Linking Agreement with Remotec Inc
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1
10/05/2023
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
REMOTEC, INC.
This Linking Agreement (“Agreement”) is entered into as of this day of , 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and Remotec, Inc., a Tennessee corporation,
authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”
RECITALS
A.
On October 11, 2022, a member of the General Services Administration (GSA), entered into a
contract with Contractor to purchase the goods and services described in the General Services
Administration Federal Acquisition Service Authorized Federal Supply Schedule Catalog/Price List,
Contract No. 47QSWA23D000C (“Cooperative Agreement”), which is attached hereto as Exhibit
A. The Cooperative Agreement allows its cooperative use by other governmental agencies, including
the City.
B.
Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.
C.
Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.
D.
The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and
the covenants and promises contained in this Linking Agreement, the parties agree as follows:
1.
Term of Agreement.
A.
As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was October 11, 2022, until the date the contract terminates
on October 10, 2027, unless the term is extended by mutual agreement of the parties to the
Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond October 10, 2042. The initial period of this Agreement is the period from the
Effective Date of this Agreement until October 10, 2027.
B.
The City may extend the term of this Agreement for two (2) one-year periods if the
Cooperative Agreement is likewise extended and the City gives the Contractor notice that it
is exercising its option to extend this Agreement 30 days prior to the anniversary of the
2
10/05/2023
Effective Date. Glendale extensions are not automatic and shall only occur if the City
affirmatively exercises its right to extend this Agreement.
2.
Scope of Work; Terms, Conditions, and Specifications.
A.
Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.
B.
Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.
3.
Compensation.
A.
City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.
B.
The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed four hundred thousand dollars ($400,000) for the entire term of the
Agreement (initial term plus any extensions).
4.
Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.
5.
Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.
6.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.
7.
E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
A.R.S. § 41-4401.
8.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
9.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:
a.
the forced labor of ethnic Uyghurs in the People’s Republic of China;
b.
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c.
any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
REMOTEC, INC.
EXHIBIT A
GENERAL SERVICES ADMINISTRATION FEDERAL ACQUISITION SERVICE
AUTHORIZED FEDERAL SUPPLY SCHEDULE CATELOG/PRICE LIST, CONTRACT
NO. 47QSWA23D000C
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LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
REMOTEC, INC.
EXHIBIT B
Scope of Work
Contractor will provide law enforcement solutions and security equipment, supplies, and services to include
a bomb response robot, equipment, and warranty for EOD and SWAT.
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
REMOTEC, INC.
EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION
The method and amount of compensation is in accordance with Section 3 of this Agreement.
NOT TO EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the
Statement of Work must not exceed $400,000 for the entire term of the Agreement.
DETAILED PROJECT COMPENSATION
City shall pay Contractor compensation in accordance with the rates as set forth in the GSA Cooperative
Purchasing Agreement, Contract No. 47QSWA23D000C. See attached quote for additional information.
Print Date:
10/18/2024
REV:
E
QUOTE
Domestic
REMOTEC Reference No. 9106-A
FROM:
Peraton, Remotec, Inc.
Date: 10‐15‐2024
353 JD Yarnell Industrial Parkway
Clinton, TN 37716
Terms:
Attn: Brad Callahan
Phone: (865) 621‐0391
Fax: (865) 483‐1426
TO:
Glendale Police Department
Sgt. Ron Swanson
GSA Schedule #
623-694-1488
47QSWA23D000C
RSwanson@GLENDALEAZ.com
ITEM
DESCRIPTION
PART NO.
QTY.
