The following terms and conditions will apply to this procurement:
As used in this purchase order, “Buyer” means Diesel Electrical Equipment, Inc. “Vendor” means the individual or company, or organization from whom the goods are ordered. “Goods” means all equipment, material, or supplies to be procured by Buyer from Vendor under the purchase order.
PURCHASE ORDER AUTHORITY; APPLICABLE TERMS
The Vendor’s copy of the purchase order, when properly signed, is recognized by the Buyer as authority for charging Goods to its account, supersedes all previous communications and negotiations except as specifically incorporated and constitutes the entire agreement between the parties. No terms stated by the Vendor in accepting or acknowledging an order shall be binding on the Buyer unless accepted in writing by the Buyer. In particular commencement of performance by the Vendor in the absence of the Buyer’s absence of the Buyer’s agreement to the Vendor’s proposed terms will constitute the Vendor’s acceptance of the terms of this purchase order and any terms or documents incorporated in this purchase order by reference. This order is subject to the provisions of the invitation for bids (IFB) referenced by the bid file number in this purchase order and any special specifications, terms or conditions accompanying or incorporated by reference in this order by the Buyer as included in this document.
The goods must be delivered no later than the delivery date or dates specified in this purchase order. Unless the Buyer agrees otherwise, delivery of Goods must occur between the hours of 7:30 am and 4:00 pm, Monday through Friday, excluding holidays.
All goods are subject to the Buyer’s inspection within a reasonable time after delivery. Payment for Goods prior to inspection shall not be construed to be an acceptance of unsatisfactory or defective Goods. If upon inspection, any Goods are found to be unsatisfactory, defective or of inferior quality or workmanship, or fail to meet the specifications or any other requirements of the order, or are unsuitable for their intended use, the Buyer may reject the Goods and return the Goods to the Vendor at the Vendor’s expense. Upon the return of any rejected Goods, the Vendor shall reimburse the Buyer for an amount paid by the Buyer on the account of the purchase price of the returned Goods and any cost incurred by the Buyer in connection with the delivery and return of the Goods, including charges for transportation both ways plus labor, reloading, trucking, etc. In the case of partial shipments, the balance of the order may be cancelled by the Buyer if shipments are not made on the date specified.
The Buyer reserves the right to refuse delivery for any hazardous substance of which the Vendor has not provided the required Safety Data Sheet prior to or at the time of delivery.
This order must not be filled at higher prices than indicated. The quantity of Goods delivered shall not be greater than the amount specified unless an additional amount is first ordered by the Buyer in writing or unless the additional quantity is to be accepted by the Buyer at no charge.
If the Buyer determines that an item does not conform strictly to specifications but can be used satisfactorily, the Buyer‘s purchasing agent, with written agreement of the Vendor, may adjust the price and authorize use of such part of the order, if it is required to sustain the Buyer’s continued operation.
The Vendor shall be responsible for any and all loss or damage to the Goods until delivered to the Buyer at the F.O.B. point specified or, if no F.O.B. point is specified, until delivered to a common carrier or to the Buyer’s facility, whichever occurs first.
This purchase is exempt from federal excise and transportation tax if applied to tax exempt orders.
The Vendor warrants that the Goods will: a) conform to their description and any applicable specifications; and b) be of good merchantable quality and fit for any known purpose for which they are sold. The Vendor warrants that it has good and marketable title to the Goods and that the Goods will be: a) new, unless the Buyer specifies otherwise; and b) free and clear of all liens and encumbrances. The Vendor warrants that the sale and use of the Goods will not infringe or contribute to the infringement of any patents, copyrights, or trademarks, these warranties are in addition to any standard warranty or service guarantee given by the Vendor to the Buyer or any warranty provided by law. The Vendor shall indemnify the Buyer against any loss or damage, including attorney’s fees and other costs of defending an action arising from the breach of these warranties.
The Vendor agrees to defend, indemnify, and hold the Buyer harmless from any expenses, damages, or claims arising from the performance under this purchase order by the Vendor, its agents or employees.
PERFORMANCE AND PAYMENT BONDS
If required by Buyer’s specifications, the Vendor will provide the Buyer with a Performance Bond and a Payment Bond, issued by a surety acceptable to the Buyer and naming the Buyer as oblige under the bonds, bonding and assuring the Vendor’s performance of this procurement and payment of all persons furnishing labor and materials for the Work. The bonds shall be in the amounts required by the specifications and shall be delivered to the Buyer prior to issuance of the purchase order. The premium shall be paid by the Vendor and the bonds shall be maintained in force until delivery of all the Goods and for one year after the final payment is made.