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Business | Terms and Conditions - Other Goods / Services
Standard Terms and Conditions For Goods and Services Other Than Data Processing
Invitation to Bid, Request for Quotation, Purchase & Field Order Contracts
THE PURCHASE ORDER CONTRACT INCLUDES THE FOLLOWING TERMS AND CONDITIONS AND INCLUDES, BUT IS NOT
LIMITED TO THE INVITATION TO BID, REQUEST FOR QUOTATIONS, SPECIFICATIONS, PLANS AND PUBLISHED
RULES AND REGULATIONS OF THE DEPARTMENT OF GENERAL ADMINISTRATION STATE PURCHASING DIVISION AND
THE LAWS OF THE STATE OF WASHINGTON, WHICH ARE HEREBY INCORPORATED BY REFERENCE.
(1) CHANGES No alteration in any of the terms, conditions, delivery, price, quality,
quantities, or specifications of the order will be effective without written consent of the
Buyer.
(2) HANDLING No charges will be allowed for handling which includes, but is not limited to,
packing, wrapping, bags, containers or reels, unless otherwise stated herein.
(3) DELIVERY For any exception to the delivery date as specified on the order, Vendor shall
give prior notification and obtain written approval thereto from the Buyer. With respect to
delivery under this order, time is of the essence and the order is subject to termination for
failure to deliver as specified.
The acceptance by the Purchaser of late performance with or without objection or
reservation shall not waive the right to claim damage for such breach nor constitute a waiver of
the requirements for the timely performance of any obligation remaining to be performed by
Vendor.
(4) PAYMENTS, CASH DISCOUNT, LATE PAYMENT CHARGES Invoices will not be processed fro payment
nor will the period of computation for cash discount commence until receipt of a properly
completed invoice or invoiced items are received, whichever is later. If an adjustment in
payment is necessary due to damage or dispute, the cash discount period shall commence on the
date final approval for payment is authorized. Under Chapter 68, Laws of 1981, if purchaser
fails to make timely payment, vendor may invoice for a minimum of one dollar on one percent per
month on the amount overdue. Payment shall not be considered late if a check or warrant is
available or mailed within the time specified, or if no terms are specified, within thirty days.
Normally, payments to vendors will be remitted by mail. The Purchaser shall not honor drafts,
nor accept goods on a sight draft basis.
(5) SHIPPING INSTRUCTIONS Unless otherwise specified, all goods are to be shipped prepaid,
FOB Destination. Where shipping addresses indicate room numbers, it will be up to the Vendor to
make delivery to that location at no additional charge. Where specific authorization is granted
to ship goods FOB shipping point, Vendor agrees to prepay all shipping charges, route as
instructed or if instructions are not provided, route by cheapest common carrier, and to bill the
Purchaser as a separate item on the invoice for said charges. Each invoice for shipping charges
shall contain the original or a copy of the bill indication that the payment for shipping has
been made. It is also agreed that the Purchaser reserves the right to refuse COD shipments.
(6) REJECTION All goods or materials purchased herein are subject to approval by the
Purchaser. Any rejection of goods or material resulting because of nonconformity to the terms
and specifications of this order, whether held by the Purchaser or returned, will be at Vendor's
risk and expense.
(7) IDENTIFICATION All invoices, packing lists, packages, shipping notices, instruction
manuals, and other written documents affecting this order shall contain the applicable purchase
order number. Packing lists shall be enclosed in each and every box or package pursuant to this
order, indication the contents therein.
(8) INFRINGEMENTS Vendor agrees to protect and save harmless the Purchaser against all
claims, suite or proceedings for patent, trademark, copyright, or franchise infringement arising
from the purchase, installation, or use of goods and materials ordered, and to assume all
expenses and damages arising from such claims, suits or proceedings.
(9) NONWAIVER BY ACCEPTANCE OF VARIATION No provision of this order, or the right to receive
seasonable performance of any act called for by the terms shall be deemed waived by a waiver by
the Purchaser of a breach thereof as to any particular transaction or occurrence.
(10) WARRANTIES Vendor warrants that articles supplied under this order conform to
specifications herein and are fit for the purpose for which such goods are ordinarily employed,
except that if a particular purpose is stated, the material must then be fit for that particular
purpose.
