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Home My WebLink AboutC11-260 Pac-Van, Inc. • 0 111 1 4° C www.pacvan.com EQUIPMENT PURCHASE TERMS & CONDITIONS These terms.and conditions in conjunction with S es Quote # F - l (the "Quote ") compromise a Purchase Agreement between Pac -Van, Inc. (the "Seller ") and Q (1e,(, t C 1 O 0 CS� (the "Purchaser"). For the purpose of this Agreement, the term quipment refers to the equipment and services specified in the Sales Quote. SCOPE OF WORK: Seller is responsible for providing the Equipment specified in the Sales Quote. Any equipment or service not specified in the Sales Quote is not part of the Agreement and will either be incorporated in this Agreement via an approved change order signed by both the Purchaser and Seller or quoted and billed separately. In the case of new manufactured buildings, Seller may request Purchaser to approve floor plans, specifications, finish selections, and other documentation required by manufacturer prior to commencing building process. Any changes to these building specifications must be approved in writing by both Purchaser and Seller. In the case of fleet equipment, Purchaser acknowledges that it is buying the Equipment in "as -is" condition. REGULATORY REQUIREMENTS: The Purchaser shall promptly execute and comply with all federal, state, and local statutes, ordinances, and all other regulatory requirements (including any state or local building codes) applicable to the Equipment. Unless otherwise specified in the Quote, Purchaser is responsible for obtaining all permits necessary to set and occupy the Equipment within the anticipated time frame. Purchaser is responsible for all taxes (including sales and property tax), permit fees, and other regulatory costs associated with the Equipment. Shortly after receipt of final payment (normally within two weeks), Seller will provide Purchaser with a Bill of Sale or a Statement of Origin for the Equipment. SITE CONDITIONS: Unless otherwise specified in the Quote, Purchaser is responsible for providing a safe, level, and compact site with appropriate accessibility for the delivery and set up of the Equipment. Purchaser will be responsible for additional costs related to site conditions deemed unacceptable or inadequate by Seller. UTILITIES: Purchaser is responsible for arranging for utility service, running necessary utility lines, and connecting utilities to the Equipment, unless specified otherwise in the Quote. INSURANCE: Purchaser, at its own expense, shall insure for risks of loss or damage to the Equipment or in u to any person commencing g injury Y P g upon arrival of the Equipment at the delivery location (when equipment is unhooked from transportation equipment). EQUIPMENT ACCEPTANCE: Upon substantial completion of services, Seller will request Acceptance by Purchaser. The Purchaser shall have the right to inspect all Equipment prior to Acceptance. Inspection and Acceptance will not be unreasonably delayed or refused. Purchaser may submit a written punch list to the Seller for items not interfering with occupancy. Seller will resolve punch list items in g P a reasonable and timely manner. Upon receipt of Acceptance and full payment for the Equipment, Seller will authorize Purchaser to use Equipment (including the transfer of keys if applicable). In the absence of an Acceptance document, use of the Equipment or payment in full acknowledges Purchaser's full acceptance of the Equipment and satisfactory completion of Seller's responsibilities under this Purchase Agreement. DELAYS: In the case of new manufactured buildings, Purchaser may not delay delivery of building for more than 10 business days after the equipment is made available to the Seller by the building manufacturer. In the event such a delay reaches 10 business days, Purchaser agrees to accept the equipment as is where is and responsibility for the building including liability and risk of loss. In addition, Purchaser agrees to make immediate payment in full for the equipment. In the event of such delay, Seller reserves the right to change its ricin for quoted services. P g q If Purchaser fails to conduct inspection and provide Acceptance in a reasonable and timely manner (not to exceed 10 business days from request of Acceptance by Seller), Purchaser assume full acceptance of the equipment and agrees to make immediate payment in full. WARRANTIES: Seller extends and assigns any and all manufacturer's warranties related to the Equipment. There are no additional warranties. Seller disclaims any warranty of merchantability and warranty of fitness with respect to the Equipment. Purchaser, not Seller, is responsible for verifying that the Equipment is appropriate