Purchase Order Standard Terms and Conditions

These terms and conditions ("Terms") by and between Douglas County, Georgia (the “County”) and the supplier (“Supplier”) named on the purchase order attached to these Terms ("Purchase Order") are the only terms governing the purchase of the goods and services by the County from Supplier as stated in the Purchase Order or otherwise authorized by the County (each an "Item" or collectively, the “Items”). These Terms and the corresponding Purchase Order (collectively, the "Agreement") comprise the entire agreement between the parties relating to the Items described in the Purchase Order, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

These Terms prevail over any of Supplier's general terms and conditions of sale regardless of whether or when Supplier has submitted its sales confirmation or such terms, and such other terms of Supplier do not apply to the Purchase Order. The Supplier shall be bound by and shall have accepted the Purchase Order and these Terms upon acceptance of the Purchase Order or upon performance of the Purchase Order.
Supplier shall transfer and deliver all Items for the consideration set forth in the Purchase Order. Supplier shall issue invoices to the County for the fees that are then payable. Unless specified in the Purchase Order, the fees stated includes all charges for labor, technical and professional services, materials, overhead, profit, packaging and preparation for shipment, insurance, transportation and all federal, state and locate fees, tariffs, levies, customs, taxes and charges of a similar nature. Payment to Supplier of such fees shall constitute payment in full for the Items, and the County shall not be responsible for paying any other fees, costs or expenses. No increase in the price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of the County. If the Purchase Order states that Supplier’s expenses will be reimbursed, such expenses shall be reimbursed in accordance with the County’s policies and subject to the County’s prior approval.
Delivery shall be made to the address listed on the Purchase Order (the “Place of Delivery”) and within the time specified. Supplier shall be responsible to make all arrangements for the loading and transportation (including insurance, any contract of carriage and, if applicable, exportation, importation and customs requirements, customs duties, levies and taxes, health, safety and environmental requirements (including compliance with (international) trade sanctions requirements) of all Items to the Place of Delivery. The price for the Items shall include all such loading and transportation costs and expenses or the County shall pay such costs directly, as the parties shall agree in the applicable Purchase Order or otherwise.
Title to, and risk of loss of, the Items covered by the Purchase Order shall remain the Supplier’s until the Items have been delivered to the Place of Delivery and actually received by the County. Any damage to the Items, or loss of any kind, occasioned in transit shall be borne by the supplier.
Supplier warrants that the Items will comply with the plans, specifications, drawings, and descriptions furnished or specified by the County; and that the Items will be of good material and workmanship and free from defects. In addition, Supplier shall: (a) obtain, and at all times during the term of the Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Items; (b) comply with all applicable laws, rules, regulations and policies of the County made known to Supplier; and (c) ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Supplier, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to provide the Items. Supplier is responsible for the acts or omissions of all of its personnel in performing the Purchase Order. These warranties shall survive acceptance of any Item.
The County shall, upon receipt of the Items, have the right to inspect the Items for the time period specified in the Purchase Order (or fourteen (14) days, if no time period is specified) (the “Acceptance Period”) to confirm or deny that the Items, have been provided in conformance with the applicable Purchase Order (“Acceptance”). In the event that the County rejects the Items, the County shall provide Supplier with an explanation of the nonconformance, and the parties will address the non-conformance in accordance with Section 7 below.
Timely delivery and performance of all Items under the Purchase Order is of the essence. The County has the right to reject any early or late delivery of the Items. The County will not be required to accept or pay for defective or damaged Items, overruns or underruns. In the event of any delay, the County will have the right to require Supplier to expedite the shipment of the Items by means selected by the County or to obtain replacement goods or services from alternative suppliers. Supplier will be solely responsible for the cost of the expedited shipment of the Items and any costs or damages incurred by the County in connection with the delayed Items, including the difference between the cost of replacement goods or services from alternative suppliers and the costs of the delayed Items and for any other cost or damages incurred by the County in connection with the delay. Such remedies will not be the County’s exclusive remedies but will be in addition to any other remedies stated in this Purchase Order or available under applicable law. In the event Items provided by Supplier do not meet the requirements of the Purchase Order or are not satisfactory to the County, at the County’s option, Supplier shall, after receiving notice from the County of such non-conforming Items, either (a) reproduce or correct the non-conforming Items at Supplier’s own cost within thirty (30) days of such notice or, if correction of the Items within that period of time is impossible, then within the same amount of time initially provided for performance in the Purchase Order; or (b) reimburse the County any amounts paid for such Items and compensate the County for the cost of the County Materials used in the provision of the Items, if applicable. “County Materials” mean any documents, data, information, descriptions, suggestions, know-how, methodologies, software and other materials provided to Supplier by the County.
The County may unilaterally and at any time or from time-to-time order additions, deletions, or revisions in the Items. These changes will be authorized by a Change Order. Additional services performed by the Supplier without authorization of a written Change Order will not entitle the Supplier to an increase in the Purchase Order price or an extension of the Purchase Order time.
[IF APPLICABLE] [The County and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to the County Materials, including all Intellectual Property Rights therein. Supplier shall have no right or license to use any the County Materials except solely during the term of the Agreement to the extent necessary to provide the Items to the County. All other rights in and to the County Materials are expressly reserved by the County. Supplier hereby assigns and transfers to the County all right title and interest in and to the Items provided hereunder, and all Intellectual Property Rights appurtenant thereto. At the County’s request, Supplier shall execute such documents and assignments as required by the County to vest title to the Items and Intellectual Property Rights with the County. “Intellectual Property Rights” shall mean all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs) and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.]
Supplier agrees to abide by all state and federal laws, rules and regulations, and County policies respecting confidentiality of records and shall not divulge information concerning individual records to any unauthorized person.
