DEFINITIONS: The term “Buyer” means City of Winter Park and the term “Seller” means the person, firm or corporation from whom the goods or services have been ordered.

AGREEMENT: This purchase order, including these terms, conditions and the specifications hereto, constitute the sole and entire agreement between the parties hereto. (Seller’s acceptance of this purchase order is limited to the terms and conditions hereof, and written confirmation, commencing performance, or making deliveries hereunder constitutes such acceptance, notwithstanding Seller’s proposals or terms additional to or different from those set forth in this purchase order). The Seller’s quotation is incorporated in and made part of this purchase order only to the extent of specifying the nature and description of the goods and services ordered, and then only to the extent that such items are consistent with the other terms of this purchase order. No course of prior dealings between the parties and usage of the trade shall be relevant to supplement or explain any of the terms or conditions hereof.

TIME IS OF THE ESSENCE: Failure to deliver goods/services of the quality and quantity and within the time(s) specified by this order shall, at the option of the Buyer, relieve any obligation to accept and pay for such goods/services, as well as any undelivered shipments should there be any, and upon failure to deliver as specified the Buyer may procure like goods/services elsewhere and charge the Seller with any increased cost or other loss incurred thereon, pursuant to Chapter 672 of the Florida Statutes, unless deferred shipment be agreed to by the Buyer in writing. Any failure by Buyer to exercise its option with respect to any shipment of goods shall not be deemed to constitute a waiver with respect to subsequent shipments. This provision is not in lieu of and the Buyer does not waive the remedies provided by law.

WARRANTY: Seller warrants to Buyer: (a) that the goods/services shall be of the quality specified or of the best grade of their respective kinds if no quality is specified, shall conform to the specifications, drawings, samples and other descriptions contained herein and to representations made by Seller or its representatives, fit for Buyer’s particular purpose; (b) that at the time the goods/services are accepted by Buyer, the goods/services shall have been produced, sold, delivered and furnished in strict compliance with any and all applicable Federal and State laws, regulations, acts, rules, local ordinances, labor agreements; and (c) that the goods/services furnished hereunder are free of any claims or liens of whatever nature whether rightful or otherwise, of any person, corporation, partnership or association..

MODIFICATIONS: This Agreement can be modified or rescinded only in writing signed by both parties or their duly authorized agents.

WAIVER: No waiver by either Seller or Buyer with respect to any breach or default of or with respect to any provision or condition of the Agreement, shall be deemed to constitute a continuing waiver of any other breach or default of or with respect to the same or any other provision or condition of this Agreement. No claim or right arising out of a breach of this agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right, unless the waiver or renunciation is supported by considerations and is in writing signed by the aggrieved party.

INDEMNIFICATION: Seller agrees to protect, indemnify, save and hold harmless Buyer, its officers and employees, from and against all losses, costs and expenses, and from and against all claims, demands, suits and actions for damages, losses, costs and expenses and from against all liability awards, judgements and decrees of whatsoever nature for any and all damages to property of Buyer or others and for any and all injury to any person arising out of or resulting from the negligence of Seller, breach of this order in the manufacture of the goods, from any defect in materials or workmanship, the failure of the good to perform to its full capacity as specified in the order, specifications or other data, or from the breach of any express or implied warranties.

INSPECTION: Buyer shall have a reasonable amount of time after delivery within which to inspect the goods. Buyer shall give written notice to Seller of any rejection of goods and goods rejected will, at the Seller’s expense, be returned to Seller or otherwise disposed of as Seller shall reasonably request. The cost of inspection of goods rightfully rejected shall be charged to Seller. If reasonable inspection disclosed that part of the goods received are defective or nonconforming, Buyer shall have the right to cancel any unshipped portion of the order. Payment for goods on this order prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Buyer may have against Seller. The making or failure to make any inspection of or payment for or acceptance of the goods, shall in no way impair Buyer’s right to reject nonconforming goods, recover damages or exercise any other remedies to which Buyer may be entitled; notwithstanding Buyer’s knowledge of the nonconformity, its substantiality, or ease of its discovery.

TAXES: The City of Winter Park is a non-profit governmental operation and not subject to federal excise or state sales tax.

CONTINGENCIES: Performance of any obligation under this Agreement may be suspended by either party, without liability, to the extent that an act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel or power, governmental laws, regulations or orders, or any other cause beyond the reasonable control of such party, or labor trouble, strike, lockout or injunction (whether or not such labor event is within the reasonable control of such party), delays, prevents, restricts or limits the performance of this Agreement. The affected party shall invoke this provision by promptly notifying the other party of the nature and estimated duration of the suspension period. At Buyer’s option, the Agreement may be terminated or modified. If the Buyer fails to modify the Agreement within thirty (30) days of receipt of notification from the Seller, the Agreement lapses with respect to any deliveries affected.

PACKING AND CARTAGE: No charge will be allowed for packing, boxing, or cartage, unless agreed upon at the time of purchase, but damage to any goods not packed to insure proper protection to same will be charged to Seller. Buyer’s order number, part number and quantity shipped will be marked or tagged on each package and bill of lading. Buyer’s count will be accepted as final and conclusive on any shipment not accompanied by an itemized packing slip. Delay in or non-receipt of packing lists, statements or invoices in the number of copies specified, or errors or omission in any of these will be just cause for withholding payment without loss of case discount privilege.

FREIGHT: Unless the Purchase Order expressly states otherwise, all goods shall be shipped FOB, Destination: the “Ship to” location designated in the Form. Risk of loss shall not pass to Buyer until goods called for in this Purchase Order have been received and accepted by the Buyer. Seller assumes full responsibility for packing, crating, marking, transportation and liability for loss and/or damage even if Buyer has agreed to pay freight, express or other transportation charges Original shipping bill must be attached to invoice.

QUANTITY: The quantities of goods as indicated on the face hereof, must not be exceeded without prior written authorization from Buyer. Excess quantities may be returned to Seller at Seller’s expense.

DISCOUNT: Discount will be calculated from the date of satisfactory delivery, acceptance, or from receipt of correct invoice, whichever is the latter.

ASSIGNMENT: No right or interest in this Agreement shall be assigned by Seller without the written permission of the Buyer, and no delegation of any obligation owed by either Buyer or Seller shall be made without the written permission of the other party. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes.

MISCELLANEOUS: The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Florida. Venue for any legal action shall lie in Orange County, Florida.

EQUAL EMPLOYMENT OPPORTUNITY STATEMENT: Buyer is an Equal Employment Opportunity (EEO) employer. The Seller agrees upon accepting this Purchase Order that he/she will not discriminate in employment, employee development, or employee advancement because of religious or political opinions or affiliations, race, color, national origin, sex, age, physical handicaps or other factors, except where such factor is a bona fide occupational qualification or is required by State and/or Federal law.

PROMOTIONAL ENDORSEMENT: Vendor shall acquire no right to use, and will not use the name of the City of Winter Park (either alone or in conjunction with or as a part of any other work or name) in advertising, publicity or promotion to express or imply any endorsement of the vendor’s products or services, or in any other manner unless authorization/approval is provided by the City of Winter Park Communications Department.

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