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Purchase 00044586-00 <br /> BY ACCEPTING THIS ORDER order x <br /> SELLER AGREES TO THE FOLLOWING TERMS AND 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 River County Purchasing Department . Any additional or <br /> different terms and conditions proposed by Seller are objected to and hereby rejected unless specifically agreed <br /> to by the County <br /> 3 IN . <br /> The Seiler 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 ( 15) 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 deliveryofgoods 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 goads 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. I. <br /> 11 REGULATORY COMPLIANCE . Seller represents and warrants that the goods or services furnished hereunder <br /> (including all labels , packages and container for saidgoods) 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. <br />