Terms and Conditions

1. Offer/Acceptance

If this purchase order ("PO") refers to your bid or proposal, then this PO is an acceptance by Routt County (“County”) of your offer to sell in accordance with the terms and conditions of the request for bids or request for proposals, as stated in your bid. If no bid or proposal is referenced, this PO is an offer to buy, subject to your acceptance, which must be demonstrated by either your performance of this PO or by a formal acknowledgment in writing. Any counter-offer to sell is automatically construed as a cancellation of this PO unless a change order is issued accepting a counter-offer. In the event Vendor forms or parts of forms are included in, or as an attachment to, any bid, proposal, offer, acknowledgment, or otherwise, Vendor agrees that, in the event of inconsistencies or contradictions, the terms and conditions of the solicitation document and this PO shall supersede and control over those contained in Vendor's forms regardless of any statement to the contrary in such forms. Unless the County’s Purchasing Agent (“Purchasing Agent”) specifically agrees in writing through direct reference or other express written indication of assent, terms and conditions on Vendor forms regarding choice of law, venue, warranty disclaimer or exclusion, indemnification or limitation of liability shall be of no effect.

2. Changes

Vendor agrees to furnish products and/or services in strict accordance with the specifications, and at the price set forth for each item. Nothing in this PO may be added to, modified, superseded or otherwise altered except in writing signed by Purchasing Agent and acknowledged by Vendor. Each shipment received or service performed shall be only upon the terms contained in this PO, notwithstanding any terms contained in any invoice or other act of Vendor other than acknowledgment of a written change order to this PO.

3. Quality

Vendor agrees to furnish the products and/or services in strict accordance with the specifications, and at the price set forth for each item. None of the terms or specifications stated in this PO may be added to, modified, superseded or otherwise altered except in writing, signed by an authorized representative of County and sent by County to Vendor. Each shipment received by County from Vendor shall be deemed to be only upon the terms contained in this PO, notwithstanding any terms that may be contained in any acknowledgement, invoice form, or other act of Vendor and notwithstanding County’s act of accepting or paying for any shipment or similar act of County.

4. Delivery

a. Please advise the Purchasing Agent immediately if you cannot make complete shipment to arrive on your promised delivery date of « ». ____________

b. Your acknowledgement of this PO must show expected shipping date and method of shipping, including routing and names of carriers.

c. If Vendor fails to make timely delivery in accordance with the terms of this PO of all or any portion of the goods covered by this PO or if any of the goods delivered to County are defective or not in conformity with the terms of this PO in any manner, County may retain all or any portion of the goods delivered under this PO and return, at Vendor’s sole cost and expense, those goods not retained, all without waiver of any claim County may have for Vendor’s breach including, without limitation, the right to damages and the right to cancel this PO. A breach of this PO by Vendor will also constitute a breach by Vendor of any other contract between Vendor and County entitling County, in addition to any other remedies it may have, to cancel such other contract.

5. Inspection

The goods and work covered by this PO shall be subject to inspection and acceptance or rejection by County after delivery, notwithstanding prior payment, it being understood and agreed that payment shall not constitute acceptance. County may charge Vendor the expense of unpacking, examining, repacking, storing and reshipping any good found defective or not in conformity with the terms of this PO. In addition to its other rights under this PO including, without limitation, any right to damages, (a) County may require Vendor to replace any item which County is entitled to reject hereunder or grant a full refund or credit to County in lieu thereof, and (b) County may replace any goods or work which it is entitled to reject under this PO with other goods or work.

6. Payment

Payment will only be made upon submission of an acceptable invoice, mailed in duplicate for each shipment, to County’s address as it appears on reverse side. Invoices not mailed as directed may delay payment or become lost. Invoices for Open Purchase Orders shall be mailed prior to the ending date indicated on the reverse side. Payment periods will start from the date of receipt of acceptable invoice or from date or receipt of acceptable merchandise at destination by authorized County agent, whichever is later.

7. Taxes

County is a political subdivision of the State of Colorado and is exempt from all federal taxes under Chapter 32 of the Internal Revenue Code and from all state and municipal sales and use taxes [Ref: Colorado Revised Statutes § 39-26-704].

8. Warranties

Vendor warrants that the goods covered by this PO are of excellent quality, are safe and fit for their intended purposes, and that such goods and their purchase and use by County will not infringe upon or violate any patent, copyright, trademark, service mark or other right. Additionally, all provisions and remedies of the Colorado Uniform Commercial Code relating to both implied and express warranties are herewith referred to and made a part of this PO. Further, Vendor shall deliver to County at the time of delivery of goods, all applicable manufacturer’s warranties, or other express warranties applicable to such goods.

9. Safety Information

All chemicals, equipment and materials proposed and/or used in the performance of this PO must conform to the standards required by the William-Steiger Occupational Safety and Health Act of 1970. Vendors must furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous materials at the time of delivery.

10. Rights in Data, Documents, Computer Software or Other Intellectual Property

Unless otherwise agreed in writing, any software, research, reports, studies, data, photographs, negatives or other documents, drawings or materials delivered by Vendor in the performance of its obligations under this PO shall be the exclusive property of County. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works.

11. Indemnification

In the event any article sold or delivered under this PO is covered by any patent, copyright, trademark, or application therefor, Vendor will indemnify and hold harmless County from any and all loss, liability, cost, expenses and legal fees incurred on account of any claims, legal actions or judgments arising out of manufacture, sale or use of such article in violation, infringement or the like of rights under such patent, copyright, trademark or application.