for Purchaser's use. PAYMENT TERMS: For new manufactured buildings, payment terms are 25% due upon signing Purchase Documents and 75% due upon 1 Acceptance. In the case of existing equipment, full payment is due upon delivery and Equipment Acceptance. Seller may request either larger down payment or payment in full based on credit considerations. ASSIGNMENT: The Purchaser may neither assign its rights nor delegate performance of its duties under this Purchase Agreement unless specifically approved in writing by Seller. TERMINATION OF AGREEMENT: This Purchase Agreement shall be terminated automatically with respect to delivery or payment on the occurrence of any one of the following conditions: (1) Purchaser fails to obtain credit approval from Seller, (2) Seller's business closes, (3) Page 1 of 2 C:\Documents and Settings \ tjosifek\Desktop \TJosifek\Fonns \Equipment Purchase Agreement 1204.doc 8/17/2005 9:26 AM 01 1— 5- manufacturer's business closes and Seller is unable to obtain the same or similar equipment from other manufacturers without any additional cost to the Seller; (4) Purchaser requests cancellation and receives Seller's written approval prior to Seller placing purchase order for the new manufactured building, or (5) Purchaser's default, but only if Seller elects to terminate this Purchase Agreement. Otherwise, Purchaser's breach of this Purchase Agreement shall not constitute a termination of the Purchase Agreement and Purchaser shall remain liable for the full performance of all obligations on the part of the Purchaser under this Purchase Agreement. INDEMNIFICATION: The Purchaser's remedies are limited to the terms and conditions specified in this Purchase Agreement. Upon acceptance of the Equipment, Purchaser agrees to waive any and all claims against Seller. Purchaser also agrees to indemnify and hold Seller harmless for any claim brought by another person or entity against the Seller, for any claim of liability arising out of the manufacture, sale, delivery, set -up, possession, repossession or use of the Equipment including, but not limited to, claims for personal injury or property damage. SELLER'S REMEDIES: In the event of any default by the Purchaser in this Purchase Agreement, Seller may: (a) declare the entire amount under the Purchase Agreement immediately due and payable, without notice or demand to the Purchaser; (b) sue for recovery of all payments, and other payments, then accrued or thereafter accruing; (c) take possession of the purchased equipment and any parts thereof, without demand or notice, wherever the same shall be located, without any court order or process of law; and (d) sue for damages for loss of business profits, loss of revenue, labor costs, all expenses associated with the pick -up of the purchased equipment, attorney fees or any other consequential damage. PERSONAL LIABILITY: The individual executing this Purchase Agreement on behalf of Purchaser, even if an officer or director of a corporation or a member of a limited liability company, agrees to be personally responsible for all moneys owed in conjunction with this Purchase Agreement. ATTORNEY FEES: In the event of any dispute arising under or in connection with this Purchase Agreement or any action to enforce this Purchase Agreement or to remedy a default or breach hereunder, the prevailing party therein shall be entitled to recover from the non - prevailing party all costs and expenses related to such proceeding or claim, including, without limitation, reasonable attorneys' fees. FORUM SELECTION: All claims brought by Seller against Purchaser or Purchaser against Seller shall be subject to, governed by, and processed under the laws of the State of Indiana, and subject to the jurisdiction of Marion County, Indianapolis, Indiana and no other jurisdiction. SENDING OF NOTICES: For purposes of any notice required, Seller represents that its principal place of business is located at 2995 South Harding Street, Indianapolis, IN, 46225, and Purchaser represents that its principal place of business is located at the address set forth below. Notice mailed to the office of Purchaser or Seller shall constitute sufficient notice to comply with the terms of this Purchase Agreement. INTEGRATED AGREEMENT: The terms of this Purchase Agreement in conjunction with the Quote, are intended by the Purchaser and Seller as a final expression of their agreement with respect to such terms and also as a complete and exclusive statement of such terms. MODIFICATION OR RESCISSION: This Purchase Agreement may not be modified or rescinded in any manner except by the written agreement of both Seller and Purchaser. LEGAL CONSTRUCTION: In case any one or more of the provisions