Purchase Order Terms & Conditions
Browse the following explanations of terms and conditions so you can be aware of how purchase orders operate in the City of Hampton.
Assignments of Rights
Seller shall not delegate any duties nor assign any rights or claims under this contract or for breach thereof without the written consent of city and no such attempted delegation or assignment shall be binding on city. All claims for monies due or to become due from the city shall be subject to deduction by the city for any setoff or counterclaim arising out of this or any other city’s transactions with seller whether such setoff or counterclaim arose before or after assignment by seller without seller's consent, of an assignee for the benefit of creditors or of a receiver, the city shall be entitled to elect to cancel any unfilled part of this order without any liability whatsoever.
Discounts shall be calculated if accepted from the date the material is received by the city at the destination designated in this purchase order.
City may at any time make changes in the delivery, drawings, quantities, designs and specifications but no change will be allowed unless authorized by the city in writing by issuance of change orders. City may also make changes in the method of shipping or packaging and place of delivery by any means of communication followed up with issuance of change orders. If any such change affects cost or delivery schedules of this order, an equitable adjustment shall be made, provided seller makes a written claim therefore within 15 days from the date of city’s written notification.
Compliance with Laws
Seller further agrees to comply with all Federal, State, and local laws, applicable to this order.
If any of the materials or services are defective in material or workmanship or otherwise not in conformity with the requirements of this order, city shall have the right to either reject them or to require their correction, and to return them at seller's risk and expense, including transportation both ways.
Time is of the essence. Delivery shall be strictly in accordance with the schedule set forth in the purchase order. Delays in shipment shall be reported immediately by the seller to the city. City reserves the right to cancel this order in whole or in part if seller should fail to make deliveries in accordance with the terms of the purchase order and any purchase agreement referenced therein. Delivery terms are F.O.B. (free on board) destination unless otherwise noted in the purchase order.
Seller further agrees to comply with the provisions of all city, state, and federal rules and regulations (including those of the Secretary of Labor) and executive orders applicable to this order regarding nondiscrimination because of race, creed, color, sex, age, and national origin, physical or mental handicap.
This Purchase Order shall be interpreted and governed in all respects according to the law of the Commonwealth of Virginia.
In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against seller, including any proceeding under the applicable Federal or State bankruptcy law currently in effect, or in the event of the appointment, with or without seller's consent, of an assignee for the benefit of creditors or of a receiver, the buyer shall be entitled to elect to cancel any unfilled part of this order without any liability whatsoever.
Seller agrees that whenever an actual or potential labor dispute delays or threatens to delay the timely performance of this order, seller will immediately give written notice thereof to the city.
All notices, requests, demands and elections under this purchase order, other than routine operational communications, shall be in writing and shall be deemed to have been duly given on the date when hand-delivered, or on the date of the confirmed facsimile transmission, or on the date received when delivered by courier that has a reliable system for tracking delivery, or six city business days after the date of mailing when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid.
Seller warrant that all material or services delivered hereunder shall comply with all provisions of the Williams-Sterger Occupational Safety and Health Act of 1970 including any then current rules and regulations issued there under.
Objective Quality Evidence
Seller agrees to maintain quality evidence for materials supplied hereunder in accordance with the requirements of all recognized standards pertaining to this order. Seller shall supply this evidence to the city upon request.
Seller's complete acceptance of this order will be presumed unless the seller acknowledges exceptions within 15 days after the date of this order.
Subject to inspection and acceptance, city will be liable for payment only for quantities ordered and delivered. Over-shipments shall be held at seller's risk and expense for a reasonable time waiting shipping instructions. Shipping charges for returns shall be at seller's expense.
Patent, Trademark, Copyright Indemnity
Seller shall pay all royalty and license fees relating to the items covered by this purchase order. In the event any third party shall claim that the manufacture, use and sales of the goods supplied under this contract constitute an infringement of any copyright, trademark, or patent, the seller shall indemnify the City of Hampton ("City") and hold the city harmless from any cost, expense, damage or loss incurred in any manner by city on account of any such alleged or actual infringement.
This order shall not be filled at prices higher than those shown on this order, unless such increased prices have been authorized by the city. Seller warrants that the prices to be charged for articles or services ordered herein are not in excess of prices charged to other customers similarly situated, for similar quantities of goods of like quality.
The rights and remedies provided by city herein shall be cumulative and in addition to any other rights provided by law or equity.
Termination with Cause / Breach
In the event that seller shall for any reason or through any cause be in default of the terms of this purchase order, city may give seller written notice of such default by certified mail / return receipt requested, addressed to the seller. The purchase order may be terminated by either party in the event that the other party has failed to perform a material obligation or has otherwise breached a material term of this purchase order, if that other party has failed to cure that failure or breach within 10 days after receipt of written notice thereof from the other party. Upon failure of the seller to cure the default, city may immediately cancel and terminate this purchase order as of the mailing date of the default notice. In the event of violations of law, safety or health standards and regulations, this purchase order may be immediately cancelled and terminated by city and provisions herein with respect to opportunity to cure default shall not be applicable.
Termination without Cause
The city may at any time, and for any reason, terminate this contract by written notice to the seller specifying the termination date, which shall be not less than 30 days from the date such notice is mailed. Notice shall be given to the seller. In the event of such termination, seller shall be paid such amount as shall compensate seller for the work satisfactorily completed, and accepted by city, at the time of termination. If the event the city terminates this purchase order, seller shall withdraw its personnel and equipment, cease performance of any further work under this purchase order, and turn over to city any work completed or in process for which payment has been made.
Title & Risk of Loss
Title and risk of loss, shall pass to the city at the destination point, as to goods that are accepted by city.
Title to Specifications
The city shall at all times have title to all drawings and specifications furnished by the city to seller and intended for use in connection with this order. Seller shall not disclose such drawings and specifications to any person, firm or corporation other than city or seller's employees, subcontractors, or government inspectors. The seller shall, upon city‘s request, promptly return all drawing and specifications to the city.
Waiver of a breach of a provision of this purchase order shall not constitute waiver of full compliance with such provision nor shall it be construed as a waiver of any other breach.
The seller warrants that all materials or services delivered hereunder will conform to the design and specifications and to drawings, samples or other descriptions referred to in this order will conform strictly to the requirements of this order, and will be free from defects in material and workmanship. Such warranties shall service any inspections, delivery, acceptance, or payment by the city of the materials or services for a period of six months following date of shipment-unless specified herein.
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