Agitators - DE Mix Tanks PO 08001-057 Metex 101608

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222 Milwaukee Street, Suite 301

Denver, Colorado 80206 USA


Office: 303-320-7708
Fax:303-320-7835 PURCHASE ORDER NO. 08001-057 PAGE 1 OF 2

REQUESTER'S INFORMATION: PURCHASE REQ NO: 08001-057


Requester's Name: Brad Allen Date of Request: 10/16/2008
Project Name: El Aguila Quote Number(s): Q-17493
Date of Quote(s): 9/4/2008 Date Material Required by: Approx. 12/01/2008
Payment Terms: Wire Transfer Back Orders Allowed: No

VENDOR: Contact: Mr. Dana Taylor


Vendor's Name: Metex Corporation Limited Phone Number: 416-240-1920 Ext. 229
Address: 91 Kelfield Street, Unit 4 Fax Number: 416-240-7021
City, State, Zip: Toronto, Ontario, M9W 5A3 Canada E-mail: dana@metexcorporation.com

SHIPPING INFORMATION: Contact: Todd Jacobson


Ship to: Lyntek, Inc. Phone Number: 720-881-5220
Address: 4830 Monaco Street Fax Number: 303-231-9279
City, State, Zip: Commerce City, CO 80022 E-mail: tjacobson@lyntek.com
Lead Time: 4 Weeks After Receipt of Purchase Order F.O.B. Pennsylvania

Gold Resource Corporation (GRC) has contracted Lyntek, Inc. (Lyntek) to provide EPCM Services for its El Aguila Project located near Oaxaca, Mexico. Lyntek is acting
as Agent on behalf of GRC for this Project and Seller shall forward all Drawings, Delivery Information, Installation, Operation and Maintenance Manuals, and other
documentation as requested by Lyntek to Lyntek at 1550 Dover St., Lakewood, CO 80215, Attention: Fred Barbis, E-mail: fbarbis@lyntek.com, Ph: 303.623.8365, Fax:
303.623.0342. All costs associated with this Purchase Order shall be billed to Gold Resource Corporation at their address of record as shown above, with copies sent to
Lyntek. Electronic invoices are preferred and should be sent to billreid@goldresourcecorp.com, with copies to jharvey@lyntek.com and ballen@lyntek.com. Upon receipt
of invoice, Lyntek will notify GRC of approval for payment, and payment will be made directly to vendor from GRC.
ITEM NO: QTY. ITEM DESCRIPTION: PRICE EACH TOTAL
Neptune Model No. NP JGR-5.1 Gear Drive Mixer, DE Body Feed
1 1 ea. Mix Tank Agitator, Equipment Tag No. 500-AG-02, details as $2,635.00 $2,635.00
follows:
Gear: Heavy duty helical, 350 RPM.
Motor: 1 HP-3Ph-230/460V TEFC (1750 RPM, 56C frame).
Propeller: 48 in. length SS shaft (1 in. shaft diameter), supplied with
dual 12" diameter 316SS propellers, angle-riser mount.
Spare Parts for JGR-5.1 Mixer
Neptune Model No. NP 100389 Propeller, 12" diameter, 1" bore,
2 1 ea. $317.11 $317.11
316SS
Neptune Model No. NP JGR-8.1 Gear Drive Mixer, DE Precoat Mix
3 1 ea. $4,047.00 $4,047.00
Tank Agitator, Equipment Tag No. 500-AG-01, details as follows:
Gear: Heavy duty helical, 350 RPM.
Motor: 3 HP-3Ph-230/460V TEFC (1750 RPM, 56C frame).
Propeller: 60 in. length SS shaft (1-1/4 in. shaft diameter), supplied with
dual 14" diameter 316SS propellers, angle-riser mount.
Spare Parts for JGR-8.1 Mixer
Neptune Model No. NP 106344 Propeller, 15" diameter, 1-1/4" bore,
4 1 ea. $635.56 $635.56
316SS

Sub Total (Page 1) $7,634.67


222 Milwaukee Street, Suite 301
Denver, Colorado 80206 USA
Office: 303-320-7708
Fax:303-320-7835 PURCHASE ORDER NO. 08001-057 PAGE 2 OF 2

