Item 4C - Memo4C- 1
City of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
M E M O R A N D U M
December 6, 2022
TO: Shana K. Yelverton, City Manager
FROM: Michael Starr, Fire Chief
SUBJECT: Item 4C Approve purchase of one Gemini & SPRD-ER
Bundle from Thermo Scientific Portable Analytical Instruments
Inc. not to exceed $100,000.00.
Action Requested: The purpose of this item is to seek City Council approval for purchase of
one Gemini & SPRD-ER Bundle for the North East Response Team and
Southlake EOD unit from Thermo Scientific Portable Analytical
Instruments Inc. not to exceed $100,000.00
Background
Information: The equipment to be purchased will be covered under the Homeland
Security Grant Program (HSGP). The Southlake Office of Emergency
Management has submitted and been approved grant funding to
purchase a Thermo Scientific Gemini Identification Detector. Grant
funding has been approved through the State of Texas and Council
resolution 22-032 signed on the 1st of November 2022.
The purchase equipment will allow the Northeast Explosives Response
Team (NERT) to identify unknown chemical substances by purchasing a
handheld chemical detector. By identifying the unknown substance,
NERT will be able to accurately assess evacuation distance criteria along
with render safe options. This identification will also allow NERT to make
accurate decisions on whether this is a harmless event or a possible act
of terrorism. By knowing this information, NERT Bomb squad can rate
the level of hazard to the community at soft targets like polling stations
and community events. It also gives the bomb technician vital information
on large scale evacuations vs shelter in place options.
Financial
Considerations: Grant funding will be available for dispersal once procurement of the item
is verified. The grant amounts awarded for 2022 total $100,000.00 and
will allow the NERT/Southlake EOD Unit to purchase one detection unit
with training for personnel. All City of Southlake and Federal purchasing
guidelines will be adhered to.
Strategic Link: C1 - Achieve the highest standards of safety & security.
Citizen Input/
Board Review: N/A
4C- 2
City of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
Legal Review: N/A
Alternatives: Deny purchase and return grant funding.
Supporting
Documents: GSA Cooperative purchasing Document and quote from vendor verifying
GSA pricing.
Staff
Recommendation: Approve the purchase of one Gemini & SPRD-ER Bundle from Thermo
Scientific Portable Analytical Instruments Inc.
Page 1 / 8
When applicable, commodities, technology, or software to be provided in furtherance of this order shall be exported from the United States in
accordance with applicable U.S export laws or regulations. Diversion contrary to US law prohibited. Unless otherwise agreed to in writing, Thermo
Scientific Portable Analytical Instruments Inc. terms and conditions shall apply and take precedence.
Sales Quotation
Quote Number Created Date Exp. Delivery Terms Page
00288439 11/08/2022 ARO 1 / 8
Contact:Phone Payment Term Valid To
Scott Fitzpatrick (979) 777-2874 Net 30 12/26/2022
Inco Terms Shipping Method
FOB Origin - Tewksbury, MA Fed Ex 2nd Day
Thermo Scientific Portable
Analytical Instruments Inc.
2 Radcliff Rd
Tewksbury, Massachusetts 01876
United States
Submitted To:
Amanda Meneses
Emergency Management
City of Southlake (TX)
600 State Street
Southlake, Texas 76092
United States
Phone: (817) 748-8903
Email: ameneses@ci.southlake.tx.us
THANK YOU FOR YOUR INTEREST IN THERMO SCIENTIFIC
INSTRUMENTATION To Place an Order:
Contact: Scott Fitzpatrick
Phone: (979) 777-2874
Fax:
Email: scott.fitzpatrick@thermofisher.com
Additional instructions, terms & conditions on last page
GSA Contract No. GS-07F-6099R
Contract period: March 26, 2010 - September 28, 2025
SIN 334519
SIN 339999E
When placing a purchase order against this quote, please use the Mandatory PO language for state/local orders using the Cooperative
Purchasing Program as follows:
"This order is placed under GSA contract number GS-07F-6099R under the authority of the GSA Cooperative Purchasing Program. In the event of a
conflict between the terms of this order and those of the GSA Schedule, GSA's terms shall govern."