UNIT PRICE
TOTAL PRICE
1
ANDROS Spartan Vehicle Assembly Includes:
2463-0100
1
235,903
$
235,903
$
- Position Feedback with User Presets
- Cameras
- Surveillance color camera with white light and IR LED's
and Pan / Tilt (Continous pan)
- Gripper palm camera
- Front and rear drive cameras
- Color arm camera
- Accessory Interface Mount (includes adapter for legacy
accessories)
- Vehicle Battery Pack includes 9 BB2590 Batteries
- Tool Kit
- Pnuematic Wheel Kit
1
-
$
One Operation/Maintenance Manual (CD-ROM)
(Included in Item 1)
1
6 Bay BB2590 Battery Charger Assembly (2
Included in Item 1)
CHGR-035
2
2 Days Operator/Maintenance Training at
REMOTEC (maximum class size is 6 people)
(Included in Item 1) See Note (2)
TRAINING-001
2 Days Operator/Maintenance Training at
Customer Facility See Note (3)
TRAINING-001
1
Get Separate
Quote
CONTROL SYSTEM
System requires OCU plus at least one Data Link for operation
2
Operator Control Unit Includes:
2463-8700-X
1
17490
17,490
$
- Ruggedized Laptop with Touchscreen
- Docking Station
-2 BB2590 Battery
BATTERY-BR-BB2590
-Pelican Case
3
Andros Controller (Remotec Xbox)
2470-8080
1
3,262
$
3,262
$
Net 30 Days
This pricing valid for 90 days.
Delivery: Subject to Receipt of
Order (Estimated to be 240 days
after acceptance of order)
4
Andros Switchbox
2463-8150
9,696
$
-
$
DATA LINK OPTIONS
5
Radio Control Assembly, (Includes case)
(Requires video frequency prior to production)
2463-8480-X
50,468
$
-
$
6
Fiber Optic Cable Reel Assembly (1200 ft.)
(Includes case)
C2455-8330
26,178
$
-
$
Case for Fiber
CASE-004
7
Spare Spool of Fiber Optic Cable (1200 ft.)
D7050-8323
2,449
$
-
$
8
Spartan PS MPU5 Radio Assembly S-Band (Set
of 2 and includes integration kit)
2470-8800-21
1
46,664
$
46,664
$
9
Spartan MPU5 Integration Kit Only (does not
include radio)
2470-8800-X1
5,156
$
-
$
10
Range Extender for MPU5 Radio Assembly
TBD
-
$
11
PS MPU5 Single Handheld Kit (S-Band)
2470-8802
17,916
$
-
$
12
Enet to RJ45 Programming Cable
CBL-DATA-2001
842
$
-
$
13
Stereo Headset ith Dual PTT Coonector Lefthand
HEADSET-PS-075-L
4,122
$
-
$
14
Stereo Headset ith Dual PTT Coonector Rht
hand
HEADSET-PS-075-R
3,872
$
-
$
15
MPU5 Pouch MOLLE
POUCH-MPU5
366
$
-
$
16
PTT, Clip, Cables Kit
RELAY-WR-PS-03
4,716
$
-
$
17
BAT-06
BATTERY-BAT-06
764
$
-
$
18
BAT-11 Charger
CHGR-BAT-11
1,363
$
-
$
19
Radio V-Lock Mount
ACC-MNT-MPU5-001
265
$
-
$
20
Radio V-Lock Mount
ACC-MNT-MPU5-003
579
$
-
$
AUDIO/VIDEO OPTIONS
21
Camera Pan/Tilt Assembly (Can Be Used On
Arm)
2463-5000
1
15,908
$
15,908
$
22
Camera Sighting Kit Assembly
2470-3825
1
971
$
971
$
23
Laser Assembly
2471-5172
2
505
$
1,010
$
24
Laser Filter Assembly
C7055-3830
953
$
-
$
25
Gripper Held Search Camera
B3875-5130
2,512
$
-
$
26
Thermal Imager Kit
2463-5375
1
6,994
$
6,994
$
27
High Intensity Light Assembly (includes battery &
charger)
2470-3845
1
1,707
$
1,707
$
28
24" Touch LED Monitor
MONITOR-15
1,191
$
-
$
TOOLS
29
Receiver Grip Assy. (Gripper Block)
B2461-5850
257
$
-
$
30
X-Ray Assembly (fits Golden X-Ray Systems)
Works with drum & "bread-maker" style film
2470-3807
1
1,896
$
1,896
$
31
Contamination Smear Assembly (For swab
sampling)
C7045-7600
1,187
$
-
$
32
Dual Pan Disrupter Mount Assembly
2470-5220
1
1,224
$
1,224
$
33
PAN Disrupter
DISRUPTER-003**
4,150
$
-
$
34
PAN Disrupter Kit With Aluminum Stand
DISRUPTER-004-A**
7,092
$
-
$
35
PAN Disrupter, T3, Titanium
DISRUPTER-005**
5,443
$
-
$
36
PAN Disrupter Electric Breech
BRCH-ELEC-KIT-PAN
4,437
$
-
$
37
Dual Disrupter Mount Assembly (for Royal Arms
or Neutrex 29mm/20mm - Please Specify)
2470-6130
2,059
$
-
$
38
Shock Tube Initiator, Two Channel
INIT-2CH-FX
2,416
$
-
$
39
Shock Tube Initiator, Four Channel
INIT-4CH-FX
1
3,429
$
3,429
$
40
37mm and 40 mm Breacher Mount Assembly
E7055-6090
3,883
$
-
$
41
Breacher, GL6, 40 mm, rifled barrel
BR-GL6-40MM**
6,194
$
-
$
42
Breacher, GL65, 40 mm, rifled barrel (long
cartridge)
BR-GL65-40MM**
5,922
$
-
$
43
Breacher-L6-37mm, smooth bore
BR-L6-37MM**
4,877
$
-
$
44
Breacher-L8-37mm, smooth bore (long cartridge)
BR-L8-37MM**
5,026
$
-
$
45
BR-SL65-37mm (Sage or Arwen Ammo only)
BR-SL65-37MM**
3,457
$
-
$
46
Electric Breach T3 Disrupter
BREACH-ELECT-T3
3,817
$
-
$
47
Picatinny Rail Claw Assembly
D7045-2726
1,862
$
-
$
48
Picatinny Rail Cable Cutter Assembly
C7040-7030
510
$
-
$
49
Circular Saw Assembly (Battery included)
7057-7070-1
2,170
$
-
$
50
Reciprocating Saw Assembly (Battery included)
7057-7080-1
2,170
$
-
$
51
Drill Assembly (Battery included)
7057-7040-1
2,512
$
-
$
52
Charge Dropper
2470-3830
1,035
$
-
$
53
BLOCK ACCESSORY TOOL SYSTEM
BATS3‐REM‐ANDROS
9,112
$
-
$
54
Ideal Mini Gander
MINIGANDER
7,779
$
-
$
55
Power Hawk Assembly
2471-7500
50,433
$
-
$
Includes the following:
- Power Hawk Unit
POWERHAWK-004
- Power Hawk Kit
- Case For Power Hawk
CASE-024
56
Drawbar Package (Does NOT include receiver
hitch)
C2461-7590
842
$
-
$
57
Ideal Electric release HEADD Hitch ( Requires
Drawbar Package)
HITCH-001
2,219
$
-
$
58
Receiver Hitch Kit
2455-7580
1
572
$
572
$
59
Water Disrupter Deployer Kit
C2461-7585
2,227
$
-
$
60
Kinova Remote Robotic Manipulator
KRX52
66,341
$
-
$
61
Kinova Integration Kit
2461-2500
3,758
$
-
$
62
Spare Parts Kit (per robot)
2463-0164
32,797
$
-
$
63
Spare BB2590 Batteries for vehicle and OCU
BATTERY-BR-BB2590
11
808
$
8,886
$
64
Spartan Arm and Chassis Service Kit
2463-0153
1
1,138
$
1,138
$
65
Second Year Extended Warranty Contract
MAINTENANCE-001
5,925
$
-
$
66
Third Year Extended Warranty Contract
MAINTENANCE-001
5,925
$
-
$
67
Fourth Year Extended Warranty Contract
MAINTENANCE-002
7,587
$
-
$
68
Fifth Year Extended Warranty Contract
MAINTENANCE-002
7,587
$
-
$
69
Sixth Year Extended Warranty Contract
MAINTENANCE-003
8,667
$
-
$
70
Five Years of Extended Warranty (Years 2
through 6)
MAINTENANCE-005
30,181
$
-
$
Subtotal
347,055
$
Subtotal (Total From Misc. Items) (See attachment if greater than 0)
9,283
$
ING & FREIGHT
71
Customer Pick-up
72
Packaging in Reusable Shipping Crate
CRATE-006
1
1,717
$
1,717
$
73
Ship Items
FREIGHT
1
1,216
$
1,216
$
Shipping & Handling Subtotal
2,933
$
Other charges/discounts
-
$
TOTAL Sale Price
359,271
$
1
Ship Items
FREIGHT
-
$
Shipping & Handling Subtotal
Other charges/discounts
-
$
TOTAL Sale Price
359,271
$
** This item requires the customer to obtain the required ATF/FCC Licensing, which may result in product and/or
delivery delays. Remotec is not responsible for any delays including delivery as a result of any ATF or FCC licensing
requirement
Contracts Approval
Business Management Approval
NOTE: Acceptance of order may be delayed with negotiating terms and conditions, acquiring customer order details,
acquiring radio frequencies, and resolving any other unforeseen issues which may require resolution prior to scheduling
the production of items ordered.
1.) Prices are based upon acceptance of Remotec's Terms and Conditions (attached). Any deviation from these conditions
2.) Pricing does not include any taxes, fees, or other related items unless specifically called out.
3.) Customer is responsible for all import and export taxes from origin to destination
, INC. - DOMESTIC
REMOTEC Reference No. 9106-A
FROM:Peraton, Remotec, Inc.
Date:
10/15/2024
353 JD Yarnell Industrial Parkway
Clinton, TN 37716
Terms:
Attn: Brad Callahan - bradley.callahan@peraton.com
Phone: (865) 483-0228
Prices are F.O.B. Origin
Fax: (865) 483-1426
Clinton, TN
TO:
Glendale Police Department
Delivery: 240 days or less
Sgt. Ron Swanson
After Acceptance of Order
623-694-1488
(For Multi-Vehicle Orders
RSwanson@GLENDALEAZ.com
Check With Sales Dept.)
This pricing is valid for 90 days.
ITEM
DESCRIPTION
PART NO.
QTY.
UNIT PRICE
TOTAL PRICE
1
2 Days Operator/Maintenance Training at Customer
Facility See Note (3)
TRAINING-001
1
$ 5,259
5,259.00
$
2
SPARE Articulator Track
2463-1013-FT
4
608.00
$
2,432.00
$
3
SPARE Drive Tracks (2 tracks = one full set)
B2400-1013-FT
4
293.00
$
1,172.00
$
4
SPARTAN Wheel Assy. (Tire,Tube and Rim) R
2463-0113
1
135.00
$
135.00
$
5
SPARTAN Wheel Assy. (Tire,Tube and Rim) L
2463-0114
1
135.00
$
135.00
$
6
Razor X Box Controller
Controller-002
1
150.00
$
150.00
$
-
$
-
$
-
$
-
$
-
$
-
$
TOTAL COST
9,283.00
$
(1) Prices listed are for sales in U.S.A. only. Export prices are available upon request.
(2) Additional pricing available upon request for off-site training at customer's facility.
(3) Please see REMOTEC's terms and conditions for details on our 1 year limited warranty.
Extended Service contracts are available. Please see the Extended Service Tab for details of coverage.
(4) Prices are based upon acceptance of REMOTEC's Terms and Conditions (attached).
Any deviation from these conditions may result in a price increase.
NOTE: "Acceptance of order may be delayed while negotiating terms and conditions, acquiring customer
order details, acquiring radio frequencies, and resolving any other unforeseen issues which may require
resolution prior to scheduling the production of items ordered.
(7) Multiunit sales will earn training classes based on the formula of one free class for every five units purchased ( rounded up)
Net 30 Days
(5) Remotec reserves the right to substitute the latest production part for items purchased. This may be equal or sustantially better than the part shown as ordered.
(6) Training included in Robotic unit purchases expire if unused one year from delivery date of the Robotic unit.
Page 1
DOMESTIC SALES TERMS AND CONDITIONS
REV 11 2/13/2024
A. DEFINITIONS
“Seller” means REMOTEC, Inc.
“Buyer” means the other party to this agreement that is
purchasing the goods subject to these terms and conditions.
B. ACCEPTANCE/AGREEMENT
All orders are subject to factory acceptance. Additional or
different terms or any attempt by the Buyer to vary, in any
degree, any of the terms of this sales agreement form shall be
deemed material and are objected to or rejected, but this sales
agreement form shall not operate as a rejection of the Buyer's
offer unless it contains variances in the terms of the description,
quantity, price or delivery schedule of the goods.
C. LIMITED WARRANTY
Seller covenants and agrees that the work and equipment
delivered under this order shall be free from defects in material
and workmanship at the time of delivery. Whenever Seller is
acting as a reseller of the products of another manufacturer,
Seller provides this warranty solely as a “pass-through” warranty
on behalf of the original equipment manufacturer (OEM). Seller
will, at its sole options, repair, correct, or replace (or facilitate
such repair, correction or replacement by the OEM), F.O.B. point
of manufacture, any such work or equipment which proves to be
defective, provided that Seller is given written notice of any such
defect no later than one (1) year after being shipped (as hereafter
defined) by Seller. Seller will conduct the defect investigation of
the work and/or equipment at the installation site and repair,
correct or replace the defective item at such site or at its
designated facility. Repair correction or replacement in the
manner provided above shall constitute complete fulfillment of all
Seller's obligations under this assurance. Such assurance shall
not apply to design or to any equipment or parts which havebeen
subjected to accident, misuse or unauthorized alteration, to
normal wear (which includes components with innately limited
life), or to defects caused by not complying with Seller's
installation and service requirements (if the failed equipment or
parts were not installed by Seller).
This assurance shall apply to and include the correction of
Technical Data pertinent to defective work and equipment to the
extent-delineated hereinabove, but in no event to include
computer software.
The product may contain reconditioned material. Reconditioned
material meets or exceeds all required specifications and is fully
covered under the product warranty.
If the repair, correction or replacement of work, or equipment is
not within the scope of this clause, then Seller shall require a
separate purchase order from the Buyer perform the work.
The warranty provided by Seller herein is exclusively limited to
the
products
manufactured
by
Seller,
specifically
the
REMOTEC® ANDROS Robot. Warranties, if any, associated
with all other products are exclusively and expressly limited to
those warranties provided by the manufacturers of such products
which are by their terms available to Seller'scustomers.
The installation or use of any third-party accessory, assembly,
radio and or tool not tested and approved by Seller’s for use on
Seller products will cause the warranty on the Seller’s products
to be voided.
THE FOREGOING COVENANTS ARE EXCLUSIVE AND ARE
IN LIEU OF ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR PURPOSE, OR OTHER WARRANTY OF
QUALITY, WHETHER EXPRESS, STATUTORY OR IMPLIED.
IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
D. CANCELLATION/TERMINATION
Contract may be terminated at any time by either Party by
providing a 90-day written notice of termination. As such, the
Contract shall terminate with no further financial obligation of the
Customer with respect to payment of obligation due after 90 days
from the date of such notice.
E. PROPRIETARY INFORMATION
All drawings, diagrams, specifications, and other materials
furnished by Seller and identified as proprietary, relating to the
use and service of articles furnished hereunder and the
information therein, are proprietary to Seller (or in cases where
Seller is acting as a reseller, such information is proprietary to
the OEM). Buyer may not reproduce or distribute such materials
except to Buyer's employees who may use the articles as part of
their duties. Seller will treat drawings, specifications, or data
furnished by Buyer in connection with this order as proprietary,
when identified as such, in connection with this purchase.
F. DELIVERY/ACCEPTANCE
The promised delivery date is the best estimate possible based
upon current and anticipated manufacturing capabilities of when
the product will be shipped. Seller assumes no liability for loss,
damage, or consequential damages due to delay.
