such express licenses conflict
with the remainder of this paragrapft the following also applies relative to
I lach's software_ Hach grants Buyer only a personal, non-exclusive license to
access and use the software pnotirided by Hach with Products purchased
hereunder solely as necessary for Buy" to enjoy the benefit or the Products. A
portion or the software may contain at consist of open source software, which
Buyer may use under the terms and conditions or the specific license under
which the open source saftwa re is distributed. Buyer agrees that it will be bound
by all such license agreements. Title to saftware remains with the applicable
licensorlsl. In connection with Buyer's use or Products, Hach may obtain,
receive, or collect data or inrormation, including data produced by the Products.
In such cases, Buyer grants Flach a nonexclusive, worldwide, royalty -bee,
perpetual, nan-revocable license to use, compile, distribute, display, stare,
process, reproduce, or create derivative works of such data, or to aggregate
such data for use in an anorrymous manner, solely to racilitate marketing, sales
and R&D activities or Hach and its affiliates.
12. PROPRIETARY INFORMATION; PRIVACY: "Proprietary Information'
means any inranmation, technical data at know-how in whatever form,
whether documented, conlai ned in in achine reada ble or physics I companemss
mask works or artwork, or otherwise. which Ilach considers proprietary,
indudi ng but not limited to service and maintenance manuals. Buyer and its
customers, employees and agents will keep confidential all such Proprietary
Information obtained directly or indirectly ream r{ach and will not Ira nsrer or
disclose it without Hach's prior written consent, at use it for the manufacture,
procurement, servicing or calibration of Products or any similar products, or
cause such products to be manufactured, serviced or cal ibra Led by or pracured
Rom any other source, or reproduce at otherwise appropriate it All such
Proprietary Information remains IIuch'sproperly. No righter license is granted
to Buyer or its customers, employees or agents expressly at by implication,
with respect to the Proprietary Inrommation or any patent right or other
proprietary right or Flach, except for the limited use licenses implied by law.
Ilach will manage Oustamer's information and personal data in accordance
with its Privacy Policy, located at hltp lwww.hach.wm'privacypolicy.
13. CHANGES AND ADDITIONAL OlARGCS: Hach reserves the right to make
design c lames cc improvements to any products of the same Vneral cl ass as
Proclu"s being delivered hereunder without liability or obligation to
incorporate such changes or improvements to Products ordered by Buyer
unless agreed upon in writing before the Products' delivery date. Services
which must be performed as a result or any of the rallor+ing conditions are
subject to additional charges rat labor, travel and parrs: {al equipment
alterations not authorized in writing by Hach; {b} damage resulting rrom
improper use or handling, accident, neglect, power surge, or operation in an
environment or manner in which the instrument is Prot designed to operate or
V. 7019 03 22
is not in accordance Pith Hach's operating manuals {c} the use or parts or
accessories not provided by Hach; Idl damage resulting rrom acts of war,
terrorism or nature; tC services outside standard business hours; If site
prework not complete per proposal; or tgl arry repairs required to ensure
equipment meets manufactureds specifications upon activation or a service
agreement.
'ib. SITE ACCESS 1 PREPARATION i WORKER SAFETY I INVIRONMENTAL
COMPUANCC: In connection with services provided by Ilach, Buyer agrees to
permit prompt access to equipment. Buyer assumes rul I responsi bility to back-
up or othenrisr protect its data against loss, damage or destruction berare
services are performed. Buyer is the operator and in full control of its premises,
including those areas where k{ach employees or contractors are performing
service, repair and maintenance activities. Buyer sill ensure that all necessary
measures are Laken for safety and security of working conditions. sites and
i nstallations during the perrarmance of services. Buyer is the generator or any
resulting wastes, including rithaut limitation hazardous wastes. Buyer is solely
responsible to arrange for the disposal of any wastes at itsown expense. Buyer
will. at its own expense, provide Ilach employees and contractors working on
Buyer's premises with all information and training required under applicable
safety compliance regulations and Buyer's policies. If the instrument to be
serviced is in a Confined Space, as that term is defined under OSHA regulations,
Buyer is Palely responsible to make it available to be serviced in an unconrined
space. Hach service technicians will not work in Conri reed Spaces. In the event
that a Buyer requires Hach employees or contractors to attend safely or
compliance training programs provided by Buyer, Buyer will pay Hach the
standard hourly rate and expense reimbursement rat such training attended
The attendance at or completionorsuch training does notcreateor expand any
warranty or obl igatian of Ilach and does pat serve to alter, amend, limit or
supersede a ny pa rL or this Contract.
16. LIMITATIONS ON USE: Buyer wil I nut use any Products for any purpose
alher than those identified in Hach's catalogs and literature as intended uses.
