Purchase Order Standard Terms and Conditions
Only Materials Deliveries:
• All sections but 4.a, 4.b, 4.c, 4.d, 4.e, 5 and 6
Onsite Services and/or Onsite Services involving Materials Deliveries:
• All sections
PURCHASE ORDER STANDARD TERMS AND CONDITIONS
Effective Date: 11/11/2019
1. ACCEPTANCE
These Purchase Order Standard Terms and Conditions (“Terms”) shall apply to and govern the performance of any work by the entity specified on the applicable Purchase Order (“Counterparty”) performed pursuant to either these Terms or any applicable ordering document (each such document a “Purchase Order”) (collectively, “Work”) for the entity identified in the “Bill to” field of such Purchase Order including, for example, Wisconsin Power and Light Company, Interstate Power and Light Company or any other entity listed therein (such identified entity, “Company”). Counterparty’s commencement of any Work shall be deemed acceptance of these Terms and Counterparty agrees to be bound solely by these Terms for any such Work. Any alterations or additions to these Terms by Counterparty via Counterparty’s acceptance, invoices, bills of lading, proposals or any other document or manner other than as described herein is hereby objected to, rejected and shall not be deemed accepted by Company under any circumstances.
Company may update these Terms from time to time. The terms and conditions of these Terms effective as of the execution date of a Purchase Order, as indicated by the Effective Date at the top of these Terms, shall govern any Work performed under such Purchase Order.
2. DELAY AND TERMINATION FOR CONVENIENCE OF COMPANY
Company reserves the right to delay or terminate these Terms and any Purchase Order thereunder (in whole or in part) at any time for any reason or no reason for its sole convenience. In the event of termination, Counterparty shall immediately stop all applicable Work hereunder, and shall immediately cause any of its contractors to cease such Work. Counterparty shall be paid a reasonable termination charge consisting of: (i) a percentage of the applicable Purchase Order price equal to the percentage of the applicable Work performed prior to the notice of termination; and (ii) the actual and direct costs to Counterparty resulting from termination. Counterparty shall not be paid for any work performed after receipt of notice of termination, or for any costs incurred by Counterparty's contractors which Counterparty could reasonably have avoided.
3. TERMINATION FOR CAUSE
Company may terminate these Terms and any Purchase Order hereunder (in whole or in part) for cause due to a Default Event by the Counterparty, or if the Counterparty fails to comply with these Terms. A “Default Event” means any of the following occurrences due to an act or omission by Counterparty: any breach of or failure to comply with these Terms by Counterparty; late deliveries; deliveries of products that are defective or do not conform to the specifications set forth in these Terms or any applicable Purchase Order; failure to provide Company, upon request, reasonable assurances of future performance; and any other event which could be reasonably interpreted to be a default under these Terms. In the event of termination pursuant to this Section 3, Company shall not be liable to Counterparty for any amount, and Counterparty shall be liable to Company for any and all damages sustained by reason of the default, giving rise to the termination.
4. SITE REQUIREMENTS
For Work to be performed on either Company property or the location specified in the applicable Purchase Order ("Site"), Counterparty warrants that it shall comply with each of the following:
a. Counterparty shall become familiar with the Site and its environment prior to commencement of any Work, and shall routinely inspect the Work in order to discover and promptly take all precautions and remedies necessary to protect and warn all employees, contractors, and third parties against existing conditions or conditions created during the progress of the Work which may involve risk of bodily harm or property damage of all persons, including employees or property of either party or third parties.
b. Counterparty shall report all injuries to Counterparty employees or contractors that occur during performance of the Work to both the Company representative located at the Site who is in charge of the project as well as any contact person identified by Company in the applicable Purchase Order.
c. In order to maintain a safe, healthy and efficient work environment, and to minimize absenteeism and tardiness, Company requires that the work Site be a drug and alcohol free environment. Prior to commencement of work on the Site, Counterparty must have a substance abuse program in place. Company shall review the program and provide its approval or recommendations for improvement prior to commencement of work.
d. Counterparty will test its employees for use of illegal or prohibited substances prior to such employees engaging in any Work, in accordance with its substance abuse program. Should a Counterparty employee or contractor be involved in or cause a reportable accident or incident which causes personal injury or property damage, such employee will be subject to a drug and alcohol test based on their involvement with such accident or incident in accordance with applicable laws. Each Counterparty employee or contractor will be subject to a drug and alcohol test based on a reasonable and articulated belief that the employee is using or has recently abused alcohol or drugs. The cost of such testing, and any resulting costs of noncompliance, including but not limited to replacing any employees or contractors who fail such testing, shall be borne entirely by Counterparty.
e. In the event Counterparty or any of its agents causes a spill or release of any Hazardous Material into the environment which requires reporting to local, state and/or federal agencies or remediation under any local, state or federal law, Counterparty shall be responsible for ensuring timely and adequate compliance with reporting or remediation requirements, will immediately provide Company with the details, status, and compliance efforts associated with the spill or release, will coordinate all compliance activities with Company's designated environmental or safety specialist for the Site and will bear all costs of or related to the foregoing. For the purposes of these Terms, "Hazardous Material" means any waste, chemical or other substance that is defined as "hazardous" or "toxic" or as a "pollutant" or a "contaminant" under any applicable Hazardous Material Law, including but not limited to asbestos, polychlorinated biphenyls ("PCBs"), petroleum and petroleum products. "Hazardous Material Law" means all laws and regulations related to health, safety, or the protection of the environment including those relating to land use, air emissions, discharges into or pollution of waters, and hazardous materials.
f. Safety Data Sheets: Counterparty must maintain Safety Data Sheets (“SDS”) for all Hazardous Materials, chemicals, substances and materials on the Site during performance of the Work or delivery of any goods and provide all such SDS’s to the Company (via email sent to [email protected]) prior to or at the time they are brought onto or generated on the Site. Each such email must include the applicable Purchase Order number, and Counterparty’s name and point of contact.
5. SAFETY CONTRACTOR MANAGEMENT DATABASE
If required by Company, prior to commencement of the Work, Counterparty must subscribe to Company’s designated Safety Contractor Management Database, and Counterparty must maintain its subscription and a compliance grade acceptable to the Company for the duration of the Work. Any fees associated with Counterparty’s required subscription will be Counterparty’s responsibility. “Safety Contractor Management Database” means the online contractor and supplier management database designated by Company, which assists the Company with monitoring Counterparty’s compliance with Company’s minimum Safety Requirements. Company’s current Contractor Management Database is ISNetworld, and subscription information is available at www.isnetworld.com. Company reserves the right to change its Safety Contractor Management Database.
6. REMOVAL FROM SITE
Upon receipt of oral or written notification from Company, Counterparty must immediately remove from Site any Counterparty representative who Company believes, as determined in its sole discretion, is in violation of these Terms or the applicable Purchase Order. Any removed persons will not be permitted on the Site without Company’s prior written approval. Company will not be required to provide reason for removal.
