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To: CITY OF ELK RIVER - STREETS & PARKS Date: 01/03/2014
<br /> 19000 PROCTOR ROAD Proj Name:
<br /> ELK RIVER MN 55330 GB Quote #: 219270811
<br /> Attn: Rodney Schreifels
<br /> Proposal
<br /> We Appreciate Your Request and Take Pleasure in Responding As Follows
<br /> Item Quantity Supplier Catalog Nbr Description Price Unit Ext.Price
<br /> TERMS AND CONDITICOMPANY ALE C.
<br /> 1.ACCEPTANCE OF ORDER,TERMINATION-Acceptance of any order is subject to credit approval and acceptance of order by Graybar Electric Company,Inc.("Gmybar")and,when applicable,Gmybae s suppliers.
<br /> IC credit of the buyer of the goZ;ds("Buyer')becomes unsatisfactory to Graybar,Graybar reserves the right to terminate upon notice to Buyer and without liability to Gmybar.
<br /> 2.PRICES AND SHIPMENTS-Unless otherwise quoted,prices shall be those in effect at time of shipment,which shall be made F.O.B.shipping point,prepaid and bill.
<br /> 3.RETURN OF GOODS-Credit may be allowed for goods returned with prior approval.A deduction may be made from credits issued to cover cost of handling.
<br /> 4.TAXES-Prices shown do not include sales or other lazes imposed on the sale of goods.Taxes now or hereafter imposed upon sales or shipments will be added to the purchase price.Buyer agrees to reimburse Graybar
<br /> for any such lax or provide Graybar with acceptable lax exemption certificate.
<br /> 5.DELAY IN DELIVERY-Graybar is not to be accountable for delays in delivery occasioned by acts of God,failure of its suppliers to ship or deliver on lime,or other circumstances beyond Graybae s reasonable
<br /> control.Factory shipment or delivery dales are the best estimates of our suppliers,and in no case shall Graybar be liable for any consequential or special damages arising from any delay in shipment or delivery.
<br /> 6.LIMITED WARRANTIES-Graybar warrants that all goods sold are Cree of any security interest and will make available to Buyer all transferable warranties mcludin without limitation warranties with respect to
<br /> intellectual propee�ly infringement)made to Gra bar byY the manufacturer of the Dods.GRAYBAR MAKES NO OTHER EXPRESS OR IMPLIED WARP ES AND SPECIFICALLY DISCLAIMS ALL IMPLIED
<br /> WARRANTIES INCLUDING BUT NOT LIMED'1'O THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.UNLESS 6 S AGREED IN WRITING BY AN
<br /> AUTHORIZED REPRESENTATIVE OF GP AYBAR PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR IN CONNECTION WITH(1 ANY SAFETY APPLICATION OR THE
<br /> CONTAINMENT AREAO F A PATIENT CANNOT CANNOT Bjf MAINTAINED AT HEALTHCARE APPLICATION,WHERE THE GOODS HAVE POTENTIAL FOR DIREC PATIENT CONTACT OR WHERE A SIX(6)
<br /> 7.LIMITATION OF LIABILITY-Buyer's remedies under this agreement are subject to any limitations contained in manufacturer's terms and conditions to Grayy�bar,a cop of which will be furnished upon written
<br /> re uesl.Furthermore Graybar's IiabiliL shall be limited to either repair or replacement of the ggoods or refund of the purchase price,all at Graybar's option,and 1N NO CAW SHALL GRAYBAR BE LIABLE FOR
<br /> IN NIDENTAL,SPECIAL,OR CONS E7QUEN HAL DAMAGES.In addition,claims for sh) ages,other than loss in transit,must be made in writing not more than five(5)days after receipt of shipment.
<br /> 8.WAIVER-The failure of Graybar to insist upon the performance of any of the terms or conditions of this agreement or to exercise any right hereunder shall not be deemed to be a waiver of such terms,conditions,or
<br /> rights in the future,nor shall it be deemed to be a waiver of any other term,condition,or right under this agreement.
