Standard Purchase Order Terms and Conditions

The DECCO Difference

1.0  Any reference in the following to Purchaser is meant to refer to “DECCO, Inc.”.

The term Engineer is meant to refer to the person or firm selected or designated by the Owner to receive, review and evaluate submittals and other criteria relevant to the project.

The term Owner is defined as the party that has entered into a contract with the Purchaser which may include but is not limited to an Owner, Owner’s Representative, Engineer, or a General Contractor.

The term Vendor is meant to refer to that corporation or entity designated as Vendor on the face of the purchase order.

2.0  Schedule

• Vendor recognizes that time is of the essence in this contract that Purchaser will suffer serious harm, financial and otherwise, if all aspects of the schedule are not met.
• When submittals are required for all deliverables, the Shop Drawing Submittal Period begins with the earlier of verbal issuance of a purchase order number or receipt of a written purchase order at the Vendor’s address given on the face of the purchase order; it ends upon receipt of a complete engineering submittal package in the offices of Purchaser, whose address is given above. The Delivery Period begins with the receipt by the Vendor of approved submittals at the Vendor’s address given on the face of the purchase order and ends upon delivery of all components within the Vendor’s scope at the Ship To address given on the face of the purchase order. The Vendor shall be allowed five working days for resubmittal of rejected submittals; resubmittals shall be forwarded to Purchaser via overnight courier.  Time lost due to the Owner’s, Engineers or Purchaser’s proper rejection of a second or subsequent submittal must be made up by the Vendor by reducing the Delivery Period.  Timely submittals to maintain schedule are the Vendor’s responsibility.
• It is recognized that an approval period of approximately two to four weeks will be required by Purchaser and the Engineer for evaluation of the Vendor’s submittals. Any increase in this review period will only permit the Vendor a day-for day extension of final delivery date; the Vendor must still deliver all goods within the fixed time period allowed between receipt of approved documents and delivery.  Saturday, Sunday and holiday deliveries may be refused until the next workday.  In the event that submittals required resubmittal, the Vendor shall be allowed five working days from receipt at Vendor’s office until receipt at Purchaser’s office for resubmittal.

3.0  All materials and equipment shall be new. Workmanship and materials shall be of the best quality, and all fabrication shall be done in a good and workmanlike manner and in accordance with the best shop practices.  Vendor shall, if required, furnish satisfactory evidence of the kind and quality of materials purchased by Vendor.  Vendor shall not substitute materials for those specified without Purchaser’s prior written approval.

4.0  Submittals shall be submitted in accordance with the appropriate specification section and the schedule noted on the purchase order.  Ten prints of shop drawings and technical literature and two reproducible copies for all items requiring shop drawings shall be submitted.  Every effort shall be made to assure that submittals are complete in respects to the specified requirements.  All submittals shall be bound and furnished with a cover letter or index relating each items in the submittal package with the specifications in a way that shall be demonstrate to the Engineer full compliance.  Failure to furnish a submittal package in such fashion may result in a “Request for  Additional Information” which shall constitute a rejection and is thereby subject to the instructions listed in paragraph 2.0 B in these terms and conditions.  In this way the submittal shall allow the Engineer to evaluate all aspects of the materials and equipment as they relate to the specifications or performance requirements.    All exceptions shall be explicitly noted with an explanation as to why the exception is taken or why it offers superior value to the Owner.  Partial submittals will not constitute a “submittal” by the Vendor and will not be submitted for review by the Engineer.

5.0  Warranties and Representations

• Vendor warrants that all goods and services will be free of any claim of any nature by any third person and that the Vendor will convey clear title to Purchaser
• Vendor warrants and represents that all goods shall conform to all sections, subsections, and related specification sections of the referenced contract documents. The goods, materials and equipment shall be designed specifically for the use and service for which they are intended.  Purchaser is specifically relying upon Vendor’s expertise in assuring compliance with the Owner’s or Engineer’s intentions and the Owner’s requirements.
• Vendor warrants and represents that all goods sold hereunder will be free from all defects in design, workmanship, and materials shall be of merchantable quality.
• If any failure to meet the warranties appears within the earlier of 18 months from shipment or 18 months from the date of Substantial Completion of the project. Purchaser shall promptly notify Vendor in writing.
• Nothing within this section is meant to limit the remedies, which Purchaser may otherwise have under law.