Supplier represents and warrants to the County that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the full right, power and authority to enter into the Agreement; (c) Supplier shall provide the Items using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; (d) Supplier and all Supplier personnel are in compliance, and will comply, with all applicable laws with respect to the Items provided under the Agreement; (e) none of the Items and the County’s use thereof infringe or will infringe any Intellectual Property Right of any third party; and (f) the Items will be in conformity in all material respects with all requirements or specifications stated in this Agreement.
No claim or right arising out of a breach of this agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.
No right or interest in the Agreement shall be assigned by Supplier without the written permission of the County, and no delegation of any obligation owed or of the performance of any obligation by Supplier shall be made without the written permission of the County. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this Section.
This Agreement shall be governed in all respects by the laws of the State of Georgia. The parties hereby submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Georgia. In addition to any other rights and remedies available to the County, the County may avail itself of equitable rights and remedies to enforce its rights under this Agreement.
During the term of the Agreement and for a period of two years thereafter, Supplier shall, at its own expense, maintain and carry insurance that is sufficient for the Items being provide under this Agreement.
The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and sent to the addresses listed on the Purchase Order.
Items on this order are exempt from Federal Excise Tax and Georgia Sales and Use Tax.
All Items supplied pursuant to this Agreement shall, unless otherwise stated, conform exactly to all descriptions, specifications, and attachments contained in [the Purchase Order] [a formal solicitation upon which the Purchase Order is based]; and the terms and conditions and specifications of the [Purchase Order] [solicitation] are incorporated herein by reference and made a part hereof.
Supplier, to the maximum extent permitted by law, shall indemnify, defend (by counsel reasonably acceptable to County), protect and hold the County, and its officers, employees and agents, harmless from and against any and all, claims, actions, causes of action, liabilities, penalties, forfeitures, damages, losses, and expenses whatsoever (including, without limitation, attorneys’ fees, costs, and expenses incurred during negotiation, through litigation and all appeals therefrom) including, without limitation those pertaining to the death of or injury to any person, or damage to any property, arising out of or resulting from (i) the failure of Supplier to comply with applicable laws, rules or regulations, (ii) the breach by Supplier of its obligations under this Agreement or any other agreement with the County, (iii) any claim of infringement of a third party’s intellectual property or proprietary rights arising out of the County’s use of any Item, or (iv) the negligent acts, errors or omissions, or intentional or willful misconduct, of Supplier or its subcontractors, agents, or employees; provided, however, that Supplier shall not be obligated to defend or indemnify the County with respect any such claims or damages arising out of the County’s sole negligence. The obligations imposed by this Section shall survive the expiration or earlier termination of the Agreement.
If applicable, any and all cuts, negatives, positives, artwork, plates, engravings, and other materials owned by the County or paid for in any County printing order shall become and remain County property and shall be delivered to the County upon request.
Notwithstanding anything herein to the contrary, in the event a written contract signed by Supplier and the County covering the sale and provision of the Items set forth in the Purchase Order is or comes into existence, the terms and conditions of such contract shall govern in the event of any conflict with these Terms.
The County may terminate a Purchase Order, in whole or in part, at any time prior to shipment by providing written notice to the Supplier. Either party may terminate a Purchase Order upon written notice if the other party (the “Defaulting Party”): (a) materially breaches its obligations under this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach; or (b) the Defaulting Party becomes insolvent or subject to bankruptcy. Upon expiration or termination of this Agreement for any reason: (w) Supplier shall at the County’s request provide reasonable cooperation and assistance to the County in transitioning the Items to an alternate provider; (x) unless termination is due to Supplier’s breach, the County shall pay Supplier all fees and expenses due and payable hereunder through the effective date of termination; (y) Supplier shall promptly refund any prepaid but unused fees and expenses paid in advance for any Items which have not been provided; and (z) Supplier shall promptly return the County’s confidential information and destroy any copies thereof and deliver all Items (and intellectual property appurtenant thereto) and works in process existing through the effective date of termination. The rights and obligations of the parties set forth in this Section 24 and [Section 9], Section 10, Section 11, Section 14, Section 15, and Section 21, and any right or obligation of the parties in the Agreement which, by its nature, should survive termination or expiration, will survive any such termination or expiration of the Agreement.
[IF APPLICABLE] [The Purchase Order is issued and will be filled in accordance with the provisions of the Douglas County Procurement and Policy Manuel, and the terms, conditions, and specifications of the applicable Request for Quote.]
Supplier certifies that the Supplier and/or any of its subcontractors have not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation (FAR) 48 C.F.R. Ch. 1 Subpart 9.4.
Prices stated are F.O.B. destination.
In the event there is a discrepancy between the unit price and extended price, the unit price shall govern.
During the performance of the work specified in the Purchase Order, the Supplier assures the County that said Supplier is in compliance with Title VII of the 1964 Civil Rights Act, as amended, in that the Supplier does not on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any manner against said Supplier’s employees or applicants for employment. The Supplier understands and agrees that the Purchase Order is conditioned upon the veracity of the Statement of Assurance. Furthermore, the Supplier assures the County that said Supplier will comply with Title IV of the Civil Rights Act of 1964 when Federal grant(s) is/are involved. Other applicable Federal and State Laws, Executive Orders and regulations prohibiting discrimination, as hereinabove referenced, are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within its protective range of applicability.
Supplier shall submit an invoice to the County at the prices stated on the Purchase Order. An original invoice shall be submitted to [the County’s Finance Department or as otherwise stated in the Purchase Order]. The Supplier shall include the Purchase Order number on all invoices. By submitting an invoice, Supplier’s Project Manager or any authorized officer is attesting to the correctness and accuracy of all charges. Invoices will be processed for payment when approved by the appropriate Department or designee. The County’s payment of an invoice shall not constitute evidence of the County’s acceptance of any Items.
Pursuant to O.C.G.A. Section 13-10-91, contractors and subcontractors shall register with and use the E-verify system in order to verify the work authorization status of all newly hired employees. The Supplier acknowledges and agrees to utilize the U.S. Department of Homeland Security’s E-Verify System to verify the employment eligibility of:

