All Purchase Orders
Payment Terms: Net 30 days
(1) NO GOODS WILL BE RECEIVED BETWEEN 12:00 AND 12:30 PM, OR AFTER 3:00 P.M. M-F, OR ON SATURDAYS, SUNDAYS OR HOLIDAYS.
(2) IF MERCHANDISE CANNOT BE DELIVERED BY DATE SHOWN OR IF UNABLE TO FILL ORDER EXACTLY AS SHOWN CONTACT BUYER FOR INSTRUCTIONS. DO NOT SUBSTITUTE
(3) THE P.O. NUMBER MUST APPEAR ON ALL INVOICES, CORRESPONDENCE AND PACKAGES.
(4) TAXES: The Fresno Unified School District is exempt from all federal excise taxes. Federal exemption certificates will be furnished when applicable. The Fresno Unified School District does pay a state & local sales tax; however, California use tax will be paid to out of state vendors only when their permit number is shown on both their bid and invoices.
(5) TRANSPORTATION CHARGES: It is understood that the seller agrees to deliver all items on this order PREPAID unless otherwise specified. All costs for delivery, drayage or freight, or for the packaging of said articles, are to be borne by the seller unless otherwise stated. All containers, drums, carboys, etc., to be returned, must be shipped on a no charge or consignment basis.
(6) LIQUIDATED DAMAGES: In case of contract default by seller, the Fresno Unified School District may procure the articles or services from other sources and may deduct the excess costs so paid from any unpaid balance due the seller or may collect against the bond or security, or from the surety. Liquidated damages shall be based on the following: (1) actual cost to the district between the price or prices bid and the price or prices paid by the school district on the open market at the time such purchases are made and (2) actual cost of labor and materials involved by the district in changing the award from one vendor to another.
(7) INSPECTIONS: All material furnished must be in conformity with the specifications and will be subject to inspection and approval of the Fresno Unified School District after delivery. The right is reserved to reject and return at the risk and expense of the seller such portion of any shipment which may be defective or fail to comply with specifications, without invalidating (at the option of the Executive Director of Purchasing) the remainder of the order. If rejected it will be held for disposition at expense and risk of the seller.
(8) LIABILITIES: The contractor or seller must save, keep, bear harmless, and fully indemnify said Board of Education and any of their officers or agents from all damages, or claims for damages, costs or expenses in law or equity that may at any time arise or be set up for any infringement of the patent rights, copyright, or trademark of any persons in consequence of the use by said district or districts, or by any of their officers or agents, of articles to be supplied under this bid.
(9) DELIVERIES: The seller will not be held liable for failure to make delivery because of strikes, conscription of property, government regulations, or acts of GOD. Whenever the seller claims the delay is due to any of the above-named causes, he shall request within five days of the delay an extension of time from the Board of Education. Such a request must be in writing and must be described in detail the cause for the delay. If the board finds that such cause or causes of delay exists, it shall grant the bidder an extension of time equal to the delay resulting from such cause or causes; or the board may rescind the contract in total or in pail.
(10) SUBSTITUTIONS: All delivered good, services and charges must be in accordance with the bids or specifications upon which this order is placed. Do not substitute. The District reserves the right to cancel this order or adjust any claim thereunder if merchandise, delivery, services rendered or charges submitted are not in accordance with the bids or specifications.
(12) SAMPLES: Seller maybe required to submit samples. If samples are required, they must be submitted within the time specified after notification by the Executive Director of Purchasing. Samples must be furnished free of expense to the school district. All samples must be securely tagged, showing seller’s name and bid number. Samples, if not destroyed by tests, shall be picked up by the seller not later than two (2) weeks after notification. Samples not picked up the seller within two (2) week period become the property of the district and may be disposed of as the district sees fit.
(13) PAYMENT: It is the seller’s responsibility to submit invoices directly to the Accounting Department rather than to the Purchasing or using department, and no invoice will be considered due for payment until received by the Accounting Department. Invoices against completed orders are processed at least once a month; therefore, it is the policy of the School District to take any and all discounts without regard to date of invoice. Partial payments will not be made against this Purchase Order unless agreed to in advance by the Fresno Unified School District. Payment terms shall be net 30 days from receipt of invoice.
(14) SAFETY REGULATIONS: All equipment and supplies furnished, and/or all work performed, shall meet all applicable safety regulations of the Division of Industrial Safety of the State of California, and Health & Safety Code of the State of California.
(15) EQUAL OPPORTUNITY EMPLOYMENT: It is the policy of the Fresno Unified School District that in connection with all work performed there be no discrimination against any prospective or active employee engaged in the work because of race, color, ancestry, national origin, sex or religious creed; and therefore the contractor agrees to comply with all applicable Federal and California laws and Executive Orders pertaining to equal employment opportunities. In addition, the contractor agrees to require like compliance by all subcontractors employed on the work by him.
