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Pur Order # e 00045382 -00 SELLER AGREES TO THE FOLLOWING THIS RAND CONDITIONS 1 ACCEPTANCE OF PURCHASE ORDER . A Purchase Order is given for immediate acceptance by the Seller . Unless promptly notified to the contrary, the County will assume the Seller accepts the order as written and will make delivery as specified on the document . 2 ENTIRE AGREEMENT. All specifications , drawings , and data submitted to the Seller with this order or the solicitation for this order are hereby incorporated herein and made a part hereof . This contract contains the entire agreement of the parties . No change in quantities , prices, specifications, terms , or shipping instructions will be allowed except on written authority of the Indian River County Purchasing Department . Any additional or different terms and conditions proposed by Seller are objected to and hereby rejected unless specifically agreed to by the County 3 INDEMNIFICATION . The Seller hereby agrees to indemnity, save , and hold harmless the County from all claims , demands , liabilities and suits of any nature whatsoever arising out of, because of or due to the breach of the Agreement by the Seller, its agents or employees , or due to any act or occurrence of omission or commission of the Seller, its agents or employees . It is specifically understood and agreed that this indemnification agreement does not cover or indemnify the County for its own negligence or breach of contract . 4 MODIFICATION . The County may by written Order, make changes in the specifications if such changes are within the general scope of the Contract . If such charges cause an increase or decrease in the Seller' s cost or in the time required for performance of the Contract (a) the seller shall promptly notify the County and assert its claim for adjustment within fifteen ( 15) calendar days and (b) an equitable adjustment shall be made by the County and the Contract modified accordingly . Nothing in this clause shall excuse the Seller from performing . 5 DEFAULT . Time is of the essence of this contract and if delivery of acceptable items or rendering of services is not completed by the time promised, the County reserves the right without liability in additions to its other rights and remedies, to terminate this contract by notice effective when received by Seller, as to stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge the Seller with any and all losses incurred . 6 TRANSPORTATION CHARGES . Transportation expenses for all shipments shall be prepaid to destination . Shipments sent C . O . D . or freight collect without the County ' s written consent will not be accepted and will at Seller' s risk and expense be returned to Seller. No charges will be allowed by the County for transportation , packing, cartage, or containers unless otherwise authorized in the Purchase Order . 7 UNAVOIDABLE DELAY . If the Seller is delayed in the delivery of goods p0rchased under the Purchase Order by a cause beyond its control . Seller must immediately upon receiving knowledge of such delay give written notice to the County and request an extension of time The County shall examine the request and determine if the Seller is entitled to an extension . 8 QUANTITY . Quantities furnished in excess of those specified in the Purchase Order will not be accepted and will be held at Seller' s risk and expense . 9 INSPECTION . Materials or equipment purchased are subject to inspection and approval at the County's destination . The County reserves the right to reject and refuse acceptance of items which ate not in accordance with the instructions , specification , drawings , or data of Seller' s warranty (express or implied) . Rejected materials or equipment shall be removed by, or at the expense of the Seller promptly after rejection . 10 WARRANTY . The Seller warrants that all goods and services furnished hereunder will conform in all respects to the terms of this order, including any drawings, specifications , or standards incorporated herein, and that they will be free from latent and patent defects in materials , workmanship, and title , and will be free from such defects in design in addition . Seller warrants that said goods and services are suitable for, and will perform in accordance with , the purpose for which they are purchased fabricated , manufactured and designed or for other purposes as are expressly specified in this order . The County may return any nonconforming or defective items to the Seller or require corrections or replacement of the item at the time the defect is discovered , all at the Seller ' s risk and expense . Acceptance shall not relieve the Seller of its responsibility . 11 REGULATORY COMPLIANCE . Seller represents and warrants that the goods or services furnished hereunder (including all labels , packages and container for saidgoods) comply with all applicable standards, rules , and regulations in effect under the requirements of all Federal , State , and local laws , rules , and regulations as applicable , including the Occupational Safety and Health Act as amended with respect to design , construction , manufacture or use for their intended purpose of said goods or services . Seller shall furnish " Material Safety Data Sheets " in compliance with Florida Right To Know Law , Florida Statues . Chapter 442 . 12 ROYALTIES AND PATENTS . Seller shall pay all royalties and license fees . Seller shall defend all suits or claims for infringement of said patent, copyright or trademark rights and shall save the County harmless from loss on account thereof . 13 INSURANCE . The Seller shall maintain insurance as specified in Administrative Policy Manual Section 1000 . 6 or as otherwise required by the County . 14 PAYMENT. Payments will be made in accordance with the terms on the face of this order, or the Seller' s invoice, whichever are more favorable to the County and payment date therefore shall be calculated from the receipt of invoice or final acceptance of the goods , whichever is later. 15 IDENTIFICATION . Invoices in duplicate with prices set out and giving the correct Purchase Order Number must be sent to the address shown on the face of this order; otherwise payment of the Seller' s account may be delayed . The Purchase Order Number shall appear on all invoices, boxes, packages , shipping documents , and correspondence, and the list of contents shall be enclosed in each box or package . 16 TERMINATION . Buyer may, at any time, terminate this order in whole or in part by written or telegraphic notice or verbal notice confirmed in writing . Upon termination for convenience of Buyer, the Buyer will assume responsibility for specific contractual or scheduled financial commitments made prior to notice of termination , Any and all services, property, publications , or materials provided during or resulting from the Contract shall become the property of the Buyer. If, however termination is occasioned by the Seller ' s breach of any condition hereof, including breach of warranty , or by Seller ' s delay, except due circumstances beyond the Seller' s control and without Seller' s fault or negligence , Seller shall not be entitled to any claim or costs or to any profit referred to in said clause , and Buyer shall have against Seller all remedies provided by law and equity . 17 TAXES . Indian River County is exempt from State and local taxes . Exemption number is printed on the reverse side hereof . This Order shall serve as the exemption certificate . 18 LAW GOVERNING . This contract shall be governed by and continued according to the laws of State of Florida .