Purchase Order Terms & Conditions
1. Contract: This CONTRACT, per the attached PROPOSAL from _________________ (“VENDOR”) DATED _______________, when accepted by the vendor either in writing or by the shipment of any article or other commencement of performance hereunder, contains the entire CONTRACT between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. The following terms and conditions shall govern all SERVICES PERFORMED by the CCSD unless other terms are specifically designated by the CCSD to apply or the CCSD and VENDOR have entered into another written agreement. Any terms or conditions (including price and delivery dates) proposed by the VENDOR which are inconsistent with or in addition to these terms and conditions shall be void and of no effect unless and to the extent expressly accepted by the CCSD in writing.
2. Delivery, Inspection, and Acceptance of Goods: The Cambria Community Services District will not be responsible for articles or services furnished to officials or employees without a Purchase Order signed by the authorized purchasing agent. Goods are to be delivered to the location specified. All deliveries are F.O.B. destination. Vendor acknowledges that time is of the essence in the performance of this contract. If the goods are not delivered within the time period stated on the Vendor’s proposal, or by a different date mutually agreed to in writing, the CCSD reserves the right to cancel the order. If the CCSD cancels the order because of late delivery, the Vendor will not be allowed to charge the CCSD for any costs associated with the order and may be charged any increase in cost the CCSD must pay for the replacement order.
Charges not included in the contract will not be paid. However, the CCSD may consider requests to pay fuel surcharges when the price of crude oil is inflated; but when the price of crude oil decreases, fuel surcharges not set forth in the contract will no longer be paid.
Within 14 calendar days, unless the contract stipulates a different time period, the CCSD will inspect the goods received to verify compliance with specifications. If deficiencies are detected, the goods will be rejected and the Vendor will be required to make the necessary adjustments or replacements at the Vendor’s expense. Acceptance of the goods will be made when the CCSD determines the goods received are in compliance with specifications and are free from defects.
3. Payment: All invoices shall contain correct bid or contract pricing, the applicable purchase order number, and the name of the CCSD employee making the purchase. Invoices shall be sent to the division making the purchase. Vendor shall submit invoices to the CCSD within 60 days of delivery of goods or provision of service. Invoices with incorrect pricing will be returned to the Vendor for correction. The CCSD will pay approximately 30 days after acceptance of goods or services and receipt of correct invoice, whichever occurs last.
The CCSD will take early payment discounts when the net payment period is over 15 days. The payment period will extend to the date that the invoices are paid.
Should the Vendor become delinquent with any fees, assessments, or charges due to the CCSD, the CCSD will reduce any amount owed to the Vendor by the delinquent amount owed to the CCSD.
The CCSD reserves the right to audit Vendor records when necessary.
4. Sales Tax: Sales tax must be stated separately on each invoice. If the current local sales tax is not charged, the CCSD will remit all sales tax due directly to the California State Board of Equalization.
5. Warranty: Vendor warrants that the item(s) provided and/or work performed under this contract comply with all specifications, are free of liens and encumbrances, and that workmanship and materials are free from defects. Work shall comply with nationally recognized codes and established industry standards. Equipment shall carry the manufacturers’ most favorable commercial warranties. The warranty period shall begin after acceptance of item(s) and/or work and shall extend thereafter for a period of ninety days, or as otherwise specified by the manufacturer’s standard warranty, whichever is later. Vendor agrees to remedy by replacing or repairing any item(s) that is damaged or defective during normal usage within the warranty period, at no additional cost to the CCSD. Such repair or replacement shall occur within a reasonable time
6. Indemnity: Vendor agrees to indemnify, defend, and hold harmless the CCSD, its officers, agents and employees, from and against any and all claims, demands, actions, damages, or judgments, including associated costs of investigation and defense arising in any manner from Vendor’s negligence, gross negligence, recklessness, or willful misconduct or patent or copyright violation in the performance of this contract.
7. Compliance Requirements: Vendor shall be responsible for complying with all applicable Federal, State, and local laws and regulations including, but not limited to, CCSD policies and ordinances. Requirements vary based on the nature of the product to be provided and/or work to be performed. Vendor warrants that it has complied with any and all federal, state, and local licensing requirements.
8. Insurance: Insurance is required in connection with a purchase or contract which involves service performed on CCSD property. When applicable, Vendor must provide Certificate of Insurance(s) prior to the beginning of and throughout the duration of the contract. Vendor must provide satisfactory proof of insurance meeting the CCSD’s requirements. The Vendor will comply with the standard requirements attached hereto, or as stated in a separate written agreement approved by the CCSD.
Insurance Provisions (NA):
A. All Vendors shall have adequate general comprehensive or commercial liability insurance appropriate to the business or sales activity but not less than $500,000 per occurrence or if issued on a claims made basis then applicable to the time of service or sale hereunder, and $1,000,000 aggregate.