Pos. Product Code Product Name Disc % Sales Price Quantity Total Price
1.00 800-05261-01 Gemini & SPRD-ER Bundle - One (1) Year
Warranty/Support (Gemini Only)
6.30% USD 89,673.55 1.00 USD 89,673.55
List Price: USD 95,700.00
GSA Item
Gemini: Rugged handheld system integrating Raman and FTIR
spectroscopy for the identification of unknown solid and liquid chemicals
and explosives. Including 1 year Warranty and Support, and On-Site
Training within the Continental United States (CONUS; One 4-hour
course per instrument for up to 12 students. Expires 9 months after the
date of purchase).
RadEye SPRD-ER: Spectroscopic personal radiation detector for
emergency response professionals, the package includes Lutetium Test
Adapter, Desktop holder + USB connection cable, Software package
RadEye.exe + RadEyeSpectra, Holster and spare AAA batteries
2.00 820-05121-01 Gemini Warranty - 1 Year 6.30% USD 4,347.81 2.00 USD 8,695.62
4- C
Page 2 / 8
When applicable, commodities, technology, or software to be provided in furtherance of this order shall be exported from the United States in
accordance with applicable U.S export laws or regulations. Diversion contrary to US law prohibited. Unless otherwise agreed to in writing, Thermo
Scientific Portable Analytical Instruments Inc. terms and conditions shall apply and take precedence.
List Price: USD 4,640.00
GSA Item Hardware Warranty. Products returned to the factory will be quickly
repaired and returned after receipt.
3.00 800-02981-01 LowDoseID Software/Hardware Upgrade,
English
100.00%USD 0.00 1.00 USD 0.00
List Price: USD 15,600.00
Open Market Item
LowDoseID: Upgrade package for the Gemini handheld chemical
analyzer with Screener software, H-stick adapter, (20) H-sticks, and (20)
vials containing 1.0 ml of methanol.
4.00 810-02551-01 Gemini Test Kit (100), English 0.00%USD 634.00 1.00 USD 634.00
List Price: USD 634.00
Open Market Item
Gemini Test Kit (100): Type-H with Methanol vials, for identification of
low concentration chemicals. Kit includes (100) Test Sticks, and (100)
1.0 ml Methanol vials, compatible with LowDoseID enhanced Gemini.
English labels.
5.00 400-01161-01 Vials (100) in box 0.00%USD 218.00 3.00 USD 654.00
List Price: USD 218.00
Open Market Item Accessories
6.00 580-03141-01 Silicone Self Check Samples, TruDefender -
Pack of 3
0.00%USD 27.00 3.00 USD 81.00
List Price: USD 27.00
Open Market Item Accessories
7.00 580-12641 POWER SUPPLY,36W,UNIVERSAL
INPUT,12V @ 3.0A OUTPUT,3.5x1.1x9mm
RIGHT ANGLE POWER PLUG,UNIVERSAL
KIT
0.00%USD 77.00 1.00 USD 77.00
List Price: USD 77.00
Open Market Item POWER SUPPLY,36W,UNIVERSAL INPUT,12V @ 3.0A
OUTPUT,3.5x1.1x9mm RIGHT ANGLE POWER PLUG,UNIVERSAL KIT
Subtotal:USD 99,815.17
Surcharge Total:USD .00
Discount:USD 22,210.83
Total:USD 99,815.17
Important Note: Please issue POs to Thermo Scientific Portable Analytical Instruments Inc
Federal Tax ID No.: 01-0650031
CAGE CODE: 392A9
DUNS #: 11-289-3131
Bank of America ABA# for Wire Payments: 026 009 593
Bank of America ABA# for ACH Payments: 111 000 012
Beneficiary Account Number: 4426843850
Page 3 / 8
When applicable, commodities, technology, or software to be provided in furtherance of this order shall be exported from the United States in
accordance with applicable U.S export laws or regulations. Diversion contrary to US law prohibited. Unless otherwise agreed to in writing, Thermo
Scientific Portable Analytical Instruments Inc. terms and conditions shall apply and take precedence.
