CM-2016-1049 - 2/26/2016City of Round Rock
F
ROUND ROCK
rExAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Purchase Order to FARO Technologies, Inc. for a
Focus 3D -X3300 Scanner and Accessories for the Police Department.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 2/26/2016
Dept Director: Allen J. Banks
Cost:
Indexes:
Attachments: LAF 3D Laser Scanner, Quote - 3D Laser Scanner
Department: Police Department
Text of Legislative File CM -2016-1049
Consider executing a Purchase Order to FARO Technologies, Inc. for a Focus 3D -X3300 Scanner and
Accessories for the Police Department.
Among the items funded in the FY 2015-16 Law Enforcement Fund budget is a 3-D Laser Imager. This
system would provide police and crime scene investigators with a portable way to quickly capture
accurate details of a scene for accident investigation and crime scene reconstruction. Procurement will be
accomplished through GSA Contract, with a total cost of $99,226.00 that is fully funded in the LE Fund
budget.
Staff recommends executing the Purchase Order.
City of Round Rock Page 1 Printed on 212512016
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Bill To Requisition 00160356-00 FY 2016
FINANCE ADMIN / ACCTS PAYABLE
CITY OF ROUND ROCK Acct No:
221 EAST MAIN STREET 733-21-21021-6112-
ROUND ROCK, TX Review:
78664 Buyer:
apinvoices@roundrocktexas.gov Status: Released Page 1
Vendor Ship To
FARO TECHNOLOGIES, INC. POLICE PATROL (LOGISTICS)
250 TECHNOLOGY PARK CITY OF ROUND ROCK
2701 NORTH MAYS STREET
ROUND ROCK, TX 78665
LAKE MARY, FL 32746
Tel#866-874-1145
Fax 407-562-5282
Date (Vendor (Date. (Ship
Ordered Number Required Via Terms Department
11/13/15 1061013 112/31/15 1 1POLICE PATROL DIVISION
LN Description / Account Qty Unit Price Net Price
001 Focus 3D Laser Scanner X330. See 99226.00 1.00000 99226.00
quote for specs EACH
Vendor Item
1 733-21-21021-6112- 99226.00
Ship To
POLICE PATROL (LOGISTICS)
CITY OF ROUND ROCK
2701 NORTH MAYS STREET
ROUND ROCK, TX 78665
Requisition Link
Requisition Total 99226.00.
***** General Ledger Summary Section *****
Account Amount Remaining Budget
733-21-21021-6112-
99226.00 34853.00
Police LE Federal Equipment and Machinery
***** Approval/Conversion Info *****
Activity
Date
Clerk
Approved
11/30/15
Alan Babin
Approved
11/30/15
Allen Banks
Approved
11/30/15
Cliff Saylor
Approved
11/30/15
Rebecca Rodriguez
Approved
11/30/15
Troy Evans
Approved
11/30/15
Rick White
Approved
11/30/15
Marshall Reynolds
Comment
Auto approved by: 6455csay
Auto approved by: 6455csay
Auto approved by: 6455csay
Auto approved by: 6455csay
Auto approved by: 6455csay
.2
N
C
ROUNDRDCK't�-Y.RS
Bill To Requisition 00160356-00 FY 2016
FINANCE ADMIN / ACCTS PAYABLE
CITY OF ROUND ROCK Acct No:
221 EAST MAIN STREET 733-21-21021-6112-
ROUND ROCK, TX Review:
78664 Buyer:
apinvoices@roundrocktexas.gov Status: Released Page 2
Vendor Ship To
FARO TECHNOLOGIES, INC. POLICE PATROL (LOGISTICS)
250 TECHNOLOGY PARK CITY OF ROUND ROCK
2701 NORTH MAYS STREET
ROUND ROCK, TX 78665
LAKE MARY, FL 32746
Tel#866-874-1145
Fax 407-562-5282
Date (Vendor (Date (Ship
Ordered Number Required Via Terms Department
11/13/15 1061013 12/31/15 (POLICE PATROL DIVISION
LN Description / Account Qty Unit Price Net Price
Approved 12/02/15 Elaine Wilson Auto approved by: 6455jrho
Approved 12/02/15 Jodi Rhodes
Approved 12/02/15 Misty Gray Auto approved by: 6455jrho
Forward 12/02/15 Ron Hunter Automatic Forward to 6455dknu
Notify 01/07/16 Erica Solis Notification Acknowledged
Notify 12/02/15 Jodi Rhodes Notification Acknowledged
Approved 12/17/15 Deborah Knutson Auto approved by: 6455msch
Approved 12/17/15 Michael Schurwon
Queued 12/17/15 Ron Hunter
JAIL .
