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HomeMy WebLinkAboutResolution - 2025-R0346 - Purchase Order 10028656, Galls, LLC, Ballistic Shields, LPD - 07/22/2025Resolution No. 2025-R0346 Item No. 6.21 July 22, 2025 ItESOLUTION 13E I1' RESOLVED BY THE CITY COUNCIL OF THE CITY OF LU13130CK: 'I'HAT the Mayor of the City of Lubbock is hereby authori�ed and directed to execute lor and on behalf of the City of Lubbock, Purchase Order ] 0028656, for the purchase of a ballistic shields i'or the Lubbock Police Department, as per I3uyBoard Contract 670-22, by and betwecn the City of Lubbock and Galls, LLC oi' Lexington, Kentucky, and all related documents. Said Purchase Ot�der 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. 1'assed by thc City Council on July 22, 2025 MARK W. MC131tAYER, M YOR A`I'TES'T: C. rtney az, City Secre ary A1'I'ROVC AS TO CONTENT: Seth Herman, Chief of Police APl'ROVED AS 1'O FORM: R an � oo , Senior Assistant City Attorncy RI:S.PO 100286�6-Galls, LLC I3allistic Shiclds 6.27.25 �����' City of Lubbock TEMAS PURCHASE ORDER Page - Date - 1 6/25/2025 Order Number 10028656 000 OP TO: GALLS LLC 1340 RUSSELL CAVE ROAD LEXINGTON KY 40502 BranchlPlant 5735 SHIP TO: CITY OF LUBBOCK POLICE DEPARTMENT 1205 15 ST. LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Ma�ta Alvarez, Ihrector Pumhasmg & Contract Management Ordered 6/25/2025 Freight Requested 8/5/2025 Taken By Delivery L PEDERSON REQ 63389 S RIVERA PUR 18973/BUYBOARD 670-22 Ifyou have any questions, please contact Lisa Pederson: LPederson@mylubbock.us 806-775-2765 Description/Supplier Item Ordered Unit Cost UM Extension Request Date PBE VANGUARD LEVEL 1[1 20X30 13.000 7,387.4400 EA 96,036.72 8/5/2025 BP3768 BLK BALLISTIC SHIELD WNIEW AND LI Shipping SHIPPING 1.000 130.0000 EA 130.00 8/5/2025 Total Order Terms NET 30 96, I 66.72 This purchase order encumbers funds in the amount of $96,166.72 awarded to Galls, LLC of Lexington, KY, on July 8, 2025. The following is incorporated into and made part of this purchase order by reference: Quote dated June 5, 2025, from Galls, LLC. of Lexington, KY, and BuyBoard Contract 670-22. Resolution # 2025-R0346 Y OF UBB K: Mark McBrayer, Mayor ATTE.' . Courtn Paz, City Secretary Rev. 3/2022 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS STANDARD TERMS AND CONDITIONS ACCEPTANCE OF THIS PURCHASE ORDER COMRAC7'OR ACKNOWLEDGES. bv suoolvmc anv Goods or Services �hat the Contractor ha read. fullv understands. and �vJl be m full mmohance �hth all terms and condmons and the descnotrve matenal contamed herem and anv addmonal auociated documents and Amendments The Giv disclaims anv terms and condmons orovided bv ihe Contractor unless anreed uoon m wrmne bv the oames In the event of conFlict bet�veen the Cilv's �errta and condmons and anv terms and mndmons orov�ded bv the Conirac�or the ter� and condiuonc pro��ided herem shall orevad The tertnc and condmons prov�ded herem are �he final terms a�r�oon bv the oames and anv onor son0icung ter� shall be of no force or efTect I SELLER TO PACKAGE GOODS Seller mll package goods m accordance wnh good mmmerc�al practice Each sh�ppmg wntainer shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchaze ralease number and the supply agreement number �f apphcable, (c) Conta�ner number and total number of contamers, e g box I of 4 boxes, and (d) �he number of �he contamer bearmg the packmg shp Seller shall bear cost of packagmg unless o�herwise provided Goods shall be swtably packed to secure lowes� transponauon costs and to conform wnh reqwrements of common carners and any apphcable specificanons Buyer's count or weight shall be final and mnclusrve on shipmenis not accompamed by packmg hsts 2 SHIPMEM UNDER RESERVATION PROHIBITED Seller is not authonzed to ship the goods under reservation and no �ender of a b�ll of ladmg wdl operate