Acceptance of Purchase
By signing below, you (i) warrant that you are an authorized representative of your company, (ii) agree that the Thermo Scientific Portable Analytical Instruments Inc. Terms and Conditions of Sale
attached hereto (the “Terms and Conditions”) shall supersede any preprinted terms and conditions, in their entirety, contained in any purchase order that your company issues and (iii) the Terms and
Conditions shall exclusively govern the transaction(s) contemplated hereby
___________________________________ ___________________________________ ___________________________________
Signature of authorized company representative Date Phone#
___________________________________ ___________________________________ ___________________________________
Print Name Title Email
___________________________________ ___________________________________ ___________________________________
Model # Amount + S&H Purchase Order Number
E-mail to: pai.sales.ops@thermofisher.com Fax to: 1-877-680-2568
Order Processing Address: Remit check Payment To:
scott.fitzpatrick@thermofisher.com Thermo Scientific Portable Analytical Instruments Inc
Thermo Scientific Portable Analytical Instruments Inc PO Box 415918
2 Radcliff Road Boston, MA 02241-415918
Tewksbury, MA 01876
Payment Details
Method of Payment Sales Tax Application
Net 30 (Attach Credit Application & Credit References) Yes Apply Sales Tax
Credit Card No
Check - If no, you must provide a copy of your tax exemption certificate along with your purchase order.
Wire Transfer
**Please contact your customer service representative with your credit card information. (Do not send any credit card info via email or fax.)**
Address Verification
Please make corrections if necessary below:
Bill to:Ship to:
600 State Street 600 State Street
Southlake, Texas 76092 Southlake, Texas 76092
United States United States
Page 4 / 8
When applicable, commodities, technology, or software to be provided in furtherance of this order shall be exported from the United States in
accordance with applicable U.S export laws or regulations. Diversion contrary to US law prohibited. Unless otherwise agreed to in writing, Thermo
Scientific Portable Analytical Instruments Inc. terms and conditions shall apply and take precedence.
Additional Options / Accessories
Please use the space below to note any additional options and/or accessories you wish to add from the attached sheets that are not included in the above
quotation.
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
THERMO SC ENT C PORTABLE ANALYTICAL INSTRUMENTS INC – TERMS AND CO TIONS OF SALE I IFI NDI
Last revised November 2019
UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
1. . Thermo Scientific Portable Analytical Instruments Inc (“Seller”) hereby offers for sale to the buyer named on the face hereofGENERAL
("Buyer") the products listed on the face hereof (the "Products") on the express condition that Buyer agrees to accept and be bound by the
terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and
conditions in this agreement (the “Agreement”) differ from the terms of Buyer’s offer, this document shall be construed as a counter offer and
shall not be effective as an acceptance of Buyer’s document. Buyer’s receipt of Products or Seller’s commencement of the services provided
hereunder will constitute Buyer’s acceptance of this Agreement. This is the complete and exclusive statement of the contract between Seller
and Buyer with respect to Buyer's purchase of the Products. No waiver, consent, modification, amendment or change of the terms contained
herein shall be binding unless in writing and signed by Seller and Buyer. Seller's failure to object to terms contained in any subsequent
communication from Buyer will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing by an
authorized representative of Seller.
2. . All prices published by Seller or quoted by Seller’s representatives may be changed at any time without notice. All prices quoted byPRICE
Seller or Seller’s representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified
by Seller or, if no price has been specified or quoted, will be Seller's price in effect at the time of shipment. All prices are subject to adjustment
on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions, which are not
part of Seller's original price quotation.
3. . Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect toTAXES AND OTHER CHARGES
the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption,
Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction. Buyer shall be solely responsible for
obtaining any and all necessary licenses, registrations, certificates, permits, approvals or other authorizations required by federal, state or local
statute, law or regulation pertaining to the use or possession of the products contemplated herein that include radioactive isotopes, or x-ray
tubes if any.
Buyer shall pay Seller such surcharges, or other fees, in respect of the sale of Products hereunder as Seller deems necessary and appropriate
(in Seller’s sole, good-faith, reasonable discretion) to account for changes in the cost to product, develop, market, or sell the Products to Buyer
hereunder (whether as the result of the imposition of tariffs or otherwise). All such surcharges must be paid by Buyer in accordance with the
payment terms set forth herein. Buyer agrees that such surcharges, or other fees, or any termination thereof, shall take effect immediately upon
written notice thereof by Seller to Buyer. In the event that Seller’s quote and/or order acknowledgement set forth surcharges, those documents
shall be considered adequate written notice to Buyer that said surcharges are Buyer’s responsibility. Any such surcharges shall not constitute
an increase in the Price(s) of any Products or Services sold under this Agreement
4. . Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with theTERMS OF PAYMENT
terms on the face hereof. If no payment terms are stated on the face hereof, payment shall be net thirty (30) days from the date of invoice. If
Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per
month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys'
fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller's rights hereunder.
Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at any time that
Seller believes in good faith that Buyer's financial condition does not justify the terms of payment specified. All payments shall be made in U.S.
Dollars.
5. . The Products will be shipped to the destination specified by Buyer, F.O.B. shippingDELIVERY CANCELLATION OR CHANGES BY BUYER
point. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller
reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller
when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any
loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control. In the
event of a delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order or to reschedule the
shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the
result of such delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in storage by Seller at
Buyer's risk and expense and for Buyer's account. Orders in process may be canceled only with Seller's written consent and upon payment of
Seller's cancellation charges. Orders in process may not be changed except with Seller's written consent and upon agreement by the parties as
an appropriate adjustment in the purchase price therefor. Credit will not be allowed for Products returned without prior written consent of seller.
6. . Buyer must obtain permission from Seller prior to returning Products. The request mustRETURN OF PRODUCTS/RESTOCKING CHARGE
be received within ten (10) days of receipt of the Products. Older items, service parts, and discontinued items cannot be returned for credit. In
order to obtain a RMA number, Buyer must contact Seller’s customer support. Seller, in its discretion, may impose a twenty (20%) percent
restocking charge of the price paid for any item authorized for return for credit
7. Notwithstanding the trade terms indicated above and subject to Seller’s right to stop delivery of Products inTITLE AND RISK OF LOSS.
transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the carrier irrespective
of which Party’s carrier is used for the transport or the manner of payment ascribed to the transport; provided, however, that title to any software
incorporated within or forming a part of the Products shall at all times remain with Seller or the licensor(s) thereof, as the case may be.
8. . Seller warrants that the Products will operate or perform substantially in conformance with Seller's published specifications andWARRANTY
be free from defects in material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the
period of time set forth in the product documentation, published specifications or package inserts. If a period of time is not specified in Seller’s
product documentation, published specifications or package inserts, the warranty period shall be one (1) year from the date of shipment to
Buyer for equipment and ninety (90) days for all other products (the "Warranty Period"). During the Warranty Period, Seller agrees, in its sole
discretion, to repair or replace, Products and/or provide additional parts or services as reasonably necessary to cause the same to perform in
substantial conformance with said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of
any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller’s
review, Seller will provide Buyer with service data and /or a Return Material Authorization (“RMA), which may include biohazard
decontamination procedures and other product-specific handling instructions, then, if applicable, Buyer may return the defective Products to
Seller with all costs prepaid by Buyer. Replacement parts may be new or refurbished, at the election of Seller. All replaced parts shall become
the property of Seller. Shipment to Buyer of repaired or replacement Products shall be made in accordance with the Delivery provisions of the
Seller’s Terms and Conditions of Sale. Consumables are expressly excluded from this warranty. If Seller elects to repair defective device
instruments, Seller may, in its sole discretion, provide a replacement loaner instrument to Buyer as necessary for use while the instruments are
being repaired. Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer or third
party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from
the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier. In
no event shall Seller have any obligation to make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal
wear and tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the Products in a
manner for which they were not designed, (v) causes external to the Products such as, but not limited to, power failure or electrical power
surges, (vi) improper storage and handling of the Products or (vii) use of the Products in combination with equipment or software not supplied by
Seller. If Seller determines that Products for which Buyer has requested warranty services are not covered by the warranty hereunder, Buyer
shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller's then prevailing time and materials rates. If
Seller provides repair services or replacement parts that are not covered by this Warranty shall pay Seller therefor at Seller's then prevailing
time and materials rates.
ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH,
THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER WITHOUT SELLER'S PRIOR WRITTEN APPROVAL,
OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES
WITH RESPECT TO THE AFFECTED PRODUCTS. THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR
REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. EXCEPT
AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS
OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE
PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.