FARO Technologies Inc
Remit to:
250 Technology Park
FARO Technologies, Inc.
Lake Mary FL 32746-7115
P.O. Box 116908
Phone No: (866)874-1145
Atlanta, GA 30368-6908
Fax No: (407)562-5282
GPS, compass, altimeter
Email: Ethan.Greenberg@faro.com
dual -axis
Bill To :
Round Rock Police Department
2701 N Mays St
Round Rock TX 78665-2412
US
Ship To :
Round Rock Police Department
Vinnie Cherrone
2701 N Mays St
Round Rock TX 78665-2412
US
Quotation No:
20017574
Quote Date:
07/10/2015
Expiration Date:
01/29/2016
Regional Manager: Kelly Watt
Account Manager: Oscar Cruz
Sales Support:
Ship:
Payment Terms:
Delivery Terms
Delivery Date:
Page: 1
Ethan Greenberg
2 Day
Net due in 30 days
with approved credit
FCA Destination
2-6 Weeks
Qty Item No
Description Unit Price Ext. Price
1 S-7-330
Focus 3D -X330 51,373.93 51,373.93
Focus3D Laser Scanner X330.
Ships with: 1 Focus3D-X330, with
GPS, compass, altimeter
s(barometer),
dual -axis
compensator and WLAN, 1 -Year
Standard Warranty , 1 PowerBlock
Battery, 1 32GB SD Card, 1 SD
Card Reader, 1 SD Card Cover, 1
Power Dock, 1 Quick Charge
Power Supply, 1 Car Power
Supply, 1.Rugged Transport Case
with Wheels, 1 Ruggedized
Protection and Transport Cover (in
aluminum), 1 Panorama Quick
Release, 1 Optical Cleaning Set, 1
SCENE Version 5.N Software
License, 1 -year Maintenance
Contract for SCENE Software, and
training. #Please note: the
lead-time may take 6 weeks or
more after receipt of written order.
1 SOFTS0369
SCENE - Hard Lock - Single User 172.28 172.28
Upgrade from existing standard
y
soft lock license to a hard lock
SCENE `w
(USB Dongle) for one SCENE
single user license.
PURCHASE AGREEMENT AND CONDITIONS OF SALE Customer will pay any federal, state and local taxes. All conditions of sale, service and
warranty as described in FARO standard purchase conditions currently on file with FARO are made as part of this Quotation and are incorporated
herein by reference (f/control/04/ref198-012). DR12 PLEASE REFERENCE FARO QUOTE NUMBER ON ALL DOCUMENTS: BY REFERENCING
FARO QUOTE, CUSTOMER AGREES TO SAID TERMS AND CONDITIONS AS LISTED ON FARO QUOTATION.
FARO Technologies GSA Contract # GS24F0044M
Page: 2
Quote no. 20017574
Qty Item No. Description Unit Price Ext. Price
1 TR-LS-SCN-POS Laser Scanner Tr. - FARO Fac. - 0.00 0.00
Inc
L'
SCENE
l k
1 ACCSS6001
1 ACCSS6005
Three-day course for two (2)
trainee at an approved FARO
training facility that discusses LS
operation, setup, and basic
measurements. NOTE: Classroom
trainings are limited to six (6)
trainees and are scheduled on a
first come, first served basis.
Classes can be canceled within
two weeks of the scheduled date if
sufficient enrollment is not met.
NOTE: Training will expire if not
taken within 90 -days of receipt of
equipment. No charge item
applicable only with purchase of
laser scanner.
Power Block, Focus3D
Power Block battery for Laser
Scanner Focus3D
Carbon Fibre Tripod, Compact,
Focus3D
High-level carbon fiber tripod for
Focus3D X 330 and Focus 3D X
130.
648.33 648.33
825.76 825.76
Page: 3
® Quote no. 20017574
Qty Item No Description Unit Price Ext. Price
1 ACCSS0287 200MM KOPPA TRGT W/ 1,536.94 1,536.94
TRIPOD MOUNT KIT (6)
A complete package of target
spheres along with tripods and
other accessories, shipped in 2
®� a crates. Spheres are sprayed with
#KoppaTuff' coating. The first
,-pl N.1 r, L, crate contains a 6 pack of 200mm
target spheres with magnetic
bases and individual cotton
storage/handling bags, and 6
1/4-20 camera tripod mount
plates. The second crate
contains tripods and accessories
that provide most of the standard
mounting options for use in the
field. Included are 6 camera
tripods, 3 small flexible tripods, 3
traffic cone Adapters, and a
dozen 2" fender washers.
