City of Boca Raton Purchase Order Terms & Conditions

THIS ORDER IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS, WHICH MAY NOT BE CHANGED EXCEPT AS EXPRESSLY AGREED IN WRITING SIGNED BY BUYER.

SHIPPING AND BILLING INSTRUCTIONS
  1. Unless otherwise specified on the face of this Purchase Order, all deliveries to City Hall or Police Facility are for “inside delivery”.
  2. Seller shall notify Buyer of deliveries that require special handling and/or assistance for off-loading. Failure to notify Buyer concerning this type of delivery will result in billing to Seller of any resulting redelivery, storage, or handling charges.
  3. Transportation Charges on all shipments must be fully prepaid by Seller. If Purchase Order authorizes addition of freight to invoice, Seller must attach a copy of the prepaid Freight Bill when rendering invoice. C.O.D. shipments will not be accepted.
  4. If Purchase Order authorizes addition of freight to Invoice, Seller is expected to make complete shipments in accordance with Purchase Order schedule. Any increase in freight cost resulting from unauthorized split shipments will be borne by Seller.
  5. Unless otherwise specified on the face of this Purchase Order, all deliveries are to be made during the hours of 8:00 a.m. – 12:00 p.m. or 1:00 p.m. – 4:00 p.m., Monday thru Friday, excluding holidays.
  6. All Shipments must be accompanied by a Packing List containing: the Seller’s Packing List Number, the City’s Purchase Order Number and an itemized description of items shipped.
  7. When multiple shipments are required to complete this order, the final shipment must be so indicated on the Seller’s Packing List and Invoice.
  8. Seller shall render separate invoices for each Purchase Order and each delivery. All Invoices in addition to containing the Purchase Order Number should refer to the Seller’s Packing List Number.
  9. Invoices shall specify cash discounts. The payment period shall be calculated from the date goods/services are received and accepted. Penalties will not be paid.
  10. City is exempt from federal excise tax, transportation tax and state sales tax. Do not include these taxes in your invoice. Exemption Certificate will be signed upon request.
  11. Invoice(s) will not be paid until all item(s) on the Purchase Order are received in full, unless prior approval for partial payment has been made and is indicated on the face of this Purchase Order.
CONDITIONS
  1. ACCEPTANCE: This order is for the purchase of goods (herein referred to as “the Articles”) and/or services described on the front side herein. The Buyer’s offer to and the Seller’s Acknowledgement to the Buyer shall constitute Seller’s acceptance of such order including all of the terms and conditions herein set out. In the absence of such acknowledgement, commencement of delivery of the Articles and/or services and acceptance of such deliveries by Buyer shall constitute a firm contract on the terms and conditions hereof. This order is subject to the following terms and conditions and no others unless there is a signed agreement between the parties providing otherwise.
  2. PRICE: Unless otherwise specified prices shall be F.O.B. delivery point; shall be invoiced as specified herein, and shall include all customs duties and applicable taxes. If price is not stated in this Order, Seller agrees that goods or services shall be billed at price last quoted, or billed at prevailing market price, which ever is lower. Payment will be made only in accordance with this Order.
  3. QUANTITY: The specific quantity ordered must be delivered in full and not be changed without the Buyer’s consent in writing. Any unauthorized quantity received is subject to Buyer’s rejection and will be returned at Seller’s expense. No allowances for trade practices will be accepted unless expressly agreed to by Buyer in writing.
  4. PACKING: Seller will pay all charges for containers, crating, boxing, bundling or dunnage, unless stated herein. The Seller agrees to assume and pay all extra expense accruing because of improper packing.
  5. DELIVERY: Time is of the essence of this contract. Seller is hereby advised that Buyer may become liable to others if Seller fails to deliver goods and services of the quality and quantity specified herein, at the times specified herein. In addition to its other remedies for Seller’s failure to make sufficient progress in the work to endanger timely delivery, Buyer may require Seller ship the goods by any means of transportation Buyer specifies and any additional costs for such transportation services shall be paid by Seller. In addition to its other remedies for Seller’s failure to deliver on time, Buyer may refuse to accept and pay for any late delivery of any goods or services. Seller shall bear the risk of loss or damage for all goods until actual receipt and acceptance thereof by Buyer. Goods shall be delivered free of all liens of third parties. Seller waives all rights in rem or liens in any property arising from its performance under this order.
  6. ASSIGNMENT: Seller shall not delegate, sublet or subcontract any duties nor assign any rights or claims under this Purchase Order without the prior express written consent of the Buyer. Failure to comply with provisions in this paragraph shall affect, at the option of the Buyer, a cancellation of the Buyer’s obligation hereunder.