as a tender of goods 3 TITLE AND RISK OF LOSS The utle and nsk of loss of the goods shall not pass to Buyer unul Buyer actually recerves and takes possession of the goods at the pomt or pomts of dehvery 4 NO REPLACEMEM OF DEFECTI VE TENDER Every tender of delivery of goods must fully comply wuh all provis�ons of Ihis comract a5 to ume of dehvery, quahry and the hke If a tender is made which doa not fully conform, ihis shall consutute a breach and Seller shall nm have the nght �o substnute a conformmg �ender, pmvided, where ihe time for performance haz not yet espved, the Seller may reasonably noufy Buyer of his mtenuon w cure and may then make a wnformmg �ender �hihm the contrett Ume but not afterward 5 INVOICES & PAYMEMS a S e I I e r shall submn separate m�oices, m duphcate, one each purchaze order or purchase release afler each deLvery Inwices shall mdicate ihe purchase order or purchase release number and Ihe supply agreement number d applicable Invoices shall be tlenvzed and iransponauon charges, d any, shall be hsted uparately A copy of Ihe bdl of ladmg, and the Beight waybdl when apphcable, should be attached �o �he mvoice Mail To Accoums Payable, City of Lubbock, P O Box 2000, Lubbock, Texas 79457 Payment shall not be due unul Ihe above msvumems are submmed afler deLvery 6 GRATUITIES The Buyer may, by wrmen nouce to the Seller, cancel �his contract �Nthout habihry to Seller d u is determmed by Buyer that gratwues, m ihe form of emena�nment, gifls or othenNse, were offered or grven by Ihe Seller, or any agent or representauve of the Seller, to any oflicer or employee of the Cny of Lubbock wnh a v�ew to secunng a coniract or secunng favorable treatmem wnh respect to �he awardmg or amendmg, or the makmg of any detemunauons wnh respect w the performmg of such a wmract In Ihe event this contract is canceled by Buyer pursuant �o this provis�on, Buyer shall be enutled, m addmon to any olher nghis and remed�es, ro recover or withhold ihe amount of the cost mcuved by Seller m providmg such gratmues 7 SPECIAL TOOLS & TEST EQUIPMEM If the pnce stated on ihe face hereof mcludes the cost of any special too6ng or speaal �est eqwpment fabncated or requved by Seller for ihe purpose of fillmg this order, such special toohng eqwpment and any proceu shee�s related �hereto shall become ihe property of the Buyer and w the extent feasible shall be idennfied by the Seller az such 8 WARRAMY•PRICE a The pnce to be pa�d by the Buyer shall be that contamed in Seller's b�d which Seller warrants ro be no higher �han Seller's current process on orders by othea for products of ihe kmd and specdicauon covered by ih�s agreement for simdar quantmes mder s�mdar of like condnions and meihods of purchase In ihe evem Seller breaches Ih�s warranty, the pnces of ihe irems shall be reduced to ihe Seller's current pnces on orders by others, or m ihe alremairve Boyer may cancel this contraa wnhom habihty �o Seller for breach or Selltr's actual expense b The Seller warrants that no person or selling agency has been employed or re�a�ned to whcit or secure this contract upon an agreement or understandmg for comm�ssion, percentage, brokerage, or conungent fce exceptmg bona fide employees of bona fide established commercial or sellmg agencies maimamed by the Seller for ihe pwposeof securmg busmess For breach of viciauon of ihis warranry the Buyer shall have ihe nght m addmon �o any other nght of nghis w cancel this coniract �hihout habihry and to deducl from ihe contrac� pnce, or othenhse recover �Hihoul habJny and ro deduct from the comraa pnce, or othennse recover the full amount of such comrtussion, percentage, brokerage or commgent fee 9 WARRANTY-PRODUCT Seller shall not hmn or exclude any imphed warranues and any anempt to do so shall render this contract vmdable at ihe opuon of the Buyer Seller wanants that �he