Vendor shall sign purchase order and return a copy to Lyntek


within 5 days of receipt.
No Partial Shipments. Spare Parts are to be shipped with
equipment.
Equipment Tag Numbers: All equipment shall be provided with a
permanently attached 316 stainless steel nameplate as required by
Specification No. 01600, Section 13.1. Equipment Tag Nos. for the
agitators are as shown on page 1 of the purchase order.
Packaging: All equipment packaging shall meet ISPM No. 15
requirements for international shipment (see attached).
Freight Charges: Freight charges from the Metex facility to the Lyntek
shop in Commerce City, CO shall be prepaid by Metex and added to the
costs of this purchase order.
Manuals: One hard copy of the Installation, Maintenance and Operating
Manual (English and Spanish) shall accompany the equipment. The
remaining three sets and the electronic versions shall be mailed to the
Owner's engineer (Lyntek) as required by Specification No. 01600,
Section 14.4.
Equipment shall be in accordance with Lyntek Specifications:
1. General Equipment Spec. No. 01600
The following attached documents are incorporated by this
reference:
1. Gold Resource Corporation Terms & Conditions
2. ISPM No. 15
All copies of drawings and vendor data shall be submitted to:
Lyntek, Inc.
1550 Dover Street
Lakewood, CO 80215
Attn: Fred Barbis
E-mail: fbarbis@lyntek.com
Phone: 303-623-8365
Fax: 303-623-0342

Sub Total (Pages 1 & 2) $7,634.67


Freight (Prepay & Add)
TOTAL $7,634.67

INTERNAL USE ONLY:

Approved By Project Manager: Date: 10/14/2008


Approved by President GRC: Bill Reid (Signature on file) Date: 10/15/2008
Accepted by Authorized Vendor Representative: Date:
ALL PURCHASE ORDERS MUST BE REVIEWED AND APPROVED BY PROJECT MANAGER OR PROJECT ENGINEER.
Gold Resource Corporation
Purchase Order Terms and Conditions

