HomeMy WebLinkAboutPR 21742: PURCHASE OF FAREBOXES City of Port Arthur
Transit Department
Memorandum
To: Ron Burton,City Manager
From: Ivan Mitchell,Transit Director
Date: February 4,2019
Re: P.R.21742—Genfare,Inc.(GFI)Od Farebox Purchase
Nature of Request: Authorize the City Manager to enter into agreement with Genfare, Inc. of Elk
Grove Village,Illinois to purchase fareboxes for Port Arthur Transit's(PAT).
Background: PAT utilizes GFI fareboxes on its fixed route vehicles. Fareboxes collect cash
fare, issue passes, and maintains operational data utilized for National Transit Database
reporting. PAT has purchased four (4) new electric vehicles that are scheduled to arrive in
April or May 2021. PAT does not have spare fareboxes so will be required to purchase four(4)
at a cost of$13,846.00 each and a freight charge of$180.00 for a total cost of$55,564.00.
Recommendation: It is recommended that the City Council approve proposed P.R.21742. This
resolution would authorize the City Manager to execute an agreement with Genfare,Inc.to purchase
fareboxes. The total cost would not exceed$55,564.00.
Budgetary/Fiscal Effect: Funding to pay for the purchase would come from 401-1509-561.92-00.
P.R.No. 21742
2/3/2021 IM
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER
INTO AN AGREEMENT WITH GENFARE, INC. OF ELK GROVE
VILLAGE, ILLINOIS TO PURCHASE FOUR (4) ODYSSEY
FAREBOXES FOR PORT ARTHUR TRANSIT. FUNDS AVAILABLE
IN ACCOUNT NO. 401-1509-561.92-00.
WHEREAS, Port Arthur Transit (PAT) utilizes fareboxes on fixed-route vehicles
to collect passenger fare and National Transit Database operational data; and,
WHEREAS, PAT has purchased and will receive four (4) new electric vehicles in
April or May of 2021, which will require four(4) new fareboxes; and,
WHEREAS, PAT's standard for farebox is Genfare Odyssey Farebox; and
WHEREAS, Genfare, Inc. is the sole source provider for the Genfare Odyssey Farebox
(see sole source letter attached hereto as Exhibit"A"); and,
WHEREAS, this procurement is exempt from the bid process under Texas Local
Government Code Section 252.022, General Exemptions (a) (7) (A), items that are available from
only one source because of patents, copyrights, secret processes, or natural monopolies and
General Exemptions(a) (7) (D) captive replacement parts or components for equipment; and,
WHEREAS, this purchase is also authorized by Procurement Policies and Procedures
Section 3-105 Sole Source Procurement, b) Compatibility— The product must match an existing
brand of equipment for compatibility and is available from only one supplier; and,
WHEREAS, PAT recommends that the City Council authorize the City Manager to enter
into an agreement with Genfare, Inc. for the purchase of four (4) new Odyssey Fareboxes in
the amount of$55,564.00, as delineated in Exhibit"B".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR, TEXAS:
P.R.No. 21742
2/3/2021 IM
THAT,the facts and opinions in the preamble are true and correct.
THAT,the City Manager is hereby authorized to enter into an agreement with Genfare,
Inc. of Elk Grove Village,Illinois,to purchase four(4)new Odyssey fareboxes for Port Arthur
Transit in the amount of $55,564.00, in substantially the same form as attached hereto as
Exhibit"B"; and,
THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City
Council.
READ,ADOPTED AND APPROVED this day of February,A.D.2021 at a Regular
Meeting of the City of Port Arthur, Texas by the following vote:
AYES:
Mayor:
Council members:
NOES:
Thurman"Bill" Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
l/l�
V 1 Tizeno, City orney
P.R.No. 21742
2/3/2021 IM
APPROVED FOR ADMINISTRATION: APPROVED AS TO AVAILABILITY OF
FUNDS:
401-1509-561.92-00
Ronald Burton Kandy Da 'el
City Manager Interim Director of Finance
/
4.
