HomeMy WebLinkAbout910782.tiff )ti MEMORAnDum
Gordan E. Lacy, Chairman
To Board of County Commissioners Date August 1, 1991
COLORADO From Jeannie K. Tacker, Business Manager, Health Department\ n '
Syva Contract
Subject:
Enclosed for Board approval is a contract between the Weld County Health
Department and the Syva Company.
The contract covers the instrument and reagent rentals used in the chlamydia
testing process.
The contract will become effective upon acceptance and signature of the Syva
Company and will continue for a period of three years.
If you have any questions, please feel free to contact me.
JKT/ja
Enclosure
LOO/3 910 762
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CUSTOMER OPTIONS MISTER PLAN
a Symex company
PART A GENERAL TERMS AND CONDITIONS
Custarer:VI 8-�� (C'+�431 kkea�� COC?tivac-kY
Name \5k1:1 Vii*
A . \IC-11 S ICAAL) (C,.:.EC Customer Nos. 4,
Address )t Telephone JJq.y.,
City, State, Zip ) CC Saa l es�^Rep, '�p�.l•\
I. Agreement 1.1 Customer agrees to enter into this Customer Option Master Plan ("Agreement"),
Plans with Syva Company as of ("Effective Date") as its terms and conditions apply to each
of the following Plans marked with an "X"
® System Plan
Zs Reagent Plan
1.2 In the event that Customer elects to enter into a System Plan, the Customer shall
receive for use the following item(s) of equipment and/or accessories thereto (all of
which are individually and collective' referred to as the "Equipment":
(I) FJ.d\ tt\—C..ro—GC2k-
1.3 With respect to Equipment provided �r under an System Plan, in addition to
the terms and conditions referred to in this Part A, the terms and conditions set
forth in Part 8 attached shall also be applicable and shall be incorporated herein.
Part 8 terms and conditions shall not, however, apply as to any Equipment to which
Customer has acquired title.
2. Reagents 2.1 In consideration of Customer purchasing from Syva the volume of reagent kits specified
on Attachment A hereto annually beginning on the Effective Date, and/or of Syva
providing Equipment for use by Customer as set forth in Paragraph I.2, Syva agrees to
sell to Customer for the term hereof at least such quantities of reagent tests
specified on Attachment A of this Agreement at the per-kit prices specified therein.
2.2 Prices for Reagents on Attachment A for customers on the System Plan shall be raised
5% per year. Reagent prices on Reagent Plan shall be held firm for the term of the
Agreement.
3. Price Changes Should Customer fail to purchase at least the following percentages of the minimum net
dollar purchases in each product family on the Reagent Plan or of the total commitment
on the System Plan specified on Attachment A:
first three months 15%
months one through six 40%
months one through nine 70%
months one through twelve 100%
quarters after first year 25% of annual commitment
• - Syva may increase Customer's prices specified on Attachment A effective immediately,
and/or charge a rental if System Plan is marked above or may terminate this Agreement,
as Syva determines.
4. Shipping Charges Syva shall ship Reagents FOB Syva's plant in CA, or other such point as Syva may
designate, and freight charges will be prepaid and added to the invoice.
5. Terms Of Sale Payment terms are net 30 days. Syva maintains a no returns policy on reagent
purchases. Syva's terms apply regardless of any conflicting terms on any Customer
document.
7+( 00/4 0 1 • L_. 0_ VIA I a:st L . /4/07251
6. Term and 6.1 This Agreement II be effective upon acceptance by Syl 'ampany, Contract
Termination Administration for a period of .3 year(s) from the Effective Date.
6.2 Either party shall have the right to terminate this Agreement if the other party
commits a material breach of a material obligation_under this Agreement; provided,
however, that the party seeking termination must give the other party written notice
of the breach and must afford the other party thirty (30) days prior written notice.
6.3 Either party shall also have the right to terminate this Agreenent in the event the
other party is declared insolvent or bankrupt by a court of competent jurisdiction, or
a voluntary petition of bankruptcy is filed in any court of competent jurisdiction by
the other party, or the other party shall make or execute an assignment for the
benefit of creditors, in which case termination shall be effective upon written notice
to that effect.
7. Notices To Syva: To Customer:
Syva Company
P.O. Box 10058
Palo Alto, CA 94303
or
1310 Shorebird Wy., Mtn. View, CA 94043 Attn: (S-
Attn: Contract Administration 17-115
8. Assignment Customer may not assign or transfer +his Agreement and/or any Equipment provided
hereunder.
Q. Force Majeure Neither party hereto shall be liable in damages for any delay or default in such
party's performance hereunder if such default or delay is caused by events beyond such
party's reasonable control including, but not limited to, acts of God, regulation or
law or other action of any government or agency thereof, war or insurrection, civil
commotion, destruction of production facilities or materials by earthquake, fire,
flood or storm, labor disturbances, epidemic, failure of suppliers, public utilities
or common carriers.
FO. Entire Agreement This Agreement including Attachment A represents the entire understanding between the
parties as of the Effective Date with respect to the subject matter hereof, and
supersedes all prior agreements, negotiations, understandings, representations,
statements and writings between the parties relating thereto. No other Syva
merchandising plan or discount may be used by Customer in conjunction with the plan
covered by this Agreement without the prior written approval of Syva.
II. Part B Terms For Customers Electing to Participate in System Plan: With respect to its
and Conditions obligations under the System Plan, Customer has read and accepts the terms and
conditions of Part B.
Cusfvmner\.� - Cam.,.^ ey: )C Title: Cµa 2 m 41.1 Date 34/91
Syva Canpany By: // Title: Date
Palo Alto, CA (U/
GEN1490 91 et'3?
PART B SYSTEM PLAN (EQUIPMENT PLACEMENT) TERMS AND CONDITIONS
I. Placement of For the term of this System Plan, Customer shall use the Equipment only at
Equipment "the Facility" as specified and shall not remove, transfer, or alter the Equipment
without the prior consent of Syva.
2. Installation 2.1 The Equipment shall be shipped within sixty (60) days after the date of acceptance by
and Syva at Syva's expense. Syva, or its designee, shall provide installation as called
Servicing for by the Operator's Manual for the particular Equipment within thirty (30) days
of the after the delivery date.
Equipment 2.2 Syva or its designated contractor shall provide all labor and parts necessary to keep
the Equipment in good working order during Agreement term during Syva's normal working
hours (8:00 am to 5:00 pm local time), exclusive of Syva's legal holidays, at no
additional charge. Should Customer desire after hours, Saturday, or Holiday service,
Syva will attempt to provide such service, but Customer shall be invoiced and must pay
for any such labor at the then effective overtime rates, as well as the applicable
zone charge. Any required repair parts will be supplied at no charge, except for
consumables used in completing such service.
2.3 For contracts including a microscope, service for the microscope is the responsibility
of the customer.
2.4 Customer shall be responsible for any environmental and electrical requirements,
including installation of a dedicated power line, necessary for proper operation of
the Equipment.
2.5 Customer agrees to follow manufacturer's instructions in use of the Equipment and for
use of Reagents with the Equipment. Customer shall pay for repair of any malfunction
or damage to the Equipment caused by misuse or abuse at its own expense so that such
Equipment is restored to its prior operating condition. Any repairs not covered by
the service policy or warranty shall be at Customer's expense. If repair is not
accomplished within thirty (30) days after notice by Syva, Syva shall have the right
to have the necessary repair(s) made and shall invoice Customer. Customer shall pay
Syva within thirty (30) days after the date of such an invoice. Syva shall have the
right to inspect the Equipment during normal business hours and with reasonable notice
to Customer. Customer shall give Syva immediate notice of any damage to or loss of
• any Instrument.
3. Title to 3.1 Syva is the owner of and retains title to the Equipment except to the extent of
Equipment Equipment purchases required under Section 4 (Risk of Loss) or effected under
Paragraph 3.4 of this Part 8. The terms and conditions of this Part B shall terminate
automatically with respect to any such Equipment purchased by Customer.
3.2 Customer shall not do or permit to be done anything that will adversely affect Syva's
interest in the Equipment and shall not permit or suffer any attachment, encumbrance,
lien, or security interest to be filed against the Equipment and shall promptly notify
Syva if any of the foregoing is filed or claimed and shall indemnity Syva for any loss
or damage including attorneys' fees, resulting from any of the foregoing.
3.3 Upon Syva's request, Customer shall execute and deliver a financing statement as
provided under the Uniform Commercial Cade (UCC) to permit Syva to perfect a security
interest in the Equipment.
`3.4 Customer may, at any time, purchase the Equipment provided by Syva, hereunder, upon
terms and conditions of sale established by Syva.
4. Risk of Loss Syva has no liability for the performance of or damage or injury caused by such
Equipment beyond that contained in the manufacturer's warranty. Customer shall
promptly notify Syva of any loss or damage to the Equipment. If Customer is
responsible for such loss or damage and if Syva determines the damaged Equipment is
irreparable, Customer shall pay Syva the then-current catalog trade price for such
Equipment less depreciation based on a ten (10) year straight line basis (prorated
monthly) and thereupon, Customer will own such Equipment "as is" and with all faults
and defects.
•
•
5. Labels Customer shale aot remove any labels, symbols or soria Aumbors that aro or may bo
affixed to the items of Equipment being used hereunder.
6. Taxes Customer shall pay all taxes, federal , stag and local, that may bo imposed or
assessed upon the use, possession, ownership, or lease of the Equipment and Customer
shall reimburse Syva for any such taxes paid by Syva.
7. Warranty 7.1 Syva warrants that the Equipment will be in working order when installed and that Syva
or its designee shall perform all warranty obligations set forth in the Operator's
Manual.
7.2 SYVA SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR OR SPECIAL
PURPOSE. In no event shall Syva be liable for incidental or consequential damages
resulting from use of Equipment provided hereunder.
8. Landlord's Customer shall , upon Syva's request, furnish a waiver signed by Customer's landlord by
Waiver which the landlord waives all rights to seize, possess or withhold any item of the
Equipment by reason of Customer's failure to pay its rent to the landlord.
9. Return of Upon termination of this System Plan for any reason, except taking title to the
Equipment Equipment, Customer shall carefully pact and return the Equipment to Syva, or permit
Syva to enter the Facility and remove the Equipment, as Syva determines. If Equipment
is returned by Customer, Customer shall be liable for any loss of or damage to any
item of the Equipment while it is in return transit.
10. Reagent This System Plan shall take effect upon the Agreement effective date and, unless
Agreement earlier terminated due to Customer's taking title to the Equipment, shall terminate
Plan Term upon Agreement termination.
GEN3390 Sift?32
PART D:
ADDITIONAL TERMS AND CONDITIONS
1. Both Parties shall have the option of terminating this Agreement upon thirty
(30) days prior written notice to the other. If this is a System Agreement,
Syva agrees to pay cost of shipping Instrument back to Syva if Syva exercises
its option to terminate.
Customer: WELD COUNTY BOARD OF COMMISSIONERS
By:
Go � c Chairman/3
Date: g/3/97
Attest: 444altehl
Weld County Clerk
�jToThe Board
By: _V/Leff, /L i i .1(16
Deputy Clerk ?the Board
SYVA COMPANY, PALO ALTO, CA
By:
Title:
Date:
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