PALM DESERT - PURCHASE ORDER STANDARD TERMS AND CONDITIONS
1. Acceptance. This purchase order for goods issued by the City of Palm Desert (“City”) to the Vendor designated in the purchase order must be promptly accepted and acceptance is expressly limited to the terms of this order. Any additions or different terms in the Vendor's forms are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. Vendor's shipment of goods in response to this order shall be considered acceptance by the Vendor.
2. Entire Agreement. Unless Vendor and City have entered into a separate written contract covering the purchase of the goods described herein, the entire contract between the parties consists of this order and the Vendor's acceptance as above stipulated, and said contract shall not be changed or added to except in writing signed by authorized representatives of each party.
3. Price. The price invoiced for the goods on this purchase order shall be no higher than the price stated on the front of this purchase order unless prior notification is received from Vendor prior to shipment and the change is accepted by City. If the Vendor's established price for any item upon the date of delivery shall be lower than the price shown on this purchase order, City shall have the benefit of such lower price. Vendor shall deliver to City all invoices within 30 days of shipping or service delivery.
4. Invoicing Requirements. Invoices shall include, at a minimum, Purchase Order number, itemized description of goods, quantities, unit pricing, total amount due, and remittance information.
5. Payment. Payments will be made net 30 days unless otherwise specified as per agreements regarding discount terms. The period of computation will commence on the date of receipt of a correctly completed invoice. Payment may be withheld, in whole or in part, due to deficiencies in Vendor’s performance. Payment of an invoice by City shall be without prejudice to any and all claims City may have against Vendor in connection with such goods.
6. Time of the Essence. Time is of the essence on this order. If delivery is not made in the quantity or quantities and at the time or times specified, City shall have the right, at its option, to cancel the entire order or that part of same not so delivered. If City accepts delayed delivery the time of payment shall be extended accordingly.
7. Delivery and Acceptance. Unless otherwise specified, all goods are to be shipped prepaid, F.O.B. destination. No charge will be allowed for packing, crating, freight, express or other carrier's charges, or cartage, unless specifically agreed to by City. Title to goods purchased hereunder shall pass to City at the designated F.O.B. point, subject to City’s right to inspect and reject or revoke acceptance. Risk of loss shall remain with the Vendor until delivery and acceptance by City at the specified destination.
8. Warranty. Vendor warrants, and will remedy at Vendor’s sole cost (repair/replace/refund) for a period of 12 months following start of use or 18 months from receipt, whichever occurs first, that the goods described herein will be free of defects in workmanship, design, materials, and title, and notwithstanding anything herein to the contrary, will conform to all applicable proposals, specifications, instructions, drawings, data, descriptions, and samples, and will be of good and merchantable quality and fit and sufficient for the purpose intended. Vendor shall assign to City all manufacturer warranties for goods provided under this Purchase Order.
9. Hazardous Material. Vendor shall obtain and provide to City Material Safety Data Sheets (MSDS) for each product that contains hazardous substances as defined by CalOSHA.
10. Rejection of Goods. City shall have the right, at its option, to reject or revoke acceptance of any goods which do not conform to these warranties or to the specifications. In case of such rejection or revocation of acceptance, transportation of the rejected goods, both to and from City, shall be at the expense of Vendor, said rejected goods are not to be replaced except upon specific instruction from City, and City shall have the right at its option to cancel the remainder, if any, of the order, by notice to Vendor at the time notice is given of rejection or revocation of acceptance. Vendor shall be liable to City for all damages proximately caused by breach of any of the foregoing warranties, including incidental damages but excluding special or consequential damages.
11. Returns. City reserves the right to return for full credit any excess over quantity called for in any order or orders. Vendor to bear the cost of transportation both ways.
12. Force Majeure. Vendor shall not be held responsible for failure or delay in shipping nor City for failure or delay in accepting goods described herein if such failure or delay is due to act of God, war, federal or state legislation or any regulations or orders, fire, accident, or other causes, either similar or dissimilar to the foregoing, beyond their control. In the event of any such excused interference with shipments, City shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation as set forth in these terms and conditions.
