Urbana_Standard_Terms_and_Conditions.pdf

Standard Terms and Conditions (from the Urbana Purchase Order)

Unless otherwise stated on this purchase order (“P.O.”), the following standard terms and conditions apply.

1. Prices. The prices shown on this P.O. are complete, including shipping, handling, installation, and all other charges.

2. Delivery. The Vendor shall complete delivery no more than 30 days after the date of this P.O. The Vendor shall list the P.O.

number on all bills and packing lists and include a separate invoice with each shipment of goods.

3. Payment; sales tax. The City shall make payment not more than 30 days after it accepts all goods delivered or work performed and receives a correct bill. The City is not liable for payment delays caused by inaccurate bills or bills that lack the applicable P.O. number. The City is exempt from payment of sales tax.

4. Inspection; rejection; acceptance. Before making payment, the City may inspect all goods delivered and services performed and reject those that are defective or nonconforming. The City may return rejected goods and goods supplied in excess quantities to the Vendor at the Vendor’s risk and expense. The Vendor shall promptly correct all work or services identified to be defective or nonconforming, whether observed before or after completion of the services. The Vendor is responsible for all costs of correcting such defective or nonconforming goods or services, including costs associated with repairing any damage, re‐performing the services, and incurred due to the Vendor’s inadequate performance.

5. Warranties. In addition to all warranties provided by law, the Vendor warrants that the goods delivered pursuant to this P.O.:

(a) conform to the descriptions and specifications contained herein; (b) are fit for the purpose for which such goods are ordinarily employed and any particular use the City has specified to the Vendor; (c) are new, unused, and safe for their intended purpose; (d) are free from any security interests, liens, claims, or encumbrances; (e) comply with all applicable federal, state, and municipal laws;

(f) do not infringe upon or violate any copyrights or patents, unless the City has furnished the designs used on the goods; and (g) will operate for a reasonable period under normal use.

6. Cancellation. The time for delivery of goods or performance of services pursuant to this P.O. is of the essence. The City may cancel any or all of this order without liability if the Vendor: (a) fails to meet price, quantity, quality, or delivery requirements; (b) ceases to operate in the normal course of business; (c) declares bankruptcy or otherwise is subject to legal proceedings concerning creditor relief; (d) applies for or is subject to appointment of a receiver; or (e) makes any assignment for the benefit of creditors.

The City also reserves the right to cancel for any other reason permitted by the Uniform Commercial Code.

7. Default. If the City initiates suit for any default of the Vendor, the Vendor shall pay the City’s costs to enforce the terms of this P.O., including court costs and reasonable attorneys’ fees.

8. Indemnification. Except for claims based solely upon the negligence, gross negligence, or willful, wanton, or intentional misconduct of the City, its officers, agents, or employees, the Vendor shall INDEMNIFY and DEFEND the City and its officers, agents, and employees against all claims, including attorneys’ fees, arising from (a) any defect in the goods or services that existed at the time of delivery to the City; (b) the Vendor’s breach of any warranty; or (c) the Vendor’s performance or failure to perform the provisions of this P.O.

9. Risk of loss. The Vendor shall bear the risk of loss, injury, or destruction of the goods or services specified in this P.O. until delivery to the specified destination and the City’s inspection and acceptance.

10. Independent contractor. The parties are independent contractors with respect to each other, and nothing in this P.O.

creates any association, partnership, joint venture, or agency relationship between them.

11. Force majeure. Neither party will be deemed to be in default for performance delays caused by floods, earthquakes, fires, epidemics, wars, riots, or other civil disturbances. The City may cancel this P.O. after determining such delay will prevent successful performance of this P.O.

12. Assignment. The Vendor shall not assign or subcontract its rights without the City’s prior written approval.

13. Variations; entire agreement. The City expressly objects to and rejects any different terms, variations, or substitutions.

This P.O. constitutes the entire agreement between the parties concerning the subject matter, supersedes all prior agreements or understandings pertaining to the subject matter, and may not be amended except by a writing signed by both parties.

14. Governing law. The parties shall construe this P.O. according to Illinois law and the Urbana City Code and shall initiate and maintain any action to interpret or enforce this P.O. in the Sixth Judicial Circuit Court, Champaign County, Illinois.

15. Nonwaiver. Either party’s failure to enforce any provision of this P.O. will not be deemed a waiver of future enforcement of that or any other provision. A waiver of any provision of this P.O. is valid only if in writing and signed by the parties.

16. Compliance with laws. The Vendor shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations, including without limitation those pertaining to nondiscrimination, all of which as may be amended from time to time.

17. Prevailing wages. The prevailing rates of wages are revised by the Department of Labor and are available on the Department's official website.

18. Survival. The obligations set forth in Paragraphs 5, 7, 8, and 14 will survive the termination of this P.O.