1 ACCSS0299
1 SOFTS0334
E
SCENE
80MM KOPPA TARGET &
TRAJECTORY ROD KIT
A combination set of 12 80mm
targets - 6 magnetic base targets,
6 trajectory mount. Includes 6 1/4"
x 10" aluminum, magnetic base
stand-off rods. All shipped in a
plastic storage crate.
OPEN MARKET ITEM
FARO Scene Extension Forensic
Extension of FARO SCENE
software with additional features
for forensic applications.
1,143.00
1,813.50
1,143.00
1,813.50
�a�
Page: 4
Quote no. 20017574
Qty Item No Description Unit Price Ext. Price
2 TRLSSCNPOSFORO OnSite Forensics Cust-Site Upg. 7,163.33 14,326.66
5 Day
Upgrade of TR-LS-SCN-POS
(Three-day FARO facility class) to
five-day industry specific scanner
training for accident reconstruction
and forensics applications to be
conducted by an industry except
with experience in accident
reconstruction and forensics and a
variety of associated software
packages. This customer site class
includes basics of hardware and
Scene software, as well as
customized training in the
customers' applications.
Customer site trainings are
designed for up to four (4)
trainees to ensure proper transfer
of knowledge and understanding.
Price per class. NOTE: Training
will expire if not taken within
90 -days of purchase.
1 COMP0121X64 Super Power User Notebook
Top-level notebook computer for
use with Laser Scanner, Laser
Tracker, 3D Imager and ScanArm
systems. Contact your FARO
representative for current
specifications.
1 SOFT40110 3D -SW -RC -FARO Reality Crash
FARO's newest & most complete
crash reconstruction software.
64-bit architecture, advanced
point cloud data management,
momentum analysis tool, and
advanced graphics. Can handle
up to 2 billion data points from
point cloud. Includes FARO
Genius software. Software
purchase includes one training
seat.
OPEN MARKET ITEM
4,533.75 4,533.75
11, 995.00 11,995.00
Page: 5
Quote no. 20017574
Qty Item No. Description Unit Price Ext. Price
7 TR-HDOCSI-LE-ONL FARO Reality Virtual Training - 1 250.00 1,750.00
Day
1 day training course hosted
online; developed for upgraded
users of FARO HD or CSI
OPEN MARKET ITEM
Order Total: 90,119.15
Shipping Total: 0.00
Total in USD: 90,119.15
Suggested Optional Items
Page: 6
Quote no. 20017574
Qty Item No. Description Unit Price Discount Ext. Price
1 APPS01002 SCENE - Video Pro App. 1,206.00 0.00 1,206.00
SCENE Video Pro App, for
SCENE single user license Plug-in
SCENE for SCENE 5.N to create animated
videos from scan data.
x�
1 SMAS0002 SCENE - Maint. - 3 Yr.s
Maintenance for SCENE software.
2,257.81 0.00 2,257.81
10,323.35 0.00 10,323.35
Includes SCENE software
SCENE
upgrades during the term of the
contract. Duration: 3 year. Scope
- _-
of service according to the
conditions of the SCENE
maintenance contract.
1 SWS-FCX-3
FARO Focus 3D X Std. Warr -3 Yr
Three-year Standard Warranty for
FARO Focus3D X includes annual
certification and recalibration.
Parts, labor and return shipping
charges covered. Goal is to have
service completed within 10
business days from date of
receipt.
2,257.81 0.00 2,257.81
10,323.35 0.00 10,323.35
Additional Information
QUOTETERMS .
To accurately and promptly process your order, the following information is required with your Purchase Order.
1. Purchase Order Number (PO#)
2. Bill To AND Ship To Address (even if they are the same)
3. Net 30 or Sooner Payment Terms
4. Prepay and Add Freight Charges OR Collect (with your shippers Account #)
5. Method of Shipment (Best Way, Ground, Overnight, 2DAY)
6. FOB Origin or Destination (for GSA and Warranty ONLY Customers)
7. FARO Quote Number
8. PO Signed and Dated
9. Ship To Slate Tax Exemption Certificate OR acknowledgement to charge lax
10. Signed Credit Application (New Customers ONLY)
Quoted delivery terms are contingent upon timely receipt of all above listed items.