7. COMPLIANCE WITH LAWS
Counterparty represents and warrants that Counterparty and all Counterparty representatives, including all employees and contractors, are and will remain in full compliance with all requirements of federal, state and local laws, standards, codes and regulations applicable to the work ("Laws"), and policies that apply to or otherwise affect Company, Counterparty or the Work, including those applicable to the protection of Company and Counterparty’s employees and members of the public. Said Laws include, but are not limited to:
a) Safety Laws;
b) Laws prohibiting discrimination against any employee or applicant for employment because of race, creed, color, sex, national origin, age or disability;
c) Unemployment insurance Laws;
d) Federal Social Security Laws;
e) Workers' compensation Laws;
f) Environmental Laws;
g) All provisions of Executive Order 11246, as amended by Executive Order 11375 and all rules, regulations, and relevant orders of the Secretary of Labor related to equal employment opportunity as in effect on the date of these Terms, including without limitation, the equal opportunity clause set forth at 41 C.F.R. 60-1.4(a);
h) All provisions of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 2012) and all rules, regulations, and relevant orders related to employment of Vietnam veterans as in effect on the date of these Terms, including without limitation, the affirmative action clause set forth at 41 C.F.R. 60-250.4;
i) All provisions of the Veterans’ Employment Emphasis under Federal Contracts, found at 38 U.S.C. § 4212 and all rules, regulations, and relevant orders related to employment of veterans as in effect on the date of these Terms, including without limitation, the affirmative action clause set forth at 41 C.F.R. 60-300.40-45;
j) All provisions of the Rehabilitation Act of 1973, as amended, and all rules, regulations, and relevant orders related to employment of a Person with a Disability as in effect on the date of these Terms, including without limitation, the equal opportunity clause set forth at 41 C.F.R. 60- 741.5(a);
k) All provisions of Executive Order 13496 and 29 CFR Part 471, Appendix A to Subpart A, requiring the posting of the Employee Rights Under the National Labor Relations Act notice; and
l) All provisions of the United States Foreign Corrupt Practices Act.
In addition, Counterparty represents and warrants that Counterparty and all Counterparty representatives, including all employees and contractors, are in and will remain in full compliance with all policies and procedures established by Company from time to time, including without limitation health, safety, security, cybersecurity and environmental policies and procedures (collectively “Company’s Policies and Procedures”), and that are provided by Company to Counterparty in writing at any time during the term of these Terms or that can be accessed at http://www.alliantenergy.com/AboutAlliantEnergy/DoingBusiness/Suppliers/ which may be updated periodically. In the event of any inconsistency between applicable Laws and/or Company’s Policies and Procedures, the more restrictive or protective standard will apply unless such standard would result in a violation of applicable Law, in which case applicable Law will apply.
8. PROPRIETARY INFORMATION
“Confidential Information” means any information furnished by Company to Counterparty; any drawings, specifications, or other documents prepared by Counterparty for Company in connection with the Work; and any other information of Company that could reasonably be expected to be confidential or proprietary including but not limited to contractual information, trade secrets, computer codes, formulas, methods, inventions and devices that are or may be in the future developed, used by or in the possession of Company.
Counterparty shall not use Confidential Information for any purpose other than performing the Work without prior written permission from Company to do so. Counterparty shall not, without written permission of Company, disclose any Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. In the event of a breach or threatened breach by Counterparty of the provisions of this paragraph, Company shall be entitled to an injunctive relief. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to Company for such breach or threatened breach.
9. WARRANTY
Counterparty expressly warrants that:
a) All goods or Work furnished pursuant to these Terms shall conform to all specifications and appropriate standards, will be new, and will be free from defects in design, material, workmanship or fabrication for a period of two (2) years following delivery of such goods, or completion of such service, whichever shall last occur;
b) All such goods or Work will conform to any statements made on the containers or labels or advertisements for such goods and that any goods will be adequately contained, packaged, marked and labeled;
c) All goods furnished hereunder shall be free from any defect in title and free from any charge, lien, security interest or other encumbrance;
d) All goods or Work furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used;
e) If Counterparty knows or has reason to know the particular purpose for which Company intends to use the goods or services, such goods or services will be fit for that particular purpose;
f) Goods or services furnished hereunder will conform in all respects to samples. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Counterparty's obligation under this warranty, and such warranty shall survive inspection, test, acceptance and use.
Counterparty's warranties herein shall run to the benefit of Company, its successors, assigns, customers and users of products sold by Company. Counterparty agrees to replace or correct defects of any goods or services not conforming to the foregoing warranties promptly and without expense to Company, including without limitation, any and all expense related to the repair or replacement of the defects in any goods or services when notified of such nonconformity by Company; provided that Company elects to provide Counterparty with the opportunity to do so. In the event Counterparty fails to correct the defect or replace nonconforming goods or re-perform the services promptly, Company, after reasonable notice to Counterparty, may make such corrections or replace such goods and services and charge Counterparty for the cost incurred by Company in so doing.
10. PRICE WARRANTY
Counterparty warrants that the prices shown on any Purchase Order shall be complete, and no additional charges of any type shall be added or charged to Company without Company's express written consent via a Change Order to such Purchase Order.
11. FORCE MAJEURE
Company may delay delivery or acceptance occasioned by a Force Majeure Event without penalty. Counterparty shall hold such goods at the direction of the Company and shall deliver them when the applicable Force Majeure Event no longer impedes such delivery. Company shall be responsible only for Counterparty's direct additional cost in holding the goods or delaying performance of Work at Company's request.
“Force Majeure Event” means any acts, events, or occurrences that: (i) are not anticipated as of the execution date of these Terms; (ii) are not caused by the fault, negligence or willful misconduct of the responsible Party; (iii) are beyond the reasonable control of the responsible Party; and (iv) could not have been avoided or overcome by the exercise of due diligence of the responsible Party. Force Majeure Events includes but are not limited to: earthquakes, tidal waves, floods, fire, hurricanes, blizzards, quarantine, blockade, governmental acts, war (declared or not), rebellion, terrorism (foreign and domestic), or regional or national strikes or labor disputes (including walk outs, work stoppages or slowdowns).
12. INSURANCE
In addition to the requirements set forth in the applicable Purchase Order, Counterparty shall provide and maintain insurance in connection with any goods or Work provided pursuant to these Terms. Counterparty shall furnish to Company certificates showing policies carried and the limits of coverage as follows:
a. Workers' Compensation Insurance for Counterparty's employees to the extent required by applicable Laws and occupational disease and employer's liability insurance for not less than $1,000,000;
b. Commercial General Liability Insurance as applicable to Counterparty's obligations under these Terms or any Purchase Order hereunder with limits not less than $5,000,000 per occurrence. Limits may be satisfied with a combination of primary and excess coverage. Counterparty will include Company as additional insured on a primary and non-contributory basis.
c. Automobile Liability Insurance for all owned, non-owned and hired automobiles with limits not less than: $1,000,000 per occurrence.
d. If indicated in the applicable Purchase Order, Errors and Omissions Insurance including a “claims made” policy which must remain in effect for a period of two (2) years after the completion of the Work with limits not less than $1,000,000 each claim and $1,000,000 aggregate.
