City of Aiken Conditions of Purchase

The term “Seller” as used herein shall include all persons or firms furnishing goods, materials, tools, machinery, equipment, services or labor for Buyer’s benefit. Seller, by accepting this order, agrees to the following conditions of purchase:

1. Buyer recognizes that Seller, may, for operating convenience, desire to utilize its own sales form in acknowledging this order, or otherwise acknowledges it than by simple acceptance. Regardless of the form in which this purchase order may be accepted. Seller agrees that any provisions in the form of acceptance used, which modify, conflict with or contradict any provision of this order and those provisions in the form of acceptance not deemed to be waived constitute the whole contract between the parties.

2. If the terms of this order do not appear on or agree with Seller’s invoice as rendered, Seller agrees that Buyer may change Seller’s invoice to conform to this order and make payment accordingly.

3. The seller warrants that goods subject to his order shall conform to specifications, if any, shall be free from defect in workmanship and material, and shall be subject to all implied warranties under the Uniform Commercial code. All such goods shall be subject to inspection and to rejection for breach of warranty by the Buyer within a reasonable time after receipt. The signature of our Receiving Department is for count of original packages only and not for correct weight or count, quality or condition of content. The Seller shall not replace defective goods without the prior written consent of the Buyer.

4. The failure of any goods delivered hereunder to meet the quality herein specified or, except to the extent provided in Paragraph 5 hereof, the failure of the seller to make any delivery in the quantity or within the time specified or to comply with any of the other terms and conditions hereof shall, at the Buyer’s option, relieve buyer of any obligation to accept such goods or undelivered part thereof and upon any such failure buyer may place a purchase order elsewhere for an equal or less quantity of goods of the same or substantially equal quality and charge seller with any increased cost or loss so incurred. Any failure of buyer to exercise such option with respect to any portion of this order shall not constitute a waiver with respect to any undelivered installments.

5. In the event of war, insurrection, riot, natural disaster, fire, flood, accidents, labor troubles, Government act, order or regulation or any other cause similar to the foregoing or not, interfering with production, transportation or use of the goods specified herein, the parties hereto shall be excused from performance hereunder proportionately as the Seller’s ability to produce or deliver to buyer’s ability to receive or use is reduced by such cause or condition, taking into consideration, however, Seller’s stock on hand and its total obligations to make deliveries to Buyer’s stock on hand and its total obligations to receive deliveries of goods of the same or substantially equal quality, as the case may be.

6. Seller will give Buyer the benefit of any price declines to actual time of shipment, except that should Buyer permit shipment to be made before specified shipping date. Buyer shall have advantage of lower prices which occur before the specified shipping date.

7. Seller agrees to pack or containerize goods, including marking and labeling as may be required or as may be prudent to do, covered by this purchase order to comply with I.C.C. and/or D.O.T. regulations and, if for export to comply with latest Steamship Requirements.

8. Whenever Seller shall, by virtue hereof, have in its possession property of Buyer, Seller shall be deemed an insurer thereof and shall be responsible for its safe delivery to Buyer.

9. Seller certifies that all goods delivered under this contract have been produced in compliance with the Federal Wage and Hour Law (Fair Labor Standards Act of 1938 as amended), and that all goods produced and delivered and/or any services rendered under this order comply with the requirements of applicable Federal Safety and Health Standards. Without limiting the foregoing, to the extent that any of the items covered by this purchase order are to be used by buyer in connection with its manufacture, processing, distribution in commerce, use or disposal, Seller hereby certifies and represents he has complied with all applicable rules and regulations issued under the TOXIC SUBSTANCES CONTROL ACT (Public Law 94-469), and will defend, indemnify and hold harmless buyer from and against any and all claims, losses, damages, costs and expenses (including attorney’s fees) resulting from or arising out of any failure to so comply with said Act.

10. By acceptance of this order, Seller agrees where required to comply with the provisions of the Federal Equal Employment Opportunity clause (Section 60-1.4, Title 41, code of federal Regulations): with the provisions of Title 29 United States Code Section 791 (Employment of Handicapped Individuals and all regulations or orders promulgated thereunder; with the provisions of Title 38 United States code Section 2012 Veteran’s Employment Emphasis Under federal Contracts) and all orders and regulations promulgated thereunder; and all other federal, state or municipal laws, regulations or ordinances which apply to goods and/or services provided hereunder.

11. Seller agrees to furnish buyer, if requested in this purchase order, certificates of insurance evidencing adequate insurance coverage in amounts satisfactory with buyer, said certificate to include an indemnity clause to indemnify and defend buyer against all claims, losses and liability arising out of its obligations to Seller under the terms of this Purchase Order.

Minimum Insurance Requirements

1. Worker’s compensation – statutory
2. Motor Vehicle Liability – Bodily Injury and property damages – $1,000,000.00 per occurrence
3. General Liability – Bodily injury and property damage – $ 1,000.000.00 per occurrence

12. The within contract or purchase order and these conditions contain the entire agreement between the buyer and the Seller and there are no prior or contemporaneous oral or written understandings or agreements binding on the buyer affecting the subject matter of the within order other than those expressly referred to therein. No agreement or other understand in any way modifying the conditions of the contract resulting from the acceptance of the within order will be binding upon the buyer unless made in writing and signed by its authorized representative.