| Salt Lake City Purchase Order - Terms
and Conditions |
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(These terms and conditions
are found on the back side of all
Salt Lake City Purchase Orders)
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| This purchase order constitutes an offer
to purchase and not an acceptance of any offer to sell. This offer for
goods and/or services may be accepted only in accordance with all
terms and conditions of this order without modification, addition,
deletion or alteration.
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| 1.
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Acceptance: In absence of written
acceptance or the written confirmation by Vendor, the commencement of
any work pursuant to this order or the delivery of any goods and/or
performance of services described herein shall be deemed an acceptance
hereof by Vendor.
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| 2.
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Identification: All shipping
containers, shipped documents and invoices must be labeled with the
purchase order number, job name and "Shipped to" information
without exception. Every shipment must be accompanied by legible
packing list or tally containing complete information.
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| 3.
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Taxes: Federal Excise and other taxes
on which exemption is allowed government agencies, must not be
included or added to the price of any item on this order unless
otherwise authorized on the face of this purchase order. Necessary
exemption certificates will be supplied upon request if more than what
is contained on the face of the purchase order is needed. Any taxes
later found to have been included and paid by City shall be refunded
by Vendor in the amount of the tax so paid.
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| 4.
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Prices: If prices decline before
receipt of shipment, the revised prices shall govern. Otherwise,
invoices shall be approved for payment only at the prices of
quotations agreed upon or prevailing at the time the order was placed,
unless City is notified immediately upon receipt of the purchase order
and prior to shipment or any increase in price, whereupon City shall
have the right and privilege to cancel the order.
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| 5.
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Production and Manufacturing
Processes: Any knowledge or information which Vendor may disclose to
City in connection herewith, shall not, unless otherwise specifically
agreed to in writing by City, be deemed confidential or proprietary
information and shall be acquired free of any such restrictions (other
than a claim for City's infringement of Vendor's patents) as part of
the consideration for this order.
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| 6.
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Drawing Approval: Items requiring
City's approval of drawings shall not be shipped or invoiced without
such approval. Any expense incurred by City through Vendor's failure
to comply herewith shall be charged to Vendor's account.
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| 7. |
Packing and Freight:
A. No charge will be allowed for packing
and freight unless agreed upon in writing, prior to acceptance of the
order.
B. Materials must be packed in
conformity with tariff or classification requirements so as to secure
the lowest possible freight rates.
C. City shall receive the benefit of any
decrease in freight rates between the time of quotation and the date
of shipment in all cases where freight is part of the quoted price.
D. Vendor shall not make partial
shipments or deviate from the shipping and routing instructions hereon
without prior authorization from the City, and Vendor agrees to
reimburse City for any additional expenses incurred from Vendor's
breach thereof. |
| 8.
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Delivery: Delivery shall not be made
to any place other than the destination specified without City's prior
written approval. If delivery cannot be made within the time
specified, advise the Purchasing Division immediately, (801) 535-7661.
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| 9.
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Special Payment: No C.O.D. shipments
will be accepted.
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| 10.
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Rejections/Reimbursements: If,
within a reasonable time after delivery, City finds goods ordered
hereunder to be defective in workmanship or material, or otherwise not
in conformity herewith, City may, in addition to its other rights,
reject and return such goods at Vendor's expense and such goods may
not be replaced by Vendor without written authorization from City.
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| 11.
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Time of Essence: Time is the essence
of this contract, and if Vendor shall fail to deliver the materials or
services at the time specified herein, City upon written notice to the
Vendor, mailed to the address on this order, will have the right to
procure materials or services elsewhere and the Vendor hereby agrees
to pay any additional charge, cost or penalty that City may incur
thereby. Because time is the essence of this contract, City also
reserves the right to cancel this order without penalty if shipments
are not made as specified herein. City further reserves the right to
cancel a portion or all of this order for any reason and upon such
cancellation shall pay Vendor's reasonable costs incurred.
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| 12.
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Indemnity: Vendor shall save City,
its agents and employees harmless, and defend any suit and pay any
judgment and expenses or effect settlement of any suit or proceeding
brought against City, its employees or agents arising from its
purchase and/or use of the goods and services covered by this purchase
order, and Vendor shall hold City, its agents and employees harmless
from all liability and litigation expenses based upon alleged
infringement of any patent except for the specific designs or
specifications of City.
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| 13.
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Warranty: For a minimum of one (1)
year after delivery to City, Vendor warrants that the goods furnished
hereunder shall conform to the requirements and specifications of this
order and shall be of good workmanship and quality, free of all
defects and fit for the purpose for which they are intended.
Disclaimers of express or implied warranties and limitations of
liability from or in connection with Seller's products ordered hereby
will be of no effect unless assented to in writing by City.
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| 14.
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Assignment: Vendor cannot assign or
subcontract any part of this order without prior written consent of City.
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| 15.
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Non-Waiver: City's failure to insist
upon strict performance of the terms and conditions hereof shall not
be construed as a waiver of the right to rely thereon in the future.
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| 16.
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Entire Agreement: This purchase order and the
request for bid or quotation, if any, expresses the entire agreement
between the Vendor to rely thereon in the future.
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17.
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Terms of Agreement: The terms of this
agreement shall be construed in accordance with the laws of the state of
Utah and enforced only in the federal or state courts located in Salt Lake
City, Utah.
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| 18.
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For ADA Accommodations: Please allow 48 hours
notice, TDD phone (801) 535-6021, FAX Phone (801) 535-6190.
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19.
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REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES:
The bidder, offeror, or contractor represents that it has not: (1) provided an illegal gift or payoff to a city officer or employee or former city officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in the city's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a city officer or employee or former city officer or employee to breach any of the ethical standards set forth in the city's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code.
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