G. CLAIMS/NOTICE OF DEFECTS
Failure of the Buyer to object in writing to any merchandise within
30 days after receipt thereof will constitute complete acceptance
by Buyer of such merchandise. Rejected material must be
returned to Seller, F.O.B. Origin, within 45 days after receipt and
with prior authorization from Seller. Seller may (at its option)
recondition or replace the rejected material to meet Buyer's
specifications within a reasonable time period after receipt.
Claims for shipping damage must be made with the carrier.
H. FORCE MAJEURE
Fulfillment of this order is contingent upon the availability of
materials. Seller shall not be liable for any delay in delivery or for
non-delivery in whole or in part caused by the occurrence of any
contingency beyond the control of either Seller or suppliers to
Seller including but not limited to war, sabotage, acts of civil
disobedience, failure or delay in transportation, act of any
Government or agency or subdivision thereof, judicial action,
labor dispute, fire, accident, explosion, epidemic, quarantine,
restrictions, storm, flood, earthquake, acts of God, shortage of
labor, fuel, raw material or machinery, or technical failure where
Seller has exercised ordinary care in the prevention thereof.
DOMESTIC SALES TERMS AND CONDITIONS
REV 11 2/13/2024
I.
PAYMENT TERMS
Domestic:
For purchase orders less than a $100K, payment terms are net
30 days upon receipt of invoice.
For purchase orders greater than $100K, Buyer has two options
for payment and must select one upon Seller’s receipt of the
order.
Option 1: 60% of contract value due upon receipt of contract
and the remaining 40% due within 30 days after the entire order
is completed and shipped.
Option 2: Upon successful inspection of each completed
product (robot, radio, camera, laser assembly, disruptor, etc.) at
Seller’s location, invoice will be submitted to the Buyer for
payment due within 30 days.
Seller reserves the right to assess late charges on US accounts
due past 30 days at the rate of 18% per annum except to the
extent restricted by applicable law. If at Buyer’s request or to
meet Buyer’s requirements, training is scheduled to occur more
than 30 days after vehicle/product completion, Seller may, at its
discretion, charge Buyer a storage fee of $50.00 per month per
vehicle, or $50.00 per month per other end item, and assess late
charges in accordance with those terms as stipulated herein.
International:
All payments to Seller are required to be fully paid in advance at
the time of contract acceptance by Seller. If a Reseller, payment
terms are 60% of contract value due upon contract acceptance
by Seller, and the remaining 40% due within 30 days of
successful inspection of completed product at Seller’s location
for all international orders with a value greater than $1,000 US.
Late charges will be assessed on international accounts due
past 30 days at the rate of 20% per annum.
J. REMEDIES IN THE EVENT OF
CANCELLATION OR DEFAULT
In the event the Buyer cancels this order, or becomes overdue
on its account payable to Seller by failing to pay for this order
when due in accordance with the terms hereof, in addition to the
charges assessed to the Buyer pursuant to Paragraphs D and I
of this Agreement, the Buyer shall be required to pay all costs of
collection, including, whether suit be brought or not, attorney
fees, court costs, collection expenses, and other expenses which
Seller may incur or pay in the prosecution of defense of its rights
hereunder, whether in judicial proceedings at law or in equity,
including bankruptcy court and appellate proceedings, or whether
out of court.
K. GENERAL PROVISIONS
Any cause of action arising from this agreement, or breach of it,
must be commenced after the cause of action occurs within the
statute of limitations period allowed under applicable law. Seller
reserves the right to correct any stenographical or clerical errors
in any of the writings issued by it. The terms and conditions of
sale and any description on the face of Seller's writings constitute
a complete and exclusive statement of the terms and conditions
of the sale of the goods by Seller to Buyer. Buyer may not assign
any rights to, or delegate any performance owed under the
agreement without the written consent of Seller, which shall not
be unreasonable withheld.
