| 1.
ACCEPTANCE OF TERMS:
Goods and services furnished by the Seller shall be subject to and
in accordance with this purchase order. Seller's acceptance of this
order shall constitute agreement to be bound by and to comply with
all the terms and conditions set forth herein. Written acceptance
or shipment of all or any portion of the goods or the performance
of all or any portion of the services covered by this order by the
Seller shall constitute unqualified acceptance of all its terms
and conditions. Any additional or different terms and conditions
which may appear in any communication from the Seller or in any
printed form of the Seller are hereby rejected and shall not be
effective or binding unless specifically agreed to in writing by
Chugach. No such additional or different terms or conditions shall
become part of the order despite Chugach’s receipt thereof
unless Chugach specifically agrees in writing to their inclusion.
2.
SHIPPING INSTRUCTIONS:
Seller shall be responsible for the proper packaging of materials
hereunder. Shipments will be prepaid via cheapest common carrier,
F.O.B. destination, unless otherwise stated in this order; C.O.D.
shipments will not be accepted. Chugach’s Purchase Order number
must appear on all invoices, packing lists, packages, shipping notices,
instruction manuals, and any correspondence. Memorandum of contents
shall be enclosed in each box or package. Shipping charges, if allowed,
must be supported by copies of bills attached to invoices.
3.
TIME OF DELIVERY:
Time of delivery is of the essence of this order and the order is
subject to cancellation or termination for failure to deliver on
time. Seller shall notify Buyer in writing immediately of any actual
or potential delay or threat of delay to the timely performance
of this Purchase Order, including notice to Seller of any actual
or potential labor dispute which delays or threatens to delay the
timely performance of this Purchase Order.
4.
HAZARDOUS MATERIALS/SUBSTANCES:
Supplier shall identify Material containing a hazardous substance
including, but not limited to, those governed by the Resource Conservation
and Recovery Act, Hazardous Materials Transportation act, and Toxic
Substance Control Act and any similar acts and regulations there
under. Each self-contained unit and carrier shall be marked identifying
the existence of a hazardous material or substance and its name.
5.
VARIATION IN QUANTITY:
No variation in the quantity called for under this Purchase Order
will be accepted unless such variation is the result of loading
conditions, shIpping, packing or allowances in manufacturing processes,
and then only to the extent, if any, specified elsewhere in this
Purchase Order.
6.
PRICE:
Chugach shall receive the benefit of any general reduction in Seller's
price prior to delivery. Seller shall not bill at prices higher
than stated in this Purchase Order. Seller warrants that the price
charged for the Products and Services covered by this Purchase Order
is the lowest price charged by the Seller to other buyers under
conditions similar to those specified in this Purchase Order. Prices
shall be inclusive of all federal, state, and local taxes except
those taxes from which Chugach as a purchaser is exempt or immune.
7.
PAYMENTS:
Payments for goods and services furnished under this order will
be due thirty (30) days after the latter of (1) receipt and acceptance
of goods or services, (2) receipt of proper billing for such goods
or services, or (3) receipt of all documents required by the order.
(4) receipt and acceptance of material, which ever is later. Payment
may be made on partial deliveries accepted by the Chugach when the
amount due on such deliveries so warrants.
8.
EARLY PAYMENT DISCOUNT DATE:
Early Payment Discount period on any invoice received shall commence
on the date shipment is received or accepted by Chugach or date
of receipt of invoice, whichever is later.
9.
ACCEPTANCE OF MATERIAL, SUPPLIES AND EQUIPMENT:
Acceptance of Material, Supplies, and Equipment occurs at the time
Materials, Supplies and Equipment is delivered to and receipted
for at the location shown on the Purchase Order and Chugach has
had a reasonable opportunity to inspect Materials, Supplies and
Equipment for conformance. Acceptance shall not be deemed to cover
defects, which were not obvious at the time of inspection. In no
event shall Chugach be liable to Supplier for consequential damages
resulting form any defects or deficiencies identified in accepted
items. Goods rejected by Chugach for any reason may be held, transported
and/or stored by Chugach at Seller's sole expense. On items delivered
in error or in excess of the quantity ordered or authorized, Chugach
reserves the right to return said items at Seller's expense. Seller
agrees to hold Chugach harmless for any damages, destruction, or
other loss during such return. Seller shall promptly reimburse Chugach
for any expense that Chugach has advanced on Seller's behalf in
holding, transporting and/or storing, rejected or nonconforming
goods or over shipments.
10.
QUALITY AND INSPECTION:
The Materials supplied hereunder shall be of good quality, free
from any faults and defects, in conformance with this Order, and
shall at all times be subject to Chugach’s inspection before
acceptance by Chugach. Neither, however, Chugach’s inspection
nor failure to inspect shall relieve Seller of any obligations,
representations or warranties hereunder. If the Materials fail to
conform to Chugach’s specifications or are otherwise defective,
Seller shall promptly replace same at Seller’s sole expense.