Certificates of insurance shall be on file with Company prior to commencement of Work, and such coverage shall remain in effect for the duration of these Terms and any Purchase Order hereunder. No future Certificates of insurance are required unless requested. Counterparty shall provide thirty (30) days written notice to Company prior to cancellation or non-renewal of any of the insurance policies required herein. Failure of Company to enforce the minimum insurance requirements listed above shall not relieve Counterparty of responsibility for maintaining these coverages.
13. INDEPENDENT CONTRACTOR
Counterparty acknowledges and agrees that it is an independent contractor with respect to Company, and not a joint venture or employee, and shall be at all times solely responsible for itself, as well as its employees, agents, and subcontractors as to workmanship, accidents, injuries, wages, supervision and control. Nothing in these Terms or any Purchase Order will be construed or interpreted otherwise. While Company may instruct Counterparty as to the objectives, timing and the results required, Counterparty will have full control over how it achieves such objectives, timing or results and has full power and authority to select the means, methods, and manner for performing the Work.
14. SUBCONTRACTING
Counterparty shall obtain Company's written permission before subcontracting any portion of the Work. Counterparty shall remain solely responsible for satisfactory completion of the Work by any and all subcontractors and shall incorporate terms and conditions at least as protective of Company as these Terms in all respects into any agreement between Counterparty and any such subcontractor pertaining to the Work.
15. INDEMNIFICATION
Except to the extent caused solely by the negligent acts of Company or its employees, Counterparty shall defend, indemnify and hold harmless its officers, directors, employees, agents and customers against any and all expenses, losses, royalties, profits and damages including court costs and attorney's fees, arising out of or resulting in any way from: (i) any defect in the goods or services purchased hereunder; (ii) any act or omission of Counterparty, its agents, employees of subsidiaries, including claims by employees of Counterparty; or (iii) alleged patent or copyright infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark, or appearance of goods or services furnished hereunder. Counterparty shall not enter into any settlement agreement pertaining to any claim hereunder without Company’s prior written review and approval of such settlement agreement. These indemnification obligations shall be in addition to the warranty obligations of Counterparty, and shall survive termination of these Terms or any applicable Purchase Order. In no event shall Company be liable for indirect, special, incidental or consequential damages.
16. CHANGES
Company shall have the right, and Counterparty agrees to accept any changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment may be made to the price under the applicable Purchase Order by a change order mutually agreed upon by the parties (“Change Order”). Company will not be responsible for any costs incurred by Counterparty in performance of work outside the scope of any Purchase Order or duly executed Change Orders. Neither these Terms or any Purchase Order or Change Order may be amended except by an instrument in writing signed on behalf of each of Company and Counterparty. No amendment, supplement, modification, waiver or Change Order of these Terms or any Purchase Order will be binding unless executed in writing by the Party to be bound thereby. Notwithstanding anything to the contrary herein, each Change Order will be governed by the version of the Purchase Order Standard Terms and Conditions effective at the time of the Purchase Order it is modifying.
17. INSPECTION/TESTING
Payment for the goods or services delivered hereunder shall not constitute acceptance thereof. Company shall have the right to inspect such goods and to reject any or all of such goods which Company determines, in its sole discretion, to be defective or nonconforming. Rejected goods and goods supplied in excess of the quantity specified in the applicable Purchase Order may be returned to Counterparty at its expense and, which will not constitute a waiver of any of Company's other rights. Company may charge Counterparty all expenses of unpacking, examining, repacking and reshipping such goods. In the event Company receives goods whose defects or nonconformity is not apparent on examination, Company reserves the right to require replacement as well as payment of damages. Nothing contained in these Terms shall relieve in any way the Counterparty from the obligation of testing, inspection and quality control. Company may require correction to the Work found to be defective or not in accordance with these Terms, regardless of the stage of completion or the time or place of discovery of such errors, and regardless of whether Company’s inspector has previously accepted it through oversight or otherwise.
18. WAIVER
Company's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Company's waiver of any breach hereunder shall not waive any other terms, conditions, or privileges, whether of the same or similar type, nor will such waiver constitute a continuing waiver unless otherwise expressly provided.
19. DELIVERY
Time is of the essence in performance of any Work, and if delivery of items or rendering of services is not completed by the time specified in the applicable Purchase Order, Company reserves the right without liability, in addition to its other rights and remedies, to terminate the applicable Purchase Order upon notice effective when received by Counterparty as to items not yet shipped, or Work not yet performed, and to purchase substitute items or services elsewhere and charge Counterparty the amount of any loss incurred. The Company may specify the routing on the applicable Purchase Order from point of origin to destination, whether or not prices are quoted FOB destination or FOB point of origin.
20. INVOICE INFORMATION TO BE INCLUDED WITH PURCHASE ORDER
Counterparty must submit an invoice to the address shown on the face of the applicable Purchase Order within 30 days of the completion of Work or delivery of goods, as applicable. All invoices must: (i) reference Company’s contact person listed on the applicable Purchase Order; (ii) reference the applicable Purchase Order number; (iii) separately itemize all charges, including charges for labor and materials; (iv) include and itemize all taxes applicable to the Work; and (v) include Counterparty's legal names, federal tax identification number, remit to address, telephone number. Invoices must not reference any terms and conditions other than those of this these Terms. Any invoice that purports to modify these Terms or any Purchase Order or to incorporate any other terms and conditions may be rejected at Company’s sole discretion and may cause a delay in payment.
Unless otherwise expressly stated in an applicable Purchase Order, the payment terms for all Company payments against Contractor invoices will be 2% 10, NET 60, whereby, once Company receives each correct invoice that Contractor properly submits to Company, Company may elect to either: (i) pay the undisputed invoice amount, minus two percent of such undisputed amount, within ten days from the invoice date (which discounted, timely, payment Contractor shall deem to fully satisfy the applicable undisputed invoice amount); or (ii) pay the non-discounted, undisputed invoice amount any time within sixty (60) days after the invoice date.
21. ACCOUNTING AND AUDITING
Counterparty shall keep accurate and complete accounting records of all cost billings to Company in accordance with generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time, but no more than once per year unless Company reasonably suspects fraud or error in Counterparty’s accounting, to examine, audit, and reproduce such accounting records, vouchers, and their source documents which serve as the basis for any invoice or compensation paid by Company to Counterparty. Counterparty shall maintain such documents and make them available for examination, audit, and reproduction for seven (7) years after the later of completion or termination of these Terms or any Purchase Order thereunder. All results of these audits shall be kept confidential between the two parties and their agents. Counterparty shall assist Company with preparing necessary audit material and will allow Company to review any work papers prepared by independent auditors as allowed by professional standards. Audit findings will be considered to be final for the period audited.