13. Additional Fees. Unless otherwise required by law or provided herein, Vendor assumes exclusive liability for, and shall pay before delinquency, all sales, use, excise and other taxes, charges or contributions of any kind now or hereafter imposed on or with respect to, or measured by the article sold or material or work furnished hereunder on the wages, salaries or other remunerations paid to persons employed in connection with performance of this order.
14. No Waiver. No exercise by City of its rights hereunder shall constitute a waiver of any rights it may have for breach of contract. City's waiver of or failure to enforce its rights on account of Vendor's failure or delay in performing any obligation of Vendor hereunder, or on account of Vendor's breach of contract in any respect, shall not constitute a waiver of any subsequent failure, delay or breach.
15. Compliance with Law. Vendor shall comply with all applicable laws and regulations of the federal, state and local government.
16. Insurance. Vendor shall provide proof of insurance when requested by the city. Vendor shall ensure that third party shippers contracted by vendor have adequate insurance coverage.
17. Indemnification. To the extent permitted by law, the Vendor shall indemnify and hold harmless City, its officials, officers, agents and employees from and against any and all claims, liabilities, expenses or damages, including attorneys’ fees, for injury or death of any person, or damage to property, or interference with use of property, or patent infringement or fees for use of patented items, or any claim of the Vendor or sub-contractors for wages or benefits which arise in connection with the sale, delivery and/or installation of goods, except caused or resulting from the sole negligence or willful misconduct of City. The foregoing indemnity includes, but is not limited to, the cost of prosecuting or defending such action with legal counsel acceptable to City and City’s attorneys’ fees incurred in such an action.
18. Substitutions, Changes and Cancellation. No substitutions are acceptable unless expressly accepted in writing by City. City may make changes in the general scope of this order by giving written notice to Vendor. If any such change affects the cost of or time to deliver or perform under this order, an adjustment in price, delivery or both will be made as City determines to be equitable. Vendor may request changes; however no such change shall be effective unless accepted in writing by City. City may cancel this order in whole or in part at any time before acceptance of the goods due to Vendor’s breach or for City’s convenience.
19. Laws, Venue, and Attorneys' Fees. This purchase order shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this purchase order , the action shall be brought in a state or federal court situated in the County of Riverside, State of California. In the event of any such litigation between the parties, the prevailing party shall be entitled to recover all reasonable costs incurred, including reasonable attorney's fees, as determined by the court.
20. Contract Terms. Nothing herein shall be construed to give any rights or benefits to anyone other than City and the Vendor. The unenforceability, invalidity or illegality of any provision(s) of this purchase order shall not render the other provisions unenforceable, invalid or illegal. Notice may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the parties to the addresses set forth in the purchase order. Vendor shall not assign, sublet, or transfer this purchase order or any rights under or interest in this purchase order without the written consent of City, which may be withheld for any reason. Vendor is retained as an independent contractor and is not an employee of City. No employee or agent of Vendor shall become an employee of City. This is an integrated agreement/purchase order representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. This Contract may not be modified or altered except in writing signed by both parties hereto.
21. Information and Communication Technology. For purchase orders, including contracts, which procure information and communication technology, including but not limited to, software; operating systems; web-based intranet and internet information, documents and applications; electronic content including documents; telecommunications products; video or multimedia products; self-contained closed products such as copiers and computers, the vendor hereby warrants that the products or services to be provided under this purchase comply with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended, and its implementing regulations. Vendor agrees to respond promptly to and resolve all reported issues regarding accessibility of its products or services that are brought to its attention. Vendor further agrees to indemnify and hold City harmless from and against any claim arising out of its failure to comply with these requirements. Failure to comply with these requirements shall constitute a breach and be grounds for termination of this agreement. Vendor shall implement reasonable administrative, technical, and physical safeguards to protect any City data and shall comply with all applicable data protection laws.
22. Termination for Convenience. The City may terminate this Purchase Order, in whole or in part, at any time for its convenience upon written notice. Vendor shall be compensated for goods accepted prior to termination.
23. Vendor certifies that it is not debarred, suspended, or otherwise excluded from doing business with any federal, state, or local government agency.
24. Vendor warrants that it has no interest, and shall not acquire any interest, direct or indirect, that would conflict with the performance of this Purchase Order