Any service supplied hereunder shall be of good quality, free from
any faults or defects and in conformance with this Order. All services
not conforming to these requirements, including substitutions not
properly approved and authorized, shall be considered defective
and Seller shall promptly correct such defective services at Seller’s
sole expense. No payment for or acceptance of Materials, including
services, by Chugach hereunder shall constitute a waiver of any
of the foregoing nor shall anything herein contained be construed
to exclude or limit any or Seller’s warranties implied by
law.
11.
RIGHT TO INSPECT PLANT AND WORK:
Chugach may, at reasonable times, inspect the part of the plant
or place of business and work in progress of a Seller or any subcontractor
which is related to the performance of this order.
12.
WAIVER:
The waiver of any breach of the terms of this order by Chugach shall
not constitute a waiver of any of its terms or any subsequent breach,
nor shall any payment for goods delivered or services constitute
such waiver.
13.
WARRANTIES:
Seller warrants that all articles, materials, and equipment supplied
under this order conform to the specifications of this order, to
be of merchantable quality, and to be free from defect in materials
and workmanship. Seller shall honor standard commercial guarantees
and warranties offered by the manufacturer, and any other specific
warranty or guarantee specified elsewhere in this order. Construction
Order: Seller warrants that all construction work will be free from
defects not inherent in the quality required or permitted; and that
the Work will conform to the requirements of this Purchase Order.
The seller agrees to repair or replace, at it expense, workmanship,
materials, or other portions of the Work that do not conform to
this warranty, within the first year following completion or work.
14.
HEALTH AND SAFETY:
Seller acknowledges that it has a primary duty to prevent on the
job accidents and to protect the health and safety of its employees.
Seller understands and acknowledges that its Order may entail work
at sites that pose potential exposure to hazardous materials and
that such work is inherently dangerous. As such, Seller understands
that accidents, bodily injury or property damage could result from
human errors in judgment, mistakes, carelessness, forgetfulness,
sloppiness, and work performed in haste. It is the duty and responsibility
of Seller to train and supervise all its personnel and activities
to prevent such occurrences. Seller further acknowledges that Chugach
bears no duty or legal responsibility to supervise Seller’s
personnel. Seller represents that it has the requisite corporate
resources and expertise to perform the service hereunder.
15.
LIENS OR CLAIMS:
Seller warrants the equipment, articles and/or materials furnished
under the terms of this order are unencumbered and not subject to
any lien or claim.
16.
ASSIGNMENT:
This order, including the right to receive payment of, is not transferable,
or otherwise assignable without the express prior written consent
of Chugach Buyer. Requests for transfer or assignment must be in
writing, and in advance. An instrument of assignment is subject
to prior claims of persons, firms, and corporations for services
or supplies provided in the performance of this order.
17.
AUTHORITY:
The procurement officer whose name appears on the face of this order
has authority to act as agent for Chugach. Seller is cautioned that
instructions contrary to the provisions of this order, which are
received from Chugach employees’ not specifically delegated
authority to act in this matter, are not valid or binding on Chugach,
and are a violation of Chugach policy and procedures.
18.
CHANGES:
No modification of any of the terms or conditions of this order,
including, but not limited to, delivery, price, quality, quantities,
and specifications, will be effective without the prior written
consent of Chugach.
19.
INDEMNIFICATION:
Seller agrees to hold harmless Chugach, its Board of Directors,
officers, agents and employees from, and to defend it against, any
and all claims arising from the purchase, installation, and/or use
of the equipment, articles and/or materials or services which are
furnished by the Seller under this order. Seller assumes all risk
of damages or injury to Seller's own employees, property or person
acting for or on behalf of Seller from whatever cause. Nothing herein
shall be construed so as to relieve Chugach from liability arising
solely as a result of its own gross negligence.
20.
TIME OF ESSENCE:
Time shall be deemed to be of the essence of this Purchase Order
for both parties, and they mutually agree to see to the performance
of their respective work and the work of their subcontractors so
that the work is completed within the time provided to complete
the work.
21.
FORCE MAJEURE:
Supplier or Chugach may delay delivery or acceptance occasioned
by causes beyond Supplier’s or Chugach’s reasonable
control. If such delay exists beyond a period of five (5) working
days, Chugach, at its own option, shall have the right to: (a) terminate
the Purchase Order, in whole or in part, (b) suspend the Purchase
Order for the duration of the delaying cause, (c) resume performance
under the Purchase Order once the delaying cause ceases, (d) or
extend the effective dates up to the length of time the contingency
endured, all without liability to the Supplier.
22.