22. REMEDIES
Each of the rights and remedies reserved to Company in these Terms shall be cumulative and additional to any other or further remedies provided in law or equity or in these Terms.
23. APPLICABLE LAW
The rights and obligations of the parties shall be governed by the laws of the Wisconsin. Notwithstanding the foregoing, the rights and obligations of the parties shall be governed by the laws of the state of Iowa to the extent that any Site on which Work is performed or to which goods are delivered pursuant hereto is located in Iowa.
24. ENTIRE AGREEMENT
These Terms and any documents referred to herein, constitute the entire agreement between the parties.
The following sections apply to the following scenarios:
Only Materials Deliveries:
• All sections but 4.a, 4.b, 4.c, 4.d, 4.e, 5 and 6
Onsite Services and/or Onsite Services involving Materials Deliveries:
• All sections
PURCHASE ORDER STANDARD TERMS AND CONDITIONS
Effective Date: 5/20/2019
1. ACCEPTANCE
These Purchase Order Standard Terms and Conditions (“Terms”) shall apply to and govern the performance of any work by the entity specified on the applicable Purchase Order (“Counterparty”) performed pursuant to either these Terms or any applicable ordering document (each such document a “Purchase Order”) (collectively, “Work”) for the entity identified in the “Bill to” field of such Purchase Order including, for example, Wisconsin Power and Light Company, Interstate Power and Light Company or any other entity listed therein (such identified entity, “Company”). Counterparty’s commencement of any Work shall be deemed acceptance of these Terms and Counterparty agrees to be bound solely by these Terms for any such Work. Any alterations or additions to these Terms by Counterparty via Counterparty’s acceptance, invoices, bills of lading, proposals or any other document or manner other than as described herein is hereby objected to, rejected and shall not be deemed accepted by Company under any circumstances.
Company may update these Terms from time to time. The terms and conditions of these Terms effective as of the execution date of a Purchase Order, as indicated by the Effective Date at the top of these Terms, shall govern any Work performed under such Purchase Order.
2. DELAY AND TERMINATION FOR CONVENIENCE OF COMPANY
Company reserves the right to delay or terminate these Terms and any Purchase Order thereunder (in whole or in part) at any time for any reason or no reason for its sole convenience. In the event of termination, Counterparty shall immediately stop all applicable Work hereunder, and shall immediately cause any of its contractors to cease such Work. Counterparty shall be paid a reasonable termination charge consisting of: (i) a percentage of the applicable Purchase Order price equal to the percentage of the applicable Work performed prior to the notice of termination; and (ii) the actual and direct costs to Counterparty resulting from termination. Counterparty shall not be paid for any work performed after receipt of notice of termination, or for any costs incurred by Counterparty's contractors which Counterparty could reasonably have avoided.
3. TERMINATION FOR CAUSE
Company may terminate these Terms and any Purchase Order hereunder (in whole or in part) for cause due to a Default Event by the Counterparty, or if the Counterparty fails to comply with these Terms. A “Default Event” means any of the following occurrences due to an act or omission by Counterparty: any breach of or failure to comply with these Terms by Counterparty; late deliveries; deliveries of products that are defective or do not conform to the specifications set forth in these Terms or any applicable Purchase Order; failure to provide Company, upon request, reasonable assurances of future performance; and any other event which could be reasonably interpreted to be a default under these Terms. In the event of termination pursuant to this Section 3, Company shall not be liable to Counterparty for any amount, and Counterparty shall be liable to Company for any and all damages sustained by reason of the default, giving rise to the termination.
4. SITE REQUIREMENTS
For Work to be performed on either Company property or the location specified in the applicable Purchase Order ("Site"), Counterparty warrants that it shall comply with each of the following:
a. Counterparty shall become familiar with the Site and its environment prior to commencement of any Work, and shall routinely inspect the Work in order to discover and promptly take all precautions and remedies necessary to protect and warn all employees, contractors, and third parties against existing conditions or conditions created during the progress of the Work which may involve risk of bodily harm or property damage of all persons, including employees or property of either party or third parties.
b. Counterparty shall report all injuries to Counterparty employees or contractors that occur during performance of the Work to both the Company representative located at the Site who is in charge of the project as well as any contact person identified by Company in the applicable Purchase Order.
c. In order to maintain a safe, healthy and efficient work environment, and to minimize absenteeism and tardiness, Company requires that the work Site be a drug and alcohol free environment. Prior to commencement of work on the Site, Counterparty must have a substance abuse program in place. Company shall review the program and provide its approval or recommendations for improvement prior to commencement of work.
d. Counterparty will test its employees for use of illegal or prohibited substances prior to such employees engaging in any Work, in accordance with its substance abuse program. Should a Counterparty employee or contractor be involved in or cause a reportable accident or incident which causes personal injury or property damage, such employee will be subject to a drug and alcohol test based on their involvement with such accident or incident in accordance with applicable laws. Each Counterparty employee or contractor will be subject to a drug and alcohol test based on a reasonable and articulated belief that the employee is using or has recently abused alcohol or drugs. The cost of such testing, and any resulting costs of noncompliance, including but not limited to replacing any employees or contractors who fail such testing, shall be borne entirely by Counterparty.
e. In the event Counterparty or any of its agents causes a spill or release of any Hazardous Material into the environment which requires reporting to local, state and/or federal agencies or remediation under any local, state or federal law, Counterparty shall be responsible for ensuring timely and adequate compliance with reporting or remediation requirements, will immediately provide Company with the details, status, and compliance efforts associated with the spill or release, will coordinate all compliance activities with Company's designated environmental or safety specialist for the Site and will bear all costs of or related to the foregoing. For the purposes of these Terms, "Hazardous Material" means any waste, chemical or other substance that is defined as "hazardous" or "toxic" or as a "pollutant" or a "contaminant" under any applicable Hazardous Material Law, including but not limited to asbestos, polychlorinated biphenyls ("PCBs"), petroleum and petroleum products. "Hazardous Material Law" means all laws and regulations related to health, safety, or the protection of the environment including those relating to land use, air emissions, discharges into or pollution of waters, and hazardous materials.
f. Safety Data Sheets: Counterparty must maintain Safety Data Sheets (“SDS”) for all Hazardous Materials, chemicals, substances and materials on the Site during performance of the Work or delivery of any goods and provide all such SDS’s to the Company (via email sent to [email protected]) prior to or at the time they are brought onto or generated on the Site. Each such email must include the applicable Purchase Order number, and Counterparty’s name and point of contact.
5. SAFETY CONTRACTOR MANAGEMENT DATABASE
If required by Company, prior to commencement of the Work, Counterparty must subscribe to Company’s designated Safety Contractor Management Database, and Counterparty must maintain its subscription and a compliance grade acceptable to the Company for the duration of the Work. Any fees associated with Counterparty’s required subscription will be Counterparty’s responsibility. “Safety Contractor Management Database” means the online contractor and supplier management database designated by Company, which assists the Company with monitoring Counterparty’s compliance with Company’s minimum Safety Requirements. Company’s current Contractor Management Database is ISNetworld, and subscription information is available at www.isnetworld.com. Company reserves the right to change its Safety Contractor Management Database.
