Appendix 3: Price quote for a gas chromatograph machine


PERKIN ELMER

Quotation No: 9580/1
Page No: 1
Issue Date: 12/13/93

To:

DILON DANIEL
CHEMISTRY DEPARTMENT
UNIVERSITY OF CALIFORNIA
RIVERSIDE, CA 92521
FAX: (909) 787-4713

Destination: GRE

Your Ref: YDJB87
Our Ref: 601-1/TE/1/BOR/SDM
From: Jeffrey Borins
Irvine, CA 92718
Phone: 714-458-7262

Itm

Qty

Part-No

Description

Unit Price

Total Price

1

1

N611-9001

AUTOSYSTEM GAS CHROMATOGRAPH for 220 V, 50/60 Hz. Operation

630.00

630.00

2

1

N611-0002

AutoSystem Gas Chromatograph. A microprocessor-concrolled gas chromatograph system-GC fully controlled from instrument-keyboard. Features include:






-Four-step, three-ramp temperature programming to 450 degrees C (oven maximum software controlled).






-35-key color-coded keyboard entry of all instrument parameters.






-Two-line x 20 character vacuum fluorescence display.






-Five method setup, storage, copy, and generate.






-Comprehensive hardware and software thermal protection.






-Continuous diagnostic monitoring of all instrument functions.






-Up to two simultaneous analog outputs for integrator or recorder.






-Digital electronic pressure readout with capillary injectors.






-Up to 32 programmable timed events.






-RS-232C Printer port for hardcopy of methods, instrument configuration and run log.






-External computer communications allows full instrument control plus two simultaneous channels of raw data.






-Dual-channel background correction.

8,040.00

8,040.00

PERKIN ELMER

Quotation No: 9580/1
Page No: 2

Itm

Qty

Part-No

Description

Unit Price

Total Price

3

1

N611-1030

Channel A - Single capillary column injector with pressure regulator & split vent controls, digital column head pressure readout, and automatic control of split vent solenoid valve

1,800.00

1,800.00

4

1

N611-2010

Channel A - Single flame-ionization detector with amplifier & needle valve control of air L H2 combustion gases.

2,120.00

2,120.00

5

1

0332-8000

INSTALLATION KIT

400.00

400.00

6

1

N541-0301

MODEL 1022 GC+ SING CHANNL INT

3,050.00

3,050.00

7

1

N541-0041

S/W KIT 1020 LC PLUS V7.50 -NT

275.00

275.00




PRICE INCLUDES INSTALLATION AND A ONE (1) YEAR WARRANTY.






FOB Norwalk, CT

16,315.00





Quotation Validity: JANUARY 12, 1994






Estimated Delivery: 4-5 Weeks ARO






Terms: Orders subject to credit approval. Payment due upon receipt of invoice.






Terms and conditions of sales, enclosed






PLEASE ADD APPLICABLE SALES TAX AND SHIPPING COSTS.



Jeffrey Borins

TERMS AND CONDITIONS OF SALES

1. Delivery Dates

a. All delivery and shipment dates indicated on the face here of are approximate and subject to Seller's availability schedule. Seller will make reasonable efforts to meet the delivery date(s) quoted However. Seller will not be liable for its failure to meet the quoted delivery dates or for any delay in performance here under due to unforseen circumstances or shortages, due to causes beyond its control, or due to its voluntary or mandatory compliance with any governmental act, regulation, or request it by reason of such circumstances. Seller's supplies of the equipment covered here by are limited. Seller shall have the right to prorate the available supply among its customers in such manner as it, sole discretion, determines.

b All orders are priced and acknowledged on the basis of an estimated shipment date within ninety (90) days of the date of order acknowledgment to the stated destination Should Buyer request a change in the estimated shipment date or otherwise cause delay in delivery beyond ninety (90) days from the date of order acknowledgement or request that the goods be shipped outside the country of original delivery, the prices established by such acknowledgement shall no longer apply, and Seller's list prices in effect on the actual date of shipment shall be used in determining the price to be paid.

2. Packing and Loss or Damage in Transit. Equipment will be packed for shipment in a manner suitable to the method of shipment specified by Buyer, or to the method selected by Seller in the absence of instruction. Unless otherwise indicated on the face hereof, all sales here under are f.o.b. shipping point, and all risk of loss or damage to equipment in transit is upon Buyer. Payment will be made in accordance with Paragraph 5 below.

