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Purchase Order Terms and Conditions

The following general terms and conditions shall apply to all purchases by or on behalf of Larimer County unless specifically provided otherwise on the front of this document:

Tax Exemption:

Larimer County is tax exempt, ID #98-04270.

Acceptance Of Contract:

This order is the County's offer to purchase the goods and/or services described on the reverse side from the Vendor. The County's placement of this order is expressly conditioned upon Vendor's acceptance of all the terms and conditions of purchase contained on or attached to this purchase order.

Amendments:

No agreement or understanding to modify this contract shall be binding upon the County unless in writing and signed by the County's Purchasing Director. All specifications, drawings, and data submitted to the Vendor with this order are hereby incorporated and made a part hereof.

Funding:

Larimer County is a Colorado public entity and all financial obligations extending beyond the current calendar year are subject to funds being budgeted and appropriated.

Delivery:

Packing, packaging and freight charges are borne by the Vendor unless stated on this order. Time is of the essence on this contract. If completed deliveries are not made at the time agreed, the County reserves the right to cancel or purchase elsewhere and hold vendor accountable. If delivery dates cannot be met, Vendor agrees to advise the County, in writing, of the earliest possible shipping date for acceptance by the County.

Risk Of Loss:

Delivery shall not be deemed to be complete until goods have been actually received and accepted by the County.

Inspection:

Goods and material must be properly packaged. Damaged goods and materials will not be accepted, or if the damage is not readily apparent at the time of delivery, the goods shall be returned at no cost to the County. The County reserves the right to inspect the goods at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery.

Patents And Copyrights:

Seller agrees to indemnify the County and hold it harmless from and against all liability, loss, damage and expense, including reasonable counsel fees, resulting from any actual or claimed trademark, patent or copyright infringement, or any litigation based thereon, with respect to any part of the goods covered by this order and such obligation shall survive acceptance of the goods and payment therefore by the County.

Non-Waiver Of Rights:

No failure of either party to exercise any power given to it hereunder or to insist upon strict compliance by the other party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof, nor any payment under this agreement shall constitute a waiver of either party's right to demand exact compliance with the terms hereof.

Compliance With Laws:

The Vendor certifies that in performing this contract they will comply with all applicable provisions of the federal, state and local laws, regulations, rules and orders.

Hiring Illegal Aliens:

Vendor shall comply with CRS 8-17.5-101 et. Seq. Contractor certifies that it is using, or that it is trying to participate in the "Basic Pilot Employment Verification Program," that it has verified that it does not employ illegal aliens, and that it shall not knowingly employ an illegal alien to perform work under this P.O. If it is discovered that a contactor awarded a contract employs illegal immigrants or subcontracts with illegal immigrants, Larimer County may terminate the contract or this P.O. and the contractor may be held liable for damages.

Laws Governing:

This contract shall be governed by and construed according to the laws of the state of Colorado. Venue for any action related to this agreement shall be in the Circuit Court for the 8th Judicial Circuit, Larimer County, Colorado.

Payment:

All invoices should be mailed to the "Bill To" address stated on the reverse side of this purchase order and must include vendor's name and phone number, and clearly list quantities, item descriptions and units of measure.

Warranty:

The vendor warrants to the County that all goods and services furnished hereunder will conform in all respects to the terms of this order, including any drawings, specifications or standards incorporated herein, and/or defects in materials, workmanship, and free from such defects in design. In addition, Vendor warrants the goods and services are suitable for and will perform in accordance with the purposes for which they were intended.

Commentary on the Above

Acceptance Of Contract:

This provision establishes that the Purchase Order is an "offer" and that by fulfilling the order the vendor "accepts" the Purchase Order and all of its terms and conditions as the contract. This provision effectively establishes that it is Larimer County's terms and conditions that control the performance of the contract.

Amendments:

This provision establishes that there is a clearly defined process for the modification of a Purchase Order. Any attempt to modify a Purchase Order without prior written approval of Larimer County's authorized agent is invalid. There are only two possible authorized agents, the Larimer County Board of County Commissioners and, for purchases under $25,000.00, the Purchasing Director. This provision also incorporates drawings and specifications into the contract created by the vendor's acceptance of the Purchase Order.

Funding:

This provision lets the vendor know that even though a County Department intends to do business with them in the next fiscal year, it is contingent upon the Larimer County Board of County Commissioners appropriating funds to do so.

Delivery:

F.O.B. destination means that the vendor is responsible for arranging shipping, paying for shipping and for any damage that may occur in transit. "Time of the essence" means that if the vendor is unreasonably late we can cancel the order and seek alternate performance. It also defines the vendor's responsibilities as they relate to notice and our right to accept, or decline, changes in the delivery date.

Risk Of Loss:

This provision defines the contract's delivery requirements. It makes clear that the vendor is responsible for the costs of shipping and for the items purchased. This responsibility does not end until the goods are delivered and accepted. If something happens in shipment, it is the vendor's responsibility, not ours.

Inspection:

This provision defines our right to inspect goods and makes clear that there may be times when inspection cannot occur at the time of delivery. Through this provision we reserve the right to inspect and reject deliveries after they have been delivered. It also describes the situations where we may exercise that right.

Patents And Copyrights:

This provision protects the County from suits and other claims for violating patent or copyright protections by using certain goods or services. It further establishes that if we violate such protections and are found liable, the vendor will indemnify us for any damages.

Non-Waiver Of Rights:

If the Count fails to insist on strict compliance with a term of the agreement, or strict compliance with any law that governs the agreement, the County does not waive its right to enforce the term or the law at a later date. No custom or practice of the parties or payment to the vendor constitutes a waiver of the County's right to enforce strict compliance.

Compliance With Laws:

This provision ensures that a vendor will comply with any applicable laws to the agreement that are not specifically set forth in the agreement. In other words, it places the responsibility to comply with applicable laws squarely on the vendor and not the County.

Laws Governing:

Similar to the Uniform Commercial Code provision, this provision requires that the laws of the State of Colorado shall govern the agreement, which is important considering that many vendors may be from out of state and would want to see that particular state's laws govern. Also contained in this provision is a requirement that any action under the agreement be brought in Larimer County. This protects the County from having to defend or bring an action where a vendor's business may reside.

Payment Terms:

This means that the County pays invoices within 30 days of the invoice due date.

Payment:

This provision instructs the vendor where to send the bill for payment.

Warranty:

This provision explains that the County would require that vendors warrant their goods and services that are supplied to the County and that they are suitable for and will perform in accordance with the purposes for which they are intended. This provision provides the County with some level of protection in the case of any defects in the supplied goods.

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