6. REMOVAL FROM SITE
Upon receipt of oral or written notification from Company, Counterparty must immediately remove from Site any Counterparty representative who Company believes, as determined in its sole discretion, is in violation of these Terms or the applicable Purchase Order. Any removed persons will not be permitted on the Site without Company’s prior written approval. Company will not be required to provide reason for removal.
7. COMPLIANCE WITH LAWS
Counterparty represents and warrants that Counterparty and all Counterparty representatives, including all employees and contractors, are and will remain in full compliance with all requirements of federal, state and local laws, standards, codes and regulations applicable to the work ("Laws"), and policies that apply to or otherwise affect Company, Counterparty or the Work, including those applicable to the protection of Company and Counterparty’s employees and members of the public. Said Laws include, but are not limited to:
a) Safety Laws;
b) Laws prohibiting discrimination against any employee or applicant for employment because of race, creed, color, sex, national origin, age or disability;
c) Unemployment insurance Laws;
d) Federal Social Security Laws;
e) Workers' compensation Laws;
f) Environmental Laws;
g) All provisions of Executive Order 11246, as amended by Executive Order 11375 and all rules, regulations, and relevant orders of the Secretary of Labor related to equal employment opportunity as in effect on the date of these Terms, including without limitation, the equal opportunity clause set forth at 41 C.F.R. 60-1.4(a);
h) All provisions of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 2012) and all rules, regulations, and relevant orders related to employment of Vietnam veterans as in effect on the date of these Terms, including without limitation, the affirmative action clause set forth at 41 C.F.R. 60-250.4;
i) All provisions of the Veterans’ Employment Emphasis under Federal Contracts, found at 38 U.S.C. § 4212 and all rules, regulations, and relevant orders related to employment of veterans as in effect on the date of these Terms, including without limitation, the affirmative action clause set forth at 41 C.F.R. 60-300.40-45;
j) All provisions of the Rehabilitation Act of 1973, as amended, and all rules, regulations, and relevant orders related to employment of a Person with a Disability as in effect on the date of these Terms, including without limitation, the equal opportunity clause set forth at 41 C.F.R. 60- 741.5(a);
k) All provisions of Executive Order 13496 and 29 CFR Part 471, Appendix A to Subpart A, requiring the posting of the Employee Rights Under the National Labor Relations Act notice; and
l) All provisions of the United States Foreign Corrupt Practices Act.
In addition, Counterparty represents and warrants that Counterparty and all Counterparty representatives, including all employees and contractors, are in and will remain in full compliance with all policies and procedures established by Company from time to time, including without limitation health, safety, security, cybersecurity and environmental policies and procedures (collectively “Company’s Policies and Procedures”), and that are provided by Company to Counterparty in writing at any time during the term of these Terms or that can be accessed at https://www.alliantenergy.com/PartneringwithAlliantEnergy/Suppliers which may be updated periodically. In the event of any inconsistency between applicable Laws and/or Company’s Policies and Procedures, the more restrictive or protective standard will apply unless such standard would result in a violation of applicable Law, in which case applicable Law will apply.
8. PROPRIETARY INFORMATION
“Confidential Information” means any information furnished by Company to Counterparty; any drawings, specifications, or other documents prepared by Counterparty for Company in connection with the Work; and any other information of Company that could reasonably be expected to be confidential or proprietary including but not limited to contractual information, trade secrets, computer codes, formulas, methods, inventions and devices that are or may be in the future developed, used by or in the possession of Company.
Counterparty shall not use Confidential Information for any purpose other than performing the Work without prior written permission from Company to do so. Counterparty shall not, without written permission of Company, disclose any Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. In the event of a breach or threatened breach by Counterparty of the provisions of this paragraph, Company shall be entitled to an injunctive relief. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to Company for such breach or threatened breach.
9. WARRANTY
Counterparty expressly warrants that:
a) All goods or Work furnished pursuant to these Terms shall conform to all specifications and appropriate standards, will be new, and will be free from defects in design, material, workmanship or fabrication for a period of two (2) years following delivery of such goods, or completion of such service, whichever shall last occur;
b) All such goods or Work will conform to any statements made on the containers or labels or advertisements for such goods and that any goods will be adequately contained, packaged, marked and labeled;
c) All goods furnished hereunder shall be free from any defect in title and free from any charge, lien, security interest or other encumbrance;
d) All goods or Work furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used;
e) If Counterparty knows or has reason to know the particular purpose for which Company intends to use the goods or services, such goods or services will be fit for that particular purpose;
f) Goods or services furnished hereunder will conform in all respects to samples. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Counterparty's obligation under this warranty, and such warranty shall survive inspection, test, acceptance and use.
Counterparty's warranties herein shall run to the benefit of Company, its successors, assigns, customers and users of products sold by Company. Counterparty agrees to replace or correct defects of any goods or services not conforming to the foregoing warranties promptly and without expense to Company, including without limitation, any and all expense related to the repair or replacement of the defects in any goods or services when notified of such nonconformity by Company; provided that Company elects to provide Counterparty with the opportunity to do so. In the event Counterparty fails to correct the defect or replace nonconforming goods or re-perform the services promptly, Company, after reasonable notice to Counterparty, may make such corrections or replace such goods and services and charge Counterparty for the cost incurred by Company in so doing.
10. PRICE WARRANTY
Counterparty warrants that the prices shown on any Purchase Order shall be complete, and no additional charges of any type shall be added or charged to Company without Company's express written consent via a Change Order to such Purchase Order.
11. FORCE MAJEURE
Company may delay delivery or acceptance occasioned by a Force Majeure Event without penalty. Counterparty shall hold such goods at the direction of the Company and shall deliver them when the applicable Force Majeure Event no longer impedes such delivery. Company shall be responsible only for Counterparty's direct additional cost in holding the goods or delaying performance of Work at Company's request.
“Force Majeure Event” means any acts, events, or occurrences that: (i) are not anticipated as of the execution date of these Terms; (ii) are not caused by the fault, negligence or willful misconduct of the responsible Party; (iii) are beyond the reasonable control of the responsible Party; and (iv) could not have been avoided or overcome by the exercise of due diligence of the responsible Party. Force Majeure Events includes but are not limited to: earthquakes, tidal waves, floods, fire, hurricanes, blizzards, quarantine, blockade, governmental acts, war (declared or not), rebellion, terrorism (foreign and domestic), or regional or national strikes or labor disputes (including walk outs, work stoppages or slowdowns).