Unless Hach has advised the Buyer in writing, in no event will Buyer me any
Products in drugs road additives, food or cosmetics or medical applications for
humans or animals. In no event will Buyer use in any application any Product
that requires FDA 6101k1 clearance unless and only to the extent the Product has
such clearance. Buyer will not Pell, transfer, export or re.exparl any Hach
Products or technology fart use in activities which involve the design,
development, production, use or slackpil ing of nuclear, c heroical or biologica I
weapons or missiles, not use Hach Products or technology in any facil ity which
engages in activities relati ng to such wea pans. Unless the 'ship to" address is
i n Cali rami a, U.S.A., the Products are not intended for sale in California and may
lack markings required by Cali rarnia Prapasitian 66; accordingly, unless Buyer
has ordered Products specifying a California ship -La address, Buyer will not sell
or deliver any Flach Products for use in Calirarnia. Any warranty granted by
Ilach is void it any goads covered by such warranty are used rar any purpose
not permitted hereunder.
id EXPORT AND IMI`CORT LICENSES AND COMPLIANCE 4VMI LAWS:
Unless otherwise specified in this Contract, Buyer is responsible for obtaining
any required exparl cc import licenses. Buyer will comply with all laws and
regulations applicable to the installation or use of all Products, including
applicable impart and exponLconizal laws and regulations of the U.S., C.U. and
any other country having proper jurisdiction, and will abtain all necessary
export licenses in connection frith any subsequent export, re-exparl, Iransrer
and use of all Products a rid Lechnology delivered hereunder. Buyer will ccxnply
Pith all local, national, and other lays or all jurisdictions globally relating to
and -corruption, bribery, extortion, kickbacks or similar matters which are
applicable to Buyer's business activities in connection with this Contract,
including but not li miled to the U.S. Foreign Ccr rupL Practices Act of 1977. as
amended tthe "FCPA'k. Buyer agrees that no payment or money or provision
of anything of value will be offered, promised, paid or transferred, directly or
indirectly, by any person or entity, to any government official, government
employee, cc employee of any company owned in part by a government
political party, politica I party uffici al, or ca nddate for array government office or
political party ufGce to induce such organizations or persons to use their
authority or influence to obtain or retain an improper business advantage for
Buyer at for Bach, or which otherrriseconstitute or have the purpase at effect
of public or cammerci al bribery, acceptance of or acquiescence in extortion,
kickbacks at other unlawful or improper means of obtaining business or any
improper advantage, with respect to any or Buyer's activities related to this
Contract. Hach asks Buyer to "Speak Up" if aware or any violation of law,
TERMS AND CONDF IONS OF SALE FOR HACRID PRODUCTS
regulation araur GLandards afCanduct I`SOC'1 in relation W this Contract See
help_7danaher.corrVintegrily-and-compliance and www.danaherinteurih'.cam
fart a capy or the SOC and fart access hour lfelpl ine parla I.
17. nELATIONSFIII, or PARTI IS: Buyer is not an agent or representative of
I lath a nd wi II nut present ilst r as such under any circumstances unless and to
the extent it has been formally screened by I Iach's campliance department and
received a separate duly. authorized letter from Hach setti ng forth the scxape and
limitations of such authorization.
le. rORCE MbJEURE: Hach is excused rram penrammance or its ablig.atipns
under this Cantract to the extent caused by acts ar omi scions that are beyond
its cantrpl or, including but not limited to Government embargaes, blockages,
seizures or rrerze of assets, delays or refusals to grant an exparrt or import
license ar the suspension ar revocation thereat, ar any other acts of any
Government; fires, floods, severe weather conditions. or any athrr acts or Goad;
quarantines; labor strikes ar lockouts; riots: strife; insurrec6ans; civil
disobedience or acts of criminals ar terrorists; war; mated al shortages ar delays
in deliveries to Hach by tN rd pa rties. In the event of the exislence of any farce
majeure circumstances, the period at time for delivery, payment terms and
payments under any letters of credit wi II be extended for a period of ti me equal
La the period of delay. I F the force majeure ci rcumslances extend For six manths.
I lath may, at its option, Ienni pate this Contract withaut penalty and without
being deemed in default at in breach thereoF.
19. NON ASSIGNMENT AND WAIVER: Buyer will nut Iransrer or assign this
Contract art 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 Cantract, at to merci m any right or privilege contained herein,
or the waivet of any Ltmach or the trans or canditions of this Cantract r i II nal
be construed as therralt" waiving any such Lrms, conditians, dghts, or
privileges, and the same will continue and remain in rame and effect as it no
waiver had occurred.
