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PURCHASE ORDER TERMS AND CONDITIONS
<br />(1) The delivery of the goods and/or services within the time specified is of the essence of this Purchase Order. Buyer shall have the right to cancel any or all
<br />item(s) without obligation if delivery is not made on or before the time(s) specified. In the event Seller fails to make timely shipment, Buyer shall have the right
<br />to purchase elsewhere and unless the delay was caused by unforeseeable circumstances beyond Seller's control, seller shall reimburse Buyer for any additional
<br />chargesincurred.
<br />(2) All purchases are F.O.B. destination, freight prepaid by Seller unless otherwise stated on the Purchase Order. Collect shipments will not be accepted.
<br />Calculations for invoice payment will be calculated from the date Buyer receives the invoice. All packages MUST BEAR THE BUYER'S PURCHASE ORDER
<br />number on the shipping label.
<br />(3) The risk of loss, injury or destruction, regardless of the cause shall be borne by the Seller until delivery of goods to the specified destination, and inspection and
<br />acceptance of the goods by Buyer. Rejected goods will be returned to Seller's at Seller's risk and expense. Title of goods shall pass to Buyer upon acceptance.
<br />(4) Seller warrants that the goods, services, and/or workmanship furnished and/or delivered pursuant to this Purchase Order shall:
<br />a. Conform in all respect to the description and specifications contained in this Purchase Order;
<br />b. Be merchantable and fit for the ordinary purposes for which such goods are used or intended to be used;
<br />C. Be new and not secondhand, or good quality and free form defects whether latent or patent in material or workmanship; all material and workmanship
<br />is warranted for a minimum of one (1) year from date of acceptance by Buyer unless otherwise stipulated herein;
<br />d. Be free from any security interests, liens or encumbrances; Seller warrants that it has good and marketable title to the goods delivered hereunder;
<br />e. Comply with the requirements of all applicable federal, state, and municipal laws and regulations;
<br />f. Not infringe upon or violate any copyrights or patent rights.
<br />No warranty, either express or implied, may be modified, excluded or disclaimed in any way by Seller. All warranties shall remain in full force,
<br />notwithstanding acceptance and payment to Buyer.
<br />(5) Seller shall indemnify, defend and hold harmless Buyer for all damages, losses and liabilities arising out of (1) the operations of Seller pursuant to this
<br />Purchase Order including but not limited to those caused by or arising out of a defective condition in the goods, whether patent or latent, provided that such
<br />defect existed at the time of shipment by Seller; (2) infringement of any United States patent, trademark or copyright for or on account of the use of any
<br />product sold to the Buyer, and/or (3) any negligent act, error or omission by the Seller, or its employees, agents, subcontractors or assignees in connection with
<br />services performed under this Purchase Order. Seller agrees to pay all damages, costs and attorney's fees incurred in the defense of any such claim.
<br />(6) Buyer, acting through its City Manager or designee, reserves the right to terminate this order in whole or in part for default if (a) Seller fails to perform in
<br />accordance with any of the requirements of this order or (b) Seller becomes insolvent or suspends any of its operations of if any petition is filed or proceeding
<br />commenced by or against Seller under any State or Federal Law relating to bankruptcy, reorganization, receivership or assignment for the benefit of
<br />creditors. Any such termination shall be without liability to the Buyer except for completed items delivered or accepted by the Buyer. In the event of default by
<br />the Seller, Buyer may procure the articles or services covered by this order from other sources and hold the Seller responsible for any excess costs occasioned
<br />thereby, in addition to the all other available remedies at law or equity.
<br />(7) Buyer is exempt from Federal and State Taxes.
<br />(S) Seller shall comply with all applicable federal, state, and local laws, rules and regulations, including but not limited to the Fair Labor Standards Act and
<br />Equal Opportunity Provisions of Executive Orders. Seller must comply with the requirements under Chapter 442, Florida Statutes, that any toxic substance
<br />delivered as part of this order must be accompanied by a Material Safety Data Sheet (M.S.D.S).
<br />(9) Failure by Seller to (1) deliver or install the goods and/or services in accordance with the Buyer's delivery/installation deadlines, or (2) deliver or install the
<br />exact quantities of the goods and/or services to the Buyer in accordance with the Buyer's delivery/installation deadlines, shall cause the Seller to pay to the
<br />Buyer liquidated damages in the amount of five percent (5 %) of the total purchase price. Seller and Buyer agree that the amounts described as liquidated
<br />damages are not penalties but represent a fair and reasonable estimate of the costs that the Buyer will incur by reason of Seller's failure to perform, and are
<br />fair and reasonable compensation to the Buyer for its losses. Failure by Buyer to impose liquidated damages will not constitute a waiver of the right to enforce
<br />this section nor will it constitute a waiver of any other right of Buyer under the Purchase Order Terms and Conditions, including but not limited to the Seller's
<br />obligation to Buyer to pay any overdue amounts or perform any services required under the Purchase Order Terms and Conditions.
<br />(10) This Purchase Order shall be governed and construed according to the laws of the State of Florida. All parties to this Purchase Order shall submit to the
<br />jurisdiction of any Florida state or federal court in any action or proceeding arising out of, or relating to, this order or the performance or work hereunder.
<br />Venue of any action to enforce this order or the performance of work hereunder shall be in Miami Dade County, Florida. If Buyer or Seller shall be required
<br />to enforce the terms of this order by court proceedings or otherwise, whether or not formal legal action is requited, the prevailing party shall be entitled to
<br />recover from the other party all such costs and expenses, including but not limited to, costs and reasonable attorney's fees.
<br />(l 1) This Purchase Order contains the entire understanding of the parties relating to the subject matter hereof, superseding all prior communications. This
<br />Purchase Order may not be changed except by written amendment signed by authorized agents by both Buyer and Seller. Seller is expressly prohibited from
<br />delegating its duties and obligations or transferring or assigning its rights hereunder without the prior written approval of Buyer.
<br />(12) Any delivery of goods and services referenced in this Purchase Order and for the Seller's attached quote constitutes acceptance by the Seller of the foregoing
<br />terms and conditions.
<br />(13) In the event services or delivery of goods are scheduled to end because of the expiration of this PO, the vendor shall continue the service or delivery of the
<br />goods upon request from the City. The extension period shall not extend for more than ninety (90) days beyond the expiration date of the existing PO. The
<br />successful vendor shall be compensated for the service or delivery of goods at the rate(s) in effect from the original quoted price.
<br />(14) By accepting this Purchase Order, Seller certifies that Seller is not listed on the Scrutinized Companies that Boycott Israel list, the Scrutinized Companies with
<br />Activity in Sudan list, the Scrutinized Companies with Activities in Iran Petroleum Energy Sector list, has not engaged in business operations in Cuba or Syria or
<br />is engaged in the boycott of Israel pursuant to Florida Statutes Section 217.4725.
<br />(15) The awarded vendor and/or any and all subcontractors or anyone directly or indirectly employed by either of them shall maintain in force at their own
<br />expense insurance as required by the City. Seller rendering service on City property must provide and maintain the City as an additional insured on their
<br />current policy.
<br />Revised 01/21
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