Precedence Among Purchase Order Documents: In the event of a conflict between or among the terms of the purchase order documents, the purchase order document with the highest relative precedence shall prevail. The order of precedence shall be in the following order: (a) Purchase Order Attachment A: Special Conditions, (b) Purchase Order Standard Terms and Conditions, (c) and all other attachments by Locke General Contractors, LLC (“Contractor”) in ascending alphabetical order. Attachments by the Suppliers (“Suppliers”) are NOT enforceable under this Purchase Order.
1. TIME IS OF THE ESSENCE: It is expressly agreed that time is of the essence and the Supplier agrees to deliver the material within the time and in the manner specified or within the time of such extensions as may be granted and Supplier shall be liable for any damages suffered by the Contractor due to failure of the Supplier to deliver the work within the time specified herein, including but not restricted to that portion of liquidated and/or special damages asserted against the Contractor by the Owner for such delay period as the Contractor finds is attributable to the Supplier’s late performance.
2. PAYMENT: The Contractor will pay undisputed amounts net 30 days, unless otherwise stated in the Purchase Order Attachment A: Special Terms and Conditions or Purchase Order Attachment B: Administrative and Technical Provisions, after the later of (1) the Contractors receipt of a fully executed purchase order, (2) receipt of a valid invoice, or (3) Contractor’s acceptance of the goods or services. The Supplier will not invoice Contractor until the goods have been delivered or services rendered
3. DELIVERY & ACCEPTANCE: All shipping, completion and delivery dates are firm. Shipment of goods will be FOB jobsite unless otherwise specified. The Supplier must suitably pack or otherwise prepare for shipment all goods to prevent damage in transit. The Supplier will ensure that all packaging and labeling complies with the laws of the destination jurisdiction. The Supplier must comply with all carrier requirements. Goods must be classified to secure the lowest possible shipment, insurance, and duty rates. Contractor may test or inspect all goods or services delivered, but Contractor’s inspection, testing or payment (or lack of inspection, testing or payment) is not an acceptance of goods or services or a waiver of any right or warranty and does not preclude Contractor from rejecting defective goods or services.
4. EQUAL SUBSTITUTIONS: The Supplier shall be responsible for furnishing sufficient information to allow the Engineer and/or Designer to determine that the item proposed is equivalent or equal to that specified. The Supplier shall certify that evaluation of the proposed substitute shall not prejudice achievement of completion dates or cause delay in Contractor’s construction schedule. Any additional cost associated with a substitution (i.e., surety, Engineer’s review fees, modifications, etc.) shall be borne by the Supplier.
5. INDEMNIFICATION: To the greatest extent of the law, the Supplier agrees to protect, indemnify, defend, and hold harmless Contractor, the Owner and/or Principal, and their respective agents, servants, officers, directors, and employees from and against any and all costs (including but not limited to attorneys’ fees), losses, liabilities and claims (including claims contractually assumed by Contractor), or causes of action due to (a) the Supplier’s failure to comply with the provisions of this purchase order or (b) injury (including death) to persons, including but not limited to employees of Contractor, the Owner and/or Principal or the Supplier or (c) damages to property, including but not limited to property of Contractor or Owner and/or Principal, arising directly or indirectly out of or in any way connected with the goods and services provided for in this purchase order.
6. TERM & CANCELLATION: Contractor may at any time terminate for convenience further performance of all or part of this Purchase Order by giving written notice to the Supplier. If the Supplier, for any reason fails to ship or deliver goods or perform services within the times specified in this Purchase Order, Contractor may, without liability (except for goods or services previously delivered and accepted), terminate this Purchase Order in whole or in part, by written notice to the Supplier, and the Supplier will be liable to Contractor for damages that Contractor incurs due to non-performance, including the excess cost for substitute goods or services.
7. WARRANTIES: A) The Supplier warrants and covenants that all goods and services delivered: (1) do and will conform with this Purchase Order and all project specifications; (2) are and will be free from defects in materials, workmanship and design for a minimum of one year or longer if required by the project specifications; (3) are and will be free from liens, restrictions, reservations, security interests or encumbrances; (4) are and will be suitable for, and perform in accordance with, the particular purposes for which they were purchased by Contractor and for which they were designed, manufactured or constructed. B) The Supplier will, at Contractor’s request and without additional expense to Contractor, promptly correct defects or replace non-conforming goods or services, in Contractor’s sole discretion. If the Supplier does not promptly correct defects or replace non-conforming goods or services when so requested, Contractor, after written notice to the Supplier, may make corrections or replace goods and services and charge the Supplier for the cost incurred.
8. COMPLIANCE WITH LAWS: The Supplier shall comply with all applicable federal, state and local laws and any rules, regulations and orders issued under such laws, including but not limited to, labor and employment laws, anti-kickback acts, worker’s compensation requirements, and hazardous communication laws.
9. ARBITRATION: Any claim or controversy relating to this Purchase Order or the services provided hereunder will be resolved by binding arbitration in Birmingham, AL Jefferson County.
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