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Purchase 68362
<br /> Order #
<br /> BY PROVIDING THE MATERIALS OR SERVICES DESCRIBED IN THIS PURCHASE ORDER,
<br /> SELLER AGREES TO THE FOLLOWING TERMS AND CONDITIONS
<br /> 1 ACCEPTANCE OF PURCHASE ORDER. This Purchase Order is issued based upon the following terms and conditions.
<br /> Unless the Seller objects in writing prior to delivering any of the materials or services, Seller shall be deemed to have
<br /> accepted the terms and conditions. The Purchase Order Number shall appear on all containers, packages, shipping
<br /> documents, etc, and in all correspondence relating to the materials or services furnished.
<br /> 2 QUALITY/WARRANTY. The Seller warrants and represents that the materials or services provided pursuant to this
<br /> Purchase Order shall (a) conform in all respects with (i) all plans, drawings, specifications and data set forth in the
<br /> County's bid or solicitation documents, or submitted by the Seller and agreed to by the County, (ii) industry standards
<br /> for such materials or services, (iii) applicable federal, state and local laws, rules and regulations, (iv) all express
<br /> warranties given by the Seller, and the implied warranties of merchantability, usage of trade and fitness for a particular
<br /> purpose, and (v) all other provisions of this Purchase Order, (b) be free from latent or patent defects in materials and
<br /> workmanship, (c) be free from any liens, encumbrances or other defects of title. The County shall be entitled to all
<br /> remedies in law and in equity in the event of non-conforming or defective materials or services.
<br /> 3 LABELS/MATERIAL SAFETY DATA SHEETS, ETC. Seller represents and warrants that the materials or services
<br /> furnished hereunder which are subject to applicable laws, rules or regulations relating to labeling requirements, or
<br /> requirements with respect to Material Safety Data Sheets, Product Safety Data Sheets, or other such requirements
<br /> (including, without limitation, requirements relating to design, construction, manufacture, methods of use,
<br /> packaging/containers, etc), shall comply in all respects with such applicable laws, rules or regulations.
<br /> 4 INSPECTION. Materials or services purchased are subject to inspection and approval at the County's destination.
<br /> The County reserves the right to reject and refuse acceptance of materials or services which do not comply with the
<br /> terms of this Purchase Order. Rejected materials or services shall be removed by, or at the expense of, the Seller
<br /> promptly after rejection. Failure of the County to discover non-conformities or defects upon initial inspection shall not
<br /> constitute an acceptance or waiver of remedies with respect to non-conformities or defects subsequently discovered.
<br /> 5 TRANSPORTATION. Transportation expenses for all shipments shall be prepaid to destination. Risk of loss shall
<br /> remain upon the Seller until arrival at the County's destination. Shipments sent C.O.D., freight collect, or other similar
<br /> arrangements, without the County's written consent, will not be accepted, and will be returned to the Seller at the
<br /> Seller's risk and expense. No charges will be allowed by the County for transportation, containers, shipping, handling,
<br /> etc, unless otherwise authorized in this Purchase Order.
<br /> 6 UNAVOIDABLE DELAY. If the Seller is delayed in the delivery of materials or services by a cause beyond its control,
<br /> Seller shall, immediately upon obtaining knowledge of such delay, deliver written notice to the County and request an
<br /> extension of time to deliver such materials or services. The County shall review the request and determine in its sole
<br /> discretion if the Seller is entitled to an extension.
<br /> 7 ROYALTIES AND PATENTS. The Seller shall pay all royalties, patent and license fees relating to the materials or
<br /> services. Any claim relating to patent, copyright or trademark infringement, or similar claim, shall be subject to the
<br /> Indemnification provision set forth below.
<br /> 8 INSURANCE. The Seller shall maintain such insurance as is required by the County. Proof of such insurance shall be
<br /> provided to the County prior to delivery of the materials or services.
<br /> 9 INVOICES. Invoices shall be provided in duplicate to the County at the address set forth on the front of this
<br /> Purchase Order. All invoices shall clearly indicate the Purchase Order number, and shall itemize all charges.
<br /> 10 TAXES. The County is exempt from State of Florida sales taxes. The County's sales tax exemption number is set
<br /> forth on the front of this Purchase Order, which shall serve as the County's sales tax exemption certificate.
<br /> 11 PAYMENT. Payments will be made in accordance with the terms on the face of this order, Net 30, or the Seller's
<br /> invoice, whichever is more favorable to the County. The payment date shall be calculated from the receipt of invoice
<br /> or final acceptance of the goods, whichever is later.
<br /> 12 MODIFICATION OF SPECIFICATIONS. The County may, by written order, make changes to the specifications for
<br /> the materials or services, if such changes are not significantly different from the original specifications. If such
<br /> charges cause an increase or decrease in the Seller's cost in performing this Purchase Order, the Seller (in the event of
<br /> an increase) or the County (in the event of a decrease) shall notify the other party within fifteen (15) calendar days of
<br /> any claim for adjustment in the price. The parties shall thereafter negotiate in good faith to adjust the price upward or
<br /> downward to achieve an equitable adjustment based upon the change. Nothing in this provision, however, shall
<br /> excuse the Seller from performing this Purchase Order.
<br /> 13 TERMINATION FOR CONVENIENCE. The County may at any time terminate this Purchase Order, in whole or in
<br /> part. by written notice delivered to the Seller. In such event, the County shall pay for all materials or services delivered
<br /> prior to the date of such notice, and shall be liable for any cost or expense which the Seller has irrevocably committed
<br /> itself to incur vvith respect to materials or services not yet delivered.
<br /> 14 INDEMNIFICATION. The Seller shall defend, hold harmless and indemnify the County, and its commissioners,
<br /> officers, employees and agents, from and against any and all claims, causes of action, damages, expenses (including,
<br /> without limitation, reasonable attorney's fees), other liabilities of any type whatsoever, arising out of or relating to the
<br /> Seller's (or any person or entity for which the Seller has legal liability) negligence, intentional tort, breach of the terms
<br /> of this Purchase Order, or breach of applicable law. Notwithstanding the preceding language, the Seller shall not be
<br /> required to defend, hold harmless or indemnify the County, etc, for its own negligence, intentional tort, breach of the
<br /> terms of this Purchase Order, or breach of applicable law. This provision shall survive the termination of this Purchase
<br /> Order.
<br /> 15 DEFAULT. In the event of default in the terms of this Purchase Order by either party, the non-defaulting party shall
<br /> be entitled to all remedies in law and in equity. Without limitation, in the event of a default by the Seller, the County
<br /> shall have the right to terminate this Purchase Order, obtain replacement materials or services from a third party, and
<br /> hold the Seller liable for any increase in price or expense.
<br /> 16 LAW GOVERNING. This contract shall be governed by and continued according to the laws of State of Florida.
<br /> 17 TIME OF THE ESSENCE. Time is of the essence with respect to the performance of this Purchase Order.
<br /> 18 ENTIRE AGREEMENT. This contract contains the entire agreement of the parties. Except as provided herein, no
<br /> change in the terms of the Purchase Order shall be effective unless in writing and signed by both parties.
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