Page: 7
Quote no. 20017574
CALIBRATION CAPABILITIES
FARO meets the calibration requirements of ISO 17025. If another calibration standard is required please discuss with your sales contact.
FARO follows the recommendation of the ASME 089.4.22-2004, Appendix J. in the application of the decision rule to testing results. This appendix states "089 standards that adopt standards
referencing ISO 14253-1 as a normative standard shall explicitly stale a different default decision rule, where the 4:1 simple acceptance and rejection rule from 889.7.3.1 shall be the default Nle unless a
different rule is specified."
GSA QUOTE
Pricing, terms and conditions per GSA contract GS -24F -0044M.
Expiration of contract July 11, 2017.
Page: 8
Quote no. 20017574
STANDARD TERMS AND CONDITIONS OF SALE
These standard terms and conditions of sale are the only terms and conditions, oral or written, applying to the sale of equipment, Software, other products or services ('Product') to Purchaser except for
additional terms consistent with these standard terms and conditions on prices, quantities, delivery schedules, and the description of the Products as set forth in an order issued by FARO or approved by
FARO ( each, an'Ordee). FARO hereby objects to and rejects any other terms or conditions appearing on, Incorporated by reference in or attached to any purchase order, acceptance,
acknowledgement, invoice, transmittal or other document and FARO's acceptance of any Order is expressly made conditional on Purchaser's acceptance of these standard terms and conditions.
FARO's failure to object to any provision contained in a document or communication from Purchaser shall not be a waiver of these standard terms and conditions. Acceptance of these standard terms
and conditions and any Order, both or either of which may be delivered to Purchaser in electronic formby FARO shall be deemed to have occurred upon the earlier of (i) executing or accepting these
standard terms and conditions, (ii) executing or accepting any Order. (iii) when Purchaser is aware that FARO has commenced performance thereunder or (iv) taking delivery of any Products.
All capitalized terns used but not defined in the body of this document are defined in Section 10.00.
1.00 Payment of Purchase Price
1,01 Subject to credit approval by FARO and except as otherwise expressly set forth in an Order, the Purchase Price for Product shall be paid to FARO within thirty (30) days from the date of
FARO's invoice. if FARO determines not to extend credit to Purchaser, FARO reserves the right to require Purchaser to pay for Product by wire transfer prior to shipment. FARO shall be entitled to issue
an Invoice upon shipment of Product. FARO ties the right to charge interest on late Purchase Price payments at a rate of 1.5% per month (18% per annum).
1.02 Purchaser shall also pay FARO for any and all governmental taxes, charges or duties of every kind (excluding any tax based upon FARO's income) that FARO may be required to pay with
respect to the production, transportation, export, import, storage, delivery, purchase, sale or use of Product. Purchaser shall provide FARO, on request, with property completed exemption certificales for
any lax or duty from which Purchaser claims an exemption.
1.03 Purchaser grants to FARO a security interest in all Product sold pursuant to the Order, which FARO may perfect by filing a UCC Financing Statement or by other filings, registrations or notices
as maybe required. Any such security interest will remain in effect until FARO has received payment in full of the Purchase Pace together with interest on any late Purchase Price payments.
1.04 If Purchaser fails to make full payment of the Purchase Price In accordance with the terms set forth in the Order, FARO shall, at its sole option, have the right to the following remedies, which
shall be cumulative and not alternative and which are not exclusive:
a) the right to cancel the Order and enter Purchasers premises to re -take possession of Product, in which event Purchaser agrees that any down pa ment or deposit for Product shall be
forfeited to FARO as liquidated damages and not as a penalty, and all costs incurred by FARO in connection with the removal and subsequent transportation of Product shall be payable by Purchaser
upon written demand;
b) the right to enter Purchasers premises and remove any Sofhvare, components of Product or other items necessary to render Product inoperative;
c) the right to withhold all services which would otherwise be required to be provided by FARO pursuant to the Warranties set out in Section 4.00 hereof;
d) the right to terminale any existing Software license agreement with Purchaser, and
e) the right to pursue any other available remedy, including without limitation suing to collect any remaining balance of the Purchase Price (i.e., accelerate the payment of the Purchase Price,
causing the entire balance to immediately become due and payable in full).
1.05 Except as expressly set forth in Section 4.06, FARO does not permit returns on any Products shipped.
1.06 No waiver by FARO of its rights under these terms and conditions shall be deemed to constitute a waiver of subsequent breaches or defaults by Purchaser. In the event more than one Product
is being purchased pursuant to the Order, unless otherwise set forth herein, each payment received by FARO from Purchaser shall be applied pro rata against the cost of each Product rather than being
applied to the Purchase Price of any Product.
