Procurement Terms and Conditions

Valley Regional Transit

Standard Purchase Order Terms and Conditions

SELLER AND BUYER AGREE

I      SHIPMENT AND DELIVERY

a.        PACKAGING OF GOODS.  Seller at their cost will package goods in accordance with good commercial practice, to secure the lowest appropriate transportation cost, consistent with requirement of the common carrier and with the applicable specifications.  Each shipping container will be marked as follows: (1) Seller’s name and address; (2) Agency name and address; and (3) Purchase Order number.  Valley Regional Transit’s count or weight will be conclusive on shipments not accompanied by packing lists.

b.        TITLE AND RISK OF LOSS.  Title and risk of loss of the goods will not pass to Valley Regional Transit until Valley Regional Transit actually receives and takes possession of the goods at the place of delivery, verified by signed delivery receipt.  Valley Regional Transit will have the right to inspect and reject goods at delivery if specifications are not met.

c.        TRANSPORTATION CHARGES.  F.O.B. Destination, Freight Prepaid and Allowed unless delivery terms are specified otherwise in bid.  If the quoted delivery terms do not include transportation costs, Valley Regional Transit will reimburse Seller for costs in the amount specified in Seller’s bid, or actual costs, whichever is lower.

d.        PLACE OF DELIVER.  The place of deliver will be that set forth on the purchase order under “Ship To”.  Any change thereto will be effected by modification as provided for in Clause Ve., “Modifications,” hereof.

e.        RIGHT OF INSPECTION.  Valley Regional Transit will have the right to inspect and reject the goods at delivery without liability to Seller.

II    PAYMENT

a.        INVOICES AND PAYMENT.  Seller will submit separate invoices, on each purchase order after each delivery, which will include: (1) the purchase order number; (2) itemized prices and transportation charges, if any, and a copy of the bill of lading and the freight waybill when applicable.  Payment will not be due until the above instruments are received by Valley Regional Transit.  Payment will be made within 45 days of receipt.  Suppliers will advise Valley Regional Transit of any changes in remittance address.

b.        TAXES.  Valley Regional Transit is exempt from most Federal Excise, State or Valley Regional Transit sales taxes.  Valley Regional Transit will furnish tax-exemption certificates, if requested.

c.        PRICE INCREASE.  If prices billed are higher than specified in the purchase order the new prices must be approved by Valley Regional Transit prior to shipment.

III  WARRANTIES

a.        WARRANTY & INDEMNITY.  Goods and services to be provided hereunder are to be warranted of merchantable quality, free of defects of material, design, or workmanship, and suitable for ordinary use.  Seller agrees to defend, protect and save and hold harmless Valley Regional Transit and its employees against all suits in law or in equity, and from all damages, claims, demands and judgements for alleged or actual breach of warranty, negligence, insufficiency or illegality of design, manufacture, fabrication, assembly, processing, labeling or infringement of patents or copyrights, arising from the purchase, resale or use of the articles to be supplied hereunder.

b.        LAWS.  Seller certifies that all goods on this order are in compliance with all Federal, State, and City laws.

c.        WARRANTY OF TITLE.  Seller warrants that the title to all material, supplies and equipment furnished under the contract are free of liens and encumbrances.

IV   DEFAULT, TERMINATION

a.        TERMINATION.  The performance of work under this order may be terminated in whole or in part by Valley Regional Transit by a written “Notice of Termination” specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective.  Valley Regional Transit will not be liable to Seller for any work done or materials purchased after such termination or for lost profits or other damages.  Such right of termination is in addition to and not in lieu of rights of Valley Regional Transit otherwise set forth in this contract.  Seller’s failure to effect delivery by date specified will entitle Valley Regional Transit to cancel this order on 24 hours notice, at Valley Regional Transit’s option.

b.        FORCE MAJEURE.  If either party hereto is delayed in carrying out its obligations under this contract because of acts of God, war or riot or labor stoppages, the party will give notice and full particulars of such delay supported by sufficient evidence, in writing, to the other party within a reasonable time after occurrence of the delay and the time for performance by the party will be extended by the number of days of the delay, except as hereinafter provided.

c.        RIGHT TO ASSURANCE.  Whenever Valley Regional Transit has reason to question the Seller’s intent to perform, Valley Regional Transit may demand that the Seller give written assurance of this intent to perform.  In the event that a demand is made, and no assurance is given within five (5) days, Valley Regional Transit may treat this failure as an anticipatory repudiation of the Contract.

V   GENERAL PROVISIONS

a.        ASSIGNMENT.  No right, interest or obligation in or under this contract will be assigned or transferred by Seller without the written consent of Valley Regional Transit.  Any attempted assignment or transfer by Seller without such consent will be ineffective.

b.        CONTRACTS.  If a contract exists between the seller and Valley Regional Transit for this purchase the contract terms will take precedence.

c.        ADDENDA.   All addenda will be in writing and any addenda attached to this contract are incorporated into and are a part of this contract when applicable.

d.        WAIVER.  No waiver of a claim or right arising out of a breach of this contract will be effective unless it is supported by consideration as in writing signed by the aggrieved party.

e.        MODIFICATIONS.  This contract can be modified only by written agreement signed by both parties.

f.         SUBSTITUTES.  Seller will not, at any time, substitute replacement goods for any materials ordered or otherwise deviate in any manner from the specifications contained in the order.

g.        FEDERAL REGULATIONS.  Purchases by Valley Regional Transit that are funded with federal funds maybe subject to additional regulations and requirements which are specified in attached “Federal Requirements” which are incorporated and are a part of this contract.

h.       PROBLEM RESOLUTION.  Valley Regional Transit has a procedure for resolution of all disputes or problems related to purchases that provides certain rights to the Seller and to Valley Regional Transit.  Valley Regional Transit will assist any Seller in understanding their rights (208-846-8547).