ACCEPTANCE: Unless otherwise specified, this order is for the purchase of the item(s) and/or services(s) described on the front side hereof and is MUHSD's offer to Vendor. Acknowledgement hereof by Vendor to MUHSD shall constitute Vendor's acceptance of such order, including all of the terms and conditions herein set forth. In the absence of such acknowledgement, commencement of delivery of the item(s) and/or service(s) and acceptance of such deliveries by MUHSD shall constitute a firm contract on the terms and conditions hereof. This order is subject to the following terms and conditions and no others unless there is a signed overriding agreement between the parties.
ASSIGNMENT: Vendor shall not assign this order or any interest herein, including any performance of any amount which may be due or may become due hereunder, without MUHSD's prior written consent.
CHANGES: This order may, by written order, be changed in regards the item(s) or service(s) to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms, or any other matters affecting a valid offer. In the event such change causes an increase or decrease in the cost of performance hereunder, an equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Agent or other responsible MUHSD official, and written notice given therefor.
DELAYS-DAMAGES: In the event the Vendor fails to perform such obligations under this Purchase Order within the time specified, if any, or a reasonable time after placement of the order, the Purchasing Agent or other responsible MUHSD official, may by written notice, order the Vendor to cease further deliveries and may hold the Vendor liable for any damage caused the MUHSD by reason of such delay. For breach or violation of this order, MUHSD shall have the right to terminate the order, either in whole or in part, and any loss or damage sustained by MUHSD in procuring on the open market any item(s) and/or service(s) which the Vendor agreed to supply shall be borne and paid for by the Vendor. The rights and remedies of MUHSD provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law under the order. In the event the Vendor shall fail to make prompt delivery as specified of any item(s) and/or service(s), the same conditions as to the rights of MUHSD to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, act of God or of the Government.
DISPUTES: All disputes concerning questions of fact which may arise under this order, and not disposed of by mutual consent, shall be decided by the Purchasing Agent or other responsible MUHSD official.
GENERAL: All warranties shall be construed as conditions as well as warranties. No waiver of a breach or of any provision of this order shall constitute a waiver of any other breach or provision. No modification or change, or departure from, or waiver of the provisions of this order shall be valid or binding unless approved by the MUHSD in writing.
GOVERNING LAW: In filling this order, Vendor shall comply with all Federal and Governmental regulations and orders, and shall be governed by and construed according to the laws of the State of California.
LIABILITY: The Vendor shall indemnify, defend, save, and hold harmless MUHSD, its officers, agents, and employees from any and all claims and losses occurring or resulting to any and all contractors, subcontractors, material, men labors, or any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this order, and from any and all claims occurring or resulting to any person, firm, or corporation who may be injured or damaged by the Vendor in the performance of this order.
PATENT INFRINGEMENT INDEMNITY: To the extent the item(s) are not manufactured in accordance with the MUHSD's designs, Vendor shall defend, indemnify and hold harmless MUHSD, its successors, assigns, customers and users of its products from and against any claim, loss, damage or expense arising out of any infringement or claim of infringement of any Letters Patent, trade name, trademark, copyright or trade secrets by reason of the sale or use of any item(s) purchased hereunder. MUHSD shall promptly notify Vendor of any such claim.
PAYMENTS: Payment shall be made upon submission of itemized invoices in triplicated, of the prices stipulated herein for supplies delivered and accepted or service(s) rendered and accepted, less deductions, if any, as herein provided. Payment on partial deliveries may be made whenever amounts due so warrant or when requested by the vendor and approved by the Purchasing Agent or other responsible MUHSD official. Payment will net 30.
RESPONSIBILITY: Unless otherwise specified, the Vendor shall be responsible for all items covered by this order until delivered at the designated delivery point. The Vendor shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.
RISK OF LOSS: Risk of loss or damage to the item(s) shall be on Vendor until said items have been delivered to and accepted by MUHSD notwithstanding any other terms contained herein. All item(s) will be received by MUHSD subject to its right of inspection and rejection. MUHSD shall be allowed a reasonable period of time to inspect the items and to notify Vendor of any non-conformance with the terms and conditions of this order. MUHSD may reject any item(s) which do not conform to the terms and conditions of this order. Item(s) so rejected may be returned to Vendor or held by MUHSD at Vendor's risk and expense.
SAFETY ORDERS: All materials, equipment or labor covered by this order must conform to and meet all the required standards of OSHA and CAL OSHA, and with all Federal, State, and Local laws or ordinances.
SHIPMENT: All items are F.O.B. Destination unless otherwise specified. When authorized, freight to be prepaid. Shipment must be made within the time stated on order. Failing to comply with specified delivery item, the MUHSD reserves the right to purchase elsewhere and charge Vendor with any loss incurred unless delay in making shipment is due to unforeseeable causes beyond the control, and without the fault or negligence of the Vendor.
TERMINATION: This order may be terminated in whole or in part, any time for its convenience, by written notice to the Vendor. Such termination shall be effective in the quantity, manner, and time specified in such notice and MUHSD shall be liable at the stipulated price only for such item(s) and/or service(s) as have been delivered and/or rendered and accepted. MUHSD shall not be liable for any excess costs arising out of such termination, and failure of the Vendor to cease delivery and/or work upon receipt of termination notice shall not occasion a claim for extra costs.
VARIATIONS-QUANTITIES: No variation or substitutions in the quality or quantity of any item called for by this order shall be acceptable except in pursuance of written change order so authorizing and no change in cost shall be valid unless so ordered.
WARRANTY-PRODUCT: The Vendor expressly warrants that the item(s) shall be merchantable with the meaning of Article 2-314(2) of the Uniform Commercial Code in effect on the date of this order. In addition to all warranties which may be prescribed by law, the item(s) shall conform to specifications, drawings, and other descriptions and shall be free from defects in materials and workmanship. Vendor also warrants that to the extent the item(s) are not manufactured pursuant to detailed designs furnished by MUHSD, that they will be free from defects in design. Such warranties, including warranties prescribed by law, shall run to MUHSD, it’s successors, assigns, and customers, and to users of the items, for a period of one (1) year, after delivery, or such longer period as may be prescribed by law or by additional agreement.