12. INSURANCE
In addition to the requirements set forth in the applicable Purchase Order, Counterparty shall provide and maintain insurance in connection with any goods or Work provided pursuant to these Terms. Counterparty shall furnish to Company certificates showing policies carried and the limits of coverage as follows:
a. Workers' Compensation Insurance for Counterparty's employees to the extent required by applicable Laws and occupational disease and employer's liability insurance for not less than $1,000,000;
b. Commercial General Liability Insurance as applicable to Counterparty's obligations under these Terms or any Purchase Order hereunder with limits not less than $5,000,000 per occurrence. Limits may be satisfied with a combination of primary and excess coverage. Counterparty will include Company as additional insured on a primary and non-contributory basis.
c. Automobile Liability Insurance for all owned, non-owned and hired automobiles with limits not less than: $1,000,000 per occurrence.
d. If indicated in the applicable Purchase Order, Errors and Omissions Insurance including a “claims made” policy which must remain in effect for a period of two (2) years after the completion of the Work with limits not less than $1,000,000 each claim and $1,000,000 aggregate.
Certificates of insurance shall be on file with Company prior to commencement of Work, and such coverage shall remain in effect for the duration of these Terms and any Purchase Order hereunder. Counterparty shall provide thirty (30) days written notice to Company prior to cancellation or non-renewal of any of the insurance policies required herein. Failure of Company to enforce the minimum insurance requirements listed above shall not relieve Counterparty of responsibility for maintaining these coverages.
13. INDEPENDENT CONTRACTOR
Counterparty acknowledges and agrees that it is an independent contractor with respect to Company, and not a joint venture or employee, and shall be at all times solely responsible for itself, as well as its employees, agents, and subcontractors as to workmanship, accidents, injuries, wages, supervision and control. Nothing in these Terms or any Purchase Order will be construed or interpreted otherwise. While Company may instruct Counterparty as to the objectives, timing and the results required, Counterparty will have full control over how it achieves such objectives, timing or results and has full power and authority to select the means, methods, and manner for performing the Work.
14. SUBCONTRACTING
Counterparty shall obtain Company's written permission before subcontracting any portion of the Work. Counterparty shall remain solely responsible for satisfactory completion of the Work by any and all subcontractors and shall incorporate terms and conditions at least as protective of Company as these Terms in all respects into any agreement between Counterparty and any such subcontractor pertaining to the Work.
15. INDEMNIFICATION
Except to the extent caused solely by the negligent acts of Company or its employees, Counterparty shall defend, indemnify and hold harmless its officers, directors, employees, agents and customers against any and all expenses, losses, royalties, profits and damages including court costs and attorney's fees, arising out of or resulting in any way from: (i) any defect in the goods or services purchased hereunder; (ii) any act or omission of Counterparty, its agents, employees of subsidiaries, including claims by employees of Counterparty; or (iii) alleged patent or copyright infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark, or appearance of goods or services furnished hereunder. Counterparty shall not enter into any settlement agreement pertaining to any claim hereunder without Company’s prior written review and approval of such settlement agreement. These indemnification obligations shall be in addition to the warranty obligations of Counterparty, and shall survive termination of these Terms or any applicable Purchase Order. In no event shall Company be liable for indirect, special, incidental or consequential damages.
16. CHANGES
Company shall have the right, and Counterparty agrees to accept any changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment may be made to the price under the applicable Purchase Order by a change order mutually agreed upon by the parties (“Change Order”). Company will not be responsible for any costs incurred by Counterparty in performance of work outside the scope of any Purchase Order or duly executed Change Orders. Neither these Terms or any Purchase Order or Change Order may be amended except by an instrument in writing signed on behalf of each of Company and Counterparty. No amendment, supplement, modification, waiver or Change Order of these Terms or any Purchase Order will be binding unless executed in writing by the Party to be bound thereby. Notwithstanding anything to the contrary herein, each Change Order will be governed by the version of the Purchase Order Standard Terms and Conditions effective at the time of the Purchase Order it is modifying.
17. INSPECTION/TESTING
Payment for the goods or services delivered hereunder shall not constitute acceptance thereof. Company shall have the right to inspect such goods and to reject any or all of such goods which Company determines, in its sole discretion, to be defective or nonconforming. Rejected goods and goods supplied in excess of the quantity specified in the applicable Purchase Order may be returned to Counterparty at its expense and, which will not constitute a waiver of any of Company's other rights. Company may charge Counterparty all expenses of unpacking, examining, repacking and reshipping such goods. In the event Company receives goods whose defects or nonconformity is not apparent on examination, Company reserves the right to require replacement as well as payment of damages. Nothing contained in these Terms shall relieve in any way the Counterparty from the obligation of testing, inspection and quality control. Company may require correction to the Work found to be defective or not in accordance with these Terms, regardless of the stage of completion or the time or place of discovery of such errors, and regardless of whether Company’s inspector has previously accepted it through oversight or otherwise.
18. WAIVER
Company's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Company's waiver of any breach hereunder shall not waive any other terms, conditions, or privileges, whether of the same or similar type, nor will such waiver constitute a continuing waiver unless otherwise expressly provided.
19. DELIVERY
Time is of the essence in performance of any Work, and if delivery of items or rendering of services is not completed by the time specified in the applicable Purchase Order, Company reserves the right without liability, in addition to its other rights and remedies, to terminate the applicable Purchase Order upon notice effective when received by Counterparty as to items not yet shipped, or Work not yet performed, and to purchase substitute items or services elsewhere and charge Counterparty the amount of any loss incurred. The Company may specify the routing on the applicable Purchase Order from point of origin to destination, whether or not prices are quoted FOB destination or FOB point of origin.
20. INVOICE INFORMATION TO BE INCLUDED WITH PURCHASE ORDER
Counterparty must submit an invoice to the address shown on the face of the applicable Purchase Order within 30 days of the completion of Work or delivery of goods, as applicable. All invoices must: (i) reference Company’s contact person listed on the applicable Purchase Order; (ii) reference the applicable Purchase Order number; (iii) separately itemize all charges, including charges for labor and materials; (iv) include and itemize all taxes applicable to the Work; and (v) include Counterparty's legal names, federal tax identification number, remit to address, telephone number. Invoices must not reference any terms and conditions other than those of this these Terms. Any invoice that purports to modify these Terms or any Purchase Order or to incorporate any other terms and conditions may be rejected at Company’s sole discretion and may cause a delay in payment.
Unless otherwise specified in the applicable Purchase Order, Company will pay the undisputed portion of the amount invoiced within forty-five (45) days following receipt and approval of Counterparty’s invoice.
21. ACCOUNTING AND AUDITING
Counterparty shall keep accurate and complete accounting records of all cost billings to Company in accordance with generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time, but no more than once per year unless Company reasonably suspects fraud or error in Counterparty’s accounting, to examine, audit, and reproduce such accounting records, vouchers, and their source documents which serve as the basis for any invoice or compensation paid by Company to Counterparty. Counterparty shall maintain such documents and make them available for examination, audit, and reproduction for seven (7) years after the later of completion or termination of these Terms or any Purchase Order thereunder. All results of these audits shall be kept confidential between the two parties and their agents. Counterparty shall assist Company with preparing necessary audit material and will allow Company to review any work papers prepared by independent auditors as allowed by professional standards. Audit findings will be considered to be final for the period audited.
