- DEFINITIONS:
"Buyer" and "Library" mean the Santa Clara County Library District Joint Powers Authority. "Supplier" or "Vendor" means the legal entity selling goods or services. "PO" means the Purchase Order issued by Library. - DATA AND FACILITIES:
Supplier acknowledges that it has in its possession all applicable specifications and drawings, and all other documents references in this PO. Supplier is adequately able to determine its ability to perform the work described at the price in accordance with the schedule contained in this PO. Supplier represents that it now has or can readily procure without Buyer assistance all facilities, machinery and equipment necessary for the performance of this PO. - DELIVERY:
PACKING AND SHIPPING
Deliveries shall be made without charge for boxing, crating, carting or storage unless otherwise specified, and articles shall be suitably packed to secure lowest transportation costs, and in accordance with the requirement of common carriers, and in such a manner as to assure against damage from weather or transportation. Articles shall be described on bills of lading in accordance with current Motor Freight or Uniform Freight Classification, whichever is applicable. Library PO number must be clearly marked on all invoices, packages, bills of lading and shipping orders. Packing lists must accompany each box or package shipment. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists.DELIVERY
Unless otherwise specified in writing in this order, all shipments will F.O.B. point of destination. Freight or handling charges are not billable unless referenced on this PO. Transportation receipts, if over $50.00 and allowed by this order, must accompany invoice. The Library reserves the right to refuse COD shipments. - CONTRACT:
This PO constitutes Buyer's offer to Supplier and shall become a binding contract upon the terms and conditions set forth herein upon acceptance by Supplier by either acknowledgement or commencement or performance. Any terms or conditions (including price and delivery dates) proposed by Supplier in accepting Buyer's offer, which are inconsistent with or in addition to the terms and conditions contained in this PO, shall be void and of no effect unless and to the extent expressly accepted by Buyer in writing. - TAXES:
Supplier shall separately state on all invoices any taxes imposed by federal or state government applicable to furnishing of the articles; provided, however where a tax exemption is available, such tax shall be subtracted from the total price and identified. Municipalities including Buyer are exempt from federal excise and transportation taxes, except for the excise tax on gasoline. Exemption certificates will be furnished upon request. Unless otherwise indicated, prices quoted will be considered to exclude state and city sales or use tax, which is payable by Buyer. - PRICES:
Supplier represents that prices quoted or paid by Buyer shall not exceed current prices charged to any other customer of Supplier for items that are the same or substantially similar to the articles, taking into account the quality of the articles, Supplier will refund any amounts paid by Buyer in excess of such price. - PAYMENT:
Payment shall not be due until acceptance of order unless Library agrees in writing to other terms and conditions. No payment shall represent a waiver of Buyer's right to inspect for defects. Acceptance of performance (goods/services) is the legal act by which the Library assumes ownership of goods or approves specific services rendered as partial or complete performance of the contract. - CASH DISCOUNT:
THE DATE USED AS THE BASIS FOR CASH DISCOUNT CALCULATIONS IS THE DATE THE ORDER IS COMPLETED, OR THE DATE AN ACCEPTABLE INVOICE IS RECEIVED, WHICHEVER IS LATER. - WARRANTY:
Supplier warrants that all articles will conform to applicable specifications, drawings, descriptions and samples, and will be merchantable, of good workmanship and material, and free from defect. Unless manufactured pursuant to detailed design furnished by Buyer, Supplier assumes design responsibility and warrants the articles free from design defect and suitable for the purposes intended by Buyer. Supplier's warranties, together with its service guarantees, shall run to Buyer and its users of the articles and shall not be deemed exclusive. Buyer's inspections, approval, acceptance, use of or payment for all or any part of the articles shall in no way affect its warranty rights whether or not a breach of warranty had become or should have become evident at the time. - DEFAULT:
Buyer may, by written notice to Supplier, cancel for default this PO, in whole or from time to time in part: (I) if Supplier fails to deliver the articles or to perform the services strictly within the time specified herein, or if no time is specified, within a reasonable time; (II) if the articles delivered do not conform to contractual requirements or if Supplier fails to perform any of the other provisions of this PO, or so fails to make progress as to endanger performance of this PO in accordance with its term; or (III) if the Supplier becomes insolvent or commits an act of bankruptcy. If this purchase order is canceled for default, Buyer, in addition to all other rights afforded by law for Supplier's breach of contract, shall have the right to charge Supplier the amount by which the costs of fabricating or procuring the articles canceled from another source exceed the prices specified herein, and Buyer may set off any such charge against any amounts which may become payable to Supplier under this purchase order or otherwise. Upon such cancellation, Supplier will deliver to Buyer any of the articles, parts or materials, for which Buyer shall make written request at or after cancellation and Buyer will pay Supplier the fair value of any such property so requested and delivered. Notwithstanding Buyer's right to cancel this PO for delay in delivery, Supplier shall not be liable to Buyer for any damages therefore: (I) Supplier's delay is due to causes beyond its control, and without its fault or negligence, provided Supplier promptly notifies Buyer of the conditions causing delay or, (II) Supplier's delay is caused by the default of a subcontractor or supplier, but only if such default arises out of causes beyond the control of both the Supplier and subcontractor or supplier and without the fault or negligence of either of them, and the articles or services to be furnished by the Supplier were not obtainable from other sources in sufficient time to permit Supplier to meet the required delivery schedule. - CHANGES:
Buyer shall have the right by written notice to change the extent of the work covered by this PO, the time or place of delivery, the method of shipment or packaging, or to suspend work. The only valid change is a printed change purchase order signed by the Procurement Manager or authorized designee. Upon receipt of any such notice, Supplier shall promptly make the changes in accordance with the terms of the notice. If any such changes cause an increase or decrease in the cost or performance or in the time required for performance, an equitable adjustment shall be negotiated promptly and the PO modified in writing accordingly. Supplier shall promptly deliver to Buyer, and in any event within thirty (30) days after receipt of such notice, a statement showing the effect of any such changes in the delivery dates and prices, such statement to be supplemented within thirty (30) days from the date thereof by detailed specification of the amount of the price adjustment and supporting cost figures. Failure of Supplier to submit the statements within the above time limits shall constitute its consent to perform the change without increase in price, without claim for material rendered obsolete and without change in delivery schedule. - TERMINATION:
The performance of work under this PO may be terminated in whole or in part by Buyer. - LAW
COMPLIANCE WITH THE LAW
In the performance of this PO, Supplier shall comply with all laws, codes, regulations, rules and orders (collectively, "Regulations") applicable to the goods and/or services to be provided hereunder. Supplier's failure to comply with any applicable Regulations shall constitute a material breach of this purchase order.GOVERNING LAW/VENUE
This order shall be construed and interpreted according to the laws of the State of California. Proper venue for legal actions will be exclusively vested in a state court in the County of Santa Clara or, if federal jurisdiction is appropriate, in the U.S. District Court for the Northern District of California, San José, California. - ASSIGNMENT OF PO:
Supplier shall not assign any of the work to be performed under this PO nor shall Supplier subcontract for complete or substantially completed articles or major components thereof without Buyer's prior written consent. Supplier may assign monies due under this PO. Buyer will recognize such assignment, to the extent permitted by law, if Buyer is given proper notice thereof. Any assignment shall be subject to set-off or recoupment for any present or future claim which Buyer may have against Supplier. - WAIVERS:
Failure by Buyer to insist, in any one or more instances, upon the performance of the terms, covenants or conditions of the PO, or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition or the future performance shall continue in full force and effect. - NON-DISCRIMINATION:
COMPLIANCE WITH THE LAW
Supplier shall comply with all applicable Federal, State and local laws and regulations.PROHIBITION ON DISCRIMINATION OR PREFERENTIAL TREATMENT
Supplier shall not discriminate against or grant preferential treatment to any person on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity or national origin. This provision is applicable to recruiting, hiring, demotion, layoff, termination, compensation, fringe benefits, advancement, training, apprenticeship and other terms, conditions, or privileges of employment, subcontracting and purchasing. Nothing herein shall be interpreted as precluding any reasonable accommodation provided to any person with disability.VIOLATION
Violation of this provision shall be deemed a material default by Supplier giving Library a right to terminate the PO. - ETHICS:
GRATUITIES
Supplier shall not offer, give or agree to give any Library officer or designated employee any gratuity, gift, compensation or offer of employment in connection with procurement by the Library. The offer or giving of any gift prohibited herein shall constitute a material breach of the PO by the Supplier and will not limit any other remedies Library may have in law or equity.CONFLICT OF INTEREST
Supplier will avoid all conflicts of interest or appearance of conflict of interest in performance of this PO. - WARRANTY AGAINST INFRINGEMENT:
If any article sold hereunder is covered, or is purported to be covered by any patent or copyright, Supplier agrees to defend, indemnify and hold harmless the Library, its officers, agents and employees, from and against it by any and all suits, claims, judgments and costs instituted or recovered against it by any person or persons whomsoever, on account of the purchase, use or resale of such article by Library in violation or claimed violation of any rights under patent or copyright. - INDEMNITY:
SUPPLIER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LIBRARY, ITS OFFICERS, AGENTS AND EMPLOYEES, FROM ANY AND ALL CLAIMS AND LIABILITY, INCLUDING EXPENSES, FOR INJURIES OR DEATH TO PERSONS OR DAMAGE TO OR DESTRUCTION OF PROPERTY CAUSED BY OR RESULTING SUPPLIERS OR EMPLOYEES, IN THE PERFORMANCE OF THIS PO.
Library Standard PO Terms & Conditions rev 080623