12. Communication

All communications, including reports, notices, and advice of any nature, concerning administration of this PO, prepared by Vendor for the County's use, must be furnished solely to the Purchasing Agent.

13. Independent Contractor

VENDOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER VENDOR NOR ANY AGENT OR EMPLOYEE OF VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF COUNTY. VENDOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX WITHHOLDING INCLUDING ALL FEDERAL AND STATE INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID PURSUANT TO THIS PO. VENDOR ACKNOWLEDGES THAT VENDOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT COUNTY DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. VENDOR SHALL HAVE NO AUTHORIZATION EXPRESS OR IMPLIED TO BIND COUNTY TO ANY AGREEMENT, LIABILITY, OR UNDERSTANDING, EXCEPT AS EXPRESSLY SET FORTH HEREIN. VENDOR SHALL PROVIDE AND KEEP IN FORCE, AND SHOW PROOF OF UPON REQUEST, WORKERS' COMPENSATION AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR ITS ACTS AND THOSE OF ITS EMPLOYEES, AND AGENTS.

14. Termination For Default/Cause

a. Except as otherwise agreed, the UCC shall govern in the case of goods.

b. In the case of remedies exercised under this paragraph for services, or analogous remedies exercised under the UCC for goods, the Purchasing Agent may withhold amounts due to Vendor as the Purchasing Agent deems necessary to reimburse County for the excess costs incurred in curing, completing or procuring similar goods and services.

c. Vendor shall not be in default by reason of any failure in performance of this PO in accordance with its terms, if such failure arises out of acts of God; acts of the public enemy; acts of the State or any governmental entity in its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather.

d. If after rejection, revocation, or other termination of Vendor's right to proceed under the provisions of the UCC or this clause, it is determined for any reason that Vendor was not in default under the provisions of this clause, or that the delay was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the termination for convenience clause.

15. Termination For Convenience

a. If not accepted by written acknowledgment, this PO may be canceled by written or oral notice to Vendor prior to shipment of goods or beginning of performance of services.

b. Unless otherwise agreed in writing, in addition to the rights and remedies governing goods in the UCC, the Purchasing Agent may, when the interests of County so require, terminate this PO in whole or in part for the convenience of County. The Purchasing Agent shall give written notice of the termination to Vendor specifying the part of the PO terminated and when termination becomes effective. Upon receipt of notice of termination, Vendor shall incur no further obligations except to the extent necessary to mitigate costs of performance. In the event that County terminates this PO under the Termination for Convenience provisions, the Vendor is entitled to submit a termination claim within ten (10) days of the effective date of termination. The termination claim shall address and County shall consider paying the following costs: (a) the agreed-upon price for performance of work, which is accepted by County, up to the effective date of the termination; (b) reasonable and necessary costs incurred in preparing to perform the terminated portion of the PO; (c) reasonable profit on the completed but undelivered work up to the date of termination; (d) the costs of settling claims arising out of the termination of subcontracts or orders, not to exceed thirty (30) days pay for each subcontractor; and (e) reasonable accounting, legal, clerical, and other costs arising out of the termination settlement. In no event shall reimbursement under this clause exceed the contract amount reduced by amounts previously paid by County to Vendor.

16. Purchase Order Approval

This PO shall not be valid unless it is executed by the proper delegated authority as relayed by the Routt County Delegation of Authority located in the then-current Purchasing Manual.County shall have no responsibility or liability for products or services delivered or performed prior to proper execution hereof.

17.Fund Availability; Federal Funds Contingency

Financial obligations of County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this PO is funded in whole or in part with federal funds, this PO is subject to and contingent upon the continuing availability of federal funds for the purposes hereof. If this PO contemplates the purchase of goods to be delivered in a single installment, County represents that it has set aside sufficient funds to make payment under this PO in accordance with its terms.

18. Compliance with Laws

Vendor, at its expense, shall comply with all applicable federal and state laws, rules, regulations, orders and ordinances from time to time in effect regarding the sale of goods under this PO and upon reasonable request, Vendor, at its expense, will execute and furnish to County appropriate written certifications of compliance. Where applicable, such compliance shall include, but not be limited to, the Colorado Anti-Discrimination Act of 1957, as amended; the Rehabilitation Act of 1973, as amended; Code of Federal Regulations provisions regarding equal employment opportunity, affirmative action, employment for disabled veterans and veterans of the Vietnam era, and employment of the handicapped; the Anti-Kickback Act of 1986; and, the Americans with Disabilities Act; and, with all rules, regulations and orders issued thereunder.

19. Uniform Commercial Code

All references in this PO to the UCC shall mean the UCC as adopted by the State of Colorado at Title 4, Colorado Revised Statutes, as amended.

20. Rights and Remedies

The rights and remedies of County under this PO are cumulative and not exclusive of any rights or remedies to which County is entitled by law. The exercise by County of any right or remedy under this PO or under applicable law will not preclude County from exercising any other right or remedy under this PO or to which County is entitled by law.

21. Choice of Law

This PO is made in, and the laws of the State of Colorado shall govern, in connection with the formation, performance and the legal enforcement of, this PO. Unless otherwise specified in the solicitation or this order, venue for any judicial action arising out of or in connection with this PO shall be in the 14th Judicial District.

For any questions, please contact our Purchasing Department at (970) 879-0108.