9. INDEMNIFICATION
9.1. . Seller agrees to indemnify, defend and save Buyer, its officer, directors, and employees from and against any and allBy Seller
damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable
attorney’s fees) (“Indemnified Items”) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or
willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at
Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret;
provided, however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the
negligence or willful misconduct of Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a
Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance
with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed
or (vi) modifications of the Product by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt
written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume
exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Buyer agrees to cooperate reasonably
with Seller in connection with the performance by Seller of its obligations in this Section.
Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its
discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b)
replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the
specifications of the Product; or (c) in the event(a) and (b) are not practical, refund to Buyer the amortized amounts paid by Buyer with
respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S
ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN.
9.2. . Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries,By Buyer
affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages,
liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys'
fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer,
its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by
Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to
Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by
anyone other than Seller without Seller's prior written approval
10. . With respect to any software products incorporated in or forming a part of the Products hereunder, Seller and Buyer intendSOFTWARE
and agree that such software products are being licensed and not sold, and that the words "purchase", "sell" or similar or derivative words are
understood and agreed to mean "license", and that the word "Buyer" or similar or derivative words are understood and agreed to mean
"licensee". Notwithstanding anything to the contrary contained herein, Seller or its licensor, as the case may be, retains all rights and interest in
software products provided hereunder. Seller hereby grants to Buyer a royalty-free, non-exclusive, nontransferable license, without power to
sublicense, to use software provided hereunder solely for Buyer's own internal business purposes on the hardware products provided
hereunder and to use the related documentation solely for Buyer's own internal business purposes. This license terminates when Buyer's lawful
possession of the hardware products provided hereunder ceases, unless earlier terminated as provided herein. Buyer agrees to hold in
confidence and not to sell, transfer, license, loan or otherwise make available in any form to third parties the software products and related
documentation provided hereunder. Buyer may not disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise change or
supplement the software products provided hereunder without Seller's prior written consent. Seller will be entitled to terminate this license if
Buyer fails to comply with any term or condition herein. Buyer agrees, upon termination of this license, immediately to return to Seller all
software products and related documentation provided hereunder and all copies and portions thereof
11. . NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF SELLERLIMITATION OF LIABILITY
UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR
OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS
PROVIDED UNDER SECTION 8 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF (A) THE TOTAL PURCHASE
PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY OR (B)
ONE MILLION DOLLARS ($1,000,000). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL
SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION
DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF
GOODWILL), REGARDLESS OF WHETHER SELLER (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (b) IS
NEGLIGENT
12. . Buyer acknowledges that each Product and any re ated software and technology, including technical nformationEXPORT RESTRICTIONS l i
supplied by Seller or contained in documents (collectively “Items”), is su ject to export controls of the U.S. government. The export controls mayb
include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may
restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the
EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer
shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or
(ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate
in exports has been denied or restricted by the U.S. government. Buyer shall, if requested by Seller, provide information on the end user and
end use of any Item exported by the Buyer or to be exported by the Buyer. Buyer shall cooperate fully with Seller in any official or unofficial audit
or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in
connection with, any violation of this Section by Buyer or its employees, consultants, agents or
13. . Some Products may require special packaging, labeling, marking and handling. Carriers may add additionalHAZARDOUS MATERIALS
freight charges for the handling or transporting of these materials. The consolidating of such material with other Products may be prohibited.