Ivan Mitchell Clifto Williams, CPPB
Transit Director Purchasing Manger
P.R. No. 21742
2/3/2021 IM
Exhibit "A"
GENFARE
February 10,2021
Port Arthur Transit
Attn:Craty Nellison
PO Box 1089
Port Arthur,TX 77640
Subject: SOLE SOURCE LETTER,GENFARE ODYSSEY FAREBOX
Dear Mr. Nellison:
In accordance with your request for information relative to the sole source nature of the Odyssey farebox
in use at Port Arthur Transit,Genfare uses proprietary custom coding and encryption as part of the
security system used in our equipment.This will assure system compatibility so that the equipment
continues to perform at the required level of reliability and accuracy.
Genfare also manufactures all of the parts and components used in the fare collection system equipment
in use at Port Arthur Transit. Many of these parts and components are custom made by Genfare using
special production techniques,tooling and set-ups.The mechanical and electrical components and parts
are made to our exact specifications and tested by Genfare to assure optimum performance and the
highest level of reliability.
Obviously,Genfare systems deal with cash and electronic revenue,therefore, it is imperative that
software and components utilized within the system are designed to maintain system integrity.
Genfare sells fareboxes and their related parts exclusively to Transit Authorities. Due to the nature of our
product,Genfare is considered to be sole source supplier of this equipment and their related
maintenance parts/service. It is to be noted that these prices represent"Most Favored Customer Prices"
and Genfare warrants that the prices charged to Port Arthur Transit will be equal to or less than prices
charged to other customers for similar parts or components.
All prices quoted are FOB Elk Grove Village, Illinois.Standard method of shipment is UPS Ground. If air
shipments are requested, customer will be liable for air charges.Genfare payment terms are Net 30 Days.
Sincerely,
iliS)
Terese Gillum
Contracts Administrator
Genfare 800 Arthur Avenue,Elk Grove Village,IL 60007 www.genfare.com
P.R. No. 21742
2/3/2021 I M
Exhibit "B"
GENFARE
GENFARE PURCHASE ORDER ACKNOWLEDGMENT
December 23, 2020
Dear C.Nellison,
Genfare acknowledges, accepts and thanks you for your purchase order listed below,which has been entered
into our production schedule.
Your Company Name: Port Arthur Transit
PO No:
Genfare Quote No: 5032301
Product: Odyssey Fareboxes
Delivery: ASAP
Please address correspondence relating to this order to our office at:
Genfare
800 Arthur Avenue
Elk Grove Village, IL 60007
Sincerely,
At...C2,44-----
Terese
Gillum
Contract Administrator
Unless otherwise expressly stated herein and in the terms of Genfare's quotation, this transaction shall be
governed solely and exclusively by Genfare Standard Terms And Conditions Of Sale,which are available at
https://www.genfare.com/terms-and-conditions/and incorporated herein by reference. Our acceptance of your
purchase order is expressly made conditional on your assent to these terms and conditions.
ANY STEPS TAKEN BY GENFARE IN FURTHERANCE OF YOUR ORDER PRIOR TO GENFARE ACTUALLY ACCEPTING
YOUR PURCHASE ORDER ARE MERELY AN ACCOMMODATION ON OUR PART AND SHALL NOT BE AN
ACCEPTANCE OF YOUR PURCHASE ORDER OR YOUR TERMS AND CONDITIONS OR TO OTHERWISE BIND OR
OBLIGATE GENFARE IN CONNECTION THEREWITH.
Accepted by:
Signature/Date
Printed Name:
Letter Revised 1/16/18
Gen fare Page 1 of 4
G E N FAR E A Division of SPX Corporation
800 Arthur Ave Sales Quotation
Elk Grove Village, IL 60007
Ph: (847)593-8855 Information
Fax:(847) 758-4998 Sales Quote No. 5032778
Document Date 02/03/2021
Sold-To-Party Customer No. 4420
Port Arthur Transit Currency USD
PO Box 1089 Contact Name
Port Arthur TX 77640 Phone 409-983-8776
FAX 409-983-8609
EMAIL transitshop@portarthur.net
Ship-To-Party Validity Start Date 02/03/2021
PORT ARTHUR TRANSIT Validity End Date 02/12/2021
320 Dallas Ave. Req Ship Date 05/28/2021
PORT ARTHUR TX 77640
End User
Port Arthur Transit
PO Box 1089
Port Arthur TX 77640
Item Material Quantity Price Amount
10 ODYSSEY 4 EA 13,846.00 USD 55,384.00
41" ODYSSEY FAREBOX
With the following configuration
FAREBOX HEIGHT 41 INCHES
OCU CABLE ORIENTATION REAR EXIT
CASHBOX HEIGHT TALL
TRIM YES
TOKENS NO
SWIPE CARD READER YES
SMART CARD READER NONE
CONTROL UNIT OCU
OCU CABLE FB TO OCU 4FT-90 DEG CONNECTOR
20 FREIGHT 1 EA 180.00 USD 180.00
Freight
Gross Value: 55,564.00
Total Tax:
Customer Signature: Date:
vtoSignature: """"`�64/ Date:02/04/2021
Sales Representative: Larry Chefalo Phone: 847-871-1130
Email: larry.chefalo@spx.com
Genfare Price Quotation Summary Terms&Conditions:All prices are valid for 90 days from the Document Date unless otherwise noted above.
Delivery will be made within 120 After Receipt of Order(ARO)unless otherwise noted above. Prices do not include any state or local taxes or freight charges unless
specifically listed. Regardless of any taxes included above,applicable taxes due are determined as of the date of sale. All price quotations are subject to and shall be
governed solely and exclusively by the Genfare Standard Terms And Conditions Of Sale,a copy of which is attached and incorporated herein.
Genfare Page 2 of 4
G E N FA R E A Division of SPX Corporation
800 Arthur Ave Sales Quotation
Elk Grove Village, IL 60007
Ph: (847)593-8855 Information
Fax:(847) 758-4998 Sales Quote No. 5032778
Document Date 02/03/2021
Sold-To-Party Customer No. 4420
Port Arthur Transit Currency USD
PO Box 1089 Contact Name
Port Arthur TX 77640 Phone 409-983-8776
FAX 409-983-8609
EMAIL transitshop@portarthur.net
Ship-To-Party Validity Start Date 02/03/2021
PORT ARTHUR TRANSIT Validity End Date 02/12/2021
320 Dallas Ave. Req Ship Date 05/28/2021
PORT ARTHUR TX 77640
End User
Port Arthur Transit
PO Box 1089
Port Arthur TX 77640
Final Amount: 55,564 00
Customer Signature: Date:
60€`�awu.rcL
Signature: Date:02/04/2021
Sales Representative: Larry Chefalo Phone: 847-871-1130
Email: larry.chefalo@spx.com
Genfare Price Quotation Summary Terms&Conditions:All prices are valid for 90 days from the Document Date unless otherwise noted above.
Delivery will be made within 120 After Receipt of Order(ARO)unless otherwise noted above. Prices do not include any state or local taxes or freight charges unless
specifically listed. Regardless of any taxes included above,applicable taxes due are determined as of the date of sale. All price quotations are subject to and shall be
governed solely and exclusively by the Genfare Standard Terms And Conditions Of Sale,a copy of which is attached and incorporated herein.
TERMS AND CONDITIONS OF SALE
1.GENERAL. Unless otherwise agreed in writing by Genfare,the Quotation,these Terms and Conditions of Sale(including the attached Warranty),the Order Acknowledgment(if issued)and the Software License(for any licensed
Software),constitute the entire agreement between Genfare and Customer(the"Agreement')and are the exclusive terms and conditions governing the underlying order and shall apply in precedence over any such other terms and
conditions,or otherwise under any applicable law.The Software Is licensed to Customer under the Genfare Software License in effect at the time of purchase of such Software. Genfare's Services Agreement shall be the sole document
governing any Software subscriptions purchased by Customer from Genfare.ANY ADDITIONAL OR INCONSISTENT TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUMENT OF CUSTOMER ARE
OBJECTED TO BY GENFARE AND SHALL NOT BE EFFECTIVE OR BINDING AS TO GENFARE UNLESS AGREED TO IN A WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF GENFARE. Genfare shall sell to
Customer,and Customer shall purchase from Genfare,the equipment Identified in the Quotation(the'Equipment')and a license to certain software identified in the Quotation or embedded in the Equipment(the'Software')in accordance
with the Agreement(the Equipment and Software collectively referred to as the"Products"). Genfare accepts Customer's purchase orders for Products and agrees to deliver the Products to Customer only on the terms of the Agreement.
Genfare's acceptance of Customer's purchase order is expressly made conditional on Customer's assent to the Agreement No variation of the Agreement shall be binding unless agreed to in writing by authorized representatives of
Genfare and Customer.The following provisions of these Terms and Conditions of Sale shall survive termination of the Agreement for whatever reason:Sections 1,3,6,7,8,9,11,12,15 and 16.
2.SHIPPING 8 INSURANCE. Genfare shall arrange shipping and insurance and shall bill Customer for the Products with the shipping and insurance costs as separate items,on an Invoice("Invoice"). Subject to other provisions of the
Agreement,Genfare shall ship the Products to Customer on the agreed upon Shipping Date.
3.TERMS OF PAYMENT. Genlare may require certain payments to be made prior to delivery of Products or other services. Notwithstanding the preceding sentence,Customer shall pay for all Products,fees,shipping,Insurance,and
where agreed,all duties and taxes net 30 days from date of Invoice. However,if the parties have agreed that the Products are to be installed by Genfare,Customer shall pay 90%of the total cost of each Product upon shipping of the
Product and 10%upon installation of the Product.All services are invoiced at 100%. If Customer fails to pay any Invoice when due,Genfare may,without prejudice to any other remedy,postpone shipments,alter payment terms,terminate
the Agreement and charge interest on all overdue amounts at the rate of 1.5%per month compounded monthly(or if less,the maximum rate allowed by law).Upon demand,Customer shall pay all such interest charges and all reasonable
collection fees,including reasonable legal expenses.
4.TRANSFER OF TITLE AND RISK OF LOSS;DELIVERY. All products will be shipped FOB Destination. Risk of loss and title to all Products shall pass to Customer,free of encumbrances,at the time of delivery to Customers
destination. Genfare will endeavor to meet any estimated or firm delivery dates requested by Customer,but shall not be liable in damages or otherwise,nor shall Customer be relieved of performance under the Agreement,because of
failure to meet them.
5.CHANGES TO SPECIFICATIONS.Genfare may,without notice to Customer,make changes to the specifications of the Products which do not materially affect the quality or performance of the Products.
6.ACCEPTANCE,RETURNS AND EXCHANGES.The Products and services shall be deemed accepted,and any attempt by Customer to reject an order or shipment of Products shall be waived and not enforceable,unless:(i)Customer
has promptly inspected the Products and services,and written notice from Customer of any defect has been received by Genfare within thirty(30)days following any delivery of Products or performance of services.The return of defective
Products Is covered by the Warranty as described in Attachment A.
Return/Exchange Procedures.Customer may only return a Product which is not defective If:(a)the Product does not correspond to the Products ordered in the Agreement(a'Return"),or(b)the Product has been ordered in error by the
Customer and Genfare has granted written permission to Customer to remedy its mistake by ordering the correct equipment or software and returning the Product(an"Exchange").The party liable for all shipping,Insurance and any other
expenses incurred by Customer in returning the Product pursuant to the preceding sentence and for all loss or damage to the Product until received by Genfare,shall be Genfare for Returns and Customer for Exchanges. If Customer
returns the Product in accordance with these Procedures in an undamaged condition,in the original configuration and,where appropriate,in the original packing,before the later of: (I)21 days after the date of the Invoice for that Product;
and(ii)the date of substantial completion of installation of the Product by Genlare,Genfare shall:(A)for Returns,issue a credit to Customer for the full Invoice price of the returned Product or(B)for Exchanges,issue a credit to Customer
for the full Invoice price of the returned Product less:(I)a restocking fee of 25%of the Invoice price;and(II)the original shipping and insurance cost as shown on the Invoice. If Customer does not comply with the Procedures in this Section
for Returns and Exchanges,Customer shall pay the full amount of the Invoice.
7. CUSTOMER POSTPONEMENT OF SCHEDULED SHIPPING DATE. It Genfare receives a request from Customer to delay the Shipping Date(a)30 days or more prior to the Shipping Date,Genfare may postpone the Shipping Date
and may charge Customer 2%of the net Agreement total for each full or partial month the Shipping Date is delayed or(b)less than 30 days poor to the Shipping Date,Genfare may treat the Agreement as canceled and may bill Customer In
accordance with the provisions of Section 8.
8.CANCELLATION.If Customer cancels an Agreement before the
Shipping Date,Genlare may charge Customer a cancellation charge calculated by multiplying the following applicable percentage by the Agreement total(as shown on the Quotation/Order Acknowledgment): (a)if cancelled 40 business
days or more before Shipping Date,the applicable percentage is 25%,and(5)If cancelled 39 business days or less before Shipping Dale,the applicable percentage is 50%. In addition to the applicable percentage charge,If Customer
cancels all or part of the order without cause,Customer will reimburse Genfare for(i)Genfare's expenses Incurred to fulfil the order through the cancellation dale,including,without limitation,materials and labor.If Customers order includes
special order Products or vendor Products,Genfare may also charge,in addition to the other amounts set forth in this Section 8,(A)for special order Products,100%of the amount shown on the Quotation/Order Acknowledgment for that
Product;and(B)for vendor Products,the lesser of 100%of the cost to Genfare of vendor Product;or,if the vendor accepts the return of its Product the restocking charge levied by the vendor. Customer shall pay all cancellation charges
within 30 days of receipt of Invoice.
9.FORCE MAJEURE.To the extent that either party is not able to perform an obligation under this Agreement due to fire,flood,acts of God,severe weather conditions,strikes or labor disputes,war or other violence,acts of terrorism,any
law or order of any govemmental agency,or other cause beyond that party's reasonable control('Force Majeure"),that party may be excused from such performance so long as such party provides the other party with prompt written notice
describing the condition and takes reasonable steps to avoid or remove such causes of nonperformance and promptly continues performance whenever and to the extent such causes are removed.
10. INSTALLATION. If Installation is purchased,Customer shall complete all of the action necessary to prepare Customer's premises for the Installation of Products prior to the scheduled installation dale. If Customer complies with the
preceding sentence,Genfare's authorized technicians shall commence the installation of Products on the scheduled installation date. Genfare may invoice Customer for an amount in addition to the installation charge specified on the
Quotation/Order Acknowledgment if Genfare incurs additional installation costs as a result of Customer's failure to have the site,other manufacturers'equipment or Products ready for Genfare's technicians on the scheduled installation date.
11.WARRANTY.All Products are covered by Genfare's Standard
Warranty as described in Attachment A attached hereto and incorporated herein.
12. WAIVER OF CONSEQUENTIAL DAMAGES;LIMITATION OF LIABILITY.Notwithstanding anything in this Agreement to the contrary,to the fullest extent permitted by applicable law,Genfare will not be liable for damages related to
any business interruption or loss of profit,increased operating costs,anticipated savings,data,contract,goodwill or the like or for incidental,special,indirect or consequential damages of any nature under any theory of relief,including,
without limitation,breach of warranty,breach of contract,tort(Including negligence),and strict liability,arising out of or related to Sellers acts or omissions. Under no circumstances shall Genfare's liability to Customer exceed the contract
price for the specific goods and services upon which such liability is based.Any action for breach of contract or otherwise must be commenced within one(1)year after the cause of action has accrued.
13. INDEMNIFICATION. Genlare agrees to indemnify and hold harmless Customer,its elected and appointed officers and employees,from and against any and all claims,demands,defense costs,liability or damages brought by Third
parties and to the extent arising solely from:(a)personal injury or property damage resulting directly from Genlare's(or Genfare's subcontractors,if any),negligent acts,errors or omissions or willful misconduct or(b)any actual infringement
by Genfare of a patent,trademark,copyright,trade secretor other Intellectual or proprietary rights regarding the Products(except to the extent resulting from Customer's combination of Genfare's products with other products or services not
provided by Genfare). Notwithstanding the foregoing,there shall be no Indemnification hereunder by Genfare as to any losses caused by the negligence or fault of Customer or any of Cs officers,employees or agents. If Customer shall
claim indemnification hereunder,Customer shall notify Genfare in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail.Genfare agrees to assume the defense of any such claim
and to defend the same at Genfare's expense. The parties agree to reasonably cooperate with each other on any such claims. If the Customer desires to participate In the defense,then Customer shall have the right to do so through
counsel of its own choosing,provided that Customer will be responsible for all of its costs in so doing.
14.INSURANCE.Genfare shall maintain insurance coverage
consistent with its existing programs but shall not name Customer as an additional insured nor will Genfare or its insurers be obligated to waive any rights of subrogation Genfare or such insurers may have against Customer or Its affiliates.
Genlare shall use commercially reasonable efforts to provide Customer with written notice of cancellation of any applicable policy thirty(30)days poor to the effective cancellation date of such policy,but failure to do so shall impose no
obligation or liability upon Genlare or Its insurers,agents or representatives.Genlare shall provide Customer with Its standard certificate of insurance upon request.
15.NOTICE.All requests,instructions and notices from one party to the other must be in writing and may be given via registered post or facsimile transmission to the address of the parties shown on the Quotation/Order Acknowledgment.
16. MISCELLANEOUS. No waiver by Genlare of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.Any provision of the Agreement which is,or is deemed to be,
unenforceable in any jurisdiction shall be severable from the Agreement in that jurisdiction without in any way invalidating the remaining provisions of the Agreement,and that unenforceability shall not make that provision unenforceable in
any other jurisdiction.The rights which accrue to Genlare by virtue of the Agreement shall endure for the benefit of and be binding upon the successors and assigns of Genlare.The Agreement shall be govemed by the laws of the State of
Illinois,however Genlare may enforce the provisions of the Agreement In accordance with the laws of the jurisdiction in which the Products are situated. The United Nations Convention on the Sale of Goods(the Vienna Convention)shall
not apply to the Agreement.
ATTACHMENT A-WARRANTY
1.GENERAL TERMS
1.1 Subject to the provisions of this Warranty,Genlare warrants that the equipment and software described in Paragraph 1.2 shall conform to their specifications in all material respects and that the equipment shall be free from material
defects in materials and workmanship.
1.2This Warranty applies to all original purchases of new Genfare suppled equipment and spare parts,including licensed software(collectively the"Equipment").This Warranty does not apply to any subscriptions purchased by customer.
1.3The"Warranty Period"shall begin on the earliest of(a)the date of delivery of the Equipment if the equipment is not to be installed,(b)the date of installation completion by a Genfare,or Genfare approved technician,or(c)the date the
Equipment is placed into revenue service,and shall end(y)twelve(12)months thereafter for equipment purchases and(z)ninety(90)days thereafter for any spare parts purchases;provided,however,that the Warranty Period for
Equipment purchased under Genfare's Upgrade/Reconditioning Program that has been reconditioned or refurbished shall end 6 months after commencement,unless otherwise specified In writing by Genfare.
2.RETURN OF EQUIPMENT UNDER WARRANTY
2.1If an item of Equipment malfunctions or tails in normal use within the applicable Warranty Period:
2.2Customer shall promptly notify Genlare of the problem and the serial number of the defective item;
(a)Genfare shall,at Its option,either resolve the problem over the telephone,or provide Customer with authorization to ship the defective item to Genfare;
(b)if Genfare provides Customer with authorization to ship the defective item to Genfare,Customer shall attach a return tag with a description of the fault.Customer shall,at its cost,properly pack the item to be returned,prepay the
Insurance and shipping charges,and ship the item to the specified Genfare Service Center;
(c)Genf are shall either repair or replace the returned item.The replacement item may be new or refurbished;if refurbished,it shall be equivalent in operation to new Equipment.If a retumed item Is replaced by Genfare,the Customer
agrees that the returned item shall become the property of Genfare;
(d)Genfare shall,at its cost,ship the repaired item or replacement to the Customer. If the Customer has requested express shipping,the Customer shall pay Genfare an expediting fee.
2.2Equipment which Is repaired or replaced by Genfare under this Warranty shall be covered under all of the provisions of this Warranty for the remainder of the applicable Warranty Period or ninety(90)days from the date of repair or
replacement,whichever is longer.
2.3A failure is defined as a malfunction of a given device or component in the Equipment that renders the Equipment inoperative and/or unsuitable for the intended purpose.
2.41t is understood that Genfare shall be responsible for the costs of all materials and labor,except as provided herein.It is further understood that the costs of discovery of the problem associated with a given item of Equipment and the
costs associated with the removal and installation of the defective part shall be the responsibility of Customer.
3.TELEPHONE TECHNICAL ASSISTANCE. During the applicable Warranty Period,Genfare shall provide the Customer with over-the-telephone technical fault analysis. Genfare shall not charge Customer for the first ten(10)calls per
location per month,and may charge Customer for all additional calls.
4. UPGRADES. During the applicable Warranty Period,Genlare shall,at no charge,provide Customer with non-feature software updates to the version of Software Installed at the Customer's location and,If the Equipment is sent to
Genfare for Warranty repair,those revision level updates deemed necessary by Genfare. Non-feature software updates and revision level updates do not generally Include additional equipment,such as hardware memory,which enables
the upgrades to function in the existing Equipment of Customer.Customer may purchase this additional equipment from Genfare.
5.DEFAULT AND TERMINATION.Genfare may immediately terminate this Warranty and all of its performance under this Warranty,upon notification to Customer,if Customer:(a)makes any unauthorized modifications to the Equipment;
(b)assigns or transfers the Customer's rights or obligations under this Warranty without the prior written consent of Genfare;(c)becomes bankrupt or Insolvent,or Is put into receivership;or(d)has not paid Genfare all amounts for services,
advance replacement parts supplied under this Warranty,or other additional charges within thirty(30)days of receipt of written notice from Genfare.If this Warranty is terminated by Genfare,Customer shall remain liable for all amounts due
to Genfare.
6. LIMITATIONS AND QUALIFICATIONS OF WARRANTY. This Warranty does not apply to normal consumable items,items which are replaced in usual and scheduled preventative maintenance such as light bulbs,nor does it apply to
any damage,defect or failure caused by:
(a)any part of the Equipment having been modified,adapted,Transported or relocated by any person other than Genfare personnel,a Genfare authorized service agent or Genfare approved technician without Genfare's prior written
consent;
(b)Improper installation,operation or maintenance by Customer ora third party;
(c)storage or environmental characteristics which do not conform to the applicable sections of the appropriate Genfare Equipment Manual;
(d)failure to conform with the Equipment Operating Instructions in the applicable Genfare Equipment Manual;
(e)inaccurate or incomplete information or data supplied or approved by Customer,
(f)external causes,including external electrical stress or lightning,or use In conjunction with incompatible equipment,unless such use was with Genfare's prior written consent;
(g)cosmetic damage;
(h)accidental damage,negligence,neglect,mishandling,abuse or misuse,other than by Genfare personnel,a Genfare authorized service agent or Genfare approved technician;or
(i)Force Majeure(as defined in Genfare's Terms and Conditions of Sale).
7. LIMITATION ON DAMAGES.
7.1 THE WARRANTY STATED HEREIN ARE THE CUSTOMER'S SOLE AND EXCLUSIVE WARRANTY FOR THE EQUIPMENT.GENFARE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND,EXPRESS OR
IMPLIED,INCLUDING,BUT NOT LIMITED TO,ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND OF MERCHANTABILITY.
7.2EXCEPT AS OTHERWISE EXPRESSLY AGREED BY THE PARTIES,GENFARE SHALL NOT BE LIABLE IN TORT,INCLUDING LIABILITY IN NEGLIGENCE OR STRICT LIABILITY,AND SHALL HAVE NO LIABILITY AT ALL FOR
INJURY TO PERSONS OR PROPERTY.GENFARE'S LIABILITY FOR FAILURE TO FULFILL ITS OBLIGATIONS UNDER THIS WARRANTY OR ANY OTHER LIABILITY UNDER OR IN CONNECTION WITH THE EQUIPMENT SHALL
BE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE OF THE EQUIPMENT.
7.3EVEN IF GENFARE HAS BEEN ADVISED OF THE POSSIBILITY OF THEM,GENFARE SHALL NOT BE LIABLE FOR ANY INDIRECT,INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES,INCLUDING LOST PROFITS AND
REVENUES,FAILURE TO REALIZE EXPECTED SAVINGS,ANY CLAIM AGAINST A CUSTOMER BY A THIRD PARTY,OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND.