Purchase Order Terms and Conditions

Johnson-Lancaster and Associates, Inc., 13031 US 19