1- If this purchase order is not signed by the Seller and returned to the Buyer within ten (10) calendar days from the date hereof, then at the option of the Buyer, same may be cancelled.
2- Unless specifically stated otherwise, prices in this Purchase Order are inclusive of all applicable Federal, State (stated separately) and local taxes.
3- The Seller shall provide prior to manufacture and delivery for the Buyer’s information and approval all samples, submittals, shop drawings or other descriptive information or literature which are required by and which conform to the Contract Documents listed in scope of work along with any other attachments thereto. This order is subject to and contingent upon approval of all technical data and shop drawings submitted and as approved by the Architect. All items shall be specified, indicated and intended throughout the Contract Documents complete in their entirety. No material shall be manufactured or delivered until all samples, submittals and shop drawings are approved or RELEASED in writing by project manger or higher.
4- No substitutions or changes in this Purchase Order will be accepted unless approved by the Buyer in writing.
5- By acceptance of this Purchase Order, the Seller grants the right to the Buyer to make periodic visits to the Seller’s plant or those of its subcontractors or suppliers for inspection of material or to determine actual progress of manufacture.
6- Final inspection shall be at the Buyer’s premises or project jobsite unless otherwise agreed to in writing. Materials rejected as not conforming to the Purchase Order or shipped to wrong address shall be returned at the Seller’s expense including transportation and handling costs. No inspection or acceptance of, or payment for, any material or equipment shall relieve the Seller from its obligations or liabilities herein or if payment was paid in full at time release, all monies shall be return with five ( 5 ) business days
7- Fire, flood, strikes, lock-out, epidemic, accident or other causes beyond the reasonable control of the parties which prevent the Seller from delivering or Buyer from receiving and/or using any of the items covered by this Purchase Order shall operate to suspend deliveries during the period required to remove such cause subject, however, to the Buyer’s right of cancellation as set forth in paragraph 8 of this Purchase Order. There shall be no suspension of deliveries without a written request from the Seller and acceptance by the Buyer.
8- The Buyer reserves the right to cancel this Purchase Order or any part thereof without penalty if the Seller fails to comply with the terms and conditions of this transaction or fails to prosecute the Work with promptness and diligence or fails to make shipment within the time specified.
9- If the Seller files for bankruptcy or receivership or makes any assignment for the benefit of creditors or is placed in bankruptcy or receivership, the Buyer may cancel this Purchase Order in whole or in part without liability.
10- Unless specifically stated otherwise, all shipments covered by this order are understood to be prepaid by the Seller. Risk of loss in transit shall be upon the Seller.
11- The Seller shall employ such labor, work practices and delivery methods and take whatever other steps may be necessary in order not to cause any strikes or work stoppages or slowdowns by workers employed by the Buyer or any other subcontractor, subsubcontractor or materialmen involved with the subject project.
12- The Seller shall indemnify the Buyer and the Owner and any agent of AL&S Inc and hold them harmless from any liability, damage or expense, including attorney’s fees, arising out of any claim, suit or proceeding based in whole or in part upon an alleged infringement of any patent, trademark, trade name, or trade secret or for unfair competition, relating to any of the material or equipment furnished hereunder.
13- The Seller warrants that the material and equipment furnished and installed hereunder shall be free from latent and patent defects and in full conformity with the requirements of this Purchase Order and the Contract Documents. The Seller also warrants that the material and equipment are fit for the Buyer’s purpose and that set forth in the Contract Documents. These warranties shall survive acceptance of and payments for the material and equipment. The Seller further shall hold the Buyer, the Owner, agent of AL&S Inc. and any other users harmless from any loss, damage or expense whatsoever, including attorney’s fees, which maybe suffered as a result of a breach of any of these warranties. Unless otherwise specified or agreed in other Contract Documents, the Seller, using the Contractor’s standard Form of Guarantee attached, guarantees his equipment and material for a period of five (5) years after completion and acceptance of the Work and agrees to rectify without expense to the Owner or Buyer any defects found. On failure of the Seller to act promptly after written notification, the Buyer may provide a remedy for the failure at the expense of the Seller, including all Buyer associated costs, overhead and profit.
