PUGET SOUND PIPE AND SUPPLY-TERMS AND CONDITIONS
PURCHASE ORDER TERMS AND CONDITIONS
Important – Read Carefully
· NO INVOICES WILL BE PAID UNLESS REQUIRED DOCUMENTATION AND BILL OF LADING OR PROOF OF DELIVERY ACCOMPANIES INVOICE AND SHIPMENT.
· PLEASE INVOICE IN TRIPLICATE
· FREIGHT CHARGES PAID UPON SUBMITTAL OF PAID FREIGHT BILL ONLY.
1. TIME IS OF THE ESSENCE. Time is of the essence and delivery shall be strictly in accordance with terms specified in this Purchase Order. If delivery or other performance is not made by the date required, Puget Sound Pipe & Supply CO. may, in addition to its other rights, require expedited shipment at Vendor’s Expense.
2. DELIVERY AND RISK OF LOSS. Notwithstanding any agreement to pay freight, express or other transportation charges, delivery is not complete until the goods or materials have been actually received and accepted, and the risk of loss or damage in transit shall be upon the vendor.
3. PRICE. Vendor’s price shall not be higher than specifies herein. No charges shall be allowed for packing, containers, cartage, or otherwise, unless specified on the face of this Purchase Order. Cash discounts, if any, shall be computed as commencing with receipt of the invoice or materials, whichever is later. Invoices dated the twenty-fifth or later are considered to be dated as the first of the following month.
4. WARRANTY. Vendor warrants all materials, goods, or services delivered or furnished under this Purchase Order to be free from defect of material or workmanship and to conform strictly to the specifications, drawings or samples specified or furnished, and where design is Vendor’s responsibility, will be free from defects in design. These warranties are intended to cover and to be for the benefit of Puget Sound Pipe & Supply CO., its agents, employees and customers as well as any other user of the goods, materials or services. These warranties shall survive any inspection, delivery, acceptance or payment by Puget Sound Pipe & Supply CO. Vendor to indemnify and save Puget Sound Pipe & Supply CO., its agents, customers and product users harmless from and against any and all liability, loss or damage, including reasonable attorney’s fees arising out of or in connection with the failure of the goods, materials or services to conform to such warranties. This indemnity shall be in addition to any other remedies afforded by law.
5. PATENT AND OTHER RIGHTS. Vendor warrants all goods or materials delivered or furnished under this Purchase Order to be free from the claim of any third person by way of alleged infringement, misappropriation of trade secrets or the like. Vendor agrees to indemnify and save Puget Sound Pipe & Supply Co., its employees and agents harmless from and against and all suits, claims, demands, actions, costs, expenses, attorney’s fees, damages and liability of every kind arising out of or in connection with any infringement, trademark, copyright or misappropriation claim, whether actual, or alleged. All royalties or amounts required to be paid by Vendor to whomever due shall be deemed included in the purchase price specified price specified herein.
6. INSPECTION AND TESTS. All goods or materials furnished under this Purchase Order shall be subject to inspection and test by representatives of Puget Sound Pipe & Supply CO., and by representatives of any of its customers.
7. COMPLIANCE WITH LAWS. In the performance of this contract, Vendor shall comply with the Provisions of the Fair Labor Standards Act (FLSA) of 1938, as amended, the Equal Opportunity provisions of the current Presidential Executive Order, and all other applicable federal, state and local laws, regulations, rules and ordinances. Vendor agrees, upon request to furnish Puget Sound Pipe & Supply CO. with a certificate regarding FLSA compliance in such form as Puget Sound Pipe & Supply CO. may from time to time require.
8. BANKRUPTCY. In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against the Vendor, including any proceeding under Federal Bankruptcy Laws, or in the event of the appointment, with or without Vendor’s consent. Of an assignee for the benefit of creditors or receiver, then Puget Sound Pipe & Supply CO. shall be entitled to cancel any unfilled part of this Purchase Order without any liability whatsoever.
9. MODIFICATION. This Purchase Order contains the entire agreement of the parties. It may not be modified or terminated orally, and no claimed modification, rescission or waiver shall be binding on Puget Sound Pipe & Supply Co. unless in writing signed by a duly authorized representative. No modification or waiver shall be deemed or effected by Vendor’s acknowledgement or confirmation containing additional or different terms. By shipping any of the above material, or acknowledging this order by performing the above work you agree to be bound thereby. Any different or additional terms in your acceptance of this order are hereby objected to.
10. WAIVER. No waiver of any required performance under this Purchase Order by Puget Sound Pipe & Supply Co. shall be deemed a waiver of any subsequent required performance.
11. SEVERABILITY. If any provision hereof shall be found to be inoperative or in violation of any law or regulation, only that provision shall be stricken from the Purchase Order and the remainder of this Purchase Order shall be affected.
12. GOVERNING LAW. This Purchase Order shall be governed by the laws of the State of Washington.
TERMS AND CONDITIONS OF SALES
QUOTATIONS VALID FOR 30 DAYS
Controlling Provisions: These terms and conditions shall replace all terms and conditions of Buyer’s order of any proposal or quotation to Buyer not agreed to by Buyer and Puget Sound Pipe & Supply CO. prior to the date of this invoice. In the absence of a written acceptance by Buyer, an acceptance of any goods covered by Buyer’s order shall constitute an acceptance of these terms and conditions. No waiver, alteration or modification of these provisions shall be valid unless made in writing and signed by an officer or other authorized representative of Puget Sound Pipe & Supply CO. All sales are subject to, and Puget Sound Pipe & Supply CO. shall not be liable for, loss or damage due to delay or inability to ship, caused by acts of God, war, labor difficulties, accident, delays of carriers, subcontractors or suppliers, inability to obtain materials or other causes beyond the reasonable control of Puget Sound Pipe & Supply CO.
Warranty: THE ONLY WARRANTIES APPLYING TO ITEMS SOLD BY PUGET SOUND PIPE & SUPPLY CO. ARE THOSE WHICH MAY BE OFFERED BY THE MANUFACTURER PUGET SOUND PIPE & SUPPLY CO. HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Seller’s Liability: PUGET SOUND PIPE & SUPPLY CO.’S OBLIGATION IS LIMITED EXCLUSIVELY TO THE RETURN OR REPLACEMENT; AT THEIR OPTION, OF ANY MATERIAL FOUND TO BE DEFECTIVE. PUGET SOUND PIPE & SUPPLY CO. WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, COST OR REPAIRS, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.
Taxes: The amount of any sales or other taxes shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Puget Sound Pipe & Supply CO. with an exemption certificate acceptable to the applicable taxing authorities.