1.07 Purchaser shall pay FARO all costs and expenses of collection, suit, or other legal action to enforce the Order, including, but not limited to, all actual attorneys' and paralegal fees and
collection costs FARO may assign any cause of action that It has against Purchaser without Purchasers consent,
2.00 Delivery and Trans nation
2.01 Delivery dales set forth in the Order are estimates and not guarantees, and are based upon conditions at the time such estimate is given.
2.02 FARO shall not be liable for any loss or damage, whether direct, Indirect or consequential, resulting from delivery of Product past the estimated delivery dale. If Product is not delivered within
90 days of the estimated delivery date, Purchasers sole remedy shall be to cancel the Order and to recover from FARO, without interest or penalty, the amount of the down payment or deposit and any
other part of the Purchase Price which has been paid by Purchaser. Notwithstanding the foregoing, such right of cancellation shall not extend to situations where delayed delivery is due to a Force
Majeure Event (as defined in Section 9.01). Any delays resulting from a Force Majeure Event shall extend estimated delivery dates by the length of such delay.
2.03 If there is a shortage of Product, excessive demand for Product or any other reason for which FARO is unable to supply the full amount of Product specified in Purchasers Order, FARO
reserves the right to allocate its available supply of Product among its customers and distributors. The allocation of Product shall be in such a manner and in such amounts as FARO determines in its
sole discretion.
2.04 Responsibility for all costs and risks in any way connected with the storage, transportation and Installation of Product shall be bome entirely by Purchaser. If any disagreement arises as to
whether or not damage to Product was in fact caused in storege, In transit or on installation, the opinion of FARO's technical advisors, acting reasonably, shall be conclusive.
2.05 Unless otherwise agreed to by FARO in an Order, Product shall be delivered by FARO at FARO's premises EXW (Ex Works) as defined in Incoter is 2010.
3.00 Installation, Operator Training and Maintenance
3.01 Purchaser shall be responsible for installation of Product, including, without limitation, the preparation of its premises, the uncrating of Product and setting up of Product for operation.
3.02 Subject to Section 4,00, Purchaser shall be responsible for all maintenance of Product.
4.00 Warranties and Exclusions; Exclusive Remedies and Disclaimers
4.01 Subject to Section 4.05. FARO warrants that any Product (but excluding Software and services) shall be free from material defects in workmanship or material affecting the fitness of Product
for its usual purpose under normal conditions of use, service and maintenance. FARO makes no warranty that any Product will operate In an uninterrupted or error free manner.
4.02 Subject to Section 4.05, FARO warrants that any Software shall operate substantially according to written user documentation provided by FARO. FARO makes no warranty that any Software
will operate in an uninterrupted or error free manner.
4.03 The warranties set out In paragraphs 4.01 and 4.02 above (together, the Warranties') shall expire at the end of the twelve (12) month period commencing on the last day of the calendar month
in which Product was delivered to Purchaser (Ihe'Warranty Period').
4.04 To property make a claim under the Warranties, Purchaser must deliver written notice to FARO during the Warranty Period, at FARO's contact information set forth on the Order, of a breach
of the Warranties, together with a description of such breach in reasonable detail. Within a reasonable time following receipt of such proper notice FARO shall have Product diagnosed by its service
personnel. Nothing herein contained shall be construed as obligating FARO to make service, parts, or repairs available for any breach reported after the expiration of the Warranty Period. If Product is
determined by FARO, in its reasonable opinion, to be covered by and in breach of the Warranties. FARO will, as Purchasers sole and exclusive remedy, repair or adjust Product to the extent
determined by FARO to be necessary or, al the option of FARO, will replace Product with replacement Product or parts therefor at no cost to Purchaser, other than the cost of shipping Product to FARO
pursuant to Section 4.06. If Product is determined by FARO, in its reasonable opinion, not to be covered by or not to be in breach of the Waranties. Purchaser shall pay the cost of service, which shall
be the amount that FARO would otherwise charge for an evaluation under a non -warranty service evaluation.