14- The Seller shall assume the entire responsibility for, including attorney’s fees, and agrees to indemnify and hold the Buyer and the Owner harmless against any and all damage or injury of any kind, including deaths, to persons (including employee of the Seller) or to property caused by or in any way related to, in whole or in part, directly or indirectly, any act or omission, negligent or otherwise, of the Seller, his agents or employees.
15- The Seller, by acceptance of this Purchase Order, warrants full compliance with all applicable local, State or Federal laws and regulations including statutory requirements as to American production and labor standards.
16- Payment under this Purchase Order shall be subject to deductions of any valid claim of the Buyer against the Seller arising from this or any other transaction.
17- The Seller will not be allowed charges for boxing, packing or crating unless by prior written agreement.
18- The Seller shall not assign or sublet all or any part of this Purchase Order or any monies due or become due hereunder with the Buyer’s prior written consent.
19- Any and all claims, disputes and other matters in question arising out of, and/or relating to, this Purchase Order, or the breach thereof, shall be decided solely in the state court system, in the State of New York, and venue in any other such action must be placed in the County of Suffolk. If the dispute in question is the subject of a provision in said Contract Documents, Seller shall be bound by any decision of the Owner and/or its Architect made in accordance with the Contract Documents. Seller represents that it has reviewed and is familiar with any and all disputes provisions in the Contract Documents, including but not limited to any Arbitration provision therein, and the Seller specifically agrees to be bound by any such Arbitration provision as if it were named as a party thereto and to participate in any Arbitration proceeding held pursuant thereto and to be bound by the result to the same extent as Buyer is bound by the result.
20- This Purchase Order contains all the agreements between the parties and supersedes all previous documents or understandings.
21- Monthly progress Payments if not paid in full at release: Ninety Percent (90%) of the material deliveries within three (3) working days after the Buyer receives payment form the our customer.
Final Payment: Balance due thirty (30) calendar days after the Buyer has received final payment from the owner, and when Buyer has received a fully executed release from the Seller.
22- Within ten (10) calendar days of the date of this Purchase Order and before any payments are made under this Purchase Order, the Seller shall submit to the Buyer for written approval a Schedule of Values for the principal subdivision of the Work, separating materials and, aggregating the Purchase Order amount. On the fifteenth (15th) day of each month projected to the end of the month during the progress of the Work, the Seller shall submit to the Buyer a notarized Application and Certificate for Subcontract Payment consistent with the approved Schedule of Values indicating the percentage of completion in each of the principal subdivisions for all work delivered during the month. Application and Certificate for Subcontractor Payment shall be submitted, and shall indicate the Seller name, address and all other information required to process the application, including state and local Sales taxes shown separately. No certificate given or payment made under this Purchase Order, shall be conclusive evidence of the performance of the Purchase Order, and no payment, including final payment shall be construed as an acceptance of defective workmanship or the use of improper materials.
23- The material called for by this Purchase Order shall be delivered to the Buyer free from any claims, liens and charges whatsoever. It is further mutually agreed between the parties hereto that no payment under this Purchase Order, shall be conclusive evidence of the performance of this Purchase Order, either wholly or in part, and that no payments shall be construed to be an acceptance of defective or the use of improper materials. The final payment shall not relieve the Seller form the responsibility for the discharge of any liens, for making available to the Buyer for examination and audit all records pertaining to the Work on or in connection with the Project and for the correction of defective Material. All invoices shall be accompanied by notarized affidavits from the Seller and all its subsubcontractors acknowledging that they have received payment for material supplied during the preceding month (for example, an invoice dated February 25 shall cover material supplied in February; the affidavit shall acknowledge receipt of payment for material supplied in January).
24. Waiver of Rights Under New York Mechanics Lien Law:
Seller or any other entity furnishing materials for the Work, or any other alterations or additions thereto shall not have and hereby waive any right to file any mechanics notice of intention, mechanics lien, stop notice or any other filling or make any other claim under the New York Mechanics Lien Law. Seller shall include the forgoing provision in each of its contracts with subcontractors (i.e. Subsubcontractors) and suppliers and require that each Seller include this provision in their contracts with their subcontractors and suppliers.