(11) ASSIGNMENTS The provisions or monies due under this contract shall only be assignable
with prior written consent of the Buyer.
(12) TAXES Unless otherwise indicated, the Purchaser agrees to pay all State of Washington
sales or use tax. No charge by Vendor shall be made for federal excise taxes, and the Purchaser
agrees to furnish Vendor, upon acceptance of articles supplied under this order, with an
exemption certificate.
(13) LIENS, CLAIMS AND ENCUMBRANCES Vendor warrants and represents that all the goods and
materials ordered herein are free and clear of all liens, claims or encumbrances of any kind.
(14) RISK OF LOSS Regardless of FOB point, Vendor agrees to bear all risks of loss, injury or
destruction of goods and materials ordered herein which occur prior to delivery. Such loss,
injury or destruction shall not release Vendor from any obligation hereunder.
(15) SAVE HARMLESS Vendor shall protect, indemnify, and save the Purchaser harmless from and
against any damage, cost or liability for any injuries to persons or property arising from acts
or omissions of Vendor, his employees, agents, or subcontractors, howsoever caused.
(16) PRICES If price is not stated on this order, it is agreed that the goods shall be billed
at the price last quoted or paid, or the prevailing market price, whichever is lower.
(17) TERMINATION In the event of a breach by Vendor of any of the provisions of this
contract, the Purchaser reserves the right to cancel and terminate this contract forthwith upon
giving oral or written notice to Vendor. Vendor shall be liable for damages suffered by the
Purchaser resulting from Vendor's breach of contract.
(18) OFF-SHORE ITEMS In accordance with Chapter 39.25 RCW, upon completion of this order,
Vendor shall furnish a certified statement setting forth the nature and source of off-shore items
in excess of $2,500 which have been utilized in the performance of this contract.
(19) NONDISCRIMINATION AND AFFIRMATIVE ACTION The Vendor agrees not to discriminate against
any client, employee or applicant for employment or services because of race, creed, color,
national origin, sex, marital status, age or the presence of any sensory, mental or physical
handicap with regard to, but not limited to, the following: employment, upgrading, demotion or
transfer, recruitment or recruitment advertising, lay-offs or termination, rates of pay or other
forms of compensation, selection for training, rendition of services. It is further understood
that any Vendor who is in violation of this clause or an applicable Affirmative Action Program
shall be barred forthwith from receiving awards of any purchase order from the State unless a
satisfactory showing is made that discriminatory practices or noncompliance with applicable
Affirmative Action Programs have terminated and that a recurrence of such acts is unlikely.
Acceptance of this contract also binds the contractor to the terms and conditions of Section 503
of the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Assistance Act of
1972.
(20) ANTI-TRUST Vendor and the Purchaser recognize that in actual economic practice
overcharges resulting from anti-trust violations are in fact borne by the Purchaser. Therefore,
Vendor hereby assigns to the Purchaser any and all claims for such overcharges.
(21) DEFAULT The Vendor covenants and agrees that in the event suit is instituted by the
Purchaser for any default on the part of the Vendor, and the Vendor is adjudged by a court of
competent jurisdiction to be in default, he shall pay to the Purchaser all costs, expenses
expended or incurred by the Purchaser in connection therewith and reasonable attorney's fees.
The Vendor agrees that the Superior Court of the State of Washington shall have jurisdiction over
any such suit, and that venue shall be in Thurston County.
(22) BRANDS When a special brand is named it shall be construed solely for the purpose of
indicating the standard of quality, performance, or use desired. Brands of equal quality,
performance and use shall be considered, provided Vendor specifies the brand and model and
submits descriptive literature, when available. Any bid containing a brand which is not of equal
quality, performance, or use specified must be represented as an alternate and not as an equal,
and failure to do so shall be sufficient reason to disregard the bid.
(23) ACCEPTANCE: THE ORDER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS AND CONDITIONS STATED
HEREIN, ALL ADDITIONAL OR DIFFERENT TERMS PROPOSED BY VENDOR ARE OBJECTED TO AND HEREBY REJECTED,
UNLESS OTHERWISE PROVIDED IN WRITING BY THE PURCHASING MANAGER.