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<br /> 0Lrder # a 00044588=00
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<br /> SELLER AGREES TOYTHECFOLIA1M' TERMS QND CONDITIONS
<br /> 1 ACCEPTANCE OF PURCHASE ORDER. A Purchase Order is given for immediate acceptance by the Seller.
<br /> Unless promptly notified to the contrary, the County will assume the Seller accepts the order as written and will
<br /> make delivery as specified on the document .
<br /> 2 ENTIRE AGREEMENT. All specifications, drawings, and data submitted to the Seller with this order or the
<br /> solicitation for this order are hereby incorporated herein and made a part hereof , This contract contains the entire
<br /> agreement of the parties. No change in quantities, prices, specifications, terms, or shipping instructions will be
<br /> allowed except on written authority of the Indian R' County Purchasing Department. Any additional or
<br /> different terms and conditions proposed by Seller are objected to and hereby rejected unless specifically agreed
<br /> toby the County.
<br /> 3 INDEMNIFICATION . The Seller hereby agrees to indemnity, save, and hold harmless the County from all claims,
<br /> demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the breach of the
<br /> Agreement by the Seller, its agents or employees, or due to any act or occurrence of omission or commission of
<br /> the Seller, its agents or employees. It is specifically understood and agreed that this indemnification agreement
<br /> does not cover or indemnify the County for its own negligence or breach of contract. 4 MODIFICATION . The
<br /> County may by written Order, make changes in the specifications if such changes are within the general scope of
<br /> the Contract.. If such charges cause an increase or decrease in the Seller' s cost or in the time required for
<br /> performance of the Contract (a ) the seller shall promptly notify the County and assert its claim for adjustment
<br /> within fifteen (1 5 ) calendar days and (b) an equitable adjustment shall be made by the County and the Contract
<br /> modified accordingly. Nothing in this clause shall excuse the Seller from performing.,
<br /> 5 DEFAULT. Time is of the essence of this contract and if delivery of acceptable items or rendering of services is
<br /> not completed by the time promised, the County reserves the right without liability in additions to its other rights
<br /> and remedies , to terminate this contract by notice effective when received by Seller, as to stated items not yet
<br /> shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge the
<br /> Seller with any and all losses incurred .
<br /> 6 TRANSPORTATION CHARGES . Transportation expenses for all shipments shall be prepaid to destination .
<br /> Shipments sent C . O . D. or freight collect without the County's written consent will not be accepted and will at
<br /> Seller 's risk and expense be returned to Seller . No charges will be allowed by the County for transportation,
<br /> packing, cartage, or containers unless otherwise authorized in the Purchase Order.
<br /> 7 UNAVOIDABLE DELAY. If the Seller is delayed in the delivery of goods purchased under the Purchase Order by
<br /> a cause beyond its control . Seller must immediately upon receiving knowledge of such delay give written notice
<br /> to the County and request an extension of time The County shall examine the request and determine if the Seller
<br /> is entitled to an extension .
<br /> 8 QUANTITY. Quantities furnished in excess of those specified in the Purchase Order will not be accepted and
<br /> will be held at Seller's risk and expense.
<br /> 9 INSPECTION. Materials or equipment purchased are subject to inspection and approval at the County's
<br /> destination . The County reserves the right to reject and refuse acceptance of items which ate not in accordance
<br /> with the instructions, specification, drawings , or data of Seller ' s warranty (express or implied ) . Rejected materials
<br /> or equipment shall be removed by, or at the expense of the Seller promptly after rejection .
<br /> 10 WARRANTY. The Seller warrants that all goods and services furnished hereunder will conform in all respects
<br /> to the terms of this order, including any drawings, specifications, or standards incorporated herein, and that they
<br /> will be free from latent and patent defects in materials, workmanship, and title, and will be free from such
<br /> defects in design in addition . Seller warrants that said goods and services are suitable for, and will perform in
<br /> accordance with, the purpose for which they are purchased fabricated, manufactured and designed or for other
<br /> purposes as are expressly specified in this order. The County may return any nonconforming or defective items
<br /> to the Seller or require corrections or replacement of the item at the time the defect is discovered, all at the
<br /> Seller' s risk and expense. Acceptance shall not relieve the Seller of its responsibility.
<br /> 11 REGULATORY COMPLIANCE. Seller represents and warrants that the goods or services furnished hereunder
<br /> (including all labels, packages and container for said goods) comply with all applicable standards, rules, and
<br /> regulations in effect under the requirements of all Federal, State, and local laws , rules, and regulations as
<br /> applicable, including the Occupational Safety and Health Act as amended with respect to design, construction,
<br /> manufacture or use for their intended purpose of said goods or services. Seller shall furnish " Material Safety Data
<br /> Sheets " in compliance with Florida Right To Know Law, Florida Statues.. Chapter 442.
<br /> 12 ROYALTIES AND PATENTS. Seller shall pay all royalties and license fees . Seller shall defend all suits or
<br /> claims for infringement of said patent, copyright or trademark rights and shall save the County harmless from
<br /> loss on account thereof.
<br /> 13 INSURANCE. The Seller shall maintain insurance as specified in Administrative Policy Manual Section 1000,6
<br /> or as otherwise required by the County..
<br /> 14 PAYMENT. Payments will be made in accordance with the terms on the face of this order, or the Seller 's
<br /> invoice, whichever are more favorable to the County and payment date therefore shall be calculated from the
<br /> receipt of invoice or final acceptance of the goods, whichever is later .
<br /> 15 IDENTIFICATION. Invoices in duplicate with prices set out and giving the correct Purchase Order Number
<br /> must be sent to the address shown on the face of this order; otherwise payment of the Seller's account may be
<br /> delayed . The Purchase Order Number shall appear on all invoices , boxes, packages, shipping documents, and
<br /> correspondence, and the list of contents shall be enclosed in each box or package .
<br /> 16 TERMINATION. Buyer may, at any time, terminate this order in whole or in part by written or telegraphic
<br /> notice or verbal notice confirmed in writing Upon termination for convenience of Buyer, the Buyer will assume
<br /> responsibility for specific contractual or scheduled financial commitments made prior to notice of termination,
<br /> Any and all services, property, publications, or materials provided during or resulting from the Contract shall
<br /> become the property of the Buyer. If, however termination is occasioned by the Seller's breach of any condition
<br /> hereof, including breach of warranty, or by Seller's delay, except due circumstances beyond the Seller' s control
<br /> and without Seller's fault or negligence, Seller shall not be entitled to any claim or costs or to any profit referred
<br /> to in said clause, and Buyer shall have against Seller all remedies provided by law and equity.
<br /> 17 TAXES. Indian River County is exempt from State and local taxes. Exemption number is printed on the
<br /> reverse side hereof . This Order shall serve as the exemption certificate.
<br /> 18 LAW GOVERNING . This contract shall be governed by and continued according to the laws of State of
<br /> Florida .
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