22. REMEDIES
Each of the rights and remedies reserved to Company in these Terms shall be cumulative and additional to any other or further remedies provided in law or equity or in these Terms.
23. APPLICABLE LAW
The rights and obligations of the parties shall be governed by the laws of the Wisconsin. Notwithstanding the foregoing, the rights and obligations of the parties shall be governed by the laws of the state of Iowa to the extent that any Site on which Work is performed or to which goods are delivered pursuant hereto is located in Iowa.
24. ENTIRE AGREEMENT
These Terms and any documents referred to herein, constitute the entire agreement between the parties.
PO STANDARD TERMS AND CONDITIONS
ACCEPTANCE
Vendor warrants and represents that its commencement of work pursuant to this Purchase Order shall be deemed acceptance of the express terms and conditions herein and agrees to be bound solely by these terms and conditions. Any proposal for additional or different terms or any attempt by Vendor to vary in any degree any of the terms herein in Vendor's acceptance, invoices, bills of lading, proposals or other documents is hereby objected to and are rejected and shall not be deemed accepted by Company.
DELAY AND TERMINATION FOR CONVENIENCE OF COMPANY
Company reserves the right to delay or terminate this Purchase Order or any part hereof for its sole convenience. In the event of termination, Vendor shall immediately stop all work hereunder, and shall immediately cause any of its Vendors or subcontractors to cease such work. Vendor shall be paid a reasonable termination charge consisting of a percentage of the Purchase Order price reflecting the percentage of the work performed prior to the notice of termination, plus the actual and direct costs resulting from termination. Vendor shall not be paid for any work performed after receipt of notice of termination, or for any costs incurred by Vendor's vendors or subcontractors which Vendor could reasonably have avoided.
TERMINATION FOR CAUSE
Company may also terminate this Purchase Order or any part hereof for cause in the event of any default by the Vendor, or if the Vendor fails to comply with any of the terms and conditions of this Purchase Order. Causes allowing the Company to terminate this Purchase Order shall include, but are not limited to, late deliveries, deliveries of products that are defective or do not conform to the specifications set forth in this Purchase Order, and failure to provide Company, upon request, reasonable assurances of future performance. In the event of termination for cause, Company shall not be liable to Vendor for any amount, and Vendor shall be liable to Company for any and all damages sustained by reason of the default, giving rise to the termination.
SITE REQUIREMENTS
For work to be performed on Company property ("Site"), Vendor represents and warrants that:
a. Vendor is familiar with the Site and its environment, and shall inspect at all times Vendor's work to discover and promptly take all precautions and remedies necessary to protect and warn all employees, subcontractors, and third parties against existing conditions or conditions created during the progress of the work which may involve risk of bodily harm or property damage of all persons, including employees or property of both parties and third parties.
b. Vendor shall report all Vendor and subcontractor employees' injuries that occur during performance of the work for Company. Vendor shall report such injuries to an on Site Company representative in charge of the project as well as any contact person identified by Company in the Purchase Order.
c. In order to maintain a safe, healthy and efficient work environment, and to minimize absenteeism and tardiness, Company requires that the work Site be a Drug and Alcohol Free Environment. Prior to commencement of work on Company's Site, Vendor must have a Substance Abuse Program in place. Company shall review the program and if acceptable, approve the program prior to commencement of work.
d. Vendor will test its employees in accordance with its Substance Abuse Program. Vendor's employees will be subject to a drug and alcohol test based on their involvement in or cause of a reportable accident or incident which causes personal injury or property damage in accordance with applicable laws. Vendor's employees will be subject to a drug and alcohol test based on a reasonable and articulated belief that the employee is using or has recently abused alcohol or drugs. All testing shall be paid for in full by Vendor.
e. In the event Vendor or any of its agents causes any spills or releases of any Hazardous Material into the environment which require reporting to local, state and/or federal agencies or remediation under any local, state or federal law, Vendor shall be responsible for ensuring timely and adequate compliance with reporting or remediation requirements, and will immediately provide Company with the details, status, and compliance efforts associated with the spill or release and will coordinate all compliance activities with Company's designated environmental or safety specialist for the Site. For the purposes of this Purchase Order, "Hazardous Material" means any waste, chemical or other substance that is defined as "hazardous" or "toxic" or as a "pollutant" or a "contaminant" under any applicable Hazardous Material Law. "Hazardous Material" includes but is not limited to asbestos, polychlorinated biphenyls ("PCBs"), petroleum and petroleum products. "Hazardous Material Law" means all laws and regulations related to health, safety, or the protection of the environment including those relating to land use, air emissions, discharges into or pollution of waters, and Hazardous Materials.
COMPLIANCE WITH LAWS
For all work to be performed by Vendor regardless of location, Vendor represents and warrants that:
Vendor is in full compliance with all requirements of federal, state and local laws, standards, codes and regulations applicable to the work ("Laws"), including those Laws applicable to the protection of Company and Vendor's employees and members of the public. Said Laws include, but are not limited to: Safety Laws, Laws prohibiting discrimination against any employee or applicant for employment because of race, creed, color, sex, national origin, age or disability; unemployment insurance laws and federal Social Security Laws; Workers' Compensation Laws; and environmental Laws. Vendor further agrees to comply with the following:
1) All provisions of Executive Order 11246, as amended by Executive Order 11375 and all rules, regulations, and relevant orders of the Secretary of Labor related to equal employment opportunity as in effect on the date of this Purchase Order, including without limitation, the equal opportunity clause set forth at 41 C.F.R. 60-1.4(a);
2) All provisions of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 2012) and all rules, regulations, and relevant orders related to employment of Vietnam veterans as in effect on the date of this Purchase Order, including without limitation, the affirmative action clause set forth at 41
C.F.R. 60-250.4;
3) All provisions of the Rehabilitation Act of 1973, as amended, and all rules, regulations, and relevant orders related to employment of a Person with a Disability as in effect on the date of this Purchase Order, including without limitation, the equal opportunity clause set forth at 41 C.F.R. 60- 741.5(a); and
4) All provisions of Executive Order 13496 and 29 CFR Part 471, Appendix A to Subpart A, requiring the posting of the Employee Rights Under the National Labor Relations Act notice; and
5) All provisions of the United States Foreign Corrupt Practices Act.
PROPRIETARY INFORMATION
Vendor shall consider all information furnished by Company to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this Purchase Order, unless Vendor obtains written permission from Company to do so. This paragraph shall also apply to drawings, specifications, or other documents prepared by Vendor for Company in connection with this order. Vendor recognizes and acknowledges that certain information considered to be proprietary or confidential by Company, including but not limited to contractual information, trade secrets, computer codes, formulas, methods, inventions and devices that are or may be in the future developed, used by or in the possession of Company constitutes a valuable, special and unique asset of Company. Vendor shall not, without written permission of Company, disclose such proprietary or confidential information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. In the event of a breach or threatened breach by Vendor of the provisions of this Paragraph, Company shall be entitled to an injunction-restraining Vendor from so doing. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to Company for such breach or threatened breach.
