Use of a Purchase Order forms a binding contract between the Seller and the City of Yuma (City). If any of Seller's terms of sale vary from the terms of this purchase order, the terms hereon shall govern unless City accepts Seller's terms in writing. No oral agreement or other understanding shall in any way modify this order or the terms or conditions hereon. Seller's action in (a) accepting this order, (b) delivering materials or, (c) performing services called for hereunder shall be an unconditional acceptance of the terms and conditions hereon.
Price Warranty
Seller will give City the benefit of any price reduction before actual time of shipment date except that should City permit shipment to be made prior to specified shipping date, Seller will give City the benefit of any price reduction before the specified shipping date.
Indemnity
To the fullest extent allowable by law, Seller agrees to indemnify, defend, and hold harmless the City, and its departments, agencies, agents, officials, officers, directors, employees, and volunteers (collectively “Indemnitee”) for, from and against any and all claims, liabilities, demands, damages, losses, and expenses, including attorneys’ fees and litigation expenses, to which Indemnitee may become subject, under any theory of liability whatsoever, (collectively “Claims”) whether real or asserted, resulting from and/or arising out of Seller’s product and/or intentional, reckless, or negligent acts, directives, mistakes, errors, or omissions in performance or non-performance of any provisions of this contract, except to the extent such Claims arise out of or are based upon the acts, mistakes, errors, or omissions of Indemnitee. This indemnification provision shall apply to any and all any intentional, reckless, or negligent acts, mistakes, errors, or omissions of Seller’s departments, agencies, directors, officers, employees, volunteers, contractors, sub-contractors, and independent contractors, whether employed directly or indirectly by Seller. Seller also agrees to defend, indemnify and save City harmless from any loss, damage, or expense whatsoever resulting from any and all claims and demands on account of infringement or alleged infringement of any patent in connection with the manufacture or use of any products included in this purchase order and upon written request, Seller will defend at its own cost and expense any legal action or suit against City involving such alleged patent infringement and will pay and satisfy any and all judgments or decrees rendered in any such legal actions or suits. Seller will indemnify, defend, and hold the City harmless against all claims for damages to persons or property resulting from defects from materials or workmanship.
Packing
City will not pay extra charges for packing or packaging material unless expressly stated in the solicitation. Seller is responsible for safe packing, which must conform to requirements of carrier's tariffs. All shipments must have the correct quantity, product identification, and purchase order number plainly marked on all packages. Cars or trucks must be loaded to maximum weight requirements to assure lowest rates unless otherwise specified or the vendor will be responsible for any excess freight charges.
Deliveries
Time is of the essence in placing this order. City reserves the right to cancel and reject goods upon default by Seller in the time, rate or manner of delivery.
Quantity
The quantity of goods ordered must not be exceeded or reduced without City's written permission except in conformity with acknowledged industry tolerances.
Inspection
All articles are subject to inspection and test at place of manufacture, the destination, or both, by a city representative. Material failing to meet the requirements of this order will be held at Seller's risk and may be returned to Seller with cost of transportation, unpacking, inspection, repacking, reshipping, and other like expenses to be the responsibility of the Seller.
Specification Changes
City shall have the right, by a written order, to make changes from time to time in the materials to be furnished or work to be performed by Seller hereunder. If such changes cause an increase or decrease in the amount due under this order or in the time required for performance, an adjustment acceptable to both parties will be made and the order will be modified in writing accordingly within 10 days. Nothing herein shall relieve Seller from proceeding immediately without delay in the performance of this order as changed.
Liens
Upon request of the City, the Seller shall deliver to the City, a formal release of all liens.
Invoices and Shipments
Invoices must contain purchase order numbers and be mailed to City at the time of each shipment unless otherwise specified. If an invoice is subject to cash discount, the discount period will be calculated from the date of receipt of claim or material, whichever is later. The City is not responsible for payment of finance service charges when payments are processed within 30 days of invoice due date.
F.O.B.
Unless otherwise agreed in writing, all delivered items are to be prepaid. All other freight charges are to be prepaid and charged on the invoice. If cash discount is not permitted on freight charges, specific notation of this must be shown on the invoice.
Federal Excise Tax
The City is exempt from payment of Federal Excise Tax. Such taxes must not be included on invoices.
Boycott of Israel
Pursuant to the Arizona Revised Statutes § 35-393.01, Company certifies that it's not engaged in a boycott of Israel as of the effective date of this Agreement, and agrees for the duration of this Agreement to not engage in a boycott of Israel.
Jurisdiction/Venue
This Contract shall be governed by the laws of the State of Arizona. Any action to enforce any provision of this Contract or to obtain any remedy with respect this Contract shall be brought exclusively in the Superior Court, Yuma County, Arizona (or, as may be appropriate, in the Justice Courts of Yuma County, Arizona, or in the United States District Court for the District of Arizona, if, but only if, the Superior Court lacks jurisdiction over such action). The Parties expressly and irrevocably consent to the exclusive jurisdiction and venue of such courts and expressly waive the right to arbitrate, transfer or remove any such action commenced in accordance with the terms of this Section.
Cancellation
This Contract may be cancelled in accordance with A.R.S. § 38-511.
