HomeMy WebLinkAboutResolution - 2022-R0176 - PO 25101438 with ADB Safegate Americas - Airport 4.12.22Resolution No. 2022-RO176
Item No. 7.27
April 12, 2022
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute
for and on behalf of the City of Lubbock, Purchase Order No. 25101438 by and between the
City of Lubbock and ADB Safegate Americas, LLC for Runway Lighting, and related
documents. Said Purchase Order is attached hereto and incorporated in this resolution as if
fully set forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on April 12, 2022
-(to�7�N
DANIEL M. POPE, MAYOR
ATTEST:
A-
Mbelca Garza, City Sec et
APPROVED AS TO CONTENT:
Kelly Campbell, Executive Director of Aviation
TO FORM:
Assistant City Attorney
ccdocs/RES.ADB Safegate Americas, LLC-PurchaseOrd
March 11, 2022
.. City of
Lubbock
TEXAS
PURCHASE ORDER
ADB SAFEGATE AMERICAS, LLC
TO: 977 GAHANNA PARKWAY
COLUMBUS OH 43230
Page - 1
Date - 3/11/2022
Order Number 25101438 000 OP
Branch/Plant 4613
CITY OF LUBBOCK
SHIP TO: LUBBOCK PRESTON SMITH
INTERNATIONAL AIRPORT
5401 N. MARTIN L KING BLVD
LUBBOCK TX 79403
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 4BY-y
Marta , Director of Purchasing & Contract Management
Ordered 3/11/2022 Freight
Requested 4/11/2022 Taken By S BALLANCE
Delivery PER KK CAMPBELL, REQ 58601 SOLE SOURCE
If you have any questions, please contact Kelly Campbell. KCampbell mylubbock. us or 806-775-3131
Description/Supplier Item
Ordered
Unit Cost
UM
Extension
Request Date
SR21-7123210
10.000
1,568.0500
EA
15,680.50
4/11/2022
SR22-7123210
3.000
2,321.3100
EA
6,963.93
4/11/2022
SR22-7233210
1.000
2,676.5900
EA
2,676.59
4/11/2022
SR23-7143220
2.000
3,102.6100
EA
6,205.22
4/11/2022
SR23-7243220
3.000
3,530.8400
EA
10,592.52
4/11/2022
SR24-7263220
4.000
4,493.3900
EA
17,973.56
4/11/2022
1ST100666010
23.000
111.4600
EA
2,563.58
4/11/2022
70A0012/CK
23.000
27.3700
EA
629.51
4/11/2022
1832BSPLT
23.000
131.8400
EA
3,032.32
4/11/2022
Total Order
Terms NET 30 DAYS
66,317.73
This purchase order encumbers funds in the amount of $66,317.73 awarded to ADB Safegate Americas LLC of
Columbus, OH, on April 12 , 2022. The following is incorporated into and made part of this purchase order by
reference: Quote dated February 25, 2022, from ADB Safegate Americas LLC of Columbus, OH, and the Sole Source for these
products.
Resolution # 2022-RO 176
CITY OF LUB K
Daniel M. Pope, Mayor
ATTEST:
Rebecc Garza, City ecretary
Rev. 9/2021
Seller and Buyer agree as
follows:
PURCHASE ORDER
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TX
I SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice
Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address,
(b) Consignee's name, address and purchase order or purchase release number and the supply agreement number
if applicable, (c) Container number and total number of containers, a g. box 1 of 4 boxes, and (d) the number
of the container bearing the packing slip Seller shall bear cost of packaging unless otherwise provided Goods
shall be suitably packed to secure lowest transportation costs and to conform with requirements of common
carriers and any applicable specifications Buyer's count or weight shall be final and conclusive on shipments
not accompanied by packing lists
2 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under
reservation and no tender of a bill of lading will operate as a tender of goods
3 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer
actually receives and takes possession of the goods at the point or points of delivery
4 NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply
with all provisions of this contract as to time of delivery, quality and the like If a tender is made which does
not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming
tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer
of his intention to cure and may then make a conforming tender within the contract time but not afterward
5 INVOICES & PAYMENTS a S e I I e r shall submit separate invoices, in duplicate, one each purchase
order or purchase release after each delivery Invoices shall indicate the purchase order or purchase release
number and the supply agreement number if applicable Invoices shall be itemized and transportation charges,
if any, shall be listed separately A copy of the bill of lading, and the freight waybill when applicable, should
be attached to the invoice Mail To Accounts Payable, City of Lubbock, P O Box 2000, Lubbock, Texas
79457 Payment shall not be due until the above instruments are submitted after delivery
6 GRATUITIES The Buyer may, by written notice to the Seller, cancel this contract without liability to
Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered
or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of
Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or
amending, or the making of any determinations with respect to the performing of such a contract In the event
this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other
rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities
7 SPECIAL TOOLS & TEST EQUIPMENT If the price stated on the face hereof includes the cost of an)
special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order,
such special tooling equipment and any process sheets related thereto shall become the property of the Buyer
and to the extent feasible shall be identified by the Seller as such
8 WARRANTY -PRICE a The price to be paid by the Buyer shall be that contained in Seller's bid
which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind
and specification covered by this agreement for similar quantities under similar of like conditions and methods
of purchase In the event Seller breaches this warranty, the prices of the items shall be reduced to the
Seller's current prices on orders by others, or in the alternative Buyer may cancel this contract without
liability to Seller for breach or Seller's actual expense b The Seller warrants that no person or selling agency
has been employed or retained to solicit or secure this contract upon an agreement or understanding for
commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established
commercial or selling agencies maintained by the Seller for the purpose of securing business For breach of
vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this
contract without liability and to deduct from the contract price, or otherwise recover without liability and to
deduct from the contract price, or otherwise recover the full amount of such commission, percentage. brokerage
or contingent fee
9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do
so shall render this contract voidable at the option of the Buyer Seller warrants that the goods furnished will
conform to the specification, drawings, and descriptions listed in the bid invitation, and to the samples) furnished
by the Seller, if any In the event of a conflict or between the specifications, drawings, and descriptions, the
specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller
represents and warrants fault -free performance and fault -free result in the processing date and date related data
(including, but not limited to calculating, comparing and sequencing) of all hardware. software and firmware
products delivered and services provided under this Contract, individually or in combination, as the case may
be from the effective date of this Contract The obligations contained herein apply to products and services
provided by the Seller, its sub- Seller or any third party involved in the creation or development of the products
and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the
obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the
law and under this Contract including, but not limited to, its right pertaining to termination or default The
warranties contained herein are separate and discrete from any other warranties specified in this Contract,
and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability
which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated
in this Contract by reference
10 SAFETY WARRANTY Seller warrants that the product sold to the Buyer shall conform to the standards
promulgated by the U S Department of Labor under the Occupational Safety and Health Act of 1970 In the
event the product does not conform to OSHA standards, Buyer may return the product for correction or
replacement at the Seller's expense In the event Seller fails to make the appropriate correction within a
reasonable time, correction made by Buyer will be at the Seller's expense
I I NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller
agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement
will give rise to the rightful claim of any third person by way of infringement of the like Buyer makes no
warranty that the production of goods according to the specification will not give rise to such a claim, and in no
event shall Buyer be liable to Seller for indemnification In the event that Seller is sued on the grounds of
infringement of the like If Seller is of the opinion that an infringement or the like will result, he will notify the
Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive
notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If
Seller in good faith ascertains the production of the goods in accordance with the specifications will result in
infringement or the like, the contract shall be null and void
12 NON APPROPRIATION All funds for payment by the City under this contract are subject to the
availability of an annual appropriation for this purpose by the City In the event of nonappropriation of funds
by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will
terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal
year or when the appropriation made for the then -current year for the goods or services covered by this contract
is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this
contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give
such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of
termination
13 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods at delivery before accepting
them
14 CANCELLATION Buyer shall have the right to cancel for default all or any part of the undelivered
portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller
becomes insolvent or commits acts of bankruptcy Such right of cancellation is in addition to and not in
lieu of any other remedies which Buyer may have in law or equity.