4.05 The Warranties shall not apply to or cover.
a) Any defects in any component of a Product if, in the reasonable opinion of FARO, (i) Product has been improperly stored, installed, operated, or maintained; (i) the defect was caused by or
relates to misuse or extraordinary use of Product, or to use of Product outside the purpose for which Product was designed and manufactured; (iii) Purchaser has permitted unauthorized modifications,
additions, deletions, adjustments and/or repair to any Software, hard drive structure or content, or any other part of Product, orwhich might otherwise affect Product; or (iv) the defect was caused by, or
repairs are required as a result of, causes external to FARO workmanship or the materials used by FARO. As used herein. 'unauthorized means that which has not been approved and authorized by
FARO in writing.
b) Any replacement of expendable Items, including, but not limited to, fuses, diskettes, printer paper, printer ink, printing heads, disk cleaning materials, or similar cleaning items.
C) Minor preventive and corrective maintenance, including, but not limited to, replacement of fuses, disk drive head cleaning, fan filter cleaning and system dock battery replacement
d) Any Product or component which was sold or transferred to any party other than the original Purchaser unless transferred in accordance %wlh section 4.11 or poor express written consent is
obtained.
e) Any defect in or related to Product which FARO cannot duplicate with reasonable effort.
0 Any defect in or related Product caused by materials, including hardware, software or data not supplied by FARO.
g) Any defect caused or resulting from accident, physical, electrical or magnetic stress, failure of electric power, air condition or environmental controls, use in or with detective or
non -compatible egwpmem, hardware, software or data.
h) Any deffect or problem caused by changes in the operating characteristics of compuler systems, hardware orsoftware developed after Product is delivered.
I) Any Product exported by Purchaser outside of the United States or Canada.
)Any demonstration or used Product -
An services of FARO. ALL SERVICES OF FARO ARE PROVIDED TO PURCHASEWAS IS' WITHOUT WARRANTY OF ANY KIND.
I) An Third Party Product sold or included with the Products. Such Third Partrtyy Products are provided with the manufacturers warranties, if any, which FARO is permitted to pass onto
Purchaser. OTHERWISE, SUCH THIRD PARTY PRODUCTS ARE PROVIDED TO PURCHASEWAS IS' WITHOUT WARRANTY OF ANY KIND.
4.06 Factory Repairs
a) IF PRODUCT IS UNDER WARRANTY: Purchaser agrees to ship Product to FARO in the original packing container at Purchasers sole cost and expense. FARO will return the repaired or
replacement Product to Purchaser at FARO's sole cost and expense.
IF PRODUCT IS UNDER A SEPARATE PREMIUM SERVICE PLAN: When practical, as determined by FARO in its sole discretion, and subject to availability, FARO will make available to Purchaser
substitute component parts or substitute Product (Temporary Replacements) as appropriate while Purchasers Product is undergoing repair. Shipping charges for these Temporary Replacements will
be the responsibility of FARO.
b) IF PRODUCT IS NOT UNDER WARRANTY: Purchaser shall be responsible for the cost of any repair or replacement of any part, Software or Product, together with all shipping charges
related to such repair or replacement. All charges shall be estimated and prepaid by Purchaser to FARO prior to commencement of repairs.
4.07 FARO may authorize the manufacturer of a component of Product to perform any Warranty service.
4.08 Purchasers sole and exclusive remedy, and FARO's sole and exclusive liability hereunder, with respect to breach of warranty relating to any Product, consists of the obligation to repair,
adjust or replace Product as Provided in Section 4.04.
4.09 DISCLAIMER OF WARRANTIES. THE WARRANTIES SPECIFIED IN THIS SECTION 4.00 ARE THE COMPLETE WARRANTIES BETWEEN FARO AND PURCHASER. THEY
SUPERSEDE ALL PROPOSALS, PROMOTIONS, ADVERTISEMENTS, REPRESENTATIONS OR PRIOR WARRANTIES. VERBAL OR WRITTEN, AND ANY COMMUNICATIONS BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER OF THESE WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION 4.00, FARO EXPRESSLY DISCLAIMS
ALL WARRANTIES, EXPRESS OR CONDITIONS AND WARRANTIES OF MERCHANTABILITY. I
NG OM COURSE OF L
QUALITY, AA PATI UPURPOSE, OR USAGE OF RPOSSTATUTORY OR OTHERNSE. INCLUDING IMPLIED
E, CORRESPONDENCE WITH DESCRIPTION OR QUALITY, AND
Page: 9
Quote no. 20017574
4.10FARO does not authorize any person (whether natural or corporate) to assume for FARO any liability in connection with or with respect to Product. No agent or employee of FARO has any
authority to make any representation or promise on behalf or FARO, except as expressly set forth herein or in the Order, or to modify the terms or limitations of the Warranties. No verbal statements shall
be binding upon FARO.
