1. This Purchase Order, together with these Conditions and Terms of Purchase, constitute a sub-subcontract. Seller understands that Buyer has subcontracted with upstream parties on the Job referenced on the face of this Purchase Order to provide the design and/or materials specified in this Purchase Order. Seller hereby undertakes to become responsible to Buyer for the design and/or materials specified in this Purchase Order to the same extent that Buyer is responsible to upstream parties for such design and/or materials under subcontract, general contract, plans, specifications and project documents. Seller is responsible for reviewing the subcontract, general contract, plans, specifications and project documents for all such responsibilities and requirements. The subcontract, general contract, plans, specifications and project documents for the Job referenced on the face of this Purchase Order are hereby incorporated into this Purchase Order.
2. If the face of this Purchase Order indicates this order is being made on a design-build basis, Seller understands that he is undertaking to design, engineer, manufacture and supply the product, materials or systems specified in this Purchase Order, together with any necessary shop drawings, engineering calculations and samples, in strict accordance with all requirements of the subcontract, general contract, plans, specifications and project documents.
3. Seller warrants that all materials sold hereunder will strictly conform to all applicable requirements of the plans, specifications, special provisions, alternates, shop drawings or other contract documents for the job referenced on the face of this order.
4. Seller expressly warrants that all material covered by this Purchase Order will be free from defects in design, manufacture or workmanship, and will be fit and sufficient for the purpose intended as described in the plans, specifications and contract documents.
5. Seller expressly warrants that it will convey good, clear and merchantable title to the materials specified in this Purchase Order. Seller agrees to indemnify Buyer against all liability for patent, copyright, or other infringement on account of sale and use of such material.
6. Seller shall furnish for approval of the architect or engineer all shop drawings, calculations and samples required at no cost to Buyer.
7. All necessary testing, inspection, and approval of materials and workmanship by proper authorities is to be provided and arranged by Seller at no additional cost to Buyer. Buyer shall have the right to reject materials and workmanship determined by Buyer to be defective and require correction and replacement thereof at no expense to Buyer. Rejected material will be held subject to Sellers instructions and returned at Seller’s expense.
8. Seller agrees to provide such guarantees and warrantees for his product as required as required by the plans, specifications and contract documents.
9. Seller shall comply with all applicable laws and regulations of governmental authorities, including among other things matters involving wages, price regulations, and renegotiation provisions and other matters whether or not specifically mentioned herein.
10. It is understood that Seller will accept exclusive liability for all taxes and insurance payable to the United States of America and the State of California under the Social Security Act, Unemployment Insurance laws, Withholding Tax laws, and similar or related laws and applicable regulations, as to each and every employee engaged by him in the performance of their work and/or the production, sale, and delivery of materials under this order. Seller also agrees to meet all requirements that may be specified under regulations promulgated under the Federal Social Security Act and California Unemployment Insurance Law and any other law and any governmental regulations applicable thereto.
11. If applicable, Seller agrees to provide insurance coverage acceptable to Buyer without any cost to Buyer. Seller shall name Buyer (US Glass, inc.) as additional insured where applicable.
12. Time is of the essence of this contract. If applicable, production and/or delivery schedules that will meet the job schedule requirements must be agreed upon by both Buyer and Seller and must be confirmed in writing.
13. Seller shall not be liable for delay or failure in performance hereof arising from any cause not within Seller’s reasonable control, including strikes, flood, fire, war, acts of public enemy, acts of God, allocations or limitations or other acts by Federal, State, or Local Governments or any bureau or agency thereof, provided Seller gives five (5) days written notice to Buyer of the event causing such delay.
14. Seller agrees if Seller shall materially delay the progress of the work for causes other than noted above, so as to cause any damage for which the Buyer shall become liable, Seller shall become responsible for such damage, loss, liability, and other costs including attorney’s fees.
15. Quantities shown in the purchase order may be approximate and subject to revision at Buyer’s discretion without change in unit price.
16. Seller may neither assign this contract nor any portion thereof, nor monies due or to become due under it, nor subcontract any portion thereof without first obtaining written consent of Buyer. If Seller becomes insolvent, or makes an assignment for the benefit of its creditors, or if a petition of bankruptcy is filed by or with respect due to Seller, Buyer may terminate this order without cost to Buyer.
17. In the event action is instituted of the enforcement of any term or condition of the purchase order, the prevailing party shall be entitled to an award of reasonable attorney’s fees in addition to costs and expenses incurred.
