ACCEPTANCE AGREEMENT: Seller's commencement of work on the goods subject to this purchase or shipment of such goods whichever occurs first shall be deemed an effective mode of acceptance of this purchase order. Any acceptance of this purchase order is limited to acceptance of the express terms contained on the face and back hereof. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller's acceptance is hereby objected and rejected but such proposals shall operated as a rejection of this offer unless such variances are in the terms of the description, quantity. price or delivery schedule of the goods, but shall be deemed a material alternation thereof and this offer shall be deemed accepted by Seller without said additional or different terms. If this purchase order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms contained on the face and on the back hereof. Additional or different terms of any attempt by Seller to vary in any degree any of the terms of this purchase order shall be deemed material and are objected to and rejected, but this purchase order shall not operate as a rejection offer Seller's offer unless it contains variances in the terms of the description, quantity, price or delivery schedule of the goods.
TERMINATION FOR CONVENIENCE OF PURCHASER: Purchaser reserves the right to terminate this order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers, or subcontractors to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Sellers suppliers or subcontractors which Seller could reasonable have avoided.
TERMINATION FOR CAUSE: Purchaser may also terminate this order or my part hereof for cause in the event of any default by the vendor, or if the vendor fails to company with any of the terms and conditions of this offer. Late deliveries, deliveries of products which are defective or which do not conform to this order, and failure to provide Purchaser, upon request, of reasonable assurances of future performance shall all be causes allowing Purchaser to terminate this order for cause in the event of termination for cause. Purchaser shall not be liable to Seller for any amount, and Seller shall be liable to Purchaser for any and all damages sustained by reason of the default, which gave rise to the termination.
WARRANTY: Seller expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards shall be new and shall be free from defects in material or workmanship. Seller warrants that all such goods or services shall conform to any statements made on the containers or labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. Seller warrants that all goods or services furnished hereunder will be merchantable and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If seller knows or has reason to know that the particular purpose for which Purchaser intends to use the goods or services, Seller warrants that goods or services furnished will conform in all respects to samples, inspections, test, acceptance or use of the goods or services furnished hereunder and shall not affect the Seller's obligation under this warranty. Such warranties shall survive inspection, tests, acceptance and use. Seller agrees to replace of correct defects of any goods, or services not conforming to the foregoing warranty promptly, without expense to Purchaser when notified of such nonconformity by Purchasers, provided Purchaser elects to provide seller with the opportunity to do so. In the event of failure of Seller to correct defects or replace non-conforming goods or services promptly, Purchaser, after reasonable notice to Seller, may make such corrections or replace such goods and service and charge Seller for the cost incurred by Purchaser in doing so.
PRICE WARRANTY: Seller warrants that the prices for the articles sold Purchaser hereunder are not less favorable than those currently extended to any other customer, for the same or similar articles in similar quantities. In the event Seller reduces its price for such articles during the term of this order Seller agrees to reduce the prices hereof correspondingly. Seller warrants that prices shown on the purchase order shall be complete and no additional charges of any type shall be added without Purchaser's express written consent. Such additional charges include, but are not limited to shipping, packaging, labeling, custom duties, storage, insurance, boxing, crating.
FORCE MAJEURE: Purchaser may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of the Purchaser and shall deliver them when the cause affecting the delay has been removed. Purchaser shall be responsible only for Seller's direct additional costs in holding the goods or delaying performance of this agreement at Purchaser's request.
INSURANCE: In the event that Seller's objections hereunder, require or contemplate performance of services b the Seller's employees or persons under contract to Seller to be done on Purchaser's property, the Seller agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the Purchaser. Seller shall maintain all necessary coverage, including public liability and Workman's Compensation insurance. Seller shall indemnity and save harmless and defend Purchaser from any and all claims or liabilities arising out of the work covered by this paragraph.
INDEMNIFICATION: Seller shall defend, indemnify and hold harmless Purchaser against all damages, claims or liabilities and expenses (including attorney's fees) arising out of or resulting in any way from my defect in the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of the Seller.
INSPECTION/TESTING: Payment for the goods delivered hereunder shall not constitute acceptance thereof. Purchaser shall have the right to inspect such goods and to reject any or all of said goods, which are in Purchaser's judgment defective or non-conforming. Goods rejected and goods in excess of quantities called for herein may be returned to Seller at its expense and in addition to Purchaser's other rights, Purchaser may charge Seller all expenses of unpacking, examining, repackaging and reshipping such goods. In the event Purchaser receives goods whose defects or non-conformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.
ENTIRE AGREEMENT: This purchase order and any documents referred to on the face hereof, constitute the entire agreement between the parties.
ASSIGNMENTS AND SUBCONTRACTING: No part of this order may be assigned or subcontracted without the prior written approval of Purchaser.
SETOFF: All claims for money due or to become due from Purchaser shall be subject to deduction or set off by the Purchaser by reason of any counterclaim arising out of this or any other transaction with Seller.
WAIVER: Purchaser's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Purchaser's waiver of any breach hereunder shall not thereafter waive any other terms conditions, or privileges, whether of the same or similar type.
INVOICES and PAYMENTS:
Invoices shall be as specified herein. If no time for payment of invoices is otherwise specified herein, the District shall have a reasonable time to make payment. There shall be no interest of any delayed, disputed or delinquent payment, nor shall the Contractor or vendor be entitled to attorney's fees in any dispute to collect such payment. Contractor or vendor expressly waives and gives up any rights it may have under Art. 60lf. To the extent that any other provisions in this contract shall conflict with this paragraph, this paragraph shall prevail.
Please note: FOB Destination Freight Pre-paid unless terms are specified otherwise.