Terms and Conditions.pdf

Bidder's Instructions

In responding to this invitation to bid, the bidder offers to perform the services described on the Bid Form and the Board of Elections will accept the bid through the issuance of a purchase order to the selected vendor. Bidders agree to render the services described on the Bid Form if the Board of Elections accepts its offer by issuing a purchase order on the basis of its bid.

See enclosed Terms & Conditions, which any Purchase Order issued to the selected vendor on the basis of its bid shall incorporated.

Bids must be submitted to the Infor Supplier Portal by:

10:00AM Eastern on Thursday, August 27, 2026.

Bids received after the Closing Date and Closing Time cannot be considered.

TERMS AND CONDITIONS

1. Acceptance of Purchase Order. This Purchase Order shall be effective when the Board of Elections (“BOE”) issues it to the Vendor, and the issuance of this Purchase Order by the BOE shall constitute an acceptance of such offer subject to the express condition that the Vendor assent to the terms contained herein. Any additional or different terms or conditions contained in any acknowledgement of the purchase by the Vendor shall automatically be deemed objected to by the BOE and shall not be binding upon the BOE unless specifically accepted by the BOE in writing.

2. Entire Agreement. This order, the instructions to bidders, the Request for Bid, the Bid Schedule of Items, and any specification and/or other attachments, if any, incorporated hereby by reference, constitute the entire agreement between the parties and replaces and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written with respect to such matter.

3. Indemnification. Vendor shall indemnify, defend, and hold harmless the BOE and Cuyahoga County, its officers, agents, and employees from all claims, demands, liabilities, losses, suits, cause of action, judgments, costs, and expenses, including attorneys' fees, arising, occurring, or allegedly arising or occurring from the personal injury, including death, property damage, including loss of use, or otherwise, to any person or the property of any person, including third parties and employees of any party, as a result of negligent or intentional act or omission of Vendor or its agents, employees, subcontractors or suppliers, in the furnishing of the goods covered by this PO, or because of any imperfection or defect in said goods, or based upon any claim of product liability of strict liability in tort, or because of the failure of such goods to be in accordance with the description of such goods as may appear in any catalog, analytical information report or other technical bulletin as is furnished or used by the BOE, or because of the failure of such goods to be produced in compliance with the requirements of this PO.

4. Limit of Liability. In no event shall the BOE be liable for anticipated profits, incidental or consequential damages, or penalties of any description. The BOE's liability on any claim arising out of or connected with or resulting from this contract or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim.

5. Remedies. The BOE's remedies shall be cumulative and remedies herein specified do not exclude any remedies allowed by law or in equity. Waiver of any breach shall not constitute waiver of any other breach of the same or any other provision. Acceptance of any items or payment therefore shall not waive any breach.

6. Default. Payment or acceptance of any items after the delivery date shall not constitute a waiver of the BOE's right to cancel this order with respect to subsequent deliveries. The BOE reserves the right to reasonable testing and inspection before payment or acceptance. The BOE's failure to inspect and accept or reject goods, materials, or articles shall not relieve Vendor from liability for tender or delivery of nonconforming goods nor constitute a waiver of any of the BOE's rights or remedies for breach of contract. The BOE reserves the right to reject any or all items not in conformity with the specifications noted within this purchase order in any respect.

7. F.O.B. Destination. Freight terms are F.O.B. Destination, Freight Prepaid, unless otherwise approved in writing.

8. Non-Assignment. Neither this contract, nor any interest herein, shall be assigned or subcontracted by the Vendor except upon the prior written consent of the BOE.

9. Patent, Trademark or Copyright Infringement. Vendor agrees to defend, entirely at its own expense, all claims, demands, and actions that may be asserted against the BOE for all alleged patent, trademark, and/or copyright infringement resulting from the use or resale of goods covered by the PO, and to indemnify and hold the BOE harmless against all costs, expenses, legal fees, and judgments related to such claims, demands, and actions.

10. Timing. Time is of the essence in this contract. Failure to deliver within the time specified shaH entitle the BOE, in addition to any other rights or remedies, to cancel this order and purchase the goods elsewhere, in which event the Vendor shall be responsible for any increase in cost.

11. Implied Warranty. In addition to its standard warranty, Vendor warrants that all goods supplied will be free and clear of all liens and encumbrances, good and merchantable title being in the Vendor. Upon receipt by Vendor of payment, good and merchantable title will vest in the BOE. All goods will be free from any defects in design, materials or workmanship and will be of good and merchantable quality. All goods will conform to the BOE's specifications or the approved sample as the case may be, and will be fit for the known purposes for which purchased, and that Vendor will not substitute anything without the BOE's written consent.

12. Change Orders. No changes in the PO, its prices, terms, conditions, length, or attachments are permitted, without the BOE's prior written approval.

13. Cancellation. The BOE shall have the right to cancel this order, or any undelivered portion of this order, without cause, and its liability for such cancellation shall be limited to Vendor's actual cost for work and materials applicable solely to this order that have been expected when Vendor receives notice of cancellation. The BOE may, at its option, cancel this order without liability to Vendor (except for conforming shipments the BOE previously accepted) if Vendor (a) ceases to exist, (b) becomes insolvent, (c) becomes the subject of bankruptcy or insolvency proceedings, or

(d) commits a breach in the performance of any obligation under this agreement or of any other written agreement with the BOE of Cleveland.

14. Compliance with Laws. Vendor shall comply with all federal, state, and local laws, ordinances, rules, and regulations in the manufacture and sale of the goods and performance of the services. Vendor shall defend and hold the BOE harmless from any losses, damages, or costs arising from or caused in any way by Vendor's actual or alleged violation of any federal, state, or local law, ordinance, rule, or regulation.

15. Access to Records: Vendor shall provide access to pertinent records relative to this contract/order for a period of three (3) years after the last receipt of payment is made under this contract/order, whichever occurs last.

16. Material Safety Data Sheets: Any substance delivered as a part of this order must be properly labeled in accordance with all applicable regulations and must be accompanied by a Material Safety Data sheet (MSDS).

17. Venue. Any dispute arising under this order not disposed of by agreement shall be decided by a court of competent jurisdiction in Cuyahoga County in the State of Ohio. Pending settlement on final decision of any dispute, Vendor shall proceed diligently with the performance of this order in accordance with the BOE's direction. The Charter and Ordinance of the BOE of Cleveland shall govern.

18. Tax. Buyer is exempt from Federal and State taxes for tangible personal property. Vendors doing business with the Buyer may not be exempt from paying sales tax to their suppliers for materials to fulfill contractual obligations with the Buyer, nor shall any Vendor be authorized to use the Buyer's Tax Exemption number in acquiring such materials, without the prior issuance of a signed Tax Exemption Certificate. A Tax Exemption Certificate is available upon written request.

19. Documentation. Vendor shall clearly mark all documentation with the applicable valid PO number.

20. Payment Terms. Payment will be made in accordance with the terms on the face of this contract, or the Vendor's invoice, whichever are more favorable to the BOE and payment date therefore shall be calculated from the receipt of invoice or receipt or final acceptance of the goods or services, whichever is later. All claims for money due or to become due from the BOE shall be subject to deduction or setoff by the BOE by reason of any counterclaim arising out of this or any other transaction with the Vendor. The acceptance by the Vendor of final payment shall operate as a full and complete release of the BOE. No payment for goods or services shall constitute acceptance of any defective or nonconforming goods or services by the BOE. Unless otherwise stated in the PO, the terms of payment shall be net 30 days from the receipt of a proper invoice. It shall be understood that the cash discount period, if any, to the BOE will date from receipt by the BOE of acceptable goods and invoice and not from date of invoice.

21. Insurance. Unless otherwise stated in the specifications, whenever labor is involved, the Vendor shall procure and maintain insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the services, materials, equipment and/or supplies provided to the BOE. The insurer(s) must be licensed for business in the State of Ohio. Upon demand, the Vendor shall supply certificates insurance to the BOE evidencing the required coverages. The BOE is to be added to each policy as an additional insured. The Vendor shall notify the BOE in writing at least 30 days before it cancels or reduces its insurance policy or coverage and immediately upon the Company's receipt of notice from the carrier of any cancellation or reduction of the coverage or policy. The Vendor must demonstrate the following minimum insurance coverage in accordance the following limits: General Liability Insurance with a $500,000 combined single limit. Automobile Liability Insurance must be in effect for any owned, hired and non-owned vehicle used in the performance of the work with $1,000,000 combined single limits, including bodily injury and property damage. The Vendor's insurance shall be primary and any insurance maintained by the BOE shall be excess for the BOE and not contribute with the coverage maintained by the Vendor.

22. Workman's Compensation: The Vendor shall subscribe to and comply with the Workmen's Compensation Laws of the State of Ohio and pay such premiums as may be required there under and to save the BOE harmless from any and all liability arising from or under said act. He shall also furnish a copy of the official certificate or receipt showing the payments herein referred to before commencing any work.

24. Inspection and Acceptance. No material received by the BOE pursuant to the purchase order issued under these terms and conditions of this bid document shall be deemed accepted until the BOE has had reasonable opportunity to inspect said material. All material which is discovered to be defective or which does not conform to specification, shall be replaced at the Vendor’s sole cost or the BOE issued full credit. Such right to replace, offered to the BOE arising from defective goods, shall not exclude any other legal, equitable or contractual remedies the BOE may have therefore.