1. OFFER AND ACCEPTANCE: - This Purchase Order (the of loss or damage in transit until Goods are actually delivered to
“Order”) constitutes an offer by Gold Resource Corporation (the the Buyer’s requested destination and accepted by Buyer. All
“Buyer”) to purchase the goods and services described in this packaging shall conform to the delivery conditions required by the
Order (the “Goods”) from the supplier identified on the front of receiving country.
this Order (the “Seller”). If the Seller accepts this offer, the Buyer
and Seller will have formed a contract on the terms and conditions Seller shall not ship the goods on this Order without either Buyer’s
set forth below. Seller may accept this Order either by giving the final written inspection approval or a written waiver of inspection
Buyer written notice of Seller’s acceptance or by beginning from Buyer. Violation of this requirement shall constitute grounds
performance of Seller’s obligation under this Order. Buyer hereby for rejection of the goods, with subsequent costs for return or other
limits acceptance of this offer to the terms and conditions action as warranted against the account of Seller.
contained in this Order, and the Buyer herby gives notice of
objection to and rejection of any terms and conditions which add to 5. INVOICES – Unless other payment provisions are specified
or differ from those set forth in this Order. elsewhere in this order, payment shall be made upon later of (i)
final acceptance by the Buyer of the Goods, or (ii) submission by
2. GOVERNING LAW – This Order, and the contract created Seller of a proper invoice. Payment for Goods does not constitute
on its acceptance, will be governed by the provisions of the acceptance. The Buyer will take advantage of any discounts
Uniform Commercial Code which are in effect in the State of incorporated elsewhere in this Order, or found on individual
Colorado, USA on the date of the Order (exclusive of any conflict invoices, whichever discount is more favorable to the Buyer.
of laws provisions), except to the extent that the provisions of the Delays in receiving invoice(s), errors or omissions on invoice(s),
Uniform Commercial Code are modified of supplemented by the or lack of support documentation required by the terms of this
terms set forth elsewhere in this order. Order, will be cause for the Buyer to withhold payment without
losing discount privileges. The first day of any discount period
All disputes arising in connection with this Order shall be resolved shall be the later of (i) the first working day of the Buyer following
by negotiation and arbitration. Buyer and Seller shall initially final acceptance of the Goods, or (ii) the Buyer’s receipt of a
attempt to resolve disputes or claims arising out of or relating to proper invoice. The Buyer may make adjustments to amounts
this Order by negotiation. Either Buyer or Seller may give the invoiced by Seller for shortages, rejection, or other failure to
other party written notice of any dispute not resolved in the normal comply with the provisions of this Order. The Buyer will notify
course of business. Within 20 days after delivery of said notice, Seller of any such adjustments. Unless specified elsewhere in this
executives of the Buyer and the Seller shall meet in the Buyer’s Order, Seller shall furnish a separate invoice for each shipment of
office in Denver, Colorado, or at such other place as Buyer and Goods or major increment of services rendered. Invoices must
Seller may agree, to exchange relevant information and to attempt contain the following information:
to resolve the dispute. If the matter has not been resolved within (i) Seller’s name;
30 days after such meeting, either party may initiate arbitration (ii) Invoice number and date;
proceedings by providing written notice to the other party. The (iii) Order number, line item number, description of
parties will then be obligated to settle the dispute by arbitration the Goods or services, quantity, unit of measure,
conducted by a sole and independent arbitrator in accordance with unit price, and extended total;
the Construction Industry Rules of the American Arbitration (iv) Name and address for remittal of payment;
Association. Pending resolution of any disputes between the (v) Taxes; and
parties, Seller shall proceed diligently with the performance of all (vi) Delivery Charges, if Any.
aspects of this Order as though no dispute existed. The rights and
obligations of the Buyer and Seller under this paragraph 2 shall 6. CHANGES – The Buyer, through it’s Procurement
survive completion of, and final payment under this Order. Representative, will have the right to make changes at any time in
However, nothing herein shall be interpreted as extending the the drawings, designs, specifications, delivery schedules
statute of limitations. (postponements only) and requirements relating to packaging or
destination by giving Seller notice. If any such change causes any
3. PRICES – The Buyer will not pay prices for the Goods increase or decrease in the cost or the time required for
higher in quantity or quality than those stated on the front of this performance, then the parties will make an equitable adjustment in
Order. Unless otherwise specified, the prices include all charges the Order price or delivery schedule. Seller waives all claims for
for packaging, handling, storage and delivery. Seller will pay all adjustment under this paragraph 6 unless Seller makes a claim in
delivery charges in excess of the delivery charges, which the Buyer writing within ten (10) days after receipt by Seller of notice of such
has agreed in writing to pay. Unless otherwise provided herein, change. The right to an equitable adjustment provided in this
the prices include all taxes expressly imposed by law on the Buyer. paragraph 6 shall be Seller’s exclusive remedy for claims under
If the Seller makes any price reductions after the date of this Order this Order. Nothing in this paragraph 6, including any
but prior to the payment date, such price reduction will be disagreement with the Buyer as to the equitable adjustment to be
applicable to this Order. made, shall excuse Seller from proceeding with this Order as
changed.
4. DELIVERY – The Buyer will not be obligated to accept
substitutions, untimely deliveries, deliveries in quantities other that 7. HAZARDOUS MATERIALS – Seller and its agents will
those ordered by the Buyer, or deliveries of Goods failing to comply with all applicable local, state, U.S. and foreign laws and
conform to Seller’s warranties contained in paragraph 8 hereof. regulations relating to safety, environmental protection,
Time is of the essence in this Order. Acceptance by the Buyer transportation, and labeling. Sellers of chemicals must label their
whether of substitutions, late deliveries, partial deliveries of products with appropriate warnings and must certify that their
deliveries of non-conforming Goods shall not waive the delivery chemicals are on the Toxic Substance Control Act (TSCA)
schedule set forth in this Order. Seller will immediately give inventory.
written notice to the Buyer of any actual or potential cause or
event, which threatens the timely performance of the Order. 8. WARRANTY – In addition to all statutory warranties,
Unless otherwise specified in this Order, Seller will retain the risk express or implied, Seller warrants that all goods or services

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Gold Resource Corporation
Purchase Order Terms and Conditions
furnished hereunder will be free from defects in design, materials Buyer’s election and request, promptly assume full responsibility
and workmanship, will be merchantable, and will conform to all for any such suit, action or proceeding which may be bought or
specifications and other requirements applicable to the Order for a threatened against the Buyer and/or Seller. The provisions of this
period of eighteen months from date of shipment or twelve months paragraph 11 shall survive the termination, cancellation or
from date of installation whichever occurs first. Seller also completion of this Order.
warrants that Seller has complied, and will comply with all federal,
state and local laws regulations and directives that may relate to 12. NO ASSIGNMENT – This Order may not be assigned, and
this Order. These warranties will survive acceptance, payment and no performance, duty, or other obligation of Seller may be
subsequent use and/or resale of any Goods by the Buyer. delegated by Seller without the prior written consent of the Buyer.