goods fumahed wJl conform to �he speaficauon, drawmgs, and descnpuons hsled m ihe bid mvnauon, and to ihe sample(s) fumahed by the Seller, dany In the evem of a conFlict or betw+een �he speaficat�ons, drawmgs, and descriptions, the spec�ficauons shall govem Notwnhstandmg any provisions contamed m ihe conlranual agreement, the Seller represents and warrants fault-Gee performanceandfaul�-Reeresult mtheprocessmgdateanddaterelateddata (mcludmg, but not hmued �o calculaung, comparmg and sequenang) of all hardware, soRware and firmware products delrvered and services provided under this Coniract, mdrndually or m combmanon, as ihe caze may be Gom ihe el%cuve date of this Contract The obhgauons contamed herem apply �o pmduc�s and sernces provided by the Seller, us sub- Seller or any �hvd pany mwlved m the cceatwn or development of the produc�s and sernces to be dehvered to the Cny of Lubbock under this Contract Fadure to comply wnh any of the obhgauons contamed herem, may result m �he Qry of Lubbock ava�hng nself of any of us nghts under the law and under this Conlran mcludmg, but no� hmiced to, ns nghi pena�nmg to termmauon or default The warrant�es contained herem are separa�e and d�screte Gom any o�her warranues spec�fied m �his Conuact, and are not sub�ect to any disclaimer of warranty, impLed or expressed, or hmnauon of the Seller's Labdity which may be spec�fied m this Contrac4 ns appendices, ns schedules, ns annexes or any documem mcorporated m this Conlract by reference 10. SAFETY WARRANfY Seller warrants �hal ihe product sold to the Buyer shall conform to the standards promulgated by �he U S Depanment of Labor under the Occupational Safety and Health Act of 1970 In the event the produtt does not conform to OSHA standards, Buyer may retum the product for wrtection or replacement at the Seller's eapense In thz evem Seller faJs to make the appropnate cortect�on wnhm a reasonable nme, correcuon made by Buyer wJl be at �he Seller's expense 1 I NO WARRAM'Y BY BUYER AGAINST INFRINGEMEMS As pan of this contrad for sale Seller agrees io auena�n wheiher goods manufac�ured m accordance wnh the speaficatrons auached to ihis agreemem �vdl grve nse w �he nghtPol cla�m of any third person by way of mRmgemem of the like Buyer makes no warranry ihat �he product�on of goods accordmg to Ihe specificauon vnll not grve nse to such a cla�m and m no event shall Buyer be hable w Seller for mdemnificanon m �he event �hat Seller �s sued on �he gmunds of mfringement of the hke If Seller is of the op�mon that an mfnngement or ihe hke will result, he will noufy �he Buyer ro this el£ect m wrmng wnhm hw weeks afler ihe s�gmng of this agreement If Buyer does noi recerve nouce and is subsequently held hable for the mfnngement or the hke, Seller wdl save Buyer harmless If Seller m good farth azcenams the producuon of ihe goods m accordance wnh the specdicat�ons wdl result m mfnngemem or ihe like, ihe coniract shall be null and ��oid 12 NON APPROPRIATION All funds for payment by �he Cny under this contraa are sub�ec� to the availabili�y of an annual appwpnauon for this purpose by the Cuy In the event of nonappwpnat�on of Ponds by ihe Oty Councd of the Qty of Lubbock for the goods or services provided under ihe contract, the Cny will terrtunate the conlrap, �wihout temunauon charge or other habdiy, on the last day of the ihemcunent fiscal year or when the appropnauon made Por the �hen-cunent year for ihe gaods or semces covered by this coniract �s spent, wh�chever event occurs firsi If at any ume funds are nol appropnated for ihe conimuance of ihis conuact, cancellation shall be accepled by the Seller on ihiny (30) days pnor wntlen nouce, but fadure to grve such not¢e shall be of no ell'ect and �he City shall no� be obhgated under ih�s contract beyond the dare of termmauon 13 RIGHT OF INSPECTION Buyer shall have ihe