P.O. Terms and Conditions

 

Purchase Order Agreement - Terms and Conditions


 

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I.  Acceptance of this purchase order is limited to the terms on the face and back hereof. Additional terms on SELLER’s form are objected to and rejected and shall be deemed a material alteration hereof.f

II.  THE DISTRICT SHALL PAY THE STATE SALES TAX AND USE TAX IF APPLICABLE. THE FEDERAL EXCISE TAX IS NOT APPLICABLE, AS SCHOOL DISTRICTS ARE EXEMPT THEREFROM. THE DISTRICT SHALL FURNISH THE  SUPPLIER SUCH TAX CERTIFICATES AS MAY BE REQUIRED BY THE MANUFACTURER OR SUPPLIER. ANY APPLICABLE TAX WHICH MAY BE IMPOSED BY ANY GOVERNMENTAL AGENCY PRIOR TO DELIVERY OF MERCHANDISE SHALL BE PAID BY THE DISTRICT.

III.  It is understood that delivery time is of the essence of the contract and that the SUPPLIER agrees to deliver all items on this order under the shipping conditions shown on the reverse side of this order. F.O.B. Destination shall mean the SUPPLIER pays all shipping costs, and title to merchandise and vested interest shall transfer to the DISTRICT only when receipted for and accepted by the DISTRICT representative. The foregoing is DISTRICT policy. If an exception is made it will be limited to shipping costs. If such exception is made, SUPPLIER shall prepay and invoice the DISTRICT for actual shipping charges. Ownership and vested interest in the merchandise shall remain with the SUPPLIER while in transit and title shall transfer to the DISTRICT only as such times as merchandise is received and accepted at the DISTRICT receiving point. It shall be the responsibility of the SUPPLIER to trace any merchandise lost in transit, and to seek damages from Shipper for any merchandise damages in transit if he deems it in his best interest to do so.

IV.  All articles furnished shall be subject to inspection by representatives of the DISTRICT for defects or non-compliance with specifications. If SUPPLIER shall fail to deliver as promised or delivers any article which does not conform to specifications, the DISTRICT may at its option, annul and set aside the contract entered into with said SUPPLIER, either in whole or in part, and make and enter into a new contract in accordance with law for furnishing such article or articles so agreed to be furnished. Any additional cost or expense incurred by the DISTRICT in making such contract and any additional cost of supplying any article or articles by reason of the failure to the SUPPLIER, as stated above, shall be paid by such SUPPLIER and his sureties, if any.

V.  DISTRICT reserves the right to terminate this contract for its convenience. In such event, SUPPLIER shall immediately stop all work and observe any instructions from DISTRICT as to work in process. SUPPLIER shall be paid an equitable adjustment for work already performed, not to exceed 100% of purchase order amount.

VI.  DISTRICT may also terminate this contract for cause in the event of default by SUPPLIER. In such event, DISTRICT shall not be liable to SUPPLIER for any amounts, and SUPPLIER shall be liable for, and shall hold DISTRICT harmless from, any damages occasioned by the SUPPLIER’s breach or default. If it should be determined that the DISTRICT has improperly terminated this contract for default, such termination shall be deemed to be for DISTRICT’s convenience.

VII.  SUPPLIER warrants that all goods or services furnished hereunder shall be merchantable and free from any defects in workmanship or material. If SUPPLIER has been informed of the use of the products, SUPPLIER also warrants that the items furnished hereunder are suited and appropriate for such use. SUPPLIER shall indemnify and save the DISTRICT harmless from any breach of this warranty, and no limitations on DISTRICT’s remedy in SUPPLIER’s documents shall operate to reduce this indemnification. SUPPLIER shall extend all warranties if received from its vendors to DISTRICT. This warranty is in addition to all warranties contained under the law.

VIII.  SUPPLIER warrants that the prices quoted hereunder are the lowest prices at which these or similar articles are sold by the SUPPLIER to other customers, and in the event of any price reduction between execution of the purchase order and delivery of the goods. DISTRICT shall be entitled to such reduction.

IX.  DISTRICT may delay delivery or acceptance of any goods in the event of any unforeseen event. SUPPLIER shall hold the goods pending DISTRICT’s direction, and DISTRICT shall be liable only for direct increase costs incurred by the SUPPLIER by reason of DISTRICT’s instructions.

X.  DISTRICT shall have the right to make changes in this order at any time and SUPPLIER agrees to accept such changes. In the event such changes result in additional costs, DISTRICT shall make an equitable adjustment in the purchase price provided such additional costs are itemized, in writing, for DISTRICT by SUPPLIER within 30 days of the change.

XI.  The SUPPLIER agrees to and does hereby indemnify and hold harmless the DISTRICT and its Board of Trustees, officers and employees from liability of any nature or kind on account of:

a.  use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article, or appliance furnished or used under the purchase agreement.

b.  liability for damages for (1) death or bodily injuries to persons, (2) injury to property, (3) design defects, or (4) any other loss, damage or expense arising under either (1), (2) or (3) above, sustained by the SUPPLIER or by any person, firm or corporation employed by the SUPPLIER upon or in connection with the work called for in this purchase agreement except for liability for damages referred to above which result from the sole negligence or willful misconduct of the DISTRICT, its officers, employees, agents or independent contractors who are directly employed by the DISTRICT and

c.  any injury to or death of persons or damage to property, sustained by any person, firm or corporation, including the DISTRICT, arising out of, or in any way connected with the work covered by this purchase agreement, whether said injury or damage occurs either on or off school district property, except for liability for damages which result from the sole negligence or willful misconduct of the DISTRICT, its officers, employees, agents or independent contractors who are directly employed by the DISTRICT.

d.  The SUPPLIER, while engaged in carrying out the terms and conditions of the purchase agreement, is an independent contactor and not an officer or agent of the Board of Trustees. The SUPPLIER should maintain adequate insurance to protect his interests.

e.  The SUPPLIER at his own cost, expense, and risk shall defend any and all actions, suits or other legal proceedings that my be brought or instituted against the DISTRICT or the Board, its officers and employees, on any such claim or demand referred to in XI A), B) C) and pay or satisfy any judgment that may be rendered against any of them.

XII.  The SUPPLIER and all of his employees or agents shall assure and maintain in force such licenses and permits as are required by law in connection with furnishing or materials and services listed herein.

XIII.  If any material or the ingredients of any material furnished by the SUPPLIER is considered to be hazardous as defined by Federal or California statute, the SUPPLIER shall provide to the DISTRICT a Material Safety Data Sheet (MSDS) pursuant to OSHA’s Hazardous Communication Rule 29 CFR 1919.1200

XIV.  The purchase order and any documents referred to on the face hereof constitute the entire agreement between the parties and may be modified verbally, followed with written verification. No part of this order may be assigned or subcontracted without the prior written approval of the DISTRICT. Any monies due DISTRICT from SUPPLIER can be set off from any monies due SUPPLIER from DISTRICT whether or not under this contract. DISTRICT’s failure to insist on any right shall not operate as a waiver of any other right.

XV.  This purchase order shall be governed by the laws of the State of California.

XVI.  Payment for the material on this purchase order will be made after the entire order is delivered or complete to the satisfaction of the DISTRICT. Cash discount will be computed from the date of acceptance of the complete order or receipt of invoices, whichever is later.

XVII.  The term “SUPPLIER” wherever appearing in this Agreement shall include the individual or firm named on the face of this Agreement and all officers, directors, employees, agents, contractors, and sub-contractors of such SUPPLIER.The term “DISTRICT” wherever appearing in this Agreement shall mean Santa Maria-Bonita School District.