18. To the fullest extent permitted by law, Seller expressly agrees to indemnify, defend, pay, and reimburse Buyer for all liability, claims, damage, or loss of person or property, including property of Buyer, in any way caused by, pertaining to, resulting from, or arising in any way from the work or materials covered by this agreement, unless the same is caused by the sole negligence or willful misconduct of Buyer.
19. In the execution of the work provided for herein, Seller shall operate as independent contractor, and not as an agent of Buyer. It is expressly agreed that Seller shall hold Buyer free and harmless from all liability of every kind and nature, and of all claims for damages by reason of any act or representation of Seller, its agents or employees, and Seller hereby covenants and agrees to indemnify and save Buyer from all costs and expenses growing out of any such claim and/or liability.
20. Seller will in a timely manner provide applicable lien releases to Buyer. In the event this order, or a portion thereof, is not a job account basis, Seller shall execute the proper lien releases which are directly attributable to that project as to not hinder the collection of monies due to Buyer.
21. Invoices must bear purchase order number. Invoicing against this order must be made separately from all other orders and must show complete order number.
22. Shipping tickets and/or packing slips must show in detail items shipped and must accompany all deliveries
23. Discount dates will be calculated from the date acceptable invoice or material purchased is received whichever is the later date. Invoices not showing terms will be paid when paid on a job account basis. Buyer reserves the right to withhold 10% retention pending acceptance by contractor and owner.
24. Delivery will be F.O.B. Buyers warehouse or jobsite unless otherwise specified
25. No charges will be accepted by the Buyer for crating, boxing, cartage, drayage, storage, or like services unless previously authorized by Buyer.
26. All sales, use, excise, and/or similar taxes to be paid by Buyer must be itemized separately hereon and on all invoices.
27. All delivery charges must be itemized separately on all invoices. All prepaid freight amounts must appear on the face of all invoices.
28. Buyer reserves the right to refuse payment for any items billed at prices other than, or delivered at a date later than that specified on this order without prejudice to Buyer’s legal remedies for non-performance on the part of Seller.
29. No substitution, additions, or backorders will be allowed without authorization from Buyer.
Rev. 5/1/17
U.S. Glass, Inc. Conditions and Terms of Purchase
1. This Purchase Order, together with these Conditions and Terms of Purchase, constitute a sub-subcontract. Seller understands that Buyer has subcontracted with upstream parties on the Job referenced on the face of this Purchase Order to provide the design and/or materials specified in this Purchase Order. Seller hereby undertakes to become responsible to Buyer for the design and/or materials specified in this Purchase Order to the same extent that Buyer is responsible to upstream parties for such design and/or materials under subcontract, general contract, plans, specifications and project documents. Seller is responsible for reviewing the subcontract, general contract, plans, specifications and project documents for all such responsibilities and requirements. The subcontract, general contract, plans, specifications and project documents for the Job referenced on the face of this Purchase Order are hereby incorporated into this Purchase Order.
2. If the face of this Purchase Order indicates this order is being made on a design-build basis, Seller understands that he is undertaking to design, engineer, manufacture and supply the product, materials or systems specified in this Purchase Order, together with any necessary shop drawings, engineering calculations and samples, in strict accordance with all requirements of the subcontract, general contract, plans, specifications and project documents.
3. Seller warrants that all materials sold hereunder will strictly conform to all applicable requirements of the plans, specifications, special provisions, alternates, shop drawings or other contract documents for the job referenced on the face of this order.
4. Seller expressly warrants that all material covered by this Purchase Order will be free from defects in design, manufacture or workmanship, and will be fit and sufficient for the purpose intended as described in the plans, specifications and contract documents.
5. Seller expressly warrants that it will convey good, clear and merchantable title to the materials specified in this Purchase Order. Seller agrees to indemnify Buyer against all liability for patent, copyright, or other infringement on account of sale and use of such material.
6. Seller shall furnish for approval of the architect or engineer all shop drawings, calculations and samples required at no cost to Buyer.
7. All necessary testing, inspection, and approval of materials and workmanship by proper authorities is to be provided and arranged by Seller at no additional cost to Buyer. Buyer shall have the right to reject materials and workmanship determined by Buyer to be defective and require correction and replacement thereof at no expense to Buyer. Rejected material will be held subject to Sellers instructions and returned at Seller’s expense.
