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To: CITY OF EUGENE - ELEC Date. 08/01/2012
<br />1820 ROOSEVELT Proj Name: KCY
<br />EUGENE OR 97402 GB Quote #: 215951239
<br />Attn: Jim
<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 CON�DITIOONS OF SALE C.
<br />I. 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, Graybar's suppliers.
<br />If credit of the buyer of the goods ( "Buyer ") becomes unsatisfactory to Graybar, Graybar reserves the right to terminate upon notice to Buyer and without liability to mybar.
<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 taxes 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 tax or provide Graybar with acceptable tax exemption certificate.
<br />5. DELAY W 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 time, or other circumstances beyond Graybar s reasonable
<br />control. Factory shipment or delivery dates 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 - Gmvbar warrants that all mods sold are free of anv security interest and will make available to Buver all transferable warranties f includine without limitation warranties with remect to
<br />FOOT AREA FROM A P CANNOT Y ,?, R ( A HE AT ALL TE APPLICATION, WHERE THE GOODS HAVE POTENTIAL- FOR DIRECT 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 Gmybar a cop�of which will be famished upon written
<br />W est Furthetmorc Graybar s liability shall be limited to either repair or replacement of the goods or refund of the purchase price, all at Graybar's option, and gar CASE SHALL GRAYBAR BE LIABLE FOR
<br />INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. In addition, claims for shortages, other than loss in transit, must be made in writing not more than five (5) days after receipt of shipment.
<br />S. 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 tern, condition, or right under this agreement.
<br />9. MODIFICATION OF TERMS AND CONDITIONS - These terns and conditions su➢ersede all other communications, negotiations, and prior oral or written statements regarding the subject matter of these terms and
<br />conditions. No change m odifrcatim, rescission, discharge, abandonment, or waiver oft hese terms and conditions shall be binding a on Gm ar unless made in writing and signed on its behalf by a duly authorized
<br />representative of Graybar. No conditions, usage of trade, course of dealing or performance understandin or apeemrnt, purporting to rm vary explain, or supplement these terms and conditions shall be binding unless hereafter made in wttin& and signed by the parry to be bound Any proposed modifications or miliona termis are s ifically reject¢ and deemed a maienal alteration hereof. If this document shall be deemed an
<br />acceptance of a prior offer by Buyer, such acceptance n expressly conditional upon Buyer's assent to any additional or ch eeent terms set forth 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. CERTIFICATTON - Graybar hereby certifies that these goods were roduced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and oft egulations and
<br />orders of the United States Department of Labor issued under Section I� thereof This agreement is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973 as amended the Vietnam Ve errns'
<br />Readjustment Assistance Act of 1974, as amended, E.O. 134%, 29 CFR Part 471, Appendix A to Subpart A, and the corresponding regulations, to the extent required by law. 41 tFR 60 -L4, b0-741.5, 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 relatin�to anti- conuption, including, without limitation, (il the United States Foreign Corrupt Practices Act
<br />(FCPA) (I S U.S.C. , W 8dd -1 et. seq.) irrespective of the place o performance and Iii) laws and regulations imp ementin the Organization or Economic Cooperation and Development's Convention on Combating
<br />Bribery of Forcigr Public Officials in International Business Transactions, the tJ.N. Convention Against Corruption, and the Inter-American Convention Against Corruption m 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 governed by the laws of the State of
<br />Missouri applicable to contracts to be formed and fully performed within the State of Missouri without giving effect to the c ice or conflicts of law provisions thereo . All suits arising rom or concemmg this agreement
<br />shall be filed in the Circuit Court of St. Louis County, Missouri, or the United States District Court fort a Eastern District of Missouri, and no other place unless otherwise determined m Graybar s sole discretion. Buyer
<br />hereby irrevocably consents to thejurisi ition of such court or courts and agrees to appear in any such action upon written notice thereof.
<br />15. PAYMENT TERMS - Payment terns shall be as stated 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 date. 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 ap licable United States laws, regulations, or orders. Buyer aaggrrees to cotsp ly with all such
<br />laws, regulations and orders, including, if applicable, all requirements of the International 1'raffrc in Antis Regulations and/or they ort Administration Act, as may be amended. Buyer further aRrc [fiat 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 United government requires an export license or other suppormng documrntatioo at the
<br />time of export or transfer, unless Buyer has obtained prior written authorization from the United States Office of Export Control or other authority 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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