3. Payment Due For Partial Deliveries. Seller may, in its sole discretion, deliver any portion of the equipment or suppliers ordered, regardless of utility to Buyer in the absence of the undelivered portion, and all such partial deliveries shall be accepted and paid for in accordance with the terms of Paragraphs 4 and 5 below. Likewise, completion of any installation services snail not be a condition to Buyer's obligation to remit payment. The making of a part delivery that, to any extent, is not in accordance with the contract of sale snail not affect the Buyer's obligation here under to remit payment.

4. Inspection, Acceptance and Return of Goods. Buyer shall inspect the equipment immediately on its arrival and shall within five (5) days of its arrival give written notice to the Seller of any claim for shortage or that the equipment does not conform with the terms of the contract of sale it the Buyer shall fait to given such notice, the equipment shall be deemed accepted and to conform with the terms of the contract of sale and the Buyer shall be bound to pay for the equipment in accordance with the terms of Paragraph 5 below. Return of goods detective or otherwise, will not be accepted by Seller unless they are shipped f.o.b. destination, freight prepaid, and with prior written authorization by Seller. When return of nonconforming goods has been accepted, conforming shipment may be made in accordance with Paragraph 1 above and Paragraph 8 below without further liability on Seller's part Buyer will be liable for restocking charges in the event equipment is returned to the Seller which is not detective and is in accordance with the terms of the contract of sale.

5. Payment and Credit Terms. Unless otherwise indicated on the face here of. Buyer agrees to remit payment in full to the address provided on the face of Seller's invoice for all shipments including shipments of any portions of the equipment ordered, upon receipt of invoice. This obligation shall not be contingent upon the completion of any installation services included in the purchase price. No cash discounts will be granted. Account balances not paid in accordance with this agreement are subject to the maximum prevailing legal interest rate calculated from date of delinquency. In the event Seller finds it necessary to refer this matter to an attorney or an agent for collection of delinquent accounts. Buyer shall pay all costs of collection including reasonable attorney's fees. Buyer agrees that Seller shall retain a security interest in the equipment sold hereunder to secure any portion of the price not paid on delivery and will, on request, execute a security agreement in such form as is required by Seller, which, at Seller's option, may be filed with appropriate local and state authorities. Seller reserves the right to change the credit terms provided herein when, in Seller's opinion, the financial condition or previous payment record of Buyer so warrants Should Buyer become delinquent in the payment of any sum due hereunder. Seller will not be obligated to continue performance.

6. Taxes. Buyer is responsible for the ultimate payment of all taxes which may be assessed or levied on or on account of materials sold hereunder to the Buyers whether termed a gross receipts tax, use tax, property tax, sales tax or otherwise. Where Buyer claims that this transaction is not subject to any such tax, that Buyer agrees to provide Seller with any documentation not to collect such tax(es).Prices are subject to change to reflect changes in any Federal or state laws taxing raw or processed materials or governing working hours or compensation of labor.

7. Installation and Site Preparation. Installation services are included in the purchase price of the equipment sold hereunder only if expressly so stated on the face of Seller's quotation or in Seller's most current price list. For equipment requiring installation by Seller's service personnel. It is the responsibility of the Buyer to prepare the site environmentally and provide the required services; power, water, drain, air, bottled gases, permits, licenses, approvals, etc., as well as whatever is required to uncrate and move the equipment to its location. Failure to do so will result in a service charge by Seller to cover the lost time of its service personnel. Because Seller's service personnel may be required to enter upon Buyer's premises for the purpose of providing service to the equipment sold hereunder. Buyer hereby undertakes to maintain its premises in a sate condition and to comply with all applicable laws, statutes and regulations governing workplace health and safety. Seller's sales and service personnel are not authorized to enter into any indemnity or hold harmless agreements on behalf of Seller. Seller will not, in any event, indemnity, defend or hold Buyer harmless from any liability that it may incur to Seller's sales and service personnel.

8. Limited Warranty.

a. Basic Warranty. Except as otherwise provided herein, Seller warrants to Buyer that the equipment sold hereunder is, at the time of shipment to Buyer from Seller, free from defects in material and workmanship. As Buyer's sole and exclusive remedy under this warranty. Seller agrees either to repair or replace, at Seller's sole option, any part or parts of such equipment which, under proper and normal conditions of use, prove(s) to be defective within ninety(90) days from the date of shipment to Buyer (except when a different warranty period is specified in Seller's current applicable price list, in which event the specified period shall control). Buyer shall promptly notify Seller of any such defect. Any realignment, readjustment, recleaning or recalibration, provided they do not relate to a proven defect in material or workmanship, shall be performed only at Seller's then current rates for service.

b. Exclusion and Limitations.