(16) DEFECTS OF MATERIALS AND WORKMANSHIP: Seller/Contractor warrants that all articles furnished shall be free from defects of materials and workmanship, that all articles furnished shall be fit and sufficient for the purpose intended, and shall save, keep, bear harmless and fully indemnify the Buyer and any of its officers, employees or agents from all damages, or claims from damages, costs or expenses in law or equity that may arise from Buyer’s normal use.
(17) PRICING: When a discrepancy exists between the bid price and the order price, the bid price is the legally binding price.
(18) MATERIALS SAFETY DATA SHEETS (MSDS): When applicable, Material Safety Data Sheets (MSDS) must be included with the order. If requested MSDS are not delivered with order, payment will be delayed pending receipt of sheets.
(19) INDEMNIFICATION: To the fullest extent permitted by law, Provider agrees to defend, indemnify, and hold harmless District, its governing board, officers, agents, employees, successors, assigns, independent contractors and/or volunteers from and against any and all claims, demands, monetary or other losses, loss of use, damages and expenses,, including but not limited to, legal fees and costs, or other obligations or claims arising out of any liability or damage to person or property resulting from bodily injury, illness, communicable disease, virus, pandemic, or any other loss, sustained or claimed to have been sustained arising out of activities of the Provider or those of any of its officers, agents, employees, participants, vendors, customers or subcontractors of Provider, whether such act or omission is authorized by this Agreement or not. Provider also agrees to pay for any and all damage to the real and personal property of the District, or loss or theft of such property, or damage to the Property done or caused by such persons. District assumes no responsibility whatsoever for any property placed on District premises by Provider, Provider’s agents, employees, participants, vendors, customers or subcontractors. Provider further hereby waives any and all rights of subrogation that it may have against the District. The provisions of this Indemnification do not apply to any damage or losses caused solely by the negligence of the District or any of its governing board, officers, agents, employees and/or volunteers.
(20) PUBLIC WORKS LABOR CODE: The Contractor hereby stipulates that it shall comply with the applicable provisions of the California Labor Code, Division 2, Part 7, Chapter 1, Articles 1-5 (“Public Works Labor Code Provision”), including, but not limited to, the payment of the general prevailing rates for public works projects of more than One Thousand Dollars ($1,000) (1771), hiring of Apprentices (1777.5) and Working Hours (1813), and Payroll Records (1776).
(21) DIR REGISTRATION: Contractors involved in a public works project as defined in Section 1720 of the Labor Code shall be registered with the Department of Industrial Relations pursuant to Labor Code 1725.5.
UNLESS EXCEPTIONS ARE FILED IN WRITING WITH THE EXECUTIVE DIRECTOR OF PURCHASING AND NOTED ON THE PURCHASE ORDER, SELLER AGREE TO ALL TERMS AND CONDITIONS HEREIN THE “STANDARD TERMS AND CONDITIONS” AND ALL BID INSTRUCTIONS AND CONDITIONS PROVIDED AT THE TIME OF BID.
(22) Assignment: The Contractor shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of the District.
(23) WAIVER AND AMENDMENTS: This Purchase Order Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. The waiver by any party hereto of a breach of any provision of this Purchase Order Agreement shall not operate or be construed as a waiver of any subsequent breach.
(24) GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California and venue shall be in the appropriate Superior court in Fresno, California.
(25) ATTORNEY’S FEES: The non-prevailing party in any dispute under this Agreement shall pay all costs and expenses, including expert witness fees and attorney’s fees, incurred by the prevailing party in resolving such dispute.
(26) ENTIRE AGREEMENT: This Agreement is intended by the Parties as the final expression of their agreement with respect to such terms as are included herein and as the complete and exclusive statement of its terms and may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement, nor explained or supplemented by evidence of consistent additional terms.
(27) CONFLICT OF INTEREST: In consideration of the Districts Conflict of Interest Code, Contractor affirms they do not have, nor does the Contractor anticipate having any interest in real property, investments, business interest in or income from sources which would provide Contractor, his/her spouse or minor child(ren) with personal financial gain as a result of any recommendation, advice or any other action taken by Contractor during the rendition of services under this Agreement
(28) TERMINATION WITH CAUSE: The district reserves the right to terminate services if CONTRACTOR defaults in the performance of any of its duties or obligations under this Agreement, then the DISTRICT, by giving written notice of termination to the CONTRACTOR, terminate this Agreement as of a date specified in the notice of termination (the “Termination Date”) such Termination Date being subsequent to the date of the notice of termination.