Purchase Order Terms & Conditions

1. The offer to purchase herein is made of the terms and conditions stated, and no others. Acceptance of this offer will be limited to the terms and conditions of this offer. This contract constitutes the entire agreement between the parties. No change of any term, condition, delivery price, quality, quantity or specification will be effective without the prior written consent of District. Objection is hereby made to any proposed change whether major or minor character.

2. No change will be allowed for handling which includes packing, wrapping, bags, containers or reels, etc., unless specifically stated herein.

3. All invoices, packing lists, packages, container shipping notices and any other written document related to this contract shall state the applicable purchase order number in a conspicuous place. A packing list shall be enclosed with each and every shipment, indicating the content of shipment.

4. For hazardous chemical products, contractor must provide Material Safety Data Sheets and comply with Oregon Administrative Rules Chapter 437, Division 155, Hazard Communication.

5. SHIPPING INSTRUCTIONS: Unless otherwise stated herein, all goods are to be shipped prepaid, FOB Destination. Where specific authorization is granted to ship goods FOB Shipping Point, the contractor agrees to prepay all shipping charges, route cheapest common carrier, and to bill District as a separate item on the invoice for said charges. Each invoice for shipping charges shall include the original or a copy of the bill indicating that charges for shipping have been paid. The contractor also agrees that District has the right to refuse any COD shipment.

6. Contractor warrants all goods or materials supplied conform to specifications herein, are fit for the intended use and sufficient for the purposes manufactured, merchantable, of good material and workmanship and free from defects.

7. Contractor warrants all goods or materials supplied are free and clear of all liens, claims or encumbrances of any kind whatsoever.

8. All goods or materials are subject to the approval of District. Any rejection of goods or materials, whether held by District or returned, will be at the contractor's risk and expense.

9. Contractor shall obtain and hold all necessary permits and licenses, which may be required to provide the goods and services under this Purchase Order. These terms and conditions are not to be construed as exclusive remedies or as a limitation upon rights or remedies that may be available under Oregon Law, including ORS Chapter 71, Uniform Commercial Code.

10. Contractor shall provide competent supervision of personnel employed on the job, use of equipment and quality of workmanship. 

11. Any person in the employ of the Contractor shall comply with District policies and procedures while performing services on District property. It shall be Contractor's responsibility to train employees on the relevant District policies and procedures, including but not limited to: Code of Conduct, Security Clearance, Safety, Uniform, Operation of Motorized Vehicles, Parking, and Accident/Incident report.

12. Contractor shall bear the risk of loss, injury or destruction and any loss, injury or destruction shall not release the contractor from any obligation herein.

13. Contractor shall credit, repair or replace at no charge any item received defective by District or which becomes defective during the warranty period, and be responsible for payment of ALL transportation costs for the return and redelivery of the item.

14. Contractors hired into a position having direct, unsupervised contact with students certify that they have undergone a nationwide criminal records check and fingerprinting. Contractor  agrees by acceptance of this order that no employee, or employee of its subcontractor, who is required to register as a sex offender, pursuant to ORS Chapter 163A, will perform work on District premises or equipment at any time when District students are, or are reasonably expected to be, present.  Contractor further agrees by acceptance of the Purchase Order that a violation of this condition shall be considered a material breach and may result in a cancellation of the order at the District’s discretion.

15. In the event that District is entitled to a cash discount, the computation period shall commence on the date of delivery, or receipt of correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to defect or damage, the computation period shall commence on the date final approval for payment is authorized by District.

16. Time of delivery or completion of services is of the essence, and District reserves the right to cancel any undelivered or uncompleted portion of this contract for failure of contractor to timely deliver or complete services.

17. Contractor shall indemnify, defend and hold harmless District from all costs, expenses, damages, attorney fees (including fees on appeal) in connection with any claim, suit, or proceeding (including negligence, patent, trademark, copyright or franchise infringement) arising from the purchase, installation or use of the goods or materials supplied or services provided.

18. In the event suit or action is instituted by District for any default or breach of this contract, contractor shall pay all costs, expenses and reasonable attorney's fees (including fees on appeal) expended or incurred by District in connection therewith.

19. The failure of District to enforce any provision, term or condition herein shall not operate or be construed as a waiver of the provision, term or condition or of a prior or subsequent breach, or of the right of District to enforce its rights herein.

For contractor's breach, in addition to all available rights and remedies at law and in equity, District has the right to cancel and terminate this contract forthwith on oral or written notice to contractor. For District's breach, contractor's remedy is limited to termination of this contract and receipt of payment for any goods or materials previously supplied or services provided.

20. Contractor shall not assign or transfer its interest in this contract without prior written approval of District.

21. Contractor shall not subcontract its responsibilities under this contract without prior written consent of the District.

22. The provisions of this contract shall be construed in accord with the provisions of the laws of the State of Oregon. Any action or suit under this contract must be brought in the appropriate Oregon court.