TERMINATION, DELAYS AND EXCUSED PERFORMANCE:
Chugach may, by written notice stating the extent and effective
date terminate this order for convenience, in whole or in part,
at any time. Chugach shall pay the Seller as full compensation for
performance until such termination: (1) the unit or pro rata price
for the delivered and accepted portion; (2) A reasonable amount,
as approved by the procurement officer, not otherwise recoverable
from other sources by the Seller with respect to the undelivered,
unperformed or unaccepted portion of the order; provided compensation
hereunder shall in no event exceed the total order price. Chugach
may, by written notice, terminate the order for Seller's default,
in whole or in part, at any time, if the Seller refuses or fails
to comply with the provisions of the order or so fails to make progress
as to endanger performance and does not cure such failure within
a reasonable period of time or fails to make delivery or perform
within the time specified or any written extension thereof. In such
event, the Seller shall be liable for any and all damages incurred
by Chugach including but not limited to cost of inspections, receipt,
transportation, care, custody and cover cost. Seller shall also
be liable for any and all consequential damages incurred by Chugach
that are related to such breach. If performance is delayed through
no fault, and for reasons beyond the reasonable control of the Seller,
an extension of time may be granted for completion. If a delay is
determined to have been caused by Chugach, the time for performance,
and the price of the order may be subject to adjustment. Seller
shall in any event notify Chugach without delay when Seller has
reason to believe performance will or may be delayed.
23.
ROYALTIES, LICENSES, AND PERMITS:
Seller shall pay all royalties and fees to obtain licenses and permits
relating to items or services provided in this order.
24.
LIABILITY FOR CHUGACH FURNISHED PROPERTY:
Seller assumes complete liability for any tools, articles or materials,
if any, furnished by Chugach to Seller in connection with this order.
Seller agrees to pay for all such items so furnished and spoiled
by it or not otherwise accounted for to Chugach satisfaction. The
furnishing to Seller of any tools, articles or material in connection
with this order shall not unless otherwise expressly provided, be
construed to vest title thereto in Seller.
25.
RETENTION, EXAMINATION AND AUDIT OF RECORDS:
Chugach and the U.S. Comptroller General or their agents may, at
reasonable times and places, examine, copy, and audit the books
and records of the Seller to the extent that the books and records
relate to this order or any cost and pricing data related to this
order. The Seller shall maintain books and records that relate to
the order for three (3) years after the date of final payment under
the order.
26.
PATENTS AND COPYRIGHTS:
Unless otherwise provided in this order, any discovery or invention
or copyrightable materials developed in the course of or resulting
from work carried on under this order shall be the property of Chugach.
27.
OWNERSHIP OF MEDIA RELATED MATERIAL:
Seller agrees that all Work Product (defined below) shall be upon
its creation the sole property of Chugach. To the extent any Work
Product is subject to copyright, Seller agrees that such Work Product
shall be considered “work for hire” within the meaning
of the United States Copyright Act, whether or not used by Chugach,
and that Chugach shall be considered the “author” of
such Work Product within the meaning of the Act. All copyrights
in the Work Product shall be owned exclusively by Chugach on their
creation, and Seller expressly disclaims any interest in them. In
the event, and to the extent, that any Work Product subject to copyright
is found as a matter of law not to be “work for hire”
within the meaning of the United States Copyright Act, Seller hereby
assigns to Chugach the sole and exclusive right, title, and interest
in the Work Product, copyrights to, and all copies of, the Work
Product, in any medium and without further consideration, and agrees
to assist Chugach to register, and from time to time to enforce,
the copyrights. Regardless of whether the Work Product is subject
to copyright, Seller hereby assigns and agrees to assign to Chugach
all right, title, and interest to the Work Product, including without
limitation all trademark, patent, and other intellectual property
rights. Seller agrees to execute such documents as may be necessary,
in Chugach judgment, to evidence and/or secure Chugach ownership
rights and assignments under this paragraph. As used in this paragraph,
“Work Product” means all work product, tangible and
intangible, created by Seller in the course of its work for Chugach,
and includes without limitation all writings; all photographic images,
whether negatives, prints, transparencies, digital data, or otherwise;
all videos and films, including without limitation all raw footage
and edit masters; all software and data; all discoveries and inventions;
all intermediate works, including without limitation all notes,
outlines, and the like; all reproductions of any of the foregoing
in any media whatsoever; and all derivative works based on any of
the foregoing.
28.
DISPUTES:
(Applicable only if the amount of this purchase order exceeds $25,000.)
Any dispute which may arise between the Seller and Chugach, in any
manner concerning this order, shall be resolved in accordance with
Chugach policy and procedures.
29.
INSURANCE:
All vendors and subcontractors performing services and construction
projects for Chugach under $100,000, whether through a Purchase
Order or Subcontract, shall carry insurance as define in Purchase
Order Insurance Requirements, CAC-FIN-J031, dated March 29, 2006.
See attached.
30.
DEFENSE PRIORITIES AND ALLOCATIONS SYSTEM:
http://www.bis.doc.gov/defenseindustrialbaseprograms/
This clause is applicable only if DPAS Rating of DO or DX is set
forth elsewhere within this purchase order. Sellers receiving DPAS-rated
orders shall give the rated orders a priority over other orders
as needed to meet delivery requirements (15 CFR 700.14). A priority
rating consists of the appropriate DO or DX rating symbol and a
program identification symbol to indicate the authorized program.
All DX rated orders have equal priority with each other and take
preference over DO rated and unrated orders. Sellers receiving rated
orders shall extend priority ratings to subcontractors or vendors
when acquiring items to fill the rated orders (15 CFR 700.15).
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