4.11 The Warranties extend only to Purchaser and are transferable by Purchaser only under the following conditions:
1 .Product is currently within the Waranty, Period:
2. The new owner is, or becomes, a Certified User,
3. A FARO Waranty transfer form is completed and submitted to FARO Customer Service.
4.12 All claims under the Warranties must originate with Purchaser, or any subsequent owner that becomes a Certified User, and Purchaser will indemnity, defend and hold FARO harmless from
any and all claims, liabilities, damages, costs and expenses for breach of waranty asserted against FARO by any third party.
4.13 PURCHASER ACKNOWLEDGES THAT IT HAS PURCHASED PRODUCT BASED UPON ITS OWN KNOWLEDGE OF THE USES TO WHICH PRODUCT WILL BE PUT. FARO
SPECIFICALLY DISCLAIMS ANY WARRANTY OR LIABILITY RELATED TO THE FITNESS OF PRODUCT FOR ANY PARTICULAR PURPOSE OR ARISING FROM THE INABILITY OF PURCHASER
TO USE PRODUCT FOR ANY PARTICULAR PURPOSE.
4.14 FARO is an equal opportunity employer. All candidates for employment will be considered without regard to race, color, religion, sex, national origin, physical or mental disability, veteran
status, or any other basis protected by applicable federal, slate or local law.
5.00 Limitations of Liability
5.01. In no case shall FARO be liable for any indirect, special, incidental, punitive or consequential damages arising from any cause whatsoever, whether based in contract, tort (including without
limitation negligence), strict product liability or any other theory of law (including without limitation theories of equitable relief), including, but not limited to, injury to or death of any operator or other
person, damage or loss resulting from inability to use Product, increased operating costs, loss of production, loss of profits or revenues, loss of software or data, any cost or expense of providing
substitute product or software during periods of, or resulting from, malfunction, non-use or maintenance or repair (except as provided in Section 4.06(b)), or damage to property. The disclaimer of liability
for indirect, special, incidental, punitive and consequential damages extends to any damages which may be suffered by third parties, including without limitation, caused directly or Indirectly resulting from
test results or data produced by Product or any component thereof, and Purchaser agrees to indemnify and save FARO harmless from any such claims made by third parties.
5.02 FARO's maximum aggregate liability arising out of or refaling to any Product from any cause whatsoever, whether based in contract, tort (including without limitation negligence), strict product
liability or any other theory of law shall not exceed the Purchase Price received by FARO for the Product to which such liability relates. In all cases. FARO's maximum aggregate liability arising out of or
relating to an Order shall not exceed the aggregate amounts paid by Purchaser to FARO under such Order.
5.03. The limitations of liability in this Secton apply even if FARO had notice of the possibility of damages and even if any exclusive remedies fail of their essential purpose. Purchaser acknowledges
that FARO has set its pricing in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth in these terms and conditions, and that the same forth an essential basis
of the bargain between the parties.
6.00 Design Changes
6.01 Product is subject to changes in design, manufacture and programming between the date of the Order and the actual delivery date.
6.02 FARO reserves the right to implement such changes without Purchasers consent. Notvithstanding the foregoing, nothing contained herein shall be construed as obligating FARO to include
such changes in Product provided to Purchaser.
7.00 Intellectual Property
7.01 As behveen FARO and Purchaser. FARO owns all ownership in all FARO Intellectual Property, and Purchaser shall not own or acquire any right, title or interest in any FARO Intellectual
Propertotherwise y. FARO grants Purchaser only a limited, non-exclusive, non -transferable license to use any Software in object code form only and, unless otheise set forth in an Order or approved in writing
by FARO, only with Product in which such Software is installed or embedded.
7.02 Purchaser acknowledges and agrees that the Software contains trade secrets, and confidential and proprietary information, of FARO, and shall maintain all Software as confidential and
proprietary information of FARO, and shall use no less than the same degree of care to avoid misuse or improper disclosure of the trade secrets, and confidential and propprietary information, than
Purchaser uses with respect to its own similar information, which shall be no less than a reasonable degree of care. Purchaser shall not, in whole or in Pan, reproduce or du fcate (other than that which
is necessary and incidental to the ordinary use of the Software in compliance with these terms and conditions, or for purpose of making one (1) archival or back-up copy of the Software), alter, modify,
disassemble, reverse assemble, decompile, reverse compile, reverse engineer, sell, transfer, assign, sublicense, lease, rent or use in connection with a service bureau or to provide services to others, in
any manner the Software, in whole or in part, or permit access to or use thereof by any third party.