  7. TERMINATION: (a) Buyer may terminate this order, in whole or in part without liability to Buyer, if deliveries are not made at the time and in the quantities specified or in the event of a breach or failure of any of the other terms or conditions hereof. (b) Buyer may terminate this order in whole or in part, at any time for its convenience, by notice to Seller in writing. On receipt by Seller of such notice, Seller shall, and to the extent specified therein, stop work hereunder and stop the placement of subcontractors, terminate work under subcontracts outstanding hereunder, and take any necessary action to protect property in Seller’s possession in which Buyer has or may acquire an interest. Any termination claim must be submitted to Buyer within sixty (60) days after the effective date of the termination. (c) Any termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Seller. (d) Buyer shall have the right to audit all elements of any termination claim and Seller shall make available to Buyer on request all books, records, and papers relating thereto.
  8. COMPLIANCE WITH LAWS: Seller guarantees to Buyer that the Articles comply with all federal, state, and local laws, and all rules, regulations, declarations, interpretations, and orders issued thereunder.
  9. CONTROLLING LAW: This order and the performance of the parties hereunder shall be controlled and governed by the law of the State of Florida.
  10. PATENTS: Seller warrants that the use or sale of any of the goods supplied hereunder will not infringe any patents, United State or Foreign. Seller agrees to defend, protect and save harmless Buyer, its successors, assigns, customers and users of its products, against all suits at law or in equity, and from all damages, expenses, claims and demands for actual or alleged infringement of any patent by reason of the sale or use of the goods supplied hereunder or any part thereof.
  11. WARRANTY: Seller warrants that all material, equipment and services furnished hereunder will conform to specifications, drawings, samples, or other description furnished or approved by Buyer; will be fit and sufficient for the purposes intended; will perform as specified herein; will be free from defects and merchantable. This warranty will run to Buyer, its successors and assigns, and to the Buyer’s customers and users of the Buyer’s products. Seller shall be liable to Buyer for all damages and expenses resulting from Seller’s failure to make timely delivery of goods and services of the quantity and quality specified, whether or not Buyer rejects such goods and services, in whole or in part, or terminates this contract.
  12. ALLOCATION RISK: This risk for any damage to or destruction of the goods shall be borne by the Seller at all times until delivery to the control of the Buyer, which shall be the point at which the Buyer actually receives the goods for use and has accepted such.
  13. INDEMNIFICATION AND CERTIFICATIONS: If any work or services to be supplied hereunder are performed by Seller on Buyer’s premises or on the premises of others for whom Buyer is performing services, Seller will indemnify and save harmless Buyer against any loss, damage or expense by reason of injuries to persons (including death) or damage to property arising out of the use of said premises by Seller, its agents, representatives, contractors, subcontractors or employees. Upon request Seller will furnish Certificate of Insurance showing coverage satisfactory to Buyer for Workmen’s Compensation, Public Liability and Property Damage. Seller will also furnish, if requested, sworn statements and waivers of lien with respect to, or arising out of goods and services supplied hereunder in form satisfactory to Buyer.
  14. INSPECTION OF GOODS: The Buyer shall have the right to inspect all goods before accepting delivery or making payment therefore. If rejected, the goods will be returned at Seller’s risk, and all handling and transportation expenses, both ways, will be borne by and assumed by Seller. When material has been rejected by Buyer and returned for replacement it is essential that Seller receive new shipping instructions from Buyer before making the replacement. Inspection and approval for acceptance shall be make by the appropriate User Department. The expense of inspection shall be borne by the Buyer except as to goods which are properly rejected as non-conforming. Inspection shall be made within fourteen (14) calendar days of the delivery of goods.
  15. NOTICE OF DEFECTS: It is expressly agreed that all claims for alleged damages or defective goods, shortage, or other cause shall be deemed waived unless made in writing and sent by Buyer within twenty (20) calendar days after Buyer learns of the alleged defect, damage, shortage, or other cause giving rise to the claim; provided, however, that any defects incapable of discovery shall not be deemed waived by the provisions herein, and, provided further, that this provision shall not be deemed a waiver of any warranties set forth herein or in any modification to this agreement.
  16. REPAIRS: Defective items at option of Buyer and upon notice to Seller will be repaired by Buyer or returned to Seller for repair, in either case, at Seller’s risk and expense. Items which are rejected and returned are not to be replaced without the prior written permission of the Buyer. In the event that return of the equipment to Seller is not practical Seller will at Buyer’s request, make repairs at Buyer’s location.
  17. FEDERAL EXCISE TAXES: The City of Boca Raton is exempt. Invoice must show gross price, amount of tax, net price. Exemption certificate will be signed upon request.