PARTIES’ RELATIONSHIP AND ETHICS – The Parties agree to proceed on the bases of mutual trust, and good faith and fair dealing. The Parties shall perform their obligations with integrity and diligence.
INDENTIFICATION – Purchase Order Number must be shown on all Invoices, Packages, Packing Lists, Bills of Lading, and Correspondence.
PRICE – The Buyer shall pay the Seller to provide material, equipment, or services. Unless otherwise indicated, prices shall not include incidental services.
EXHIBITS & DOCUMENTS – All attachments, drawings, specifications, and other information listed and designated as either “attached” or “referenced and incorporated” are incorporated and made a part of this standard purchase agreement (hereinafter “Agreement”). All materials and equipment furnished shall conform to the drawings, specifications, and other information provided with the purchase order.
ACCEPTANCE OF AGREEMENT – The Seller shall be bound by this Agreement when it delivers to the Buyer any of the materials or equipment or renders for the Buyer any of the incidental services ordered.
EXTENT OF AGREEMENT – To the extent incidental services are performed by the Seller under this Agreement, such incidental services shall be governed by the terms of this Agreement. This Agreement represents the entire and integrated agreement between the Parties, and supersedes all prior negotiations, representations, or agreements, either written or oral.
CHANGES – The Buyer shall have the right at any time to make changes in specifications, drawings or other information incorporated in this Agreement, methods of shipment or packing, place of delivery, and time of delivery. The Price and Delivery Schedule, if any, shall be equitably adjusted if and to the extent necessary to reflect the impact of any such changes, and this Agreement shall be modified in writing accordingly.
SUBMITTALS – The Seller shall submit for approval to the Buyer all shop drawings, product data, manufacturers’ literature, and warranties within the period outlined in the Agreement. The Seller shall be responsible to the Buyer for the accuracy and conformity of its submittals to the Agreement. The Seller shall prepare and de-liver its submittals to the Buyer at no additional price and in such time and sequence so as not to delay the Buyer or Owner in the performance of the Contract.
ASSIGNMENT – Except for assignment of proceeds, no assignment of this Agreement or of any right, obligation, or delegation of duty under this Agreement shall be made without the written consent of the Buyer. Any attempted assignment or delegation without such consent shall be void. The Seller shall retain responsibility for performance, permit only qualified persons to perform, and provide competent supervision.
SHIPPING – Seller shall communicate, in advance, expected shipping date. Shipping instruction furnished by the Buyer shall be strictly complied with and shall be considered a part of this Agreement. Risk of loss or dam-age shall be upon the Seller until the materials or equipment are physically delivered to the Buyer (or other authorized destination) and inspected by the Buyer, or if covered by project all risk or equivalent insurance.
INSPECTION – All shipments shall be subject to final inspection by the Buyer after receipt by the buyer at destination. Shipments shall be accompanied by detailed delivery tickets or packing slips to assist the Buyer in its inspection. Should the Buyer discover any damage or shortfalls, the Buyer shall promptly report them to the Seller. The Buyer shall have the right to reject and refuse acceptance of materials or equipment that are not in accordance with specifications or drawings. Materials or equipment not accepted due to nonconformance with the requirements of this Agreement shall, at the Buyer’s option be (a) returned to the Seller at the Seller’s expense; (b) held by the Buyer for an equitable reduction in Price; or (c) repaired at the Seller’s expense. The Buyer, Owner, and Owner’s Representative shall have the right to inspect all materials or equipment during any stage of manufacture or production by the Seller or Seller’s supplier, to audit quality assurance programs, and to otherwise assure quality control in the production and manufacture of the materials or equipment.
PERFORMANCE – The Buyer shall conduct periodic reviews of the Seller’s overall performance, including conformity, ability to meet deadlines, and compliance. Buyer reserves the right to suspend current purchases due to unsatisfactory performance.
WARRANTY – The Seller hereby expressly warrants that all materials or equipment covered by this Agreement shall conform to the drawings, specifications, data, or other descriptions furnished or incorporated as part of this Agreement and shall be fit and sufficient for the purpose specified of good material and workmanship, and free from material defect twelve (12) months from start-up, not to exceed eighteen (18) months from de-livery date. The Seller shall repair or replace, at the Seller’s option and expense, any material defect in materials or workmanship that may be discovered during the warranty period. The warranties in this section are exclusive and replace all other express or implied warranties, unless explicitly written within. These warranties shall extend to the Owner, Buyer, and Buyer’s successors and assigns, and the Seller shall provide directly to the ultimate users written evidence of these warranties as required. However, the Seller shall only be required to pay once for the same claim or damage.
PAYMENT – Seller shall mail invoices to Accounts Payable Department for payment with attached evidence of shipment. Payment for conforming material or equipment shall be made by the Buyer in accordance with agreed terms. Prior to final payment, the Seller shall provide to the Buyer copies of warranties, applicable manuals, and all other close-out documents required for the materials or equipment by this Agreement.