PO Terms & Conditions

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PURCHASE ORDER TERMS AND CONDITIONS

THE FOLLOWING TERMS AND CONDITIONS APPLY TO ALL PURCHASE ORDERS FOR THE CITY OF NORTH PORT INCLUDING THE ORDERS ENCLOSED, WHEN BID OR CONTRACT TERMS, CONDITIONS AND SPECIFICATIONS DIFFER FROM THOSE SHOWN ON THE PURCHASE ORDER, THE BID/CONTRACT SHALL TAKE PRECEDENCE OVER THE PURCHASE ORDER.

  1. The term  "Vendor" shall mean the party furnishing the goods, materials, equipment  and/or services so specified herein. The term "Buyer" shall mean the City of North Port, Florida.

  2. This order shall be filled at prices quoted to the Buyer either by phone or by a written request. No increase from the quoted price will be authorized unless approved in writing by the Buyer.

  3. All invoices shall be addressed as indicated on the front  of this  Purchase Order and must include the  Vendor's  name and phone number, and clearly  list  quantities, item descriptions, and units of measure. Vendor shall indicate on all invoices the Purchase Order number, discount and terms of payment. Substitution of any portion of this order will not be allowed unless Buyer is notified and gives approval  in writing of  the substitution.

  4. Promptly acknowledge this order, and indicate the shipping  date (definite or approximate), if applicable.

  5. All materials must be shipped F.O.B. Destination. Buyer will not pay freight or express charges, except by previous  agreement. Wherein a specific purchase is negotiated F.O.B. shipping point, the vendor is to prepay shipping charges and add to the invoice. Delivery must actually be made within the time stated on the Purchase  Order. Buyer reserves the right to route all shipments on this order. Delays in shipment shall  be immediately reported by Vendor to Buyer. Buyer reserves the right  to cancel this order and purchase elsewhere if delivery is not timely as stated on the Purchase Order. Deliveries shall be made between  the hours of                       A.M.  and               _P.M., Monday through Friday, excluding holidays unless otherwise stated. In case of default  by  Vendor, Buyer may  procure  the articles or services  covered by  this  order  from other sources and hold the Vendor responsible for any excess expense.

  6. All items so listed will be securely packed to  deter against damage and comply with carrier’s requirements as to applicable tariffs. Shipments described on bill of lading shall take th  lowest legal freight rate. Shipments  will be released to carrier at full value insured for total value.

  7. Inspection and acceptance of commodities shall be as follows:  (a) For Vendor-installed products, the date of acceptance is the date the Buyer accepts the product as installed  and in good working order, as determined by  any appropriate acceptance testing, and the Buyer shall certify in  writing to the Vendor  when the product is accepted (if training  or other post-installation services  are included in the Purchase Order, the acceptance shall be conditional). (b) For Buyer-installed products, the date of acceptance shall be the delivery date. Until acceptance, risk of loss or damage shall remain  with the Vendor. The Vendor shall be responsible  for  filing, processing,  and collecting all damage claims. To assist  the Vendor  with  damage claims, the Buyer shall: (i) record  any evidence  of visible  damage on all copies of the delivering carrier’s  Bill of Lading; (ii) report  damage  to  the carrier and the Vendor; and (iii) provide the Vendor  with  a copy  of the carrier’s Bill of Lading and damage inspection  report. (c) If specifications are not met, material may be returned  at the  Vendor’s expense and risk. Vendors will be notified of over-shipments and/or incorrect shipments. If return authorizations are not received within thirty (30) days such items shall be considered as donations to the Buyer.

  8. Inspection and acceptance of services shall be as follows: Each phase of the services, including Quality of work, rendered under this agreement is subject to the Buyer's inspection during both the Vendor’s operations and after completion  of the tasks. When the  Vendor is satisfied with  the completion  of the contracted work, and prior to acceptance of any phase of work, Vendor shall submit  a written request for an inspection  to the Buyer. After inspection, the Buyer will issue a list of deficiencies, if any. Upon completion of the list, and correction of  all deficiencies by the Vendor, the Vendor shall notify the Buyer that the work  has been completed satisfactorily.  Final inspection shall be performed  prior to contract expiration  date.

  9. If work is performed on Buyer's property, work shall not be considered complete until all rubbish and unused material due to, or connected with, the work is removed and the premises are left in a safe and tidy condition.

  10. If  insurance  is required,  the  Vendor  shall maintain  insurance  acceptable to  Buyer in full  force and in effect throughout the  term  of  this  Purchase Order and, upon request, the Vendor shall provide the  Buyer a certificate of insurance with Buyer named as additional insured.

  11. Vendor shall comply with all Federal, State, and local laws and regulations applicable to the articles, materials or services  constituting this  order and shall upon request of Buyer furnish such proof of compliance. The Vendor shall have in its possession any applicable permits or licenses that may be required by Federal, State, or local law  to furnish products or services under the scope of this Purchase Order.

  12. Vendor shall not assign or subcontract any portion of  this  order without prior written approval of Buyer. It such approval is granted, it shall not  relieve the Vendor from liability hereunder. If  this order cannot be filled by the person or firm to whom it is issued, it shall be returned to the Buyer.

  13. Unless otherwise stated in this Purchase Order, in addition to any warranty implied by law  or fact, and any  other express warranties, the Vendor expressly warrants all items to be free from defect  in title, design, workmanship and materials, to conform strictly to applicable specifications, drawings,approved samples, if any; and to be fit and sufficient for the purpose intended  and to be merchantable.  Such warranties, together with  all other services  warranties of the Vendor, shall run to Buyer. All warranties shall survive inspection, test acceptance of and payment  by Buyer.