PATENTS AND COPYRIGHTS
Vendor agrees, upon receipt of notification, to promptly assume full responsibility for defense of any suit or proceeding which may be brought against Company or its agents, customers, or other vendors for alleged patent or copyright infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark, or appearance of goods or services furnished hereunder. Vendor further agrees to indemnify Company, its officers, directors, employees, agents and customers against any and all expenses, losses, royalties, profits and damages including court costs and attorney's fees resulting from any such suit or proceeding, including any settlement.
WARRANTY
Vendor expressly warrants that all goods or services furnished under this Purchase Order shall conform to all specifications and appropriate standards, will be new, and will be free from defects in design, material, workmanship or fabrication for a period of two (2) years following delivery of such goods, or completion of such service, whichever shall last occur. Vendor warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods and that any goods will be adequately contained, packaged, marked and labeled. Vendor warrants that the goods shall be free from any defect in title and free from any charge, lien, security interest or other encumbrance. Vendor warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Vendor knows or has reason to know the particular purpose for which Company intends to use the goods or services, Vendor warrants that such goods or services will be fit for that particular purpose. Vendor warrants that goods or services furnished will conform in all respects to samples. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Vendor's obligation under this warranty, and such warranty shall survive inspection, test, acceptance and use. Vendor's warranty shall run to Company, its successors, assigns, customers and users of products sold by Company. Vendor agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly and without expense to Company, including without limitation, any and all expense related to the repair or replacement of the defects in any goods or services when notified of such nonconformity by Company; provided that Company elects to provide Vendor with the opportunity to do so. In the event Vendor fails to correct the defect or replace nonconforming goods or re-perform the services promptly, Company, after reasonable notice to Vendor, may make such corrections or replace such goods and services and charge Vendor for the cost incurred by Company in so doing.
PRICE WARRANTY
Vendor warrants that the prices shown on this Purchase Order shall be complete, and no additional charges of any type shall be added without Company's express written consent.
FORCE MAJEURE
Company may delay delivery or acceptance occasioned by causes beyond its control. Vendor shall hold such goods at the direction of the Company and shall deliver them when the cause affecting the delay has been removed. Company shall be responsible only for Vendor's direct additional cost in holding the goods or delaying performance of this Purchase Order at Company's request. Causes beyond Company's control shall include, but not be limited to, governmental action or failure of the government to act where such action is required, strike or other labor trouble, fire, flood, or unusually severe weather.
INSURANCE
In addition to the requirements set forth in each Purchase Order, Vendor shall provide and maintain insurance in connection with the goods or services that are the subject of this Purchase Order. Vendor shall furnish to Company certificates showing policies carried and the limits of coverage as follows:
a. Workers' Compensation Insurance for Vendor's employees to the extent of statutory limits and Occupational Disease and Employer's Liability Insurance for not less than $1,000,000.
b. Commercial General Liability Insurance as applicable to Vendor's obligations under this Purchase Order with limits not less than $3,000,000 per occurrence. Limits may be satisfied with a combination of primary and excess coverage.
c. Automobile Liability Insurance for all owned, non-owned and hired automobiles with limits not less than: $1,000,000 per occurrence.
Certificates of insurance shall be on file with Company prior to commencement of Work, and such coverage shall remain in effect for the duration of this Purchase Order. Contractor shall provide thirty (30) days written notice to Company prior to cancellation or non-renewal of any of the insurance policies required herein. Failure of Company to enforce the minimum insurance requirements listed above shall not relieve Contractor of responsibility for maintaining these coverages.
INDEPENDENT CONTRACTOR
Vendor agrees that it is an independent contractor and shall be at all times solely responsible for itself, as well as its employees, agents, and Subcontractors as to workmanship, accidents, injuries, wages, supervision and control. This Purchase Order may not be altered in any manner so as to change the relationship of Vendor from that of independent contractor or to alter the Vendor's responsibilities.
SUBCONTRACTING
Vendor shall obtain Company's written permission before subcontracting any portion of the services. If permission is given to subcontract services Vendor shall remain solely responsible for satisfactory completion of the services and shall incorporate the terms and conditions of this Purchase Order into the subcontracting agreement.
INDEMNIFICATION
Except to the extent caused solely by the negligent acts of Company or its employees, Vendor shall defend, indemnify and hold harmless Company, its agents and employees against all damages, claims or liabilities and expenses (including attorney's fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of Vendor, its agents, employees of subcontractors, including claims by employees of Vendor. This indemnification shall be in addition to the warranty obligations of Vendor, and shall remain in force after completion of the work covered by this Purchase Order. In no event shall Company be liable for indirect, special, incidental or consequential damages.
CHANGES
Company shall have the right, and Vendor agrees to accept any changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment may be made and this Purchase Order shall be modified by change order.
INSPECTION/TESTING
Payment for the goods or services delivered hereunder shall not constitute acceptance thereof. Company shall have the right to inspect such goods and to reject any or all of said goods which are in Company's judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantity as called for herein may be returned to Vendor at its expense and, in addition to Company's other rights. Company may charge Vendor all expenses of unpacking, examining, repacking and reshipping such goods. In the event Company receives goods whose defects or nonconformity is not apparent on examination, Company reserves the right to require replacement as well as payment of damages. Nothing contained in this Purchase Order shall relieve in any way the Vendor from the obligation of testing, inspection and quality control.
WAIVER
Company's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Company's waiver of any breach hereunder shall not waive any other terms, conditions, or privileges, whether of the same or similar type.
DELIVERY
Time is of the essence of this Purchase Order, and if delivery of items or rendering of services is not completed by the time promised, Company reserves the right without liability in addition to its other rights and remedies to terminate this Purchase Order by notice effective when received by Vendor as to items not yet shipped, or services not yet rendered, and to purchase substitute items or services elsewhere and charge Vendor with any loss incurred. The Company may specify the routing on this Purchase Order from point of origin to destination, whether or not prices are quoted f.o.b. destination or f.o.b. point of origin.
INVOICE INFORMATION TO BE INCLUDED WITH PURCHASE ORDER
Standard invoice requirements are: Vendor's legal names, federal tax identification number, remit to address, telephone number. Invoice must have a unique invoice number, invoice date and description of goods or services purchased. Total amount due on invoice must be broken down as follows: amount of goods and services purchased, freight amount if applicable, tax amount if applicable. Payments terms are 45 days from the date of invoice unless other discount terms have been negotiated.
REMEDIES
Each of the rights and remedies reserved to Company in this Purchase Order shall be cumulative and additional to any other or further remedies provided in law or equity or in this Purchase Order.
APPLICABLE LAW
The rights and obligations of the parties shall be governed by the laws of the State where the goods are being delivered to, or for on Site activities (or activities benefiting a Site), the State where the Site is located.
ENTIRE AGREEMENT
This Purchase Order and any documents referred to herein, constitute the entire agreement between the parties.