Purchase Order Terms & Conditions

• THE CITY OF LAWRENCE IS NOT RESPONSIBLE FOR MATERIALS, SUPPLIES OR EQUIPMENT DELIVERED WITHOUT AUTHORITY OF ITS WRITTEN ORDER.  Notice is hereby given of our objection to any terms and conditions additional to, or different from, those set forth herein.
• Do not over ship or substitute.  Ship exactly as ordered.  No obligations are assumed by us with respect to goods shipped in excess of the requirements of the shipping schedule, if any, unless agreed upon in writing.
• All material shipped by freight, express or parcel post, MUST BE SHIPPED FOB DESTINATION, FREIGHT PREPAID AND ALLOWED, unless otherwise arranged for and expressly stated on this order.   DELIVERIES FOB SHIPPING POINT are not allowed.
• Include itemized packing slips with all shipments or deliveries.  Show the name of the CITY DEPARTMENT for whom delivery is intended.
• Invoices must be rendered on enclosed packing slip on data of COMPLETE SHIPMENT of all materials on this order.
• Use separate invoice for each order.   Invoices must be itemized in detail.   An itemized invoice is one set forth in items and in such form that anyone reading same may readily understand the kind, quantity, quality and prices.
• All materials, supplies and equipment received are subject to inspection and acceptance by the City of Lawrence.
• If unable to fill this order exactly in accordance with description unit and price thereon communicate at once with the issuing City Department for instructions.  The City reserves the right to reject and return at the shipper’s expense, any and all materials or supplies delivered which do not conform to our description or specifications.
• If there is any part of this order you cannot fill promptly or within the time specified, notify the applicable department at once.  In case of unreasonable delay in delivery or delivery of goods inferior to those specified, or in case of any other default of the vendor, the Chief Procurement Officer shall have the right at its option to cancel this order in whole or in part, and the City may procure the goods or services from other sources and hold the vendor responsible for any part, and excess cost, expense and damages occasioned thereby.
• The vendor accepting this order agrees to assume the defense of, indemnify, and hold of the City of Lawrence, its agents and its employees, harmless from all suits, costs, expenses, claims and damages arising from the use of the described materials because of actual or alleged infringement of any copyrights, patent or patent right of any invention or any other cause.  The vendor further represents and warrants that the unit prices charged herein are not higher than any applicable legal maximum prices submitted under existing governmental regulations and are not in excess of those currently charged to other governmental, institutional, or commercial users for similar items, quantities and deliveries.
• The workmanship, quantities and qualities of goods which are to be paid for hereunder shall be to the satisfaction of the receiving department and before final acceptance by the department all matters of dispute must be adjusted to the satisfaction of the department.  In case any such question shall arise, resolution of such questions by vendor shall constitute a condition precedent to the right of the vendor to receive payment.
• Goods delivered to us (whether paid for by us or not) including but not limited to machinery, or equipment to be assembled or installed, shall not be deemed finally accepted until after installation, testing, inspection and/or use, as the case may be, we find them in accordance with our specifications.
• In the event that the goods or services ordered hereunder require, in connection with the installation of said equipment or the supervision of said services at any locations or building site in the City of Lawrence, the services of a supervisor or expert connected with your company and you agree to furnish the same, either without charge or at a specified rate per day, it is understood that such supervisor shall not, while performing such duties, be deemed an agent, servant or employee of the City of Lawrence, and you assume full responsibility for all acts and omissions of such party.
• All blueprints, drawings, dies, patterns, tools etc. prepared or constructed by you and paid for by the City of Lawrence shall be the property of the City of Lawrence; and upon completion of deliveries under this order, or in case of the cancellation of this order for any reason, you agree to deliver to the City of Lawrence all blueprints, drawings, dies, patterns, tools etc. which may have been either furnished or paid for by us.
• Vendor shall adhere to all applicable federal, state and local laws in connection with the procurement of any good or service for the City of Lawrence.
• You hereby expressly warrant that the goods shipped hereunder shall conform to the description and specifications herein provided, shall be of good design, material and workmanship, free of defects, shall be merchantable, and shall be fit for the purpose for which the goods are required by us.  No disclaimer, exclusion, limitation or modification of any of the aforesaid warranties shall be deemed effective.
• The construction, validity and interpretation of this agreement and each term used herein, the rights and obligations of the parties with respect to performance hereunder, as well as the liabilities which may arise hereunder, shall be governed, defined and determined under the laws of the Commonwealth of Massachusetts without regard to the choice law rules of any other jurisdiction.  The sole and exclusive forum for the resolution of any suit or claim arising out of this order/agreement shall be the Superior Court of Essex County, or the United States District Court, sitting in Boston, MA.
• You hereby warrant that no law, rule or ordinance of the United States, a State, City of Lawrence or any other governmental authority or agency has been violated in the manufacture or sale of any items covered by this order.
• Force Majeure.  Neither party shall be liable to the other or be deemed to be in breach of this purchase order for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence.  Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather.  Dates or times of performance shall be extended to the extent of delays caused by events described this Section, provided that the party whose performance is affected notifies the other promptly of the existence and nature of such delay.