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<br />Page 16 of 17 Category 2: For official use only / disclosure permissible by law.
<br />CITY OF EVERETT
<br />STANDARD TERMS AND CONDITIONS
<br />INVITATION TO BID, REQUEST FOR QUOTATION & PURCHASE ORDER CONTRACT
<br />1. ACCEPTANCE OF TERMS AND CONDITIONS. Supplier shall provide the goods and/or services described in this PO in accordance with
<br />these terms and conditions unless otherwise noted on the face of the PO. Acceptance of this PO by either Supplier’s written
<br />acknowledgment or commencement of performance shall create a binding contract and shall be conclusive evidence of Supplier’s full
<br />acceptance of this PO and these terms and conditions. If this PO arises from an Invitation to Quote, Request for Proposals, or any
<br />other solicitation, then all provisions of such solicitation (including without limitation all specifications) are incorporated into these
<br />Terms and Conditions. If this PO arises from a cooperative contract, then all applicable provisions of the cooperative contract are
<br />incorporated into these Terms and Conditions. However, if there is a conflict between the provisions of these Terms and Conditions
<br />and the solicitation or cooperative contract, then the provision that is most stringent on Supplier and/or that grants the City greater
<br />rights shall control. If contract provisions are required by applicable federal, state, or local laws or regulations, then these Terms and
<br />Conditions are deemed to include such provisions. This PO expressly limits acceptance to the terms and conditions stated herein. All
<br />additional or different terms proposed by Supplier are objected to and hereby rejected unless otherwise provided in writing by the
<br />City’s Procurement Manager or designee.
<br />2. AMENDMENT/CHANGES: No change to this PO (including without limitation change to any term, condition, delivery, price, quality,
<br />quantity, or specification) will be effective without the written consent of the City’s Procurement Manager or designee.
<br />3. TERMS AND CONDITIONS RELATED TO GOODS:
<br />a. Handling: No charges will be allowed for handling, which includes, but is not limited to, packing, wrapping, bags, containers, or
<br />reels unless otherwise stated herein. Material Safety Data Sheets must be included with shipments of any material requiring such
<br />documentation.
<br />b. Delivery Date: For any change to the delivery date specified on this PO, Supplier shall give prior notification and obtain written
<br />approval thereto from the City’s Procurement Manager or designee. With respect to delivery under this PO, time is of the
<br />essence, and this PO is subject to termination by the City for failure to deliver when specified. The acceptance by the City of late
<br />delivery with or without objection shall not waive the City’s right to claim damages for such breach or constitute a waiver of
<br />timely performance of any Supplier obligation.
<br />c. Shipping Instructions: Unless otherwise specified on this PO, all goods must be shipped prepaid, FOB Destination. Where
<br />shipping addresses indicate room numbers and/or inside delivery, the Supplier must make delivery to that location at no
<br />additional charge. Where specific authorization is granted to ship goods to FOB shipping point, Supplier must prepay all shipping
<br />charges and route as instructed or, if instructions are not provided, route by cheapest common carrier and provide the charge for
<br />such delivery as a separate item on Supplier’s invoice. Each invoice for shipping charges shall contain the original or a copy of the
<br />bill indicating that the payment for shipping has been made. The City reserves the right to refuse COD shipments.
<br />d. Risk of Loss: Regardless of FOB point, Supplier agrees to bear all risks of loss, injury, spoilation, or destruction of goods and
<br />materials ordered herein which occur prior to delivery. Such loss, injury, or destruction shall not release Supplier from any
<br />obligation hereunder.
<br />e. Free and Clear: Supplier warrants that all goods delivered herein are free and clear of all liens, claims, or encumbrances of any
<br />kind.
<br />f. Identification: All invoices, packing lists, packages, shipping notices, and other written documents relating to this PO shall contain
<br />the PO number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this PO, indicating the
<br />contents therein.
<br />g. Rejection: All goods purchased herein are subject to approval by the City. Any rejection of goods or materials resulting because
<br />of nonconformity to the terms and specifications of this PO, whether held by the City or returned to Supplier, will be at Supplier’s
<br />risk and expense.
<br />h. Warranties: Supplier warrants that goods are new, current, and fully warranted by the manufacturer. Delivered goods will
<br />comply with the PO and be free from defects in labor, material, and manufacture. All UCC implied and express warranties are
<br />incorporated in this PO. Supplier shall transfer all warranties to the City. Supplier warrants that goods supplied under this PO
<br />conform to the description and applicable specifications, shall be of good merchantable quality, and are fit for the purpose for
<br />which such goods are ordinarily employed, except that if a particular purpose is stated, the goods must then be fit for that
<br />particular purpose. This is in addition to any express warranties, standard warranty, and/or service guarantees given by Supplier.
<br />Supplier warrants that goods furnished on this PO do not infringe any patent, registered trademark, or copyright.
<br />i. Price: If price is not stated on this PO, it is agreed that the goods shall be billed at the price last quoted or paid, or prevailing
<br />market price, whichever is lower.
<br />4. TERMS AND CONDITIONS RELATED TO SERVICES:
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