Return registration form to:
Office of Purchasing, Florida Institute of Technology, 150 W. University Blvd., Melbourne, FL 32901-6975
Telephone (321) 674-8110 • Fax (321) 674-7509 • Email purchasing@fit.edu
VENDOR TO COMPLETE BELOW
*Name of Firm _________________________________________________________________________________________________________________________ *Telephone Number ___________________________________________________ Fax Number _____________________________________________________ *Purchase Order Mailing Address __________________________________________________________________________________________________________ *Remittance Address ____________________________________________________________________________________________________________________ *Type of Business (Check all applicable)
Corporation (FIN No. )
Partnership (SS No. )
Proprietorship (SS No. )
Type
Number of years in business under present name and address
or other:__________________________________________
Written Confirmation Required upon Receipt of PO. (PO accepted, Vendor agrees to terms on pages 2–3)
Email address, PO Email address (preferred)______________________________________________________________________
*Signature________________________________________________________________________
*Print Name ___________________________________________ Title ______________________________________________ Date _______________________ ( )( )
Purchasing Banner Number
(1099)
1. ORDER/AGREEMENT. These terms and conditions are made part of the attached purchase order (“Order”) issued by Florida Institute of Technology, Inc. (“FIT”) to the supplier
identified in the Order (“Seller”) to purchase certain goods and/or services described in the Order (“Goods”). The Order is binding on the parties when Seller (i) returns written acceptance, (ii) makes any shipment of Goods to FIT, or (iii) accepts the Order in any other manner. The terms of the accepted Order, including these General Terms and Conditions, shall constitute the entire agreement between the parties (collectively the “Agreement”). In the event of a conflict between any of the terms on the face of an Order and those contained in these General Terms and Conditions, the terms on the f
ace of the Order shall control. Any additional terms in any proposal, quotation, invoice, acknowledgement or other communication from Seller are hereby objected to and rejected, and shall not be binding on FIT.
2. PRICE. The total price of the Goods shall be as stated in the Agreement and unless otherwise specified therein, the price for Goods shall be fixed. No additional charges
or assessments of any kind (including, without limitation, freight/shipping charges, packaging charges, surcharges or taxes (other than any applicable sales taxes)) will be allowed unless such charges are clearly specified in the Agreement.
3. PACKING; SHIPPING. Seller shall describe, mark and pack Goods in a manner appropriate to ensure the Goods’ protection until delivered to FIT. Each box or crate shall be
marked with FIT’s purchase order number, shipping address and Seller’s name. A copy of the packing list/invoice must be affixed to the outside of each shipment. Seller shall comply with any and all delivery directions and instructions set forth in the Order. If Seller fails to follow FIT’s directions and instructions, Seller shall compensate FIT for any resulting increase in transport costs or other expense to FIT.
4. DELIVERY; INSPECTION; ACCEPTANCE. TIME IS OF THE ESSENCE as to Seller’s supply of Goods, and Seller shall be responsible for any related damages. All Goods shall be
delivered in the quantities, to the location(s) and on the date(s) set forth in the Agreement within the specified lead times. Goods are subject to inspection and acceptance at FIT’s location notwithstanding any prior payment. Non¬conforming Goods may be held or returned at Seller’s risk and expense. Seller specifically agrees to pay FIT all costs related to rejection of Goods. Seller shall not repair or replace nonconforming Goods unless FIT so directs. Except for customary quantity variations recognized by trade practice, Goods in excess of those specified will not be accepted. Such excess Goods will be held and returned to Seller at Seller’s risk and expense in the same manner as nonconforming Goods.
5. BILLING. Seller shall issue invoices, bills of lading and packing lists in accordance with FIT’s requirements. Time periods for payment (which shall be at least 30 days) and
discounts shall begin upon receipt of both conforming Goods and complete and accurate invoices and all supporting documentation. FIT may make payment using Bank of America’s card payment system.
6. SALES TAXES. Unless otherwise stated, the prices do not include sales, use, excise and similar tax
es applicable to the Goods. FIT is exempt from the payment of sales and use
tax under Florida law. FIT’s Florida sales tax Certificate of Exemption number is 85-8012646509C-2. If FIT’s exemption is not applicable, all such taxes and similar charges shall be shown separately on Seller’s invoice.
7. WARRANTY. Seller expressly warrants that all the Goods covered by this Order will be (i) in exact accordance with the description, drawing and/or specifications provided in
the Order, (ii) new and unused, (ii) free from defects in material and/ or workmanship, (iii) merchantable and of good material and workmanship, (iv) fit and sufficient for their intended purpose to the extent Seller knows or has means to know of such purpose; (v) in compliance with the standards in Seller’s industry and with all applicable laws, rules or regulations; and (vi) in the case of services, performed in a professional and workmanlike manner. Such warranty shall survive delivery, acceptance, inspection, testing, payment and use of Goods. No disclaimer of warranty, limitation of warranty or liability, or exclusion of damages for breach of warranty appearing in any invoice or other form used by Seller shall have any effect on the warranties contained in this Agreement.
8. REMEDIES. If any of the Goods fails to meet the foregoing warranties, Seller, upon notice thereof fr
om FIT, shall promptly correct or replace the same at Seller’s expense.
