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PURCHASE ORDER TERMS AND!;ONDITIONS
<br />(1) The delivery of the goods and/or services within the filme spWfled is of the essence of this Purchase Order. Buyer
<br />shall have the right to cancel any or all Item(s) without obligation If delivery Is not made on or before the time(s)
<br />specified. In the event Seller fails to make timely shipment, Buyer shall have the right to purchase elsewhere and unless
<br />the delay was caused by unforeseeable circumstances beyond Seller's control, Seller shall reimburse Buyer for any
<br />additional charges incurred.
<br />(2) All purchases are F.O.B. destination, freight prepaid by Seller unless otherwise stated on the Purchase Order.
<br />Coflact shipments wilt not be accepted. Calculations for invoice payment will be calculated from the date Buyer receives
<br />the invoice, Ail packages MUST BEAR THE BUYER'S PURCHASE ORDER 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
<br />the specified destination, and inspection and acceptance of the goods by Buyer, Rejected goods will be returned to Seller
<br />at Seller's risk and expense. Title of goods shall pass to Buyer upon acceptance.
<br />(4) Seller warrants that the goods, services and /or workmanship furnished and /or delivered pursuant to this Purchase
<br />Order shall:
<br />(a) Conform in all respect to the description and specifications contained in this Purchase Order;
<br />(h) 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
<br />workmanship; all material and workmanship is warranted for a minimum of one (1) year from date of acceptance by
<br />Buyer unless otherwise stipulated herein;
<br />(dJ Be free from any security Interests, lions or encumbrances; Seller warrants that it has good and marketable title to
<br />the goods delivered hereunder;
<br />(a) Comply with the requirements of all applicable federal, state and municipal laws and regulations;
<br />(I) 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 Seiler. All warranties shall
<br />remain In full force, 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
<br />operations of Seller pursuant to this Purchase Order Including but not limited to those caused by or arising out of a
<br />defective condition in the goods, whether patent or latent, provided that such defect existed at the time of shipment by
<br />Seller; (2) infringement of any United States patent, trademark or copyright for or on account of the use of any product
<br />sold to the Buyer, and /or (3) any negligent act, error or om isslon by the Seller, or its employees, agents, subcontractors or
<br />assignees In connection with services performed under this Purchase Order. Seller agrees to pay all damages, costs and
<br />attorney's fees incurred in the defense of any such claim.
<br />(B) Buyer, acting through its City Manager or designee, reserves the right to terminate this order In whole or In part for default
<br />If (a) Seller falls to perform in accordance with any of the requirements of this order or (b) Seller becomes insolvent or
<br />suspends any of Its operations of if any petition is filed or proceeding commenced by or against Seller under any State or
<br />Federal Law relating to bankruptcy, reorganization, receivership or assignment for the benefit of creditors. Any such
<br />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
<br />hold the Seller responsible for any excess costs occasioned thereby, in addition to all other available remedies at law or
<br />equity.
<br />(7) Buyer is exempt from Federal and State Taxes.
<br />(9) Seller shall comply with all applicable federal, state and local laws, rules and regulations, including but not limited to the
<br />Fair Labor Standards Act and Equal Opportunity Provisions of Executive Orders. Seller must comply with the
<br />requirements under Chapter 442, Florida Statutes, that any toxic substance delivered as a part of this order must be
<br />accompanied by a Material Safety Data Shoat (M,S.D.S.)
<br />(8) Failure by Seller to a) deliver or install the goods and /or services in accordance with the Buyer's delivery /installation
<br />deadlines, or b) deliver or install the exact quantities of the goods andlor services to the Buyer in accordance with
<br />the Buyer's delivery /Installation deadlines, shall cause the Seller to pay to the Buyer liquidated damages in the
<br />amount of 6% (five percent) of the total purchase price. Seller and Buyer agree that the amounts described as
<br />liquidated damages are not penalties but represent a fair and reasonable estimate of the costs that the Buyer will
<br />Incur by reason of Seller's failure to perform, and are fair and reasonable compensation to the Buyer for its losses.
<br />Failure by Buyer to Impose liquidated damages will not constitute a waiver of the right to enforce this section nor
<br />will It constitute a waiver of any other right of Buyer under the Purchase Order Terms and Conditions, Including but
<br />not limited to Seller's obligation to Buyer to pay any overdue amounts or perform any services required under the
<br />Purchase Order Terms and Conditions.
<br />(13) This Purchase Order shall be governed and construed according to the laws of the State of Florida. All parties to this
<br />Purchase Order shall submit to the jurisdiction of any Florida state or federal court in any action or proceeding arising out
<br />of, or relating to, this order or the performance of work hereunder, Venue of any action to enforce this order or the
<br />performance of work hereunder shall be in Miami Dade County, Florida, If Buyer or Seller shall be required to enforce the
<br />terns of this order by court proceedings or otherwise, whether or not format legal action is required, the prevailing party
<br />shall be entitled to recover from the other party all such costs and expenses, including but not limited to, costs and
<br />reasonable attorney's fees.
<br />(11) This Purchase Order contains the entire understanding of the parties relating to the subject matter hereof, superseding all
<br />prior communications, This Purchase Order may not be changed except by written amendment signed by authorized
<br />agents of both Buyer and Salter. Seller is expressly prohibited from delegating Its duties and obligations or transferring or
<br />as:Jgning its rights hereunder without the prior written approval of Buyer.
<br />(12) Any delivery of goods or services referenced in this Purchase Order and /or the Seller's attached quote constitutes
<br />ac— ptance by the Seller of the foregoing terms conditions,
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