Additional freight charges will be billed per Seller’s shipping terms. Be sure to advise Seller of shipping instructions for these hazardous
materials to reduce your freight costs
14. . (a) Buyer may not delegate any duties nor assign any rights or claims hereunder without Seller's prior written consent,MISCELLANEOUS
and any such attempted delegation or assignment shall be void. (b) The rights and obligations of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of Seller’s manufacturing location, without reference to its choice of law provisions. Each
party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the county and state of Seller’s
manufacturing location, in any action arising out of or relating to this Agreement. (c) Both parties waive any right they may have under
applicable law or otherwise to a right to a trial by jury. Any action arising under this Agreement must be brought within one (1) year from the date
that the cause of action arose. (d) The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is
hereby expressly excluded. (e) In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall
remain in full force and effect, unless the revision materially changes the bargain. (f) Seller's failure to enforce, or Seller's waiver of a breach of,
any provision contained herein shall not constitute a waiver of any other breach or of such provision. (g) Unless otherwise expressly stated on
the Product or in the documentation accompanying the Product, the Product is intended for non-clinical, non-diagnostic, non-therapeutic use
only and is not to be used for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or
in vivo therapeutic uses, or any type of consumption by or application to humans or animals. (h) Buyer agrees that all pricing, discounts and
technical information that Seller provides to Buyer are the confidential and proprietary information of Seller. Buyer agrees to (1) keep such
information confidential and not disclose such information to any third party, and (2) use such information solely for Buyer’s internal purposes
and in connection with the Products supplied hereunder. Nothing herein shall restrict the use of information available to the general public. (i)
Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received when personally delivered or
three (3) business days after being sent by certified mail, postage prepaid, to a party at the address specified herein or at such other address as
either party may from time to time designate to the other (j) Seller hereby rejects and disclaims any rights of Buyer contained, or obligations
imposed upon Seller, in any document provided, referenced or otherwise submitted by Buyer, in each case, that Seller has not expressly
included in these [terms and conditions] or a writing manually executed by Seller (including, without limitation, any rights of Buyer in respect of
designs, specifications, source code or intellectual property, owned, created, developed or licensed, by Seller; any rights to items or services not
specifically identified in Seller’s quotation; any audit rights or financial offset rights of Buyer; any penalties or liquidated damages imposed upon
Seller; any obligation by Seller to comply with Health Insurance Portability and Accountability Act of 1996 (as amended), Current Good
Manufacturing Practice regulations (as amended), the requirements, as amended, of the Customs-Trade Partnership Against Terrorism or any
code of conduct, quality program, information security program, background or drug screening program or other guidelines, programs or
policies, in each case, promulgated or required by Buyer; any obligation that Seller comply with any law that, under law, would not otherwise
apply to Seller in respect of the transaction(s) contemplated hereby; any right of Buyer to withhold all, or any portion, of the purchase price of
any products or services provided hereunder for any period of time; any right of Buyer, itself or through any third party, to remediate any defects
in, replace or re-perform, any products or services provided hereunder at Seller’s cost or expense; any obligation of Seller to waive, or require
its insurers to waive, any rights of subrogation; any obligation of Seller that would impair, restrict or prohibit Seller’s ability to freely conduct any
business with any person or in any geography or market; any early-payment, or other, discount; any obligation of Seller to maintain a supply of
spares, or otherwise make any services available, for any particular period of time; any representation, warranty or other obligation of Seller to
provide pricing comparable to, or more favorable than, the pricing that Seller provides to others; any restriction of, or prohibition on, Seller’s
ability to modify, change or discontinue any of its products, processes or services; or any waiver by Seller of any right to enforce any of the
terms hereof).
15. . IF YOU ARE PURCHASING ANY PRODUCTS PROVIDED BY SELLER HEREUNDERSOFTWARE-AS-A-SERVICE TRANSACTIONS
AND DESCRIBED IN THE RELEVANT QUOTATION OR PURCHASE ORDER AS A SUBSCRIPTION TO ANY THERMO FISHER
SOFTWARE-AS-A-SERVICE OFFERING (ANY SUCH PRODUCT, HEREINAFTER, A “SUBSCRIPTION”),THEN IN RESPECT OF SUCH
SUBSCRIPTION(S) ONLY
(a) The following terms and conditions of this Agreement shall not apply: Sections 6-7, 9.1, and 13.
(b) The following terms and conditions of this Agreement shall be modified as set forth below:
(i) Section 5 shall be replaced in its entirety with the following:
5. . Seller reserves the right to suspend or terminate the Buyer’s Subscription(s), inCANCELLATION OR CHANGES BY BUYER
whole or in part, if Buyer fails to make any payment to Seller when due, otherwise fails to perform its obligations hereunder, or fails to
comply with the Seller’s Terms of Use agreement agreed to by Buyer and governing Buyer’s use of the Subscription(s), as in effect
from time to time (the “Terms of Use”). Seller will not be liable for any loss or damage resulting from any delay in activation of the
Subscription(s) or failure to activate the Subscription(s) which is due to any cause beyond Seller's reasonable control. In the event of a
delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order or to reschedule the
activation of the Subscription(s) within a reasonable period of time, and Buyer will not be entitled to refuse payment or otherwise be
relieved of any obligations as the result of such delay. Orders in process may be canceled only with Seller's written consent and upon
payment of Seller's cancellation charges. Orders in process may not be changed except with Seller's written consent and upon
agreement by the parties as an appropriate adjustment in the purchase price therefor.