(i) It is recognized that some parts by their nature may not function the full warranty period. Therefore, excluded from the foregoing warranty are chromatography columns, filaments, energy sources, lamps power amplifier tubes, graphite tubes, sample cells holders, burner and furnace chambers, nebulizers, and other similar parts referenced in the applicable operating manual.

(ii) The foregoing warranty excludes certain equipment or accessories which are identified on applicable price list, quotation, order acknowledgements, special promotional materials, or on face hereof, for which this limited warranty may be further limited. Included within this category are items produced by third party manufacturers (as to which Seller passes to Buyer the warranty it has been provided by the manufacturer) and items which are sold at specially reduced prices with reduced warranty protection (in some such cases, extended warranty protection may be available at an increased price).

(iii) This warranty does not cover loss, damage, or defects resulting from: transportation to the Buyer's facility, improper or inadequate maintenance by Buyer. Buyer-supplied software or interfacing, unauthorized modification or misuse operation outside of the environmental specifications for the equipment, or improper site preparation and maintenance.

(iv) No warranty is made with respect to used equipment, which will be so marked on the face hereof and, unless otherwise indicated on the face hereof, shall be as is.

(v) The basic warranty period, as set forth in subsection A above is (...) to ninety (90) days from date of shipment to Buyer with respect to data (...) equipment including data storage devices processors, printer (...) communication interface tape drives and similar devices.

c. Place of Service. Except when otherwise provided in Seller's current (...) price list. Seller shall use its best efforts to perform all warranty service hereunder at the Buyer's facility, as soon reasonably (...) notification by the Buyer of a possible detect provided however (...) reserves the right to require that the Buyer return the equipment to Seller production facility, transportation charges prepaid, when necessary to (...) proper warranty service.

d. Refund of Purchase Price. In lieu of the foregoing, Seller may at (...) in its sole discretion, to discharge its warranty by accepting the return of such equipment and refunding any portion of the purchase price paid by Buyer.

e. Software and Firmware Products. This sole and exclusive warranty applicable to software and firmware products provided by Seller for use with a process (...) be as follows, Seller warrants that such software and will (...) to Seller's program manuals current at the time of shipment to Buyer when process installed on that processor Seller does not warrant that the operator of the processor or software or firmware will be uninterrupted or error-free.

NO OTHER WARRANTY IS EXPRESSED OR IMPLIED, SELLER EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANT-ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. EXCLUSIVE REMEDIES. THE REMEDIES PROVIDED HEREIN ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES, SELLER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL THEORY ARISING OUT, OF THE SALE, INSTALLATION, SERVICE OR USE OF ITS EQUIPMENT, SELLER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, SERVICE OR USE OF ITS EQUIPMENT.

10. Patent Indemnity. Seller agrees to defend, at its own expense, any suit or (...) proceeding which may be brought against Buyer alleging infringement by Buyer of any patent of the United States, by Buyer's use of the equipment sold hereunder for its (...) purposes, provided that Buyer shall give Seller prompt written notice of any claim(...) or institution of suit or legal proceeding, and provided that Seller shall then have the (...) right to control and conduct the defense and/or settlement of such claim, (...) proceeding, either in the name of Seller or Buyer or both, and Buyer (...) at Seller's request and expense, provide relevant information and reasonable cooperator. Seller shall pay all final judgements and all costs and attorney's fees assessed against Buyer in any such suit or legal proceeding, provided Buyer has complied with the conditions hereof with respect to prompt notice and cooperation in connection with such suit or legal proceeding and given exclusive control thereof to Seller but Seller shall notice (...) for any attorney's fees or other legal expense incurred by Buyer without the knowledge and prior written consent of Seller. Seller shall also have the right, at its own expense to replace the equipment claimed to infringe with equally satisfactory non-infringing equipment modify said equipment so that it becomes non-infringing, or remove such equipment and refund the purchase price thereof.