8. Seller agrees to provide such guarantees and warrantees for his product as required as required by the plans, specifications and contract documents.
9. Seller shall comply with all applicable laws and regulations of governmental authorities, including among other things matters involving wages, price regulations, and renegotiation provisions and other matters whether or not specifically mentioned herein.
10. It is understood that Seller will accept exclusive liability for all taxes and insurance payable to the United States of America and the State of California under the Social Security Act, Unemployment Insurance laws, Withholding Tax laws, and similar or related laws and applicable regulations, as to each and every employee engaged by him in the performance of their work and/or the production, sale, and delivery of materials under this order. Seller also agrees to meet all requirements that may be specified under regulations promulgated under the Federal Social Security Act and California Unemployment Insurance Law and any other law and any governmental regulations applicable thereto.
11. If applicable, Seller agrees to provide insurance coverage acceptable to Buyer without any cost to Buyer. Seller shall name Buyer (US Glass, inc.) as additional insured where applicable.
12. Time is of the essence of this contract. If applicable, production and/or delivery schedules that will meet the job schedule requirements must be agreed upon by both Buyer and Seller and must be confirmed in writing.
13. Seller shall not be liable for delay or failure in performance hereof arising from any cause not within Seller’s reasonable control, including strikes, flood, fire, war, acts of public enemy, acts of God, allocations or limitations or other acts by Federal, State, or Local Governments or any bureau or agency thereof, provided Seller gives five (5) days written notice to Buyer of the event causing such delay.
14. Seller agrees if Seller shall materially delay the progress of the work for causes other than noted above, so as to cause any damage for which the Buyer shall become liable, Seller shall become responsible for such damage, loss, liability, and other costs including attorney’s fees.
15. Quantities shown in the purchase order may be approximate and subject to revision at Buyer’s discretion without change in unit price.
16. Seller may neither assign this contract nor any portion thereof, nor monies due or to become due under it, nor subcontract any portion thereof without first obtaining written consent of Buyer. If Seller becomes insolvent, or makes an assignment for the benefit of its creditors, or if a petition of bankruptcy is filed by or with respect due to Seller, Buyer may terminate this order without cost to Buyer.
17. In the event action is instituted of the enforcement of any term or condition of the purchase order, the prevailing party shall be entitled to an award of reasonable attorney’s fees in addition to costs and expenses incurred.
18. To the fullest extent permitted by law, Seller expressly agrees to indemnify, defend, pay, and reimburse Buyer for all liability, claims, damage, or loss of person or property, including property of Buyer, in any way caused by, pertaining to, resulting from, or arising in any way from the work or materials covered by this agreement, unless the same is caused by the sole negligence or willful misconduct of Buyer.
19. In the execution of the work provided for herein, Seller shall operate as independent contractor, and not as an agent of Buyer. It is expressly agreed that Seller shall hold Buyer free and harmless from all liability of every kind and nature, and of all claims for damages by reason of any act or representation of Seller, its agents or employees, and Seller hereby covenants and agrees to indemnify and save Buyer from all costs and expenses growing out of any such claim and/or liability.
20. Seller will in a timely manner provide applicable lien releases to Buyer. In the event this order, or a portion thereof, is not a job account basis, Seller shall execute the proper lien releases which are directly attributable to that project as to not hinder the collection of monies due to Buyer.
21. Invoices must bear purchase order number. Invoicing against this order must be made separately from all other orders and must show complete order number.
22. Shipping tickets and/or packing slips must show in detail items shipped and must accompany all deliveries
23. Discount dates will be calculated from the date acceptable invoice or material purchased is received whichever is the later date. Invoices not showing terms will be paid when paid on a job account basis. Buyer reserves the right to withhold 10% retention pending acceptance by contractor and owner.
24. Delivery will be F.O.B. Buyers warehouse or jobsite unless otherwise specified
25. No charges will be accepted by the Buyer for crating, boxing, cartage, drayage, storage, or like services unless previously authorized by Buyer.
26. All sales, use, excise, and/or similar taxes to be paid by Buyer must be itemized separately hereon and on all invoices.
27. All delivery charges must be itemized separately on all invoices. All prepaid freight amounts must appear on the face of all invoices.
28. Buyer reserves the right to refuse payment for any items billed at prices other than, or delivered at a date later than that specified on this order without prejudice to Buyer’s legal remedies for non-performance on the part of Seller.
29. No substitution, additions, or backorders will be allowed without authorization from Buyer.