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<br /> PURCHASE ORDER TERMS AND CONDITIONS •
<br /> live of thegoods and/or services within the time specified is of the essence of this Purchase Order.Buyer shall have the right to cancel any or
<br /> (1) ahede delivery failsto make timelyshipment,Buyer shall
<br /> all item(s)without obligation if delivery is not made on or before the time(s)specified.In the event Seller
<br /> have the right to purchase elsewhere and unless the delay was caused by unforeseeable circumstances beyond Seller's control,Seller shall reimburse
<br /> Buyer for any additional charges Incurred.
<br /> (2) All purchases are F.O.B.destination,freight prepaid by Seller unless otherwise stated on the Purchase Order.Collect shipments will not be accepted.
<br /> Calculations for invoice payment will be calculated from the date Buyer receives the invoice.All packages MUST BEAR THE BUYER'S PURCHASE ORDER
<br /> number on the shipping label.
<br /> (3) The risk of loss,injury or destruction,regardless of the cause shall be borne by the Seller until delivery of goods to the specified destination,and
<br /> inspection and acceptance of the goods by Buyer.Rejected goods will be returned to Seller at Seller's risk and expense. Title of goods shall pass to
<br /> Buyer upon acceptance.
<br /> (4) Seller warrants that the goods,services and/or workmanship furnished and/or delivered pursuant to this Purchase Order shall:
<br /> a. Conform in all respect to the description and specifications contained In this Purchase Order;
<br /> b. Be merchantable and fit for the ordinary purposes for which such goods are used or intended to be used;
<br /> c. Be new and not secondhand,or good quality and free from defects whether latent or patent in material or workmanship;all material and
<br /> workmanship is warranted for a minimum of one(1)year from date of acceptance by Buyer unless otherwise stipulated herein;
<br /> d. Be free from any security interests,liens or encumbrances; Seller warrants that it has good and marketable title to the goods delivered
<br /> hereunder;
<br /> e. Comply with the requirements of all applicable federal,state and municipal laws and regulations;
<br /> f. Not infringe upon or violate any copyrights or patent rights.
<br /> No warranty,either express or implied,may be modified,excluded or disclaimed In any way by Seller.All warranties shall remain in full force,
<br /> notwithstanding acceptance and payment to Buyer.
<br /> (5) Seller shall indemnify,defend and hold harmless Buyer for all damages,losses and liabilities arising out of(1)the operations of Seller pursuant to this
<br /> Purchase.Order including but not limited to those caused by or arising out of a defective condition in the goods,whether patent or latent,provided that
<br /> such defect existed at the time of shipment by Seller;(2)infringement of any United States patent,trademark or copyright for or on account of the use
<br /> of any product sold to the Buyer,and/or(3)any negligent act,error or omission by the Seller,or its employees,agents,subcontractors or assignees in
<br /> connection with services performed under this Purchase Order.Seller agrees to pay all damages,costs and attorney's fees incurred in the defense of
<br /> any such claim.
<br /> (6) Buyer,acting through its City Manager or designee,reserves the right to terminate this order in whole or in part for default if(a)Seller fails to perform
<br /> in accordance with any of the requirements of this order or(b)Seller becomes insolvent or suspends any of its operations of if any petition is filed or
<br /> proceeding commenced by or against Seller under any State or Federal Law relating to bankruptcy,reorganization,receivership or assignment for the
<br /> benefit of creditors.Any such termination shall be without liability to the Buyer except for completed items delivered or accepted by the Buyer.In the
<br /> event of default by the Seller,Buyer may procure the articles or services covered by this order from other sources and hold the Seller responsible for
<br /> any excess costs occasioned thereby,in addition to all other available remedies at law or equity.
<br /> (7) Buyer is exempt from Federal and State Taxes.
<br /> (8) Seller shall comply with all applicable federal,state and local laws,rules and regulations,Including but not limited to the Fair labor Standards Act and
<br /> Equal Opportunity Provisions of Executive Orders.Seller must comply with the requirements under Chapter 442,Florida Statutes,that any toxic
<br /> substance delivered as a part of this order must be accompanied by a Material Safety Data Sheet(M.S.D.S.)
<br /> (9) Failure by Seller to a)deliver or Install the goods and/or services in accordance with the Buyer's delivery/Installation deadlines,orb)deliver or install
<br /> the exact quantities of the goods and/or services to the Buyer in accordance with the Buyer's delivery/installation deadlines,shall cause the Seller to
<br /> pay to the Buyer liquidated damages in the amount of 5'/o(five percent)of the total purchase price.Seller and Buyer agree that the amounts
<br /> described as liquidated damages are not penalties but represent a fair and reasonable estimate of the costs that the Buyer will incur by reason of
<br /> Seller's failure to perform,and are fair and reasonable compensation to the Buyer for its losses.Failure by Buyer to impose liquidated damages will not
<br /> constitute a waiver of the right to enforce this section nor will It constitute a waiver of any other right of Buyer under the Purchase Order Terms and
<br /> Conditions,including but not limited to Seller's obligation to Buyer to pay any overdue amounts or perform any services required under the Purchase
<br /> Order Terms and Conditions.
<br /> (10) This Purchase Order shall be governed and construed according to the laws of the State of Florida.All parties to this Purchase Order shall submit to the
<br /> Jurisdiction of any Florida state or federal court in any action or proceeding arising out of,or relating to,this order or the performance of work
<br /> hereunder.Venue of any action to enforce this order or the performance of work hereunder shall be in Miami Dade County,Florida.If Buyer or Seller
<br /> shall be required to enforce the terms of this order by court proceedings or otherwise,whether or not formal legal action is required,the prevailing
<br /> party shall be entitled to recover from the other party all such costs and expenses,Including but not limited to,costs and reasonable attorney's fees.
<br /> (11) This Purchase Order contains the entire understanding of the parties relating to the subject matter hereof,superseding all prior communications.This
<br /> Purchase Order may not be changed except by written amendment signed by authorized agents of both Buyer and Seller.Seller is expressly prohibited
<br /> from delegating Its duties and obligations or transferring or assigning its rights hereunder without the prior written approval of Buyer.
<br /> (12) Any delivery of goods or services referenced in this Purchase Order and for the Seller's attached quote constitutes acceptance by the Seller of the
<br /> foregoing terms conditions.
<br /> (13) In the event services or delivery of goods are scheduled to end because of the expiration of this PO,the vendor shall continue the service or delivery of
<br /> goods upon request from the city.The extension period shall not extend for more than ninety(90)days beyond the expiration date of the existing PO.
<br /> The successful vendor shall be compensated for the service or delivery of goods at the rate(s)in effect from the original quoted price.
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