6.0  Shipping

• Transportation charges on goods shall be included within the Total Amount stated on the purchase order. All freight or shipping charges must be prepaid by Vendor.
• Five days prior to any partial or complete shipment to job site Vendor shall provide the following information to Purchaser’s representative stated in 1.0 above:

1.)  Description of shipment
2.)  Estimated weight and dimensions
3.)  Method of shipment
4.)  Name of carrier
5.)  Estimated job site arrival date
6.)  Waybill or bill of lading number(s) shall be furnished upon shipment

• Purchaser shall be notified again 24 to 48 hours before shipment arrival at job site.

7.0  Operation and Maintenance Manuals and Installation Manuals shall meet all requirements of the specification and shall be submitted to Purchaser no later than 60 days following approval of shop drawings or engineering documents but not later than two (2) weeks prior to shipment.  Ten (10) sets of manuals meeting the requirements of the specifications or lacking these, as necessary for full description of operation and maintenance, shall be included.  One (1) additional set shall be shipped with the equipment.

8.0  The rights under this contract are non-assignable and the duties and obligations assumed hereto cannot be delegated to a third party.

9.0 Payment

• Payment of amounts billed in accordance with the purchase order or per any Purchaser requested and approved schedule of values shall be made by Purchaser to the Vendor no later than the net thirty days from invoice.
• To assure the most prompt inclusion of Vendor’s requisition in Purchaser’s invoice to the Owner, the Vendor shall submit his invoice(s) to Purchaser only during a seven-day period each month. This seven-day period shall be determined at a later date and transmitted to the Vendor by Purchaser.  Invoices received by Purchaser after this seven day period will be in included in the subsequent invoice from Purchaser to the Owner and will increase the payment period to the Vendor by a nominal 30 days.  Failure by Purchaser to inform the Vendor of the seven-day period at least 30 days before scheduled shipment shall alleviate the Vendor from the conditions of this paragraph 9.0 B.
• The amount of payment to the Supplier / Vendor shall be equal to a mutually agreed percentage of delivered materials, less the percentage retained. In cases where the retained amount is not specified, Purchaser shall retain 10% of the amount due the Suppler / Vendor The balance shall be paid when the material of this purchase order is fully delivered in accordance with the contract documents and all performance requirements have been demonstrated.

10.0  Performance bond:  At Purchaser’s request, Vendor or Vendor’s subcontractor may be required to furnish a completion bond which would be paid for by Purchaser.

11.0  Spare parts shall be included in the stated price as called for in the specifications and / or in the purchase order.  If no specific requirements are listed for spare parts, the Vendor shall furnish, concurrent with submission of drawings for approval, a list of spare parts recommended for one year of operation with itemized prices that shall be valid for ninety (90) days.  The list shall include pictures, sketches, and / or drawings of the equipment and related parts to facilitate selection and ordering in time for availability at equipment start-up.  Spare parts shall be individually protected and packaged in a suitable container for long-term storage with the contents therein properly identified for each specification section or equipment item by the Vendor.

12.0  Vendor’s services for installation, start-up and /or training shall be included in the stated price as called for in the specifications and  / or in the purchase order.  If no specific requirements are listed, the Vendor shall submit per diem rates with estimated per diem expenses and the location from which the service personnel shall be coming.  Vendor shall indicate the estimated number of visits and total days required for installation.

13.0  If the Vendor is required to perform installation, start-up, or training at the Owner’s or Purchaser’s location, the Vendor shall comply with the following:

Vendor shall maintain worker’s compensation, general liability, automobile, and umbrella insurance for the minimum amount required by the general contract that this subcontract applies to or as outlined below, whichever limits and coverage’s are higher with a carrier acceptable to “DECCO, Inc.” and has a minimum A. M. Best’s Rating of A- with a Financial Size of VII or greater.  The carrier must be authorized to conduct business in the jurisdiction.   Insurance certificates shall be provided. Attached to each certificate of insurance shall be a copy of the Additional Insured Endorsement that is part of the Vendor’s Commercial General Liability Policy.  These certificates and the insurance policies shall contain a provision that coverage is afforded under the policies will not be cancelled or allowed to expire until 30 days prior written notice has been given to “DECCO, Inc.”.  The Owner, Architect, Engineer and “DECCO, Inc.” shall be named as an additional insured on a primary and non-contributory basis on all liability and excess policies.  Coverage for “DECCO, Inc.” shall include completed operations coverage.