B. If requested by District, Vendor will file with District before beginning professional services, a certificate of insurance satisfactory to the District evidencing professional liability coverage of not less than $1,000,000 per claim and annual aggregate, requiring 30 days’ notice of cancellation (10 days for non-payment of premium) to the District. Coverage is to be placed with a carrier with an A.M. Best rating of no less than A-:VII, or equivalent, or as otherwise approved by the District. The retroactive date (if any) is to be no later than the effective date of this Agreement. Vendor shall maintain such coverage continuously for a period of at least three years after the completion of the contract work. Vendor shall purchase a one-year extended reporting period i) if the retroactive date is advanced past the effective date of this Agreement; ii) if the policy is canceled or not renewed; iii) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. In the event that the Vendor employs other Vendors (sub-contractor) as part of the work covered by this agreement, it shall be the Vendor’s responsibility to require and confirm that each sub-contractor meets the minimum insurance requirements specified above.
C. If requested by District, Vendor will file with the District before beginning services, certificates of insurance satisfactory to the District evidencing general liability coverage, of not less than $1,000,000 per occurrence ($2,000,000 general and products-completed operations aggregate (if used) for bodily injury, personal injury and property damage; auto liability of at least $1,000,000 for bodily injury and property damage each accident limit; workers’ compensation (statutory limits) and employer’s liability ($1,000,000) (if applicable): requiring 30 days (10 days for non-payment of premium) notice of cancellation to the District.
C.1 The General Liability coverage is to state or be endorsed to state “such insurance shall be primary and any insurance, self-insurance or other coverage maintained by the District, its directors, officers, agents or employees shall not contribute to it.
C.2 General Liability coverage shall give the District, its directors, officers, employees, and agents additional insured status using ISO endorsement CG 2010, CG2033, or equivalent.
D. For Worker’s Compensation the insurer shall waive its rights of subrogation against District, its officers, agents and employees and shall issue an endorsement to the policy evidencing the same.
E. Insurance coverage is to be placed with a carrier with an A.M. Best rating of no less than A-:VII, or equivalent, or as otherwise approved by the District. In the event the Vendor employs other Vendors (subcontractors) as part of the work covered by this agreement, it shall be the Vendor’s responsibility to require and confirm that each subcontractor meets the minimum insurance requirements specified above.
F. If any of the required coverages expire during the term of this agreement, the Vendor shall deliver the renewal certificate(s) including the general liability additional insured endorsement to the District at least 10 days prior to the expiration date.
9. Assignment: The CCSD reserves the right to cancel contract if the contract is assigned without written consent of the CCSD.
10. Subcontractors: Subcontracting of work without prior approval of the CCSD, may result in contract termination. If at any time, the CCSD determines any subcontractor is incompetent or undesirable, Vendor will be notified and will be expected to immediately cancel the subcontract.
11. Contract Modifications: All changes to this contract will be approved in writing through an amendment to the contract. These terms and conditions contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements, or understandings (whether oral or written) between or among the parties relating to the subject matter of this contract which are not fully expressed herein.
12. Termination or Breach of Contract: This contract may be terminated by mutual consent of both parties or by the CCSD at its discretion. The CCSD may cancel an order for goods or services at any time with written notice to Vendor, stating the extent and effective date of termination. Upon receipt of this written notice, Vendor shall stop performance under this contract as directed by the CCSD. If the contract is terminated,
Vendor shall be paid in accordance with the terms of the contract for goods and services delivered and accepted.
In the event of Vendor’s breach of this contract, CCSD may take any or all of the following actions, without prejudice to any other rights or remedies available to the CCSD by law: (a) require vendor to repair or replace such goods, and upon Vendor’s failure or refusal to do so, repair or replace the same at Vendor’s expense: (b) reject any shipment or delivery containing defective or nonconforming goods and return for credit or replacement at vendor’s option; said return to be made at vendor’s cost and risk: (c) cancel any outstanding deliveries and treat such breach by Vendor as vendor’s repudiation of this contract. In the event of the CCSD’s breach hereunder, Vendor’s exclusive remedy shall be vendor’s recovery of the goods or the purchase price payable for goods shipped prior to such breach.
13. Safety: All service(s) and item(s) provided will comply with applicable safety laws, regulations, and standards. Vendor will provide proof of compliance, if requested by the CCSD.
14. Force Majeure: Neither party will be held responsible for delay or default caused by declared emergencies, natural disasters, or any other cause which is beyond the party's reasonable control. Vendor will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this agreement.
The CCSD reserves the right to obtain the item(s) covered by this contract from another source during any on-going suspension of service due to the circumstances outlined above.
15. Nondiscriminaton: Vendor shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability, or other prohibited basis. All nondiscrimination rules or regulations required by law to be included in this contract are incorporated by this reference.
16. Governing Law: This contract shall be governed by the laws of the State of California. In the event of litigation between City and Vendor, the prevailing party shall be entitled to reasonable attorneys’ fees, based on comparable fees of private attorneys practicing in San Luis Obispo County, and costs.