DEFINITIONS. The term Buyer shall mean the Housing Commission of Anne Arundel County and the term Seller shall mean the entity to which this purchase order is directed.
ACCEPTANCE. This Purchase Order shall constitute an offer to purchase, which offer, unless otherwise restricted by terms appearing on the reverse side of this order, may be accepted, prior to revocation or cancellation by BUYER, either by prompt delivery (within any time period specified for delivery) of conforming goods or by written acceptance of this order.
ALTERATIONS OR ADDITIONS. This order expressly limits acceptance of the terms stated herein, and any additional or different terms proposed by seller are rejected unless expressly agreed in writing signed by an authorized representative of Buyer.
AMENDMENTS. The purchase contract created by the acceptance of this purchase order may be modified or amended only by a writing signed by both parties or their duty authorized representatives.
EXTRAS. Seller will be paid in accordance with the prices, basing points and other terms set forth in the purchase contract or the purchase contract as duty amended, and unless specified therein no additional charges or extras will be allowed or paid by Buyer, including without limitation additional charges for freight, express, cartage, expediting, insurance and components.
QUALITY. All goods furnished under the contract shall be of first quality and free from defects in materials, design and workmanship and shall conform to any specifications set forth or incorporated by reference in this purchase order. Except as otherwise provided in the purchase order, all goods furnished hereunder shall be made of new materials and components.
RIGHT TO INSPECT. Buyer and its authorized representatives shall have the right, but not the obligation, to inspect the goods to be furnished at all reasonable times and places during manufacture and before and after delivery and notwithstanding any price or delivery term. All goods furnished shall be subject to final inspection by Buyer or its authorized representatives and acceptance at the final destination specified.
PACKAGING. All shipments under the contracts shall be boxed, crated, bundled and otherwise packaged in accordance with standard commercial practices or as otherwise specified in this order. No extra charge for such packaging will be allowed or paid by Buyer unless specified in the Contract.
MARKING. Each box, crate, bundle and piece shall prior to shipment by clearly stenciled, marked or otherwise identified with shipping symbols, serial numbers, weights, measurements and other identification as may be directed by Buyer or reasonably necessary to facilitate due delivery. No extra charge for such markings or identification will be allowed or paid by Buyer unless set forth in the contract.
COMPLIANCE WITH LAWS. Seller shall comply with all laws, ordinances, rules, orders and regulations of any governmental authority applicable to the manufacturer and delivery of the goods or services covered by the contract, including without limitation those established labor, safety, and equal employment opportunity standards and requirements and those particularly identified in any specifications or conditions incorporated herein by reference.
PATENTS. Seller shall defend, indemnify, and hold Buyer harmless from all loss, liability and expense on account of infringement or alleged infringement of any patent rights as a result of the purchase or use of the goods covered by the contract.
ASSIGNMENT. Seller shall not assign any interest or right in the purchase order or contract, including the right to receive any payment thereunder, without the prior written consent of Buyer.
DEFECTS. If Seller shall deliver or furnish goods or services hereunder which are defective or which fail to conform to this purchase order, Buyer shall have in addition to the rights set forth therein, all the rights and remedies available in equity and under the Uniform Commercial Code or other applicable law; including without limitation the right to evoke its acceptance, the right to return the defective or nonconforming goods to Seller at Seller’s expense for appropriate credit or refund, and the right to recover damages.
INDEMNIFY. Seller agrees to defend, indemnify, and hold Buyer harmless from and against loss, liability and expense on account of any claim against Buyer caused by the act or omission of Seller, or Seller’s employees, servants, or agents in the performance of the purchase order and without fault by Buyer.
DELAYS. The times or schedules for delivery specified in the contract are the essence. Seller shall be liable for damages resulting from delays or interference resulting from any cause other than Acts of God. Notwithstanding the foregoing, Buyer reserves the right to cancel and terminate the purchase contract at any time if seller fails to perform the purchase contract, or if it becomes reasonably apparent that Seller will fail or be unable to perform within the time required by the contract.
INSOLVENCY. In the event of any proceedings by or against Seller in bankruptcy or insolvency or for the appointment of a receiver or trustee or an assignment for the benefit of creditors or in the event of breach of any of the terms herein, Buyer may, at its option, cancel the contract without further liability, except for deliveries previously made.
INVOICING. All invoices shall be mailed to seller only at the address specified on the reverse of this purchase order; and none shall be delivered to Seller’s field personnel.
DISCOUNTS. Buyer shall be entitled to all payments, discounts specified in the contract or generally afforded Seller’s customers similarly situated; and the periods of time for determining the availability of such payment discounts shall be computed from the data, Buyer accepts delivery or the date Buyer receives Seller’s invoice, whichever is later.
APPLICABLE LAW. The purchase order and contract shall be governed by law, including the Uniform Commercial Code and the Housing Authorities Law, of the State of Maryland.