The purchase order contract includes the following terms and conditions and includes, but is not limited to the invitation to bid, request for quotations, specifications, plans and published rules and regulations of the department of General Administration State Purchasing Division and the laws of the State of Washington, which are hereby incorporated by reference.
No alteration in any of the terms, conditions, delivery, price, quality, quantities. or specifications of this order will be effective without the written consent of the Director of Purchasing and Material Control.
No charges will be allowed for handling which includes, but is not limited to: packing, wrapping, bags, containers or reels, unless other-wise stated herein.
For any exceptions to the delivery date as specified on this order, Vendor shall give prior notification and obtain written approval thereto from the Director of Purchasing and Material Control. With respect to delivery under this order, time is of the essence and the order is subject to termination for failure to deliver as specified. The acceptance by the Purchaser of late performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Vendor.
(4) Payments, Cash Discount, Late Payment Charges:
Invoices will not be processed for payment nor will the period of computation for cash discount commence until receipt of a properly completed invoice or invoiced items are received, whichever is later. If an adjustment in payment is necessary due to damage or dispute, the cash discount period shall commence on the date final approval for payment is authorized. Under Chapter 68, Laws of 1881, if purchaser fails to make timely payment, vendor may invoice for a minimum of one dollar or one percent per month on the amount overdue. Payment shall not be considered late if a check or warrant is available or mailed within the time specified, or if no terms are specified, within thirty days. Normally, payments to vendors will be remitted by mail. The Purchaser shall not honor drafts, nor accept goods on a sight draft basis.
(5) Shipping Instructions:
Unless otherwise specified, all goods are to be shipped prepaid, FOB Destination. Where shipping addresses indicate room numbers, it will be up to the Vendor to make delivery to that location at no additional charge. Where specific authorization is granted to ship goods FOB shipping point, Vendor agrees to prepay all shipping charges, route as instructed or if instructions are not provided, route by cheapest common carrier, and to bill the Purchaser as a separate item on the invoice for said charges. Each invoice for shipping charges shall contain the original or a copy of the bill indicating that the payment for shipping has been made. It is also agreed that the Purchaser reserves the right to refuse COD shipments.
All goods or materials purchased herein are subject to approval by the Purchaser. Any rejection of goods or material resulting because of nonconformity to the terms and specifications of this order, whether held by the Purchaser or returned, will be at Vendor's risk and expense.
All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting this order shall contain the applicable purchase order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this order, indicating the contents therein.
Vendor agrees to protect and save harmless the Purchaser against all claims, suits or proceedings for patent, trademark, copyright, or franchise infringement arising from the purchase, installation or use of goods and materials ordered, and to assume all expenses and damages arising from such claims, suits or proceedings.
(9) Nonwaiver by Acceptance of Variation:
No provision of this order, or the right to receive seasonable performance of any act called for by the terms shall be deemed waived by a waiver by the Purchaser of a breach thereof as to any particular transaction or occurrence.
Vendor warrants that articles supplied under this order conform to specifications herein and are fit for the purpose for which such goods are ordinarily employed, except that if a particular purpose is stated, the material must then be fit for that particular purpose.
The provisions or monies due under this contract shall only be assignable with prior written consent of the Director of Purchasing and Material Control.
Unless otherwise indicated, the Purchaser agrees to pay all State of Washington sales or use tax. No charge by Vendor shall be made for federal excise taxes, and the Purchaser agrees to furnish Vendor, upon acceptance of articles supplied under this order, with an exemption certificate.
(13) Liens, Claims and Encumbrances:
Vendor warrants and represents that all the goods and materials ordered herein are free and clear of all liens, claims or encumbrances of any kind.
(14) Risk of Loss:
Regardless of FOB point. Vendor agrees to bear all risks of loss, injury or destruction of goods and materials ordered herein which occur prior to delivery. Such loss, injury or destruction shall not release Vendor from any obligation hereunder.
(15) Save Harmless:
Vendor shall protect, indemnify, and save the Purchaser harmless from and against any damage, cost or liability for any injuries to persons or property arising from acts or omissions of Vendor, his employees, agents, or subcontractors, howsoever caused.
If price is not stated on this order, it is agreed that the goods shall be billed at the price last quoted or paid, or the prevailing market price, whichever is lower.
In the event of a breach by Vendor of any of the provisions of this contract, the Purchaser reserves the right to cancel and terminate this contract forthwith upon giving oral or written notice to Vendor. Vendor shall be liable for damages suffered by the Purchaser resulting from Vendor's breach of contract.
(18) Off-Shore Items:
In accordance with Chapter 39.25RCW, upon completion of this order, Vendor shall furnish a certified statement setting forth the nature and source of off-shore items in excess of $2,500 which have been utilized in the performance of this contract.
(19) Nondiscrimination and Affirmative Action:
The Vendor agrees not to discriminate against any client, employee or applicant for employment or services because of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap with regard to, but not limited to, the following: employment upgrading; demotion or transfer; recruitment or recruitment advertising; lay-offs or termination; rates of pay or other forms of compensation; selection for training; rendition of services. It is further understood that any Vendor who is in violation of this clause or an applicable Affirmative Action Program shall be barred forthwith from receiving awards of any purchase order from the State unless a satisfactory showing is made that discriminatory practices or noncompliance with applicable Affirmative Action Programs have terminated and that a recurrence of such acts is unlikely.
Vendor and the Purchaser recognize that in actual economic practice overcharges resulting from anti-trust violations are in fact borne by the Purchaser. Therefore, Vendor hereby assigns to the Purchaser any and all claims for such overcharges.
(21) Debarment Certification:
Vendor, by accepting the terms of this contract, certifies that the Vendor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions. The Vendor shall include the above mentioned requirement in any and all subcontracts into which it enters. In the event that the Vendor becomes debarred, suspended or ineligible from participating in transactions, the Vendor shall notify the Purchaser in writing within three working days of an event.
The Vendor covenants and agrees that in the event suit is instituted by the Purchaser for any default on the part of the Vendor, and the Vendor is adjudged by a court of competent jurisdiction to be in default. He shall pay to the Purchaser all costs, expenses expended or incurred by the Purchaser in connection therewith, and reasonable attorney's fees. The Vendor agrees that the Superior Court of the State of Washington shall have jurisdiction over any such suit, and that venue shall be laid in Kittitas County.
When a special brand is named it shall be construed solely for the purpose of indicating the standard of quality, performance, or use desired. Brands of equal quality, performance, and use shall be considered, provided Vendor specifies the brand and model and submits descriptive literature, when available. Any bid containing a brand which is not of equal quality, performance, or use specified must be represented as an alternate and not as an equal, and failure to do so shall be sufficient reason to disregard the bid.
This order expressly limits acceptance to the terms and conditions stated herein. All additional or different terms proposed by Vendor are objected to and hereby rejected, unless otherwise provided in writing by the Director of Purchasing and Material Control. Gen-Pur T&C (Rev 5/88)