If Seller shall fail so to do, FIT may cancel the Order as to all such Goods, and in addition, may cancel the then remaining balance of the Order. After notice to Seller, all such Goods will be held at Seller’s risk. FIT may, and at Seller’s direction shall, return such Goods to Seller at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller. Any payment for such Goods shall be refunded by Seller unless Seller promptly corrects or replaces the same at its expense. In addition to the foregoing remedies for breach of warranty and other remedies provided for in the Agreement, (i) FIT may require Seller to refund the purchase price for, or repair or replace at FIT’s option and at Seller’s expense, any Goods (or re-perform any service) that fails to comply with the Agreement, (iii) FIT reserves the right to return nonconforming Goods as provided for in paragraph 4 above, (ii) FIT reserves the right to cancel all or part of the undelivered portion of any order if Seller does not make deliveries as specified or if Seller otherwise breaches the terms of this Agreement, and (iii) FIT shall have the right to terminate this Agreement as provided in paragraph 9 below. All remedies herein are cumulative and in addition to all rights and remedies provided by law or equity.
9. TERMINATION. FIT may by written notice to the Seller cancel the Agreement for default in whole or, from time to time, in part, (i) if the Seller fails to deliver the Goods or to
perform the services within the time specified in the Agreement, (ii) if the Seller fails to deliver Goods which conform to the contractual requirements, or to perform any of the other provisions of the Agreement, or so fails to make progress as to endanger performance of the Agreement in accordance with its terms, or (iii) if the Seller becomes insolvent, or commits an act of bankruptcy. If the Agreement is terminated for default, FIT shall have any and all rights and remedies which the law provides for failure to perform in accordance with contract requirements.
10. MODIFICATION OR CANCELLATION OF ORDERS.
a. Modification. FIT may by written order make changes in drawings or specifications require additional work, increase or decrease quantities of Goods or direct the
omission of work covered by an Order. No modification or amendment to an Order shall be binding or enforceable unless in writing and signed by an authorized
representative of FIT.
b. Cancellation. FIT may cancel any Order at any time without cause and if such cancelled Goods were stock merchandise, FIT’s sole liability shall be to pay for Goods
shipped pursuant to the Agreement prior to cancellation. If such cancelled Goods were manufactured to FIT’s specifications, then, upon notice, Seller shall cease all performance related to such Goods (unless otherwise directed by FIT) and FIT shall pay Seller its actual costs for work and materials incurred in accordance with the Agreement, consistent with applicable lead times. Upon such payment, title to any work, materials and Goods shall pass to FIT.*
11. INFRINGEMENT. Seller warrants that the sale and use of Goods will not infringe, directly or indirectly, any patent, trademark, trade name, trade secret, copyright or any
proprietary right of another. If any Goods or the use thereof is held to infringe any proprietary right and its use enjoined, Seller shall, at its expense, procure for FIT and its customers the right to continue using said Goods or replace said Goods with a substantially equal, but non-infringing product acceptable to FIT. If further use of the Goods is not possible, Seller shall accept return of any unsold Goods and refund to FIT all costs related to such Goods, including but not limited to the purchase price and transportation costs.
12. INDEMNIFICATION. Seller shall indemnify, defend (with counsel satisfactory to FIT) and hold FIT, its affiliates and subsidiaries, and their respective officers, trustees,
employees, successors, assigns, insurers, customers and agents (“Indemnified Persons”), harmless against any and all claims, demands, actions, causes of action, liability, losses, damages, costs, expenses and reasonable attorneys’ fees, which an Indemnified Person may incur in any way related to any Goods, or Seller’s performance or negligent acts or omissions, including without limitation claims for personal injury, breach of warranty, infringement, strict liability, property damage, defect, or based on warning, instructions or government action. Seller agrees that its obligations herein shall survive the termination or expiration of the Agreement.
13. COMPLIANCE WITH LAWS. Seller, at its expense, shall comply with all laws, regulations and requirements applicable to Goods, to the supply of Goods to FIT and to
Seller’s performance hereunder. Seller and its subcontractors shall comply with all wage, workers compensation, equal opportunity and reporting obligations. The Equal
Opportunity and Affirmative Action Contract Clauses contained in Section 202 of Executive Order 11246, as amended, 41CFR 60-1.4 and 41CFR 60-250.4 are incorporated in this purchase order by reference. Buyer and Buyer’s subcontractors shall abide by the requirements of 41 CFR 60-741.5(a),
which is incorporate herein by reference. This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. Buyer and Buyer’s subcontractors shall abide by the requirements of 41 CFR 60-300.5(a), which is incorporated herein by reference. This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
14. LABELING LAWS. Seller shall label containers of all Goods which are known to constitute a health, poison, fire or explosion hazard in accordance with all labeling laws of
the state to which such Goods are shipped. In the absence of any such law, Seller shall label such containers in accordance with “American National Standard for Hazardous Industrial Chemical-Precautionary Labeling,” published by the American National Standards Institute, Inc.
15. FORCE MAJEURE. Neither party will be held responsible for a breach, delay or failure of performance of any obligation hereunder that results from war, act of God or natural
disaster (e.g. fire, earthquake or flood), or governmental action not due to the fault of the party (e.g. e
mbargo).
16. ASSIGNMENT. Seller shall not assign or subcontract any of its rights, duties or obligations under the Agreement without FIT’s prior written consent. Such consent if granted
printformshall not relieve Seller of its obligations under the Agreement.
17. MISCELLANEOUS. Failure to require strict performance of any provision of the Agreement shall not constitute a waiver or default by a party or diminish that party’s right to
subsequently demand strict compliance therewith. The headings herein are for convenience only and shall not affect interpretation. If any provision of the Agreement, or the application thereof, to any person or circumstance shall for any reason and to any extent be invalid or unenforceable, the remainder of the Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the maximum extent possible. The Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to conflict of law provisions thereof). Seller consents to the exclusive jurisdiction of the appropriate federal court in the U.S. District Court for the Middle District of Florida or of the state courts in Brevard County, Florida for any legal or equitable action arising out of or in connection with the Agre
ement. Seller waives any and all objections to venue in such courts.
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