contained in this Purchase Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Purchase Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. nn i p� I hereby have read, understand, and agree to all of the terms and conditions of this Purchase Agreement - 'lecl Addendum-10 P uYIf chase Term ode onchfits, � t . herein by- this reFerenC Company Name J t� 7� �f� Street Address Bi U ; Pro. �5t City, State, Zip j 1' �� S i Officer, Owner, or Partner Signature Printed Name � [ ► A10419 Title Date a 3 // Page 2 of 2 C:\Documents and Settings \tjosifek \Desktop \TJosifek\Forms \Equipment Purchase Agreement 1204.doc 8/17/2005 9:26 AM ADDENDUM TO EQUIPMENT PURCHASE TERMS AND CONDITIONS (the "Agreement ") 1. The Paragraph entitled Termination of Agreement shall be deleted in its entirety and replaced with the following language: This Purchase Agreement shall be terminated automatically with respect to delivery or payment on the occurrence of any one of the following conditions (1) Seller's business closes, (2) manufacturer's business closes and Seller is unable to obtain the same or similar equipment from other manufacturers without any additional cost to the Seller; (3) Purchaser requests cancellation and receives Seller's written approval prior to Seller placing purchase order for the new manufactured building; or (4) Purchaser's default, but only if Seller elects to terminate this Purchase Agreement. Otherwise, Purchaser's breach of this Purchase Agreement shall not constitute a termination of the Purchase Agreement and Purchaser shall remain liable for the full performance of all obligations on the part of the Purchaser under the Purchase Agreement. In the event of a termination of this Purchase Agreement prior to delivery and acceptance of the building, Seller shall refund any amount previously paid or deposited by Purchaser. 2. The Paragraph entitled Seller's Remedies shall be deleted in its entirety and replaced with the following language: In the event of any default by the Purchaser in this Purchase Agreement, Seller may: (a) declare the entire amount under the Purchase Agreement immediately due and payable, without notice or demand to the Purchaser; and (b) sue for recovery of all payments, and other payments, then accrued or thereafter accruing. 3. The Paragraph entitled Personal Liability shall be deleted in its entirety. 4. The Paragraph entitled Attorney Fees shall be deleted in its entirety. 5. The Paragraph entitled Forum Selection shall be deleted in its entirety and resplaced with the following language: All claims brought by Seller against Purchaser or Purchaser against Seller shall be subject to, governed by, and processed under the laws of the State of Colorado, and subject to the jurisdiction of Eagle County, Colorado and no other jurisdiction. 6. The following Paragraph shall entitled Conflicts Clause and shall be added to the Agreement: If any conflict exists between the provisions of this Addendum and the existing Professional Services Agreement, the provisions of this Addendum shall control. " Denver Purchase Agreement No: SFQ- 054037 2 Purchase Agreement Date: 07 -15 -2011 10250 Brighton Road Purchase Agreement Expires: 30 days Henderson, CO 80640 720 381 -3953 Sales Rep:Travis Josifek PH: (720) Email: tjosifek @pacvan.com FAX: (720) 381 -3963 Billing Information Shipping Information Eagle County Public Health Barry Smith Ph: (970) 328 -3545 Chaf'es Quanti Unit Price Total Sale Price Delivery to Eagle, CO 1 $775.00 $775.00 Pac -Van 40' Office Container (Purchase) 1 $17,950.00 $17,950.00 Total: $18,725.00 Notes: SPECIAL OFFER: Need Storage? Please ask us about our special pricing on all Storage Containers with your order. Included With Your Pac -Van Agreement: Superior Customer Service Nationwide Service From a Local Company Your One Stop for Mobile & Ground -Level Offices, Modular Buildings, and Storage Equipment This agreement is made between Pac -Van, Inc., herein called the Seller, and Eagle County Public Health herein' called the Purchaser, and is subject to the Purchase Agreement Terms and Conditions attached hereto. The purchaser is responsible for securing any and all applicable building permits, licenses, or approvals necessary for the purchased equipment. This Purchase Agreement is based on a level, compact, and accessible site. Unless specified, this Purchase Agreement excludes taxes and other services. Seller does not warrant in any way that the equipment meets any local, state, federal or other code unless specified. This Purchase Agreement is contingent on final acceptance by Seller and credit approval by Seller. Signature: Signature: Printed: Printed: Travis Josifek Sign Title: Title: Sales Representative Here Date: Date: