PO Terms and Conditions
BILLING AND SHIPPING INSTRUCTIONS
· PO number must appear on all invoices, packages, and correspondence.
· Payment will be made on original invoices only. The invoice must show the Purchase Order number, quantity, unit price, and amount for each item.
· Packing slips must be included in each shipment. All goods are to be shipped prepaid, “Free on Board” destination. No “cash on deliveries”, Express or Freight Collect Shipments accepted.
1. DEFINITIONS. The term “Purchaser” means Nooksack Valley School District and the term “Seller” means the person, firm, or corporation from who the merchandise or service has been ordered.
2. CONTRACT. This form, when properly signed and bearing a Purchase Order Number, is the only form which will be recognized by Purchaser as authority for charging merchandise to its account: supersedes all previous communications and negotiations, except as referenced herein, and constitutes the entire agreement between the parties. The Seller, without written consent of the Purchasing Agent, shall not make any changes, alterations or variations in the terms of the Purchase Order. No terms stated by Seller in accepting or acknowledging this order shall be binding upon Purchaser unless accepted in writing by Purchaser. Seller may not assign this order without Purchaser’s prior consent. When a Bid Number is cited on the face of this form. terms, conditions and specifications offered by the Seller and accepted by the Purchaser are made a part of this contract. Seller agrees not to furnish any substitutions for the items described herein without consent of the Buyer. Seller shall not subcontract without Purchaser’s written consent, any portion of the work to be performed under this order other that the amount and of the nature indicated on Seller’s quotation.
3. DELIVERY. The Seller shall deliver the materials, equipment or supplies or cause the work to be performed within the time and manner specified in the Purchase Order.
4. INSPECTION. All merchandise is subject to Purchaser’s inspection within a reasonable time after arrival at the ultimate destination. If, upon inspection, any merchandise is found to be unsatisfactory, defective or of inferior quality or workmanship or fails to meet the specification or any other requirements of this order, Purchaser may return such merchandise to Seller at Seller’s expense. Payment of merchandise prior to inspection shall not be construed to be an acceptance of unsatisfactory or defective merchandise. Upon the return of any unsatisfactory or defective merchandise, Seller shall reimburse Purchaser for any amounts paid by Purchaser on account of the purchase price of such returned merchandise and any costs incurred by Purchaser in connection with the delivery or return of such merchandise.
5. WARRANTY. Seller warrants that all articles furnished here-under shall be free from all defects in material and workmanship and shall conform to any applicable specifications and for the purpose for which they are sold. Said warranties shall remain in effect for a period of one year after it is accepted at destination. This warranty is in addition to any standard warranty or service guarantees given by the provisions set forth herein. Seller, upon notice from Purchaser, shall at purchaser’s discretion, either repair or replace the defective article or merchandise or agree to an equitable adjustment in the order price.
6. COMPLIANCE WITH LAWS AND DISTRICT POLICIES AND PROCEDURES. Seller shall, at its sole expense, comply with all applicable federal, state, and local laws. government rules, regulations, requirements, District policies and procedures and ordinances which may now or hereafter be in force, relating to the purchase, manufacture, processing and delivery of the merchandise or service, and shall obtain and pay for all required licenses and permits. All equipment furnished will be required to satisfy any applicable requirements of the Occupational Safety and Health Act and/or the Washington Industrial Safety and Health Act in effect at the time of delivery.
7. MATERIAL SAFETY DATA SHEETS (MSDSs) are required with the shipment of any hazardous chemical as defined by OSHA Hazard Communication Standard (29 CFR 1910.1200). No payment will be made on any hazardous material until the required MSDS form has been received.
8. NONDISCRMINATION. Nooksack Valley School District is an equal opportunity employer. The Seller agrees that it and its subcontractors will comply with all local, state, and federal laws prohibiting discrimination with regard to race, creed, color, sexual orientation, gender expression, gender identity, national origin, sex, marital status, age, honorably discharged veteran or military status, the presence of any sensory, mental or physical handicap, or the use of a trained dog or service animal by a person with a disability. The Seller understands that discrimination in public accommodation based solely on a disability is prohibited. The Seller understands and agrees that its own compliance with nondiscrimination laws is a condition precedent to its right under this purchase order and that violation of said laws may result in cancellation of this order.
9. CRIMES AGAINST CHILDREN. The Seller shall not utilize any employee at a District site or allow any contact between school children and any employee when an employee has pled guilty to or been convicted of any felony crime against a child listed in RCW 28A.400.322 as enacted or hereinafter amended. Any failure by the seller to comply with this section shall be grounds for Nooksack Valley School District to terminate the contract.
10. DEBARMENT AND SUSPENSION. The Seller assures that neither it nor any affiliate or subcontractor to this contract appears on the List of Parties Excluded from Federal Procurement and Non-procurement Programs maintained by the GSA of the USA Government because of suspension or debarment and further assures that neither it nor any affiliate or subcontractor to this contract is ineligible, debarred, or suspended from contracting with the State of Washington. Seller is responsible for notifying Nooksack Valley School District of any change to suspension or debarment status at any time during the contract period.
11. TAXES. Purchaser is not sales tax exempt. Purchaser is exempt from all federal excise tax.
12. PUBLIC WORK PROJECTS. If the project is identified as a Public Works on the face of this form, it is subject to Prevailing Wages and may be subject to other Public Works requirements such as Performance Bonds, Payment Bond, Retainage and Additional Insured Endorsement Certification.
13. INDEMNIFICATION: Any and all claims which hereafter arise on the part of any and all persons as a direct or indirect result of Seller or its employee’s(s’) or agent’s(s’) performance or failure to perform duties pursuant to this agreement/purchase order, shall be the Seller’s/Contractor’s sole obligation and the Seller/Contractor shall indemnify and hold harmless Nooksack Valley School District in full for any and all such acts or failures to act on the part of the Seller/Contractor or its employee(s) or agent(s).
14. TITLE. Seller warrants that the merchandise it is selling to the Purchaser is free and clear of all liens and encumbrances and that Seller has a good marketable title to same.
15. COVENANT AGAINST CONTINGENT FEES. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employee or bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach or violation of this warranty the Purchaser shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.
16. TERMINATION FOR DEFAULT. The Purchaser, by written notice, may terminate this contract, in whole or in part, for failure of the Seller to perform any of the provisions hereof. In such event, the Seller shall be liable for damages, including the excess cost of reproducing similar supplies or services; provided that, if (1) it is determined for any reason that the Seller was not in default or (2) the Seller‘s failure to perform is without its and its subcontractor’s control, fault, or negligence, the termination shall be deemed to be a termination for convenience under paragraph 17. As used in this provision the term “subcontractor” and “subcontractors” means subcontractors at any tier.
17. TERMINATION FOR CONVENIENCE. The Purchaser, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the Purchaser. If this contract is for supplies and is so terminated, the Purchaser shall be liable only for payment in accordance with the payment provisions of this contract for services rendered prior to the effective date of termination.
18. GOVERNING LAW. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Washington.