L. LIMITATION OF LIABILITY
Notwithstanding any contrary provision contained in this or any
other agreement, Seller shall not be responsible to Buyer in
contract or tort (including negligence) or otherwise for any
indirect, incidental, special or consequential damages of
whatsoever nature, or for attorney's fees, loss of use, loss of
market share, or lost profits however these are characterized.
Seller shall not be liable to Buyer for an amount, which in
combination with all claims by Buyer against Seller under this
agreement exceeds the value of this sales agreement. In any
event, the liability of Seller to Buyer, whether in contract, tort
(including negligence) or under any warranty, or otherwise, is
exclusively limited to the remedies expressly provided under the
terms of this agreement, in lieu of any and all other remedies at
law or in equity.
M. COMPLIANCE WITH LAW
Buyer agrees to comply with all applicable U.S. Government,
state, and local statutes, laws, and regulations, including without
limitation the Arms Export Control Act, Foreign Corrupt Practices
Act, Federal Aviation Administration (FAA) regulations on the
use and operation of Unmanned Aircraft Systems (UASs), and
all applicable export regulations, and hereby agrees to indemnify
and hold harmless Seller from any and all liability, loss, or
damage caused by Buyers' violation of any such statutes, laws,
or regulations.
N. INDEPENDENT CONTRACTOR
Under the provisions of this Agreement, the parties shall act
solely as independent contractors, and nothing contained herein,
express or implies, shall at any time be construed to create any
other relationship.
O. APPLICABLE LAW
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Tennessee, except with
regard to its rules concerning choice of law.
P. SHIPPING POINT
All goods are shipped FOB Clinton, Tennessee 37716, United
States of America.
Q. BUYER’S RESPONSIBLITIES
Buyer agrees to comply with all applicable U.S. Government,
state, and local statutes, laws, and regulations, including without
limitation the Arms Export Control Act, Foreign Corrupt Practices
Act, Federal Aviation Administration (FAA) regulations on the
use and operation of Unmanned Aircraft Systems (UASs), and
all applicable export regulations, and hereby agrees to indemnify
and hold harmless Seller from any and all liability, loss, or
damage caused by Buyers' violation of any such statutes, laws,
or regulations.
Buyer shall be solely responsible for the proper training of
personnel, use of all products and shall properly train its
operators in the safe use of all products. Seller will not be liable
for any damages and improper training of the product, and Buyer
hereby agrees to indemnify, defend, and hold harmless Seller
from any and all claims, liability, loss, or damage, resulting from
the use of any item purchased by Buyer, its officers, directors,
employees, subcontractors, agents or any third party. Should the
Agency want to liquidate the asset, Buyer will work with the
Seller to remove proprietary and ITAR/EAR controlled items.
DOMESTIC SALES TERMS AND CONDITIONS
REV 11 2/13/2024
Buyer may not resell items purchased from Remotec, nor may
it pledge any such items as collateral to secure a third-party
loan or other financing, without Seller’s prior written consent.
R. INDEMNIFICATION FOR USE
Each Party shall be responsible for and bear the costs of
allclaims including third party claims, liabilities, losses or
damages, arising from their respective negligent or
intentional acts or omissions under the Order or use of
product(s) delivered under the Order.
S. EXPORT
The Buyer shall not re-export or transfer any export-controlled
goods or information (e.g. technical data) from the United
States (“U.S.”) to any non-U.S. person, country, government,
orentity without first complying with all the requirements of the
ITAR or EAR, as applicable. Any Party requesting U.S.
Government authorization to export export-controlled
information provided by the other Party under this agreement
must first obtain the disclosing Party’s written consent. Written
consent by the disclosing Party, however, shall not relieve the
other Party of its obligations to comply with U.S. export control
laws and regulations.
T. TITLE AND RISK OF LOSS
Title to all equipment provided hereunder shall pass to Customer upon
payment of all amounts due PERATON under this Agreement. Risk of loss
shall be borne by PERATON until delivery to the Customer’s site. Customer
shall pay any personal property taxes, which may be assessed on the
equipment beginning at the time of purchase.