  14. Acceptance of this order serves as certification that the Vendor or its principals; (a) are not presently debarred,  suspended, proposed  tor  debarment,  declared  ineligible,  or voluntarily excluded  from covered transactions by any federal department or agency; (b) have not within a three-year period preceding this proposal been convicted  of or had a civil judgment  rendered against them for commission of fraud or a criminal offense in connection  with  obtaining, attempting  to  obtain, or performing  a public  (federal, state  or local)  transaction  or contract  under a public  transaction; violation  of federal or state  antitrust statutes or commission  of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements  or receiving stolen property; (c) are not presently indicted for or otherwise  criminally or civilly charged  by  a government entity (federal, state  or local)  with  commission of any of  the  offenses enumerated in paragraph  (b) of this certification; and (d) have not  within  a three-year  period preceding this  application/proposal had one or more public transactions {federal, state  or local) terminated tor cause or default.

  15. The vendor  or contractor hereby  guarantees the Buyer that  all material, supplies, services  and equipment  as listed  on the Purchase Order meet  the requirements, specifications and standards  as provided for under the Occupational Safety  and Health Act of 1970's from time to time amended and in force on the date hereof.

  16. If applicable, the Vendor shall provide to Buyer all material safety data sheets (MSDS) upon delivery  of materials.

  17. Any dispute regarding this Purchase Order shall be governed by Florida law.

  18. The Vendor, together with its agents, distributors, resellers, subcontractors, officers  and  employees, shall have  and always retain under the Agreement the legal status of an independent contractor, and in no manner shall they be deemed employees of the Buyer or deemed to be entitled to any benefits associated with such employment. During the term of the Agreement, Vendor shall maintain at its sole expense \hose benefits to which its employees would otherwise be entitled  to  by law,  including  health  benefits,  and all necessary  insurance  for its  employees, including workers' compensation,  disability, and unemployment insurance,  and provide Buyer with  certification of such insurance upon request. The Vendor  remains responsible  for all applicable federal, state, and local taxes and all FICA contributions.

  19. If a court  deems any provision of the order void or unenforceable,  that  provision  shall be enforced only  to the extent that it is not in violation of law  or is not otherwise unenforceable and all other provisions shall remain in  full force  and effect.

  20. Buyer is exempt  from any sales, excise, or Federal Transportation taxes  and the provisions of the federal Robinson-Patman act.

  21. The Vendor shall be fully liable for the actions of it  directors, officers, members, partners, or subcontractors, and the employees  and agents  of  each of  them, and shall fully indemnify and hold harmless the Buyer, its  employees, agents and assigns from claims, suits, actions, damages, and costs of every type  and description, including  attorneys' fees (at both trial! and appellate levels), arising  from or relating  to personal injury or death, and damage to real property or tangible  personal property alleged to be caused in  whole  or in  part  by  the  Vendor, its  officers,  directors,  members, partners,  or subcontractors, and  employees  or agents of any of 1hem; provided, however, that  the Vendor shall not indemnify for that portion of any loss portion  of any loss or damages proximately caused by the negligent  act or omission of the Buyer. To the extent applicable, the Vendor shall fully indemnify and hold harmless the Buyer, and its agents, employees, and assigns from any claims, suits, actions, damages, and costs of every  type and description, including attorneys' fees (at both trial and appellate level), arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right; provided, however, that the foregoing  obligation  shall not  apply w the misuse or modification of Vendor's products  by the Buyer or any of its  agents, employees, and assigns, or to the operation or use of Vendor's  products  by  the Buyer or any of its  agents, employees, and assigns in a manner not contemplated by the Contract or the Purchase Order.  In the event of a claim, the Buyer shall promptly notify the Vendor In writing by prepaid certified mail (return receipt requested), or by delivery  through any nationally  recognized courier service (such as Federal Express or UPS) which provides evidence of delivery, at the following address: Such notification may also be provided  by  fax transmission  to the  following fax  number:  The Buyer shall provide  all available information and assistance that  the Vendor may reasonably require regarding any claim.  The Buyer may, in addition to other remedies available to it at law or equity, and upon written notice to the Vendor, retain such monies from amounts due the Vendor as may be deemed by the Buyer to be necessary to satisfy  any claim for damages, penalties, costs  and the like asserted by or against it.  The Buyer may set off any liability or other obligation  of the Vendor or its affiliates to the Buyer against any payments due the Vendor under any contract with the Buyer.  This agreement for Indemnification shall continue  in force for five (5 years from the date of  full completion  of all obligations of  the Vendor under the Contract  and/or Purchase Order.  In the event that there is a conflict between this  agreement  and any other applicable indemnification agreement between  the Buyer and the Vendor, the agreement which  provides  the most protection for  the Buyer  shall take  precedence. The provisions  of this  Contract are severable, and if  any one or more provisions  may  be determined  to be illegal or otherwise  unenforceable by  a court of  competent  jurisdiction,  in  whole  or in part, the remaining provisions, end any partially unenforceable provisions to the extent  enforceable, shall nevertheless be binding  and enforceable.

  22. Any other conditions not  contained above  will be annotated within the context of the Purchase Order.

  23. This order, including the terms and conditions shown above contains the complete and final agreement between  the  Buyer  and  Vendor  and no  other  agreement  in any  way  modifying  any  of  said terms  and conditions will be binding upon the Buyer unless made in writing and signed by the Buyer. The Vendor may not unilaterally modify the terms of the order by affixing additional terms  to product  upon  delivery (e.g., attachment or inclusion  of  standard  preprinted forms, product  literature,  "shrink  wrap"  terms accompanying or affixed  to  a product, whether written or electronic) or by incorporating such  terms onto  the Vendor's order  or fiscal forms or other documents forwarded by the Vendor for payment. Buyer's acceptance of product or processing of documentation on forms furnished by the Vendor for approval or payment shall not constitute acceptance  of the proposed modification to  terms and conditions.