15 TERMINATION The performance of work under this order maybe terminated in whole, or in part by the
Buyer in accordance with this provision Termination of work hereunder shall be effected by the delivery
of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the
order is terminated and the date upon which such termination becomes effective Such right or termination is
in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein
16 FORCE MAJEURE Neither party shall be held responsible for losses, resulting if the fulfillment
of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the
party whose performance is interfered with, and which by the exercise of reasonable diligence said party is
unable to prevent.
17 ASSIGNMENT -DELEGATION No right or interest in this contract shall be assigned or delegation of
any obligation made by Seller without the written permission of the Buyer Any attempted assignment or
delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with
this paragraph
18 WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part
by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration and is in witting signed by the aggrieved party
19. INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications for bids and
performance provided by Buyer in its advertisement for bids, and any other documents provided by
Seller as part of his bid, is intended by the parties as a final expression of their agreement and intended also
as a complete and exclusive statement of the terms of their agreement Whenever a term defined by the
Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control.
20 APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Whereever
the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial
Code as adopted in the State of Texas as effective and in force on the date of this agreement.
21 RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question
the other party's intent to perform he may demand that the other party give written assurance of his intent to
perform In the event that a demand is made and no assurance is given within five (5) days, the demanding
party may treat this failure as an anticipatory repudiation of the contract.
22 INDEMNIFICATION Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and
employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, taus
and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract
or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was
caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its
employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys
and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment
shall be rendered against the Buyer in any such action. the Seller shall, at its own expenses, satisfy and
discharge the same Seller expressly understands and agrees that any bond required by this contract, or
otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless
and defend the Buyer as herein provided
23 TIME It is hereby expressly agreed and understood that time is of the essence for the performance of
this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to
be in default of this agreement
24 MBE The City of Lubbock hereby notifies all bidders that in regard to any contract entered into
pursuant to this request, minority and women business enterprises will be afforded equal opportunities to
submit bids in response to this invitation and will not be discriminated against on the grounds of cace, color,
sex or natural origin in consideration for an award.
25 NON -ARBITRATION. The City reserves the right to exercise any right or remedy to it by law, contract,
equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of
competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising
itsunrestricted right to seek judicial remedy The remedies set forth herein are cumulative and not exclusive,
and maybe exercised concurrently To the extent of any conflict between this provision and another provision
in, or related to, this document, this provision shall control
26. RIGHT TO AUDIT At any time during the term of the contract, or thereafter, the City, or a duly
authorized audit representative of the City or the State of Texas, at its expense and at reasonable times,
reserves the right to audit Contractor's records and books relevant to all services provided to the City under
this Contract. In the event such an audit by the City reveals any effors or overpayments by the City,
Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such
audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any
payments due Contractor
27 ASSIGNING OR SUBLETTING THE CONTRACT The Contractor shall not assignor sublet the contract,
or any portion of the contract, without written consent from the Director of Purchasing and Contract
Management Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on
insurance from the Subcontractor that complies with all contract Insurance requirements.
29 HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES House Bill 1295, adopted by the 84th
Legislature, created §2252.908. Texas Government Code. Section 2252.908 requires a business entity entering
into certain contracts with a governmental entity or state agency to file with the governmental entity or state
agency a disclosure of interested parties at the time the business entity submits the signed contract to the
governmental entity or state agency Instructions for completing Form 1295 are available at
him: www ci lubbock.tx us/departmental-websites/deoarmenWpurchasing/vendor-information
30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read,
fully understands, and will be in full compliance with all terms and conditions and the descriptive material
contained herein and any additional associated documents and Amendments. The City disclaims any terms and
conditions provided by the Contractor unless agreed upon in writing by the parties In the event of conflict
between these terms and conditions and any terms and conditions provided by the Contractor, the terms and
conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed
upon by the parties, and any prior conflicting terms shall be of no force or effect.
31 TEXAS GOVERNMENT CODE, CHAPTER 2252. The undersigned representative of the undersigned
company or business, being an adult over the age of eighteen (18) years of age, pursuant to Texas Govemmem
Code, Chapter 2252, Section 2252.152, certify that the company named above is not listed on the websile of
the Comptroller of the State of Texas concerning the listing of companies that are identified under Section
806 051, Section $07.051 or Section 2253.153. 1 further certify that should the above -named company enter
into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas, which
do business with Iran, Sudan or any Foreign Terrorist Organization, I will immediately notify the City of
Lubbock Purchasing and Contract Department.
32 TEXAS GOVERNMENT CODE, CHAPTER 2270 This section applies only to a contract that (1) is
between a governmental entity and a company with 10 or more full-time employees, and (2) has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the governmental entity (b) A
governmental entity may not enter into a contract with a company for goods or services unless the contrecr
contains a written verification from the company that it (1) does not boycott Israel, and (2) will not boycott
Israel during the term of the contract.
33 TEXAS PUBLIC INFORMATION ACT The requirements of Subchapter 1, Chapter 552, Government
Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the
contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter To the
extent Subchapter J, Chapter 552, Government Code applies to this agreement, Pursuant to Section 552.30l(c)
of the Texas Government Code; the City of Lubbock has designated the following email address for which
public information requests may be made by an emailed request. Please send this request to this email address
for it to be processed off�;:rnvlubbpskus
REV 9/2021
403. vc164
`. ADB SAFEGATE Amedcas LLC Tel: +1(614) 8611304 Page 1 of 4
ADB 977 Gahanna Padavey Fax: +1(614) 864 2069
SAFEGATE Columbus, OH 43230
ret• VZO
o�
Quote Confirmation
Sold To -Party: 1002653
CITY OF LUBBOCK
ACCOUNTS PAYABLE
PO BOX 2000
LUBBOCK TX 79457
Cust.Tax ID: 1-75-600059
Contact Person: RAYMOND ARMENTA
Phone: 806-241-9490
Ship -To -Party. 2002257
CITY OF LUBBOCK (LBB)
Raymond Trejo
LUBBOCK INrL AIRPORT
5900 N. Walnut St.
LUBBOCK TX 79403
Cust.Tax ID: 1-75-600059
Contact Person: KIRBY HURTA
Project No.:
Terms of Delivery:
EXW - PLANT
Quote No:
20028213
Terms of Payment:
Credit Card Payment
Quote Date:
February 25, 2022
FOB:
Origin
Airport Code:
LBB-LUBBOCK PRESTON SMITH
Valid From:
February 25, 2022
INTL
ADB Contact Person:
Wilson De eo
Valid To:
May 10 2022
Pay Item Line
Part No./ Description
QuantitylUoM
Unit Price
Amount
100
SR21-7123210
10
EA
1,568.05
15,680.60
L858,LED.SZ2,IM,SF,2P.P-L W/SW,1T
200
SR22-7123210
3
EA
2,321.31
6.963.93
L858,LED,SZ2,2M,SF,2P,P-L W/SW,1T
300
SR22-7233210
1
EA
2,676.59
2,676.59
L858,LED,SZ2,2M,DBL-F,3P,P-L,W/SW,1 T
400
SR23-7143220
2
EA
3,102.61
6,205.22
L858,LED,SZ2,3M,SGL-F.4P, P-L W/SW,2-TE
500
SR23-7243220
3
EA
3,530.84
10,592.52
L858.LED,SZ2,3M,DBL-F,4P, P-L,W/SW„ 2-T
600
SR24-7263220
4
EA
4,493.39
17,973.56
L858,LED,SZ2,4M,D13L-F.6P, P-L W/SW,2-T
700
1ST100666010
23
EA
111.46
2,563.58
ISOL TX 10OW 6.6:6.6 L-830.4
800
70A0012ICK
23
EA
27.37
629.51
CONN PRIMARYCOMPLETE KIT#8 L82311805-01
1 ADS SAFEGATE Americas UC Tel: +1(614) 8611304 Page 2 of 4
ADB 977 Gahanna Parkway Fax. +1(614) 864 2069
SAFEGATE Columbus, OH 43230
900 1832BSPLT
867B HD BSPLT 3/8 21/2°HUB
Quote Confirmation
Quote:20028213
23 EA 131.84 3,032.32
Quote Total: 66,317.73 1
Final Quote Amount (USD): 66,317.731
Additional Notes:
ADB SAFEGATE PAYS FREIGHT ON ORDERS OVER $3,500.00. IN THE CONTINENTAL U.S.
ADB SAFEGATE MINIMUM ORDER: $150.00
NOTE:
Always remember to verify and confirm both billing and shipping addresses upon placing order.
We accept Visa. Master card and American Express. N30 accounts available upon approval.
RESERVATION CLAUSE:
Pun:""
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do Equipment pioNdad under tha Contrea tndudin0 any�cpo� gosiaa ram. Pwtlres« aka Oret surA E�slreO not al
tranaterred. a�GpAT�Ed «othardas waposed a<tn a manner whkh wid resua to �mncompxppaonAoa wIM auk y expoA Iawa ana raapH��q sue.
8AFECiATE Aneae HARMLESS ALL COSTS�LIABIUTIES PENALTIESSA10 ANO t'WES RELATED TC
LAWS ANC REGULATIONS.
To Reorder Call: 800-545-4167 ADB SAFEGATE
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ADB SAFEGATE Americas LLC
ADB'
SAFEGATE
977 Gahanna Parkway
Columbus, OH 43230
Tel: +1(614) 8611304 Page 4 of 4
Fax: +1(614) 864 2069
Quote Confirmation
Quote:20028213
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serer beconros aware of pry soon d�pem of Bro gouda an ~P mmhufadura er ddpnront ts delayed by Buyer may bs in damge by slier ror buyers aaoaa,t and dek and euyar d,aa
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e goods dull lea didaled fbal by cohbsct second by l albr of Credit N appHmbkk toil order and fount o9har apmad upon terms docurarrtbd and agreed by Sete and Buyer.
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bdenrallerhd afdprrtent cod aaaodabd weli Incidences; Regan Material Aut aftetlan VWMk order pis--m-- msterid management eras we b be made by Bar
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earth erWfa rsoalving waraltaas. Ag lairs to damagges and m treraft pro b be handled by me parry of 010. reraporfa oEi n ern regardless sf a darnedc a International asle. Gems
for dw rtages or frnooned dens mud be made in b Serer wledn Br days after reostpt of dtipmeaL Fan m Ts gMs such notlos rhea op co"1 en brevocable soMance be allowed b any eernmoneusler heedettrey palrdwiedrh Ins CarhWh thdfed Slates asdrdbhp Alaska and NewmN on ddpmerdser�sd�h�p x{ sgp rid a °f We goods. Frdghl suet
On stdpnarnts b Atsdar ant Ffawrad af:33f00 net a more. frolgM wd1 bs atbwed b IFre pal of depsrureaadmg (see a cub) from Bns Candnentefllntted Stsba. SftlpmmdsdeeBallet selects
tlned fa Aladra a Hawaii
vrdl be etdnJad b e prorated transportstion Duel Dartastie etdprrrortts requbhtg redhadbn of riot InBpty know on Oro pumhasa order may be subJed to a redirect tee ttrW suet be pease onto
Buyer. Balked costs are i7b3125. NO 'paid IY Seger freight sup bs albvred !err M� al Bhe Bayern helloed under 53.600 nal. For ed o9ror damaWc aNprrneds tees ttarn f350D, freight
� � WC A� (era Brat term Is aomrrpnly wed in the UNlad States meanhg Berl atutt pay ea eedaga ooeb bum Bro Ssaers }, unlaas oWarwise agreed
0b rigor to r000gnim revenue 30 days after dale of rroafra9on to We and purdumad nmterbl la reedy fa ooae«Mr1e.g. E)(W).
B RETURN of MATERIALS* Material may bB returned for crWitohy upon Bar prior nuftr rim of ADS SAFEGATE. AN metarlats augr aired for return must be sent to ADD SAFEGATE freight prepeld.
materias reWmed to ADS SAFEGATE are at to a 20% mstoddnq drorgs.
9 SYSTEM ACCEPTANCE BY CUSTOMER Urdssa oaMWift kwPOdbn and BnaooM darn be at Salters fadtty. Where &W has a factory soosAWxe fed, Seger rhea
verity tornPletlorn of Ins oontbbarUorh o! eghdP+d materials ah�ane tervtces (' al Systemy aept aPA� Pin Btmeoi. In a000rdenoe sulk tlar t�aaoaptsnoe tell proeedhass subrra70ed by
Seder. Buyer may algid b wlfnsat Bro proeeduro by Seller reaOoneMs adtrerrc» ratios prior b tdrodulad ddpmmnt Buyer obasrvatbn snap bs al euyara expartss. Where Suysr Wakes
alM�aa�oeptana meet, seller dmd omOty tfiet t`re resdb or fhs Teeing are In oordomdty wdtn the led procedures. 6uysh aaeplerhoe sled bs aeertard b Ireve 000urad upon woeeaafiA
9Mlnerh ft b exprewy proMded mat rind Mad be al aaarinadlaxh, Boyar Baru ratify Seder N wldrp of r raneorntomaly of the system wiedn 9ddy (30) days err Bro date al Syabm sidprnmtt and
Mad spsdfy eery narhmdomdN delarodaihad wilds a reaaonabts fkns. any spelled ranoordom>1gr al dssgnsean is a000rdmae 1NIn Seders vraranty obdgedam set runt la Belton 4.11
aadl +a1ke ts nd raceved by Seder wdfldn Bro dated tlma. emeotarw� dreg ew r.a E.w ww M su nan...r..� n�.n .r... 6rw.�..,. a�..v c.r.....r.:.....�.r
10. TAXES: aNaeable dutlw a sales, use. amiss. valueaddad a ahrdlm tames assessed by Uro aourdy �wU lea added b th price and invoiced seperotsty to Buyer (uNeas an ooeAbble
oe0�em�1ry0�tls� Eby � hhtemotiora Buyer is respaonmyibls for Brs payment errd of ad dues err aeka, use. e><dao. vakmaddad a abrdler taxes saspsds by Bfe
urWe► ads sedicn 10. khdud(ng but to doses. taxes permplsa In errd ►seaonabls lepd a000untlng and adN ry kepi of deeerargon as a result of Boyar nW fulfiwng Ile obogeows
11. NONCANCELLATION: Upon soospfaras by Seder. Buyer may rat eanoel er terninab for conveniernos, a dived suapenaiet of memdedure, axoept win Seders wdtbrt aonsmd and Wan Dory upon
tame that win oorrnpmarate seder fa roe enginserky febrfeatlon ertd purdaahy drorpas end pry other cum rabtirnp ro such eanee0ason. bmdnatlon a suapealon, ptw a masorrobla erraunt for prefd.
NEITHER
WHETHER OR NOT
JLURE OF A REMEDY TO ACHIEVE ITS INTENDED OR
M OF USE REVENUE OR PROFIT. OR FOR COSTS OF
L DAMAGb. OR FOR ANY OTHER LOSS OR COST OF
THIS CONTRACT SHALL BE THE CONTRACT PRICE
mEMDENT FROM ANY REMEDIES WHICH BUYER MAY
BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL
13. GOVERNING LAW AND CONSENT TO JURISDICTION Serer and Buyeragree thalties Tema and Conditions cf Sels are governed by and Mad be construed In accordance wrier the laws of
Bic State of Ohio and Ow fedwM issue of fie Undsd Stabs of Armies appdrebia In Ohba The parties agree dial any dlspub In connection wrier dross Terms and Conditions of Sete vAl be =04 bye
Coed "M In Columbus. Onto The parties hereby exclude the appbk w of Bro United Nalkm Convention on Contracts for Oro bdomedonal Sob of Goods to Base Terms and Cadillom of Sala
14. CHOICE OF LANGUAGE: The pmdsa confirm Btat It to grab express v4sh Btal trees Terms
and Cordflons of Sale.ngM language w*. Las aastivM as and other documents robing to Grow Torms and Conditions ofS
�ate.
t y corndi or" w - o � D re lA as oondkbrtss var �s kndaays avba y hen sido y deberAn
cadkhuer dendo en al Ill. kyles
Signature Date