Minimum required insurance limits (coverage on an occurrence basis):

1. Commercial General Liability (CGL) with limits of Insurance of not less than $1,000,000 each occurrence and $2,000,000 Annual Aggregate.
2. If the CGL coverage contains a General Aggregate Limit, such General Aggregate shall apply separately to each project.
3. CGL coverage shall be written on ISO Occurrence form CG 00 01 (10 93) or a substitute form providing equivalent coverage and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury. Coverage must include explosion, collapse, underground (XCU) and subsidence if the contracted work includes digging, excavation, grading or use of explosives.
4. General Contractor, Owner and all other parties required of the General Contractor, shall be included as insured’s on the CGL, using ISO Additional Insured Endorsement CG 20 10 (11 85) or CG 2010 (10 93) AND CG 20 37 (10 01) or CG2033 (10 01) AND CG2037 (10 01) or an endorsement providing equivalent coverage to the additional insured’s. This insurance for the additional insured’s shall be as broad as the coverage provided for the named insured. It shall apply as Primary and non-contributing Insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured.
5. Vendor shall maintain CGL coverage for itself and all additional insured’s for the duration of the project and maintain Completed Operations coverage for itself and each additional insured for at least 3 years after completion of the Work.

Automobile Liability

1. Business Auto Liability with limits of at least $1,000,000 each accident.
2. Business Auto coverage must include coverage for liability arising out of all owned, leased, hired and non-owned automobiles and for carriers subject to the Motor Carrier Act of 1980 must include endorsement #MCS-90 with a primary limit of $1,000,000 for each accident.
3. Purchaser, General Contractor, Owner and all other parties required of the General Contractor, shall be included as additional insured’s on the auto policy.

Commercial Umbrella

1. Umbrella limits must be at least $5,000,000.
2. Umbrella coverage must include as insured’s all entities that are additional insured’s on the CGL.
3. Umbrella coverage for such additional insured’s shall apply as primary before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured other than the CGL, Auto Liability and Employers Liability coverage’s maintained by the Vendor and seek no contribution.

Workers Compensation and Employers Liability

1. Employers Liability Insurance limits of at least $500,000 each accident for bodily injury by accident and $500,000 each employee for injury by disease.
2. Where applicable, U.S. Longshore and Harborworkers Compensation Act Endorsement shall be attached to the policy.
3. Where applicable, the Maritime Coverage Endorsement shall be attached to the policy

Waiver of Subrogation

1. Vendor waives all rights against Purchaser, Contractor, Owner, Architect, and Engineer and their agents, officers, directors and employees for recovery of damages to the extent these damages are covered by commercial general liability, commercial umbrella liability, business auto liability or workers compensation and employers liability insurance maintained per requirements stated above where permitted by law.
2. To the fullest extent permitted by law, the Vendor hereby acknowledges and agrees that it shall indemnify, hold harmless and defend the General Contractor, the Owner. Architect and Engineer and any of their officers, directors, employees, agents, affiliates, subsidiaries and partners from and against all claims, damages, losses and expenses, including but not limited to, attorney’s fees, arising out of or resulting from the performance of the Vendor’s Work under this purchase order, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than to the Work itself) including loss of use resulting there from, and (2) is CAUSED in whole or in part by any acts or omissions of the Vendor, its employees, agents or Vendors or anyone directly or indirectly employed by any of them, or anyone whose acts any of them may be liable.
3. The Vendor hereby acknowledges its obligation under the foregoing paragraph to indemnify the Purchaser against judgments suffered because of the Vendor’s work and to assume the cost of defending the Purchaser against claims as described in the foregoing paragraph.