Purchase Order Terms and Conditions (1) (1).pdf

TERMS AND CONDITIONS APPLICABLE TO CITY OF BAKERSFIELD PURCHASE

ORDERS:

BINDING CONTRACT: Execution of this Purchase Order or commencement of performance pursuant to this Purchase Order constitutes acceptance by Vendor. This Purchase Order becomes a binding contract subject to the terms and conditions set forth and incorporated herein by reference. If delivery dates cannot be met, Vendor shall immediately inform City in writing. City’s acceptance of late performance is not a waiver of the City’s right to hold the Vendor liable for any loss or damage or modify Vendor’s obligation to make future deliveries in accordance with the schedule. Any additions to change in, modification of, or revision of this order shall not be binding unless expressed in writing by an authorized agent of the City of Bakersfield, hereinafter called “the City”. In addition, changes in terms in the Vendor's forms are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given.

DELIVERY: All prices reflect F.O.B. the City unless otherwise stated herein. Since time is of the essence, deliveries are to be made in the quantities, and at the time specified herein. If supplier's deliveries fail to meet schedule, the City, without limiting its other rights or remedies, may direct expedited routing at no additional charge to the City or may cancel this order or any portion hereof. Supplier shall be liable to the City for all damages, losses and liability incurred by the City, directly or indirectly, as a result of supplier's breach. Where the City has so authorized in writing, goods may be shipped F.O.B. Shipping Point, but supplier shall prepay all shipping charges and list said charges as a separate item on supplier's invoice unless otherwise specified herein. The City does not accept C.O.D. shipments.

SUBSTITUTIONS: All substitutions, partial deliveries and back orders require notification to, and the consent of, the Buyer whose contact information appears on Page1.

PRICE: If price(s) is shown as NOT TO EXCEED or ESTIMATE, actual price(s) may not exceed the price shown on the front of this purchase order without the express authorization of the Buyer whose contact information appears on Page 1, unless otherwise stated herein.

PRICE WARRANTY: In the event supplier reduces the price(s) for article(s) during the term of this order, supplier agrees to reduce the price(s) hereof correspondingly.

Supplier warrants that prices shown on this Purchase Order shall be complete and no additional charges shall be added without express written consent of the Buyer whose signature appears on Page 1.

SPECIAL CHARGES: Supplier shall be responsible for the payment of all charges for handling, shipping, packaging, wrapping, bags, containers, boxing, crating, labeling, customs duties, taxes, storage, insurance, and other related matters unless the City has assumed an express obligation therefore by notation elsewhere herein.

TAXES: The City must pay State Sales Tax. The City is exempt from paying Federal Excise Taxes. A certificate will be furnished upon request

INVOICES: Invoices shall be submitted to the City of Bakersfield Finance Department, 1600 Truxtun Avenue, Bakersfield, CA 93301. It is supplier's responsibility to submit all invoices directly to the Finance Department rather than to the Purchasing Division or the department of use. No invoice shall be considered due for payment until received by the Finance Department. The Purchase Order Number must appear on all correspondence associated with the order, i.e., invoices, packing slips, shipping containers and letters.

Failure to state the Purchase Order Number may delay payment.

DISCOUNT: Invoices against completed orders are paid by the City Finance Director after authorization by the appropriate City Department. If the City is entitled to a cash discount, the period of computation thereof will commence on the date of acceptance of correct, undamaged goods or receipt of a correctly completed invoice, whichever is later and NOT the date of the invoice.

PAYMENT: Payment will be made, as stated on the face of this Purchase Order, after receipt of invoice and acceptance of goods and/or services. Payment of invoices shall not constitute acceptance of the goods and/or services and invoices shall be subject to adjustment for defect in quality or failure of Supplier to meet City terms and conditions and contract specifications. if any.

CONFLICT IN TERMS: When the terms of a separate written agreement between supplier and City and the pre-printed terms on the back of this purchase order or the terms on the front of the purchase order conflict with the written agreement, the terms of the separate written agreement shall prevail. When the pre-printed terms on the back of this purchase order conflict with the terms on the front of the purchase order, the terms on the front of this purchase order shall prevail.

WARRANTY: Supplier expressly warrants that all goods and services shall conform to all specifications, drawings and samples which may have been provided to the City.

Goods and services shall be of good merchantable quality, free from material defects, of good workmanship and fit for the known purpose for which sold or provided. The cost of returning goods found to be otherwise shall be borne by the supplier.

LIENS, CLAIMS AND ENCUMBRANCES: Supplier warrants and represents that all the goods when delivered hereunder, will be free and clear of all liens, claims, encumbrances and infringements of any patents, trademarks, copyrights, or franchise rights.

TERMINATION: The City may terminate this order, or any part hereof, for cause in the event of default by supplier, or if supplier fails to comply with any of the terms and conditions of this purchase order. Late deliveries, deliveries of defective products and/or non-conforming products and failure to provide the City, upon request, of responsible assurance of future performance, shall be sufficient cause allowing the City to terminate this order. In the event of termination for cause, the supplier shall be liable to the City for any and all damages sustained by reason of default that gives rise to the termination.

Acceptance of part of the order shall not obligate the City to accept later shipments and shall not affect its rights to return goods already accepted.

FORCE MAJEURE: Neither party shall be liable for defaults or delays due to Acts of God or the public enemy, acts or demands of any government or any governmental agency, strikes (excepting strikes related to supplier’s employees), fires, floods, earthquakes, accidents, or other unforeseeable causes beyond its control and not due to its fault or negligence. Each party shall notify the other in writing of the cause of such delay within five (5) days after the beginning period thereof.

NON-DISCRIMINATION: The California Fair Employment Practices Act (Labor Code Sec. 1410-1433) prohibits discrimination in employment on the basis of race, religion, color, gender, physical handicap, mental condition, marital status, age, national origin or ancestry and is applicable to all employers, employment agencies and labor organizations. Title VII of the Federal Civil Rights Act (42 U.S.C. 2000e-2000e-17) prohibits employment discrimination on the basis of race color, gender, religion or national origin and applies to all employers that employ a minimum of fifteen (15) employees during each working day in each of twenty (20) or more calendar weeks in the current or preceding year. The City is an affirmative action employer, and the City requires suppliers and contractors to comply with the applicable laws relating to equal opportunity employment.

INSURANCE: Supplier, supplier's employees, or persons under contract to supplier in the performance of services on City property, or property under the City's obligation.

shall perform work as an independent contractor. Persons doing such work shall not be considered employees of the City. Supplier shall maintain and require its subcontractors to maintain (1) Commercial General Liability and Property Damage Insurance, including contractual liability, both general and automobile, in amounts set forth in City policy and

(2) Workers· Compensation Insurance.

INDEMNIFICATION: Supplier shall indemnify, defend, and hold harmless City, its officers, agents, and employees against any and all liability, claims, actions. causes of action or demands whatsoever against them, or any of them, before administrative or Judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by supplier, supplier's employees, agents, independent contractors, companies or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for City's sole active negligence or willful misconduct.

DEFAULT: In case of any default by the supplier of any of the conditions of this contract, the supplier agrees that the City may procure the articles or services from other sources and may deduct such costs from the unpaid balance due to the supplier, or collect against the bond or security, or may Invoice the supplier for excess costs so paid. Prices paid by the City shall be considered the prevailing market price at the time such purchase is made.

ASSIGNMENT: Assignment by supplier of the contract or any part thereof, or of funds to be received hereunder, will not be binding upon the City unless such assignment has had prior written approval and consent of the City.

WAIVER: Failure on the part of the City to insist on performance of any terms or conditions herein, or to exercise any right or privilege or the City's waiver or any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether the same or similar type.

JURISDICTION: This agreement shall be administered and interpreted under the laws of the State of California, including but not limited to the Uniform Commercial Code.

Jurisdiction of litigation arising from this agreement shall be in that state, County of Kern. If any part of this agreement is found to conflict with applicable laws, such part shall be inoperative, null and void insofar as it conflicts with said law, but the remainder of the agreement shall be in full force and effect. TERMS AND CONDITIONS

STOCK: Stock furnished by the City to be used on this order shall be returned to the

City free from damage from any cause and in accordance with all other terms and conditions of any bid or order.