9. INSPECTION – The Buyer and/or its customers may 13. NO WAIVER/SERVERABILITY – No modifications,
inspect and test the Goods at Seller’s place of business to verify change or waiver of any provision hereof will be effective for any
compliance with the requirements of this Order. Any such purpose unless such modification, change or waiver is specifically
inspection shall not relieve Seller of its contractual obligations. authorized by a Buyer Procurement Representative. No waiver of
any right or remedy in respect to any occurrence or event on one
Seller and/or Seller’s sub-supplier will notify Buyer at least ten occasion will be deemed a waive of such right or remedy in respect
days in advance of the dates such that, inspection or testing can be of such occurrence or event any other occasion. Invalidity of any
made by Buyer. If for any reason the inspection or testing date is part of this Order shall not affect the validity of any other part of
delayed, Seller shall telephone, fax, or email Buyer immediately. this Order.

14. OFFSETS – The Buyer may offset against any sums


10. INSURANCE REQUIREMENTS - Seller agrees that any otherwise due Seller any amounts the Buyer in good faith claims to
services to be rendered or Goods to be furnished by Seller under be due from Seller, whether such claims arise under or outside this
this Order shall be rendered or furnished as an independent Order.
contractor, and Seller shall be solely responsible for the safe
conduct of the performance under this Order and for the protection 15. CANCELLATION OF ORDER – The Buyer may cancel
of all persons, premises or facilities involved in said performance. this Order in part or in its entirety prior to delivery by Seller. In
Seller shall provide all safeguards and take all necessary the event of such cancellation, Seller shall immediately stop work
precautions to prevent the occurrence of any accident, injury, death and shall cause any and all of its suppliers and subcontractors to
or loss of any person or property in the performance of this Order, immediately cease work. Subject to the terms of this Order, Seller
whether on Seller’s property, the Buyer’s property or elsewhere. shall be paid a percentage of the Order price reflecting the
All performance under this Order by Seller is at Seller’s risk as to percentage of the work performed prior to the notice of
the methods, processes, procedures and safe conduct of the work. termination, plus reasonable charges that Seller can demonstrate to
Before performing any work on the Buyer’s premises, Seller will the satisfaction of the Buyer using its standard record keeping
obtain (and thereafter maintain) the following insurance: (a) system, having resulting from the cancellation. Seller shall not be
Workers’ Compensation and Employer’s Liability Insurance in the paid for any work performed or cost incurred which reasonably
amount of $500,000 or the minimum limits required by law, could have been avoided or lost profits.
whichever is grater, with waiver of subrogation in favor of the
Buyer; (b) General Liability Insurance (including contractual, 16. SELLER’S INFORMATION – Any knowledge or
products and completed operations coverage) with bodily injury information which Seller has disclosed or may disclose hereafter to
limits of at least $1,000,000 per occurrence and $2,000,000 annual the Buyer incident to the placing and filling of this Order shall not
aggregate and with property damage limits of $1,000,000 per unless otherwise specifically agreed upon in writing by the Buyer,
occurrence; and (c) Automobile Liability Insurance with bodily be deemed to be confidential or proprietary information and
injury limits of at least $1,000,000 for any injuries to any person, accordingly shall be acquired free and from any restriction other
$1,000,000 for any one accident involving two or more persons, than restrictions imposed by patent rights. All copyrights to data
and property damage of not less than $1,000,000 per accident. generated by Seller under this Order belong to the Buyer.
Seller will assure that all of the foregoing insurance will identify
the Buyer as a certificate holder and additional named insured, and 17. PROPERTY – Seller shall be responsible and accountable
Seller will provide a certificate of insurance upon request for all Buyer owned property (“Furnished Property”). Seller shall
evidencing such coverage. Such insurance shall be primary to any maintain and follow a program for the use, maintenance, repair,
other insurance maintained by the Buyer. Seller will also assure protection and preservation of Furnished Property in accordance
that all certificates must provide ten (10) days notice to the Buyer with sound industrial practice. Seller shall maintain insurance
prior to cancellation or alteration of the insurance. fully covering all Furnished Property and Property acquired by
Seller for performance of this Order. If Furnished Property is not
11. INDEMNIFICATION – Seller will indemnify and defend delivered to Seller by the later of (i) the time stated in this Order
the Buyer and hold the Buyer harmless from and against all losses, for such delivery, or (ii) the time by which such property is
liabilities, damages, claims, demands, suits, actions, proceedings, essential for Seller to comply with the performance dates under
subrogation and expenses, including court costs and reasonable this Order, Seller shall be entitled to request and equitable
attorneys fees, arising from (a) death or injury to any person or adjustment under the provisions of paragraph 6, Changes.
damage to any property resulting or alleged to have resulted from
any defect in design, workmanship or materials or from any Title to material purchased from Seller’s suppliers or
negligence or malfeasance or breach of warranty in any way subcontractor(s) shall pass to and vest in the Buyer upon the
related to the Goods, (b) any claim that the manufacture, use, sale supplier’s or subcontractor’s delivery of such material; and title to
or resale of any Goods supplied hereunder infringes any patent all of the material shall pass to the vest in the Buyer upon the
(except to the extent such infringement is caused directly and earliest of (i) issuance of the material for use in performance of this
solely by detailed specification originated by the Buyer), and (c) Order, (ii) commencement of processing of the material or its use
arising out of Seller’s performance of this Order. Seller will, at the