The foregoing indemnity fully defines Seller's obligations for patent infringements such obligations to defend and make payment shall specifically not apply to:

(i) an infringement claim resulting from additions or changes in or to the equipment made by Buyer or any third party or from use in combination with other equipment: or

(ii) an infringement claim which is settled without the consent of Seller or

(iii) an infringement claim which results from compliance by Seller with specifications furnished by Buyer

The total amount of Seller obligations and liability under this Section shall not exceed the price paid by Buyer to Seller for the equipment held to infringe, and in no event will Seller be held accountable for consequential damages under this indemnity, such as, for example loss of business profits or goodwill. With respect to goods manufactured in whole or part to Buyers specifications, the Buyer will protect and indemnity Seller against all claims for damages or profits arising from infringement of patents, designs, copyrights or trade marks.

11. MODIFICATION OF TERMS - THIS DOCUMENT IS NOT AN OFFER TO SELL ALL ORDERS SUBMITTED IN RESPONSE TO SELLER'S QUOTATION ARE SUBJECT TO ACCEPTANCE OR REJECTION AT SELLER'S MAIN OFFICE IN NORWALK CONNECTICUT. SELLER'S ACCEPTANCE OF ANY ORDER IS EXPRESSLY SUBJECT TO BUYER'S ASSENT TO EACH AND ALL OF THE TERMS AND CONDITIONS SET FORTH IN SELLER'S ACKNOWLEDGEMENTS, AND BUYER'S ASSENT TO THESE TERMS AND CONDITIONS SHALL BE CONCLUSIVELY PRESUMED FROM BUYER'S RECEIPT OF SELLER'S ACKNOWLEDGEMENTS WITHOUT PROMPT WRITTEN OBJECTION THERETO OR FROM BUYER'S ACCEPTANCE OF ALL OR ANY PART OF THE GOODS OR SERVICES ORDERED NO ADDITION TO OR MODIFICATION OF SAID TERMS AND CONDITIONS SHALL BE BINDING UPON SELLER UNLESS SPECIFICALLY AGREED TO BE SELLER IN WRITING, IF BUYER'S PURCHASE ORDER OR OTHER CORRESPONDENCE CONTAINS TERMS OR CONDITIONS CONTRARY T OR IN ADDITION TO THE TERMS AND CONDITION CONTAINED IN SELLER'S ACKNOWLEDGEMENT, ACCEPTANCE OF ANY ORDER BY SELLER SHALL NOT BY CONSTRUED AS ASSENT TO SUCH CONTRARY OR ADDITIONAL TERMS AND CONDITIONS CONTAINED IN SELLER'S ACKNOWLEDGEMENT. ANY REFERENCE TO BUYER'S PURCHASE ORDER NOTED ON SELLER'S ACKNOWLEDGEMENTS SHALL NOT AFFECT OR LIMIT THE APPLICABILITY OF THE TERMS AND CONDITIONS CONTAINED THEREIN.

12. AUTHORITY TO EXPORT. ALL ORDERS ACCEPTED FOR EXPORT AND (OR RE-EXPORT) ARE SUBJECT TO: 1) ISSUANCE OF AN EXPORT (RE-EXPORT) LICENSE BY THE UNITED STATES GOVERNMENT AND 2) THE BUYER (...) SELLER WITH ALL DOCUMENTATION NECESSARY FOR SHIPMENT TO THE DESTINATION COUNTRY

13. Software Licence Copyrighted Material

a. Perkin-Elmer provides certain software products by licence only. The terms of the licence are available from Perkin-Elmer and are accepted by Buyer on delivery of the licensed software.

b. Unless otherwise specified, Seller's copyrighted material (software firmware and printed documentation) may not be copied except for archive purposes to replace a defective copy, or for program error verification by Buyer.

14. Miscellaneous

a. Applicable Laws. This contract shall be construed in accordance with the laws of the State of New York, USA.

b. Confidential Data Information. If, in connection with the sale purchase, use or maintenance of the equipment. Seller is requested, required or deems it advisable to furnish data or information which it in its sole discretion, deems proprietary, confidential or both. Seller shall not in any event, submit or be required to furnish such data or information unless and until Buyer enters into an agreement concerning the handling use copying retention and return of such information the form of which agreement is available to Buyer on request. Seller does not agree to accept any proprietary or confidential information of Buyer in the absence of such a written agreement signed by an authorized representative of Seller.

c. Assignment. Any attempt by Buyer to assign, transfer or delegate any of the rights, duties, warranties, or obligations herein shall be null and void.

d. Non-waiver. Seller's failure to exercise any of its rights shall not constitute or be deemed a waiver or forfeiture of such rights.

PERKIN ELMER
761 Main Avenue
Norwalk CT