All persons employed by the Supplier to perform employment duties during the term of this Agreement; and
All persons (including subvendors/subconsultants/subcontractors) assigned by the Supplier to perform work pursuant to this Agreement.

The Supplier acknowledges and agrees that use of the U.S. Department of Homeland Security’s E-Verify System and compliance with all other terms of this Section is an express condition of this Agreement, and the County may treat a failure to comply as a material breach of this Agreement.

31. Drug Free Workplace

The Supplier hereby certifies as follows:

Supplier will not engage in the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana during the performance of this Agreement; and
If Supplier has more than one employee, including Supplier, Supplier shall provide for such employee(s) a drug-free workplace, in accordance with the Georgia Drug-free Workplace Act as provided in O.C.G.A. Section 50-24-1 et seq., throughout the duration of this Agreement; and
Supplier will secure from any subcontractor hired to work on any job assigned under this Agreement the following written certification: "As part of the subcontracting agreement with (Supplier's Name), (Subcontractor's Name) certifies to the contractor that a drug-free workplace will be provided for the subcontractor's employees during the performance of this Agreement pursuant to paragraph 7 of subsection (b) of Code Section 50-24-3."

Supplier may be suspended, terminated, or debarred if it is determined that:

Supplier has made false certification here in above; or
Supplier has violated such certification by failure to carry out the requirements of O.C.G.A. Section 50-24-3(b).

Purchase Order Standard Terms and Conditions

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