20. WIRE TRANSrEnS: Buyer and I lath bath recognize that there is a risk of
wire fraud when individuals impersonating a business demand immediate
payment under new wire transfer instr uctians. Ta avoid this risk, Buyer must
verbally confirm a ray new at changed vd re transrer instructions by calli ng li ach
at r1-97&663-1377 and speaking with Hach's Credit Manager beram
Iransferri ^d any manies using the new wire instructions. Both pa rties agree that
they wi II not institute wire transfer instruction changes and require immediate
payment under the new instructians but will i nslead provide a Len {10} day grace
periad to verify any wire transrer instruction changers before any autstanding
payments are due usi ng the new instructions.
21. LIMITATION OF LLULITY: Noaa of the Hach krdemniFed Parties will be
Ile6h to Bu yap order any circa mstances for amp special, treble, inoderr[al or
aorrsaquantial damages, including without Imitation, damage [a or loss al
propaM athar than for the Products purcha sad hereunder: damages incumad
in installation, rape it ar raplacernent; last profits, raven us ar opparttmity; loan
of use, lasaes resulting ham or related [a downtima of the produs[a or
inaccurate measurements or reporting: the cost of substit rto products; or
daims of Buyer's customers far such damages, howvsoaraw caused, and
wvhathar based on we rranty, cantraM and. or [art Ii ncluding neWI iganco, strict
liability w otherwise). The total liabi lity of the Hach Indemnified Parties a rising
out of the perlpcmanca or nonperlorrnanca hereunder or Hach's obl igations in
con nectian with the design, manufacture, sale, delivery, and.or use of Products
will in no circumstance exued in the eggmgeta a sum equal [o twic# the
amou nt actually pa id [o Bade far Products delivarad hereunder.
22. APPLICABLE LAWAND DISPUTE RESOLUTION: The canslructipn,
interpretation and purarmance hereof and all transactions hereunder sha II be
governed by tl a laws of the State or Calar ado, without regard Lo its principles
or lays regarding canflicts of laws. If any prevision of this Contract violates
any Federal, .`elate or lacal statutes at regulations or any countries having
jurisdiction of this 7-ansaction. ar is iIleg.al rat any reason, said prevision shalI
be self -deleting without affecting the validity or the remaining provisions.
Unless otherwise speaifica lly agreed upon in writing between Fiach and Buyer,
any dispute relati ry to this Cantract which i s not resolved by the parties sha II
be adjudicated i n order of preference by a court or competent juri sdiction li) in
the State of Calorada, U.S.A. iF Buyer has minimum contacts with Colarado
and the U.S., {ii I elsewhere in the U.S. it Buyer has minimum contacts with the
V. 7019 03 27
U.S. but not Colorado, or liiil in a neutral location it Buyer does not have
mini mum contacts with the United States.
22, ENTInE AGREEMENT & MODIFICATION: These Terms & Canditians of
Sale canstitute the entire agreement between the parties and supersede any
prior agreements or representations, whether Aral art written. No cha rye do or
modification of these Terms b Conditions shall be binding upon Bach unless in
a written instrument specifically referencing that it is amending these Terms &
Cpndiiions of Sale and signed by an authorized representative of Hach. Hach
rejects any additianaI or inconsistent Terms & Canditions of Sale offered by
Buyer at any ti me, whether or nut such terms or conditions mated ally alter the
Terms b Conditions herein and it respective or Ilach's acceptance of Buyu's
order for the described grads and ser�ioes.
24. APPENDICES: If checked. the rallrnri ng Appendices are attached hereto
and incorporated by reference into these Terms b Conditions or Sale:
CLAROS &DFTWARE AS A SERVICE SUBUCRI PYLON AGREEMENT
giAO!COMPAhy :berghDeive I POBc[ 359 1 Upveland.Cotorad480539 6 PEJ7p.56.9..3Q50 1F970.669.2932 I haMCOM
The Sole Authorized Manufacturer and Direct Distributor Letter
2/11/2020
Customer Name: City of Wichita Falls
Customer Address: 4801 Sig Ed Neal Drive
Customer City, State, Zip: Wichita Falls, Texas 76 310
Customer Account Number: Click here to enter text.
8626700 - TU5300sc, Sys Chk, RFID, Flow w/sc200 1 CH
LXV445.99.13112 - TU5300sc TURB,SYSCHK,RFIREPA
LXV445.99.31112 - TU5300sc TURB,CLEAN,SYSCHK,EPA
8627300 - TU5400sc, Sys Chk, RFID, Flow w/sc200 1 CH
LXV445.99.13212 - TU5400sc TU RB, SYS C HK,RFI R E PA
This letter is to confirm that Hach Company is the sole authorized manufacturer and direct
distributor of the item/items listed above.
Thank you for your interest in Hach Company Products. If we can be of further assistance,
please contact us at 1-800-227-4224.
Thank you