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Gold Resource Corporation
Purchase Order Terms and Conditions
in performance of this Order, or (iii) reimbursement of the cost of
material by the Buyer.

Unless the Buyer and/or the owner of the Furnished Property, if


other than the Buyer (“the Owner”) otherwise expressly permits in
writing, Seller shall use Furnished Property only in the
performance of this Order. To the extent reasonably needed to
permit easy and reliable identification, or as may be reasonably
required by the owner, Seller shall mark, tag or segregate
Furnished Property. The Buyer and/or the Owner shall have
access at all reasonable time to the premises in which Furnished
Property is located for the purpose of inspecting the Furnished
Property. Seller shall promptly, and in no event more than ten 10
days of first learning of such event, inform the Buyer in writing of
any loss of or damage to Furnished Property. Unless otherwise
expressly provided in this Order, Seller assumes risk of, and shall
be fully responsible for any loss of destruction of, or damage to
Furnished Property. However, Seller is not responsible for
reasonable wear and tear of for Furnished Property properly
consumed in performance of this Order.

18. FORCE MAJEURE – Seller shall not be liable for failure or


delay in performance, which results, directly or indirectly, from
any cause or circumstance beyond its reasonable control. Such
causes or circumstances shall include, without limitation, acts of
God, acts or orders of any governmental authority, strikes or labor
disputes, natural disasters, civil disturbances, difficulties or delays
in transportation or delivery services, or other causes beyond the
reasonable control of Seller. Seller agrees to notify the Buyer of
any such failure or delay in performance as soon as practicable.

19. SECURITY – If Buyer makes an advance or progress


payment to Seller under the Purchase Order, upon Buyer’s request,
Seller agrees to execute a Security Agreement and Financing
Statement (both in form satisfactory to Buyer) granting a security
interest to Buyer effective in all states of fabrication or
manufacture, in the proceeds, raw materials and labor, engineering
deliverables, and goods which are purchased, manufactured, or
otherwise obtained pursuant to this Order. Seller retains a security
interest in goods and applicable proceeds thereof to the extent full
payment has not been made for delivered goods.

20. RIGHTS AND REMEDIES – The rights and remedies of


the Buyer provided in these terms and conditions are cumulative,
and are in addition to any other rights and remedies that the Buyer
may have at law or in equity. IN NO EVENT SHALL THE
BUYER BE LIABLE FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATIONS LOST PROFITS).

21. N0 DISCRIMINATION – Buyer is an Equal Employment


Opportunity/Affirmative Action employer subject to Executive
Order 11246. Seller agrees not to discriminate on the basis of race,
color, sex, national origin, religion, age, disability, Veteran status
or any other basis covered by applicable Law.

22. ENTIRE AGREEMENT – The terms and conditions set


forth herein, including all specifications, drawings and other
documents expressly referred to in the Order, contain the entire
agreement of the parties and supersede all prior negotiations,
agreements, understandings or arrangements between the parties
with respect to the subject matter hereof.

Gold Resource Corp.Purchase Order Terms & Conditions June 2007 3 of 3

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