<br /> 9.MODIFICATION OF TERMS AND CONDITIONS-These terms and conditions suppeersede all other communications,negotiations,and prior oral or written statements regarding the subject matter of these terms and
<br /> conditions.No change modification,rescission,discharge,abandonment,or waiver of these terms and conditions shall be binding uppon Gmyybar unless made in writing and signed on its behalf by a duly authorized
<br /> representative oC Graybar.No conditions,usage oC trade,course of dealing or performance understanding or agrcemenl,purportingg to modify,vary explain,or supplement these terms and conditions shall be binding
<br /> unless hereafter made in writing and signed by the party w be bound.Any proposed modifjcalions or additional terms are sppeeccifically rejected and c]cemed a material alteration hereof.IC this document shall be deemed an
<br /> acceptance oC a prior offer by Buyer,such acceptance is expressly conditional upon Buyer's assent m any additional or diClerenl terms set Cobh herein.
<br /> 10.REELS-When Graybar ships returnable reels,a reel deposit may be included in the invoice.The Buyer should contact the nearest Graybar service location to return reels.
<br /> 11.CERTIFICATION-Graybar hereby certifies that these goods were produced in compliance with all applicable requirements of Sections 6,7,and 12 of the Fair Labor Standards Act,as amended,and of regulations and
<br /> orders of the United Slates Department of Labor issued under Section 14 thereof.This agreement is subject to Executive Order 11246,as amended,the Rehabilitation Act of 1973 as amended the Vie nam Veterans'
<br /> Readjustment Assistance Ad of 1974,as amended,E.O.13496,29 CFR Par(471,Appendix A to Subpart A,and the corresponding regulations,to the extent required by law.41 ffk 60-1.4,60.741.5,and 60-250.5 are
<br /> incorporated herein by reference,to the extent legally required.
<br /> 12.FOREIGN CORRUPT PRACTICES ACT-Buyer shall comply with applicable laws and regulations relating to anti-corruption,including,without limitation,(i)the United Slates Foreign Corrupt Practices Act
<br /> (FCPA)(15 U.S.C.§§78dd-1 el.seq.)irrespective of the place of performance and(ii)laws and regulations implemen(inq the Organization ror Economic Cooperation and Development's Convention on Combating
<br /> BBribery of Foreign Public Officials in International Business Transactions,the U.N.Convention Against Corruption,and the Inter American Convention Against Corruption in Buyer's country or any country where
<br /> performance of this agreement or delivery of goods will occur.
<br /> 13.ASSIGNMENT-Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Graybar,and any such assignment,without such consent,shall be void.
<br /> 14.GENERAL PROVISIONS-All typographical or clerical errors made by Graybar in any quotation,acknowledgment or publication are subject to correction.This agreement shall be overned by the laws of the Stale of
<br /> Missouri applicable to contracts to be formed and fully performed within the Stale of Missourr without giving effect to the choice or conflicts of law provisions thereof.All suits arising from or concerning this agreement
<br /> shall be filed in the Circuit Court oC St.Louis County,Missouri,or the United Slates District Court for he Eastern District of Missouri,and no other place unless otherwise determined in Graybar's sole discretion.Buyer
<br /> hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof.
<br /> 15.PAYMENT TERMS-Payment terms shall be as staled on Graybar's invoice or as otherwise mutually agreed.As a condition of the sales agreement,a monthly service charge of the lesser of 1-1/2%or the maximum
<br /> permitted by law may be added to all accounts not paid by net due dale.Visa,MasterCard,American Express,and Discover credit cards are accepted at point of purchase only.
<br /> 16.EXPORTING-Buyer acknowledges that this order and the performance thereof are subject to compliance with any and all appplicable United Slates laws,regulations,or orders.Buyer agqrees to comply with all such
<br /> laws,regulations,and orders,including,if applicable,all requirements of the International�Caffic in Arms Regulations and/or the Hx rt Administmlion Act,as maybe amended.Buyer Cufther agrees that if the export
<br /> laws are applicable,it will not disclose or re-export any.technical data received under this order to any countries for which the Unit ggovernment requires an export license or other suppoding documentation at the
<br /> time of export or transfer,unless Buyer has obtained prior written authorization from the United Slates Office of Export Control or other authonly responsible for such matters.
<br /> Signed:
<br /> This equipment and associated installation charges may be financed for a low monthly payment through Graybar Financial Services(subject to credit approval). For more information call 1-800-241-7408
<br /> to speak with a leasing specialist.
<br /> To learn more about Graybar,visit our website at www.graybar.com 24-Hour Emergency Phone#:1-800-GRAYBAR
<br /> Subject to the standard terms and conditions set forth in this document. Unless otherwise noted,freight terms are F.O.B.shipping point prepaid and bill.
<br /> Unless noted the estimated ship date will be determined at the time of order placement.
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