ngM to mspect the goods al delrvery bePore acceptmg �hem 14 CANCELLATION Buyer shall have the nght to cancel for defaul� all or any part of �he undehvered pomon of this order d Seller breaches any of Ihe tems hereof mcludmg warranues of Seller or d the Seller becomes mwlvent or wmnuts acis of bankruptry Such nght oPcancellatwn is m addmon to and not m heu of any other remed�es which Buyer may have m law or eqwty I S TERMINATION The performance of work mder �his order may be termma�ed m whole, or m pan by the 6uyer m accordance wnh �his provision Temvna�ion of Hork hereunder shall be efTected by the delrvery of �he Seller o( a"Nouce of Termmauon" specdymg the excent to which performance of �wrk under the order is �errtunared and the date upon which such termmauon becomes elTecirce Such nght or �ermmauon is m addmon to and not m heu of the righis of Buyer set fonh m Clause 14, herein 16 FORCE MAJEURE Neither party shall be held responsible for losses, resul�ing if ihe fulfillment of any �emss of provisions of ihis comract is delayed or prevented by any cause not ��ihm �he control of the pany whose perPormance i. mrerfered wnh, and which by the ezerase of reasonable dingence sa�d pany is mable to prevent 17 ASSIGNMENT-DELEGATION No ngh� or imerest m this coniract shall be assigned or delegat�on of any obhgauon made by Seller wnhout ihe �mlten permission of the Buyer Any auempted ass�gnment or delegauon by Seller shall be �vholly �roid and totally mel7ecuve for all purpose unless made m conformny wnh this paragraph I8 WANER No claim or nght ansing om of a breach of ihis conlract can be dacharged m whole or m part by a �ra�ver or renunc�ation of Ihe cla�m or nght unless �he �varver or renunciauon is supported by consideranon and is m wrmng signed by the aggneved pany 19 INTERPRETATION-PAROLE EVIDENCE This wnimg, plus any specificauons for bids and performance provided by Buyer m ns adverusement for b�ds, and any other documents provided by Seller az part of his bid, is intended by the panies as a final express�on of �hev agreement and intended also az a complete and exclusrve statement of �he tems of iheir agreement Whenever a �erm defined by the Umform Commercial Code is used m �his agreenxnt, the defimtwn contamed m �he Code is to comml 20 APPLICABLE LAW This agreement shall be govemed by ihe Umform Commeraal Code Wherever Ihe �erm "Umform Commere�al Code' is used, n shall be construed ac meanmg the Umform Commeraal Code u adopted in �he State of Texaz az effec�rve and m force on the date of Ihis agceement 21 RIGHT TO ASSURANCE Whenever one pany �o �his conuact m good fa�lh haz reazon �o question the other pany's mrent io perform he may demand ihat the other parry grve wrnten assurance of his mtent to perform In ihe event �ha� a demand is made and no assurance is grven wnhin five (S) days, the demandmg pany may treat ihis fadure as an anucipatory repudiation of ihe contrut 22. INDEMNIFICATION Seller shall mdemnify, keep and save harmless �he Buyer, its agents, offic�als and employees, agamst all m�unes, deaths, loss, damages, claims, pacent claims, suns, habiLues, �udgmenis, costs and expenses, whmh may m anywise accme agamst ihe Buyer m conxquence of �he granung of ih�s Contract or which may anywise result �here&om, whether or not n shall be alleged or determmed tha� the act was caused through negligence or omiss�on of the Seller or �ts employees, or of the subSeller or ass�gnee or ils employees, if any, and ihe Seller shall, at his own expense, appear, defend and pay all charges of attomeys and all costs and other expenses arismg thereGom of mcurred m connection iherevnih, and, if any �udgment shall be rendered against ihe Buyer m any such acnon, the Seller shall, at us o�m expenses, satisfy and discharge Ihe same Seller expressly underslands and agrees that any bond reqwred by th�s