7.03 Purchaser acknowledges that any unauthorized use of the Software, or any right Iherein, will result in ireparableharm to FARO. and that FARO shall be entitled to damages, lost profits,
attorney's fees, costs, expenses, and injunctive relief, including without limitation temporary restraining ortlers, preliminary inunctions and permanent injunctions from any such unauthorized use.
7.04 Purchaser shall forthwith execute any further assurances in the form of non -disclosure or licensing agreements wAch may reasonably be required by FARO in connection with the Software.
8.00 Indemnification
Purchaser will defend, indemnify and hold harmless FARO against all claims, losses, liabilities, damages, costs and expenses either (a) on account of any damage to property or injury or death of
persons Caused by or arising out of Purchasers (and/or any of Purchasers employees, agent's, affiliates and customers) distribution, storage, handling, use, or disposal of Product or caused by or
(b) arising out of: (i) any breach of contract by Purchaser, (m) any acts or omissions of Purchaser (and/or any of Purchasers employees, agents, affiliates and customers): or (iii) any willful misconduct or
any violation by Purchaser (and/or by any of Purchasers employees, agents, affiliates and customers) of any applicable law, rule or regulation.
9.00 Force Majeure/ Entire Agreement I Governing Law I Miscellaneous
9.01 FARO shall not be liable for any loss, damage, detention or delay due directly or indirectly to any cause beyond FARO's control (a'Force Majeure Event). including without limitation,
compliance with any rules, regulations, orders or Instructions of any federal, stale, county, municipal or other government or any department or agency thereof, acts of god, acts or omissions of
Purchaser, acts of civil or military authorities, fires, floods, embargoes, war or insurrection. labor interruption through strike or walkout, transportation delays, or inability or difficulties in ablaining
necessary labor, manufacturing facilities, materials or transportation from its usual sources.
9.02 These terms and conditions and the Order into which they are incorporated by reference constitute the entire agreement between FARO and Purchaser in respect to Product subject to such
Order. There are no representations or warranties by FARO, express or implied, except for those contained herein, and these terms and renditions supersede and replace any proposals, quotations, or
agreements, whether oral or written, between FARO and Purchaser with respect to such Order.
9.03 No representative of FARO has any authority to modify, alter, delete or add to any of the terms or conditions hereof. Any such modifications shall be void and of no force and effect.
9.04 The terms and conditions hereof shall be governed by and construed In accordance with the laws of the State of Florida, United Slates of America, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof. Purchaser and FARO agree that the sole and exclusive jurisdiction and venue for purposes of any and all lawsuits, disputes, causes of
action, arbitrations or mediations shall be in either (a) the United Stales District Court for the Middle District of Florida, Orlando Division, or (b) the Business Court of the Ninth Judicial Circuit Court of
Orange County, Florida:
9.05 These conditions shall not be construed more strictly against one party than another as a result of one party having drafted said instrument.
9.06 If any provision of these terms and conditions or the Order is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these terms and conditions and the
Order shall remain to full force and effect. Any provision of these terms and conditions or the Order held invalid or unenforceable only In part or degree will remain in full force and effect to the extent not
held invalid or unenforceable.
9.07 FARO AND PURCHASER HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF, UNDER OR IN CONNECTION WITH THE ORDER OR THESE TERMS AND CONDITIONS, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENT OR ACTION RELATED THERETO OR HERETO.
9.08 Any claim, action, suit or other proceeding initiated by Purchaser in connection with any Product must be brought within one year after delivery to Purchaser of the applicable Product to which
such claim, action, scot or other proceeding relates.
9.09 Purchaser shall not export or re-export any Product in violation of applicable law, rules or regulations.
10.00 Definitions -
10.01 'Certified User means any person who has completed at full session of product -specific training for Product.
10.02 'FARO' means FARO Technologies, Inc.
10.03 'FARO Intellectual Property' means all intellectual property rights relating to any Product, including without limitation, patents, copyrights, trademarks, trade secrets, and know-how, and any
derivative works, improvements, modifications, repairs, maintenance, enhancements and updates of any Product
10.04 'Purchaser means the party buying Product and who is legally obligated under the Order.
10.05 'Software' means all computer programs, disk drive directory organization and content. Including without limitation the devices containing such computer programs disk drive directory
organization and content, sold pursuant to the Order.
10.06 'Purchase Price' means the agreed-upon price of Product set forth in the Order.
10.07 'Third Party Product' shall mean any equipment, products. Software or services of a third party that FARO sells or makes available to Purchaser under an Order.
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