DELETE THESE INSTRUCTIONS BEFORE FINALIZING CONTRACT

PURPOSE: A form for purchasing goods and services up to $50,000 annually in lieu of using a longer contract form.

If a Purchase Order is being issued pursuant to an existing contract (for example: a State cooperative purchasing contract), then these Purchase Order Conditions do not apply, even if they are printed on the back of the Purchase Order.

ITEMS TO BE COMPLETED PRIOR TO EXECUTION:

1. Typically the Purchase Order Conditions will be attached to the back of the Purchase Order. The order must include a description of the actual goods/services, quantity, price, and delivery schedule. Attach any quote, specifications or descriptive literature provided. All of these documents make up the contract. If insurance is required, specify insurance requirements in the Purchase Order.

2. Confirm that the contractor’s quote does not include language that conflicts with the Purchase Order Conditions.

3. All Purchase Orders should be processed through Eden. Exceptions may be warranted and should be discussed with the Finance Department.

4. Obtain contractor’s signature or express written consent to the Purchase Order Conditions. Otherwise, retain evidence that contractor has received the Purchase Order Conditions. This means the Purchase Order Conditions must be sent via certified mail, facsimile, or e-mail (print copy of sent email).

5. Pursuant to the Procurement Code, the using Department Director or Financial Services Manager may approve any purchase up to $50,000. The Finance and Management Services Director may approve any purchase up to $100,000. Three quotes are required if the annual price will range from $10,000 to $50,000.

6. If the type goods or services may be needed in the event of an emergency, provide contractor’s name, phone number, and type goods/services supplied to Gilbert to the Emergency Management Coordinator (480) 503-6333.

NOTE: If Purchase Order is being issued pursuant to an existing written contract, these Purchase Order Conditions do not apply. IN GENERAL

A. Agreement. A Purchase Order shall describe the goods/work, quantity, price, and delivery schedule. Gilbert may withdraw a PO prior to acceptance. Any offer not accepted within 30 days shall be deemed withdrawn. Vendor’s commencement of work or shipment of goods pursuant to a Purchase Order constitutes acceptance of the Purchase Order and these Conditions (collectively referred to hereafter as the “PO”). The PO constitutes the entire Agreement of the parties. Gilbert’s failure to insist on strict compliance with the PO shall not waive its rights to enforcement.

B. Changes. A PO may not be changed or modified unless approved in writing by both parties. 

C. Invoices. A separate invoice shall be issued for each shipment and each job completed. Invoices shall include the PO number, and dates when goods were shipped or work performed. Taxes and all costs shall be included in the PO price. Invoices shall be sent within 30 days following performance. Gilbert may deduct up to 10% of the payment price for late invoices. Payment will only be made for satisfactory goods/services received.

D. Litigation. This PO is governed by Arizona law. Any suit related to this PO shall be brought in Arizona courts and the prevailing party is entitled to recover its reasonable attorney’s fees and costs. Parties shall have all remedies available at law, except as otherwise provided herein. 

GOODS

1. Quality. Unless otherwise stated in the PO, all goods shall be new, of good quality and free of defects. All goods shall come with manufacturer’s standard warranties and instructions.

2. Shipping and Delivery. Unless otherwise stated in the PO, Vendor shall ship and deliver goods at its own expense to the location specified. Vendor shall bear all risk of loss during shipping and delivery. Each package of goods must contain a memorandum showing shipper’s name, contents of package, and PO number.

3. Acceptance. Gilbert shall inspect and test goods upon delivery. If goods do not comply with the PO, Gilbert, after notifying Vendor in writing, may return the rejected portion of goods to Vendor at Vendor’s expense or hold the same for disposal as Vendor shall indicate, without invalidation of the remainder of the PO; or Gilbert may reject all goods and cancel the PO.

4. Warranty. Vendor warrants that all goods delivered shall conform to the PO (including all descriptions, specifications, drawings, and samples), will be free of defects in material and workmanship and free of defects in design, and fit for the intended purposes. Inspection or acceptance by Gilbert shall not alter the warranty.

5. Intellectual Property. Vendor shall defend and hold harmless Gilbert for alleged patent infringement, unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished, and Vendor shall indemnify Gilbert against any and all expenses, losses, royalties, profits and damages including costs and attorney’s fees resulting from any such suit or proceeding, including any settlement or judgment. If Gilbert elects to participate in any such suit or proceeding , the costs of such representation shall be paid by Vendor.

SERVICES

1. Quality. All work shall be of good quality and free of defects, performed in a diligent and professional manner, and performed only by persons holding valid licenses required for the work.

2. Work Site. Vendor shall inspect the work site and notify Gilbert in writing of any deficiencies or needs prior to commencing work.

3. Acceptance. If work is rejected by Gilbert due to noncompliance with the PO, Gilbert, after notifying Vendor in writing, may require Vendor to correct the deficiencies at Vendor’s expense, or cancel the PO and pay Vendor only for work properly performed.

4. Warranty. Vendor warrants all work for a period of one (1) year following final acceptance by Gilbert. Upon receipt of written notice from Gilbert, Vendor at its own expense shall promptly correct work rejected as defective or as failing to conform to the PO, whether observed before or after acceptance, and whether or not fabricated, installed or completed by Vendor, and shall bear all costs of correction. If Vendor does not correct deficiencies within a reasonable time specified in the written notice from Gilbert, Gilbert may perform the work and Vendor shall be liable for the costs. This one-year warranty is in addition to, and does not limit Vendor’s other obligations herein.

5. Indemnification. Vendor shall indemnify, defend and hold harmless Gilbert, its council, boards and commissions, officers, employees from all losses, claims, suits, payments and judgments, demands, expenses, attorney’s fees or actions of any kind resulting from personal injury to any person, including employees, subcontractors or agents of Vendor or damages to any property arising or alleged to have arisen out of the negligent performance of Vendor of the PO, except any such injury or damages arising out of the sole negligence of Gilbert, its officers, agents or employees.

6. Insurance. Vendor shall maintain all insurance coverages required by Gilbert, including public liability and worker’s compensation.

7. Independent Contractor. Vendor agrees it is an independent contractor for purposes of all laws, including but not limited to the Fair Labor Standards Act, Federal Insurance Contribution Act, Social Security Act, Federal Unemployment Tax Act, Internal Revenue Code, Immigration and Naturalization Act; Arizona revenue and taxation, workers’ compensation, and unemployment insurance laws.

8. Compliance. Vendor shall comply with applicable laws. Vendor warrants compliance with federal immigration law and use of E-Verify. The immigration law warranty set forth in A.R.S. § 44-14401 is incorporated herein by reference in full. 

9. Termination. Gilbert may terminate this PO or any part for convenience upon written notice to Vendor; upon receipt, Vendor shall immediately stop work and shall be paid for that percentage of work performed, plus any reasonable termination charge if set forth in the PO.