contract, or o�hervnse provided by $eller, shall m no way hmil the responsibilny to mdemmfy, keep and save harmless and defend ihe Buyer az herem prov�ded 23 TIME It is hereby expressly agreed and understood that lime is of ihe essence for �he pedormance of �his contract, and fadure by coniract to meet �he ume specdicauons of this agreement wdl cause Seller to be m defaull of ihis agreement 24 MBE The Cny of Lubbock hereby noufies all b�dders tha� m regard to any contract encered mto pursuant to ihis request, mmorny and women business entefpnses wdl be aflbrded equal opponunities to submit bids m response to ih�s mvnauon and wJl not be discnmmated agamst on the grounds of race, color, sea or natural ongm m considerauon for an award 25 NON-ARBITRATION The Cuy reserves �he nght to exercae any nght or remedy to n by law, contract, eqwry, or othervnse, mcludmg wnhout hmnauon, �he nght to seek any and all forms of rehef m a coun of compe�em �unsdicuon Funher, the Cny shall not be sub�ect to any arbivauon process pnor to exercismg ils unres�ncted ngh� to seek �ud�cial remedy The remedies sel fonh herem are cumulatrve and not exclusrve, and may be exercised concurcen�ly To the extent of any conll�ct between this prov�sion and another provision m, or related to, ih�s document, �ha provivon shall control 26 RIGHT TO AUDIT At any ume dunng �he term of Ihe comratl, or ihereaRer, the Qty, or a duly authonzed audn representauve of �he Ciry or �he State of Texaz, at ns e�cpense and at reasonable umes, reserves the nghl to aud�t Comraaors records and books relevant �o all sernces provided to ihe Cny under this Comrac� In �he event such an audn by the Ory reveals any enors or overpaymen�s by ihe Qty, Contractor shall refund �he Ory �he full amoum of such o��erpayments withm thuty (30) days of such audn findmgs, or the City, at ns opuoq reserves ihe nght to deduct such amoums o�hng the Ciry flom any paymenis due Comracwr 27 The Controaor shall not assign or sublet the contract, or any portion of ihe coniract, without wrmen consent flom the Dicector of Purchazmg and Coniraa Management 28 Conuacts wnh Compames Engaged m Butmess wnh Iran, Sudan, or Fore�gn Terrorui Orgameanon Proh�bited Pursuanl �o SeM�on 2252 152 of the Texas Govemment Code, proh�bus the Ciry from entermg into a contrac� �hih a vendor ihat is idenidied by The Comp�roller as a company known ro have coniracis �nih or provide supphes or servme wnh Iran, Sudan or a fore�gn termnst orgam�auon 29 Texas Govemment Code Seclion 2252 908 reqwres a busmeu enliry encenng mto cena�n coniraas wnh a govemmemal enuty or s�ate agency to file mih ihe governmental enuty or s�ate agency a disclosure of mcerested pames at �he time ihe busmess entiry submns ihe signed contrect to the govemmental enury or state agency Insirucuons for completmg Form 1295 are available a� hnv��u,"wc�iu�.�cis3s.u�deoaoviso�nl• �� es'dgysnr�wnssAgfc �a5�uy;fy;a4�pr-�nforutauuu 30 No Boycon of Israel Pursuant �o Secuon 2271 002 of ihe Texaz Govemment Cade, Respondent cemfies that enher (�) n meets an exemption cnlena under Secuon 2271 002, or (u) n does not boycon Isroel and �hll not boycott Israel dunng �he term of the comrac� resultmg Bom this so6cuauon Respondent shall stace any facts tha� make n exemp� Rom the boycott cenficauom m �s Response 31 No Boycon of Energy Compames Pursuant to Secuon 2274 of �he Texas Govemmem Code, Respondent ceridies iha� enher (i) n meets an exemption entena under Secuon 2274 002, or (u) it does frot boycmt Enerbry Compames and will not boycon Energy Companies dunng the cerm of �he wmract resulung Gom �his w6cnauon. Respondent shall state any fac�s �hat make n exempt from the boycon cemficatwn m rts Response 32 No Boycon of a Firearm Enwy or Firearm Trade Association Pursuant to Secuon 2274 of the Texaz Govemment Code, Respondem cemfies that enher (�) n meets an ezemption cntena under Section 2274 002, or (u) n does no� boycott a Fvearm Enuty or Rrearm Trade Aswciauon and wdl not boycon a Firearm Enury or Firearm Trade Assoaauon durmg the cerm of the comract resulung Gom this sohcnauon Respondent shall staie any facts �hat make �� exempt Gom ihe boycon cemficanon m us Response 33 Contracts wnh Companies Engaged m Busmess vnih Iran, Sudan, or Fore�gn Terrons� Organivauon Prohibired Pursuam to Secl�on 2252 I S? of the Tesaz Governmem Code, prohibns ihe Cny from encermg mto a contract wnh a vendor that rs idenlified by The Comptroller as a company known m have conlracis wnh or provide supphes or service vnth Iran, Sudan or a foreign terrons� organization 34 TEXAS PUBLIC INFORMATION ACT The reqwrements of $ubchap�er 1, Chapter 552, Govemment Code, may apply to this contract and Ihe contractor or vendor agrees �hat the contract can be termmated �f ihe contractor or vendor kno�hngly or mtemionally fads to comply wnh a reqwrement of that subchapter 35 Pursuam to Secuon 552 301(c) of ihe Texas Govemment Code, the Cny of Lubbock haz designated ihe follo�hng email address for ufiich pubhc informauon reques�s may be made by an emaded requesl air[rnnmluhLack_us Pleaze send ih�s request to this email address for n to be processed REV 7/2022 LL.S Quo t e Customer: (5288777) CITY OF LUBBOCK POLICE Date: 06/OS/2025 Sales Rep: MEGAN WILLIAMS Page 1 of 1 Quote Number: 29601948 Quote Expiration: 07/OS/2025 Sold To: CITY OF LUBBOCK POLICE 1314 AVENUE K LUBBOCK, TX 79401 LISA PEDERSON Ship To: LUBBOCK POLICE DEPT 916 TEXAS AVE LUBBOCK, TX 79401 LISA PEDERSON Line Item Descri tion Your Qt Retail $xt Tota 1 BP3768 BLK PBE VANGUARD LEVEL III 20X30 BALLISTIC 13 7,387.44 96,036.72 SHIELD W/VIEWPORT AND LIGHT BUYBOARD 670-22 (CO-OP) QUOTE VALID FOR 60 DAYS. BUYBOARD 670-22 (Co-Op) This quotation is valid for thirty (30) days from the date of issuance. Pricing is subject to adjustment at any time prior to acceptance in the event of material cost increases, including but not limited to new or revised tariffs or other external economic factors beyond the control of Galls, LLC. Galls is required to collect sales tax on shipments to certain states. Sales tax will be added where applicable. For tax exempt customers, state laws require us to have signed tax exemption or resale certificates on file at our office. If you are tax exempt, please email or fax this information, (including your Galls account number) to Tax�galls.com or fax 859-266-5946. Export Restrictions - This may contain commodities restricted in the United States International Trade Regulations. SUBTOTAL: SHIPPING: TAX.....: TOTAL...: 96,036.72 130.00 96,166.72 1340 Russell Cave Rd Lexington, KY 40505 Tel: 800-876-4242 Fax:877-914-2557 Galls, LLC Invoice Credit Terms and Conditions of Sale Payment - Invoices for items delivered pursuant to any sales order are payable only in United States currency. You, your business, and/or your agency (the "Buyer�') understand that Galls, LLC (the "Seller") may impose and charge a finance charge that is the greater of 1.5& per month or the highest rate allowed by law on any amount which becomes past due and delinquent. Returned checks may be assessed a$25.00 service fee. Additionally, Buyer shall be responsible for all collection costs, court costs, and reasonable attorney's fees in connection with the recovery of delinquent amounts. All sales are made pursuant to these Credit Terms and Conditions of Sale, and Seller objects to any different or additional terms or conditions contained in Buyer's purchase order or any other document submitted by Seller. Payments may be applied against open balances at the sole discretion of Seller and may be applied across accounts if Buyer has more than one account with Seller. Credit memos are non-refundable and may be applied to open invoices at Seller's sole discretion. Credit Terms - Any extension of credit is based upon all amounts payable on or before the due date on any written, quoted, or agreed terms, and shall be paid in accordance with such terms. If not paid on or before such date, accounts shall be considered delinquent and subject to the additional finance charges as set forth herein. Buyer agrees to provide Seller, upon request, with an updated credit application as a condition to the continued extension of credit. Buyer acknowledges and agrees that Seller may utilize outside credit reporting services and financial institutions to obtain information on the Buyer as a condition precedent to or for continued extension of credit. Seller may terminate any credit availability within its sole discretion and without prior notice. Buyer's continued solvency is a precondition to any sale made by Seller. Delays - where a specific shipping date is not designated on the face hereof or in a subsequent writing signed by the Seller, the Seller shall not be responsible for any delays, nor shall Seller be liable for any loss or damages resulting from such delays. Seller shall not be liable for any delays in filling this order caused by accidents to machinery, differences with employees, strikes, labor shortage, fire, floods, priorities requested or required by an instrumentality of the United States Government or the government of any state, delays in transportation, restrictions imposed by any federal, state or municipal law or regulation, whether valid or invalid, or causes beyond the control of the Seller. warranty - Seller shall pass through to Buyer all manufacturer warranties and return policies applicable to Buyer's order. Seller shall take all reasonable actions to ensure that Buyer receives the benefit of such pass through warranties and return policies. euyer's sole remedies for any goods sold hereunder shall be as provided in such warranties and return policies and shall be solely against the applicable manufacturer. SELLER, ON BEHALF OF ITSELF, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO SUCH GOODS. Restocking - If a cancellation of an order or a return by Buyer is accepted or initiated by Seller and/or the manufacturer, it may be subject to a restocking charge at the discretion of Seller. Delivery and Transportation - Products sold herein are sold FOB at the place indicated on the face of this sales order unless otherwise agreed to in writing by Seller and Buyer. The method and agency of transportation and the routing will be designated by the Seller. In the event the Buyer requests alternative shipment or routing, all extra packing, shipping and transportation charges thereby resulting will be for the Buyer's account. waiver - No provision herein shall be deemed a waiver by reason of any previous waiver, and no breach of any provision shall be deemed a waiver by reason of any previous breach. Governing Law - The sole jurisdiction and venue shall be the courts of the Commonwealth of Kentucky. Export Restrictions - This transaction may contain commodities restricted in the United States International Trade Regulations. If at a later date the Buyer decides these commodities will be exported from the United States please reference the United States Department of Commerce Bureau of Industry and Security Export Administration Regulations (15 CFR 730-774), the United States Department of State International Traffic in Arms Regulations (22 CFR 120-130) as well as any other applicable laws. These laws apply to private, commercial, and government agency export transactions. As an exporter, the Buyer will be responsible for compliance with all U.S. laws relating to the export of these items. *Designates this item is on the Galls GSA Contract (47QSWA21D008H) all other items are OPEN MARKET.