(ii) Section 8 shall be replaced in its entirety with the following:
8. . BUYER AGREES AND ACKNOWLEDGES THAT THE SUBSCRIPTIONS ARE SOLD “AS-IS”, WITH NOWARRANTY
WARRANTIES EXPRESSED OR IMPLIED. SELLER DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, ORAL OR WRITTEN,
WITH RESPECT TO THE SUBSCRIPTIONS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
(iii) Section 10 shall be replaced in its entirety with the following:
10. . This Agreement shall not be construed to grant to Buyer any patent license, know-how license or any other rightsSOFTWARE
except as specifically provided herein. Buyer agrees and acknowledges that, by virtue of its purchase of the Subscriptions hereunder, it
does not acquire any intellectual property rights (whether by license, assignment, or otherwise) of Seller, including without limitation any
rights to the Subscriptions or related software or hardware systems (except for the limited right to use the Subscription subject to the
terms and conditions set forth herein). Buyer shall not reverse engineer or copy the design, algorithms, or code, or any components
thereof, of any information related to the Subscriptions for any purpose.
(iv) In Section 11, the language “ONE MILLION DOLLARS ($1,000,000)” shall be replaced with “TEN THOUSAND DOLLARS
($10,000)”.
(c) The following additional terms and conditions shall apply
TERMS OF USE. Buyer hereby acknowledges and agrees that it shall comply with all terms and conditions of the Terms of Use, and
that Buyer’s use of the Subscription in violation of any such terms and/or conditions shall entitle Seller, without prejudice to any other
remedies that may be available to Seller at law or in equity, to terminate Buyer’s use of the Subscription(s) effective immediately.
Buyer further agrees and acknowledges that it shall not be entitled to any refund of any portion of the purchase price paid in respect of
Subscription(s) cancelled by Seller pursuant to Seller’s rights under this Section and/or the Terms of Use. Buyer’s rights to use these
Subscription will begin upon Seller’s transmission to Buyer of Subscription link and end 12 months from this date unless otherwise
terminated by Seller. In the event of any conflict between this Agreement and the Terms of Use, the Terms of Use shall control.
11/8/22, 1:47 PM Product Detail
https://www.gsaadvantage.gov/advantage/ws/catalog/product_detail?gsin=11000082891405 1/1
GEMINI & SPRD-ER BUNDLE
Mfr Part No.:800-05261-01
Manufacturer:THERMO SCIENTIFIC PAI
Contract No.:GS-07F-6099R (ends: Sep 28, 2025)
MAS Schedule/SIN:MAS/334519
Warranty:STANDARD WARRANTY
Country of Origin:UNITED STATES OF AMERICA
Weight:1.000 LB
Disaster Purchasing items
Cooperative Purchasing items
Price$89,673.55 EA Qty:1 Add to cart
sold and shipped by
THERMO FISHER PORTABLE ANALYTICAL I
Contract minimum order: $100.00
Product Details
Gemini & SPRD-ER Bundle - 1 Year Warranty/Support (Gemini Only). Gemini: Rugged handheld system integrating Raman and FTIR spectroscopy
for the identification of unknown solid and liquid chemicals and explosives. Including 1 year Warranty and Support, and On-Site Training within
the Continental United States (CONUS; One 4-hour course per instrument for up to 12 students. Expires 9 months a er the date of purchase).
RadEye SPRD-ER: Spectroscopic personal radiation detector for emergency response professionals, the package includes Lutetium Test Adapter,
Desktop holder + USB connection cable, So ware package RadEye.exe + RadEyeSpectra, Holster and spare AAA batteries
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Price/UnitContractor Socio Deliv Days Min Order
FOB/Shipping
$89,673.55 EA THERMO FISHER PORTABLE
ANALYTICAL I o 90 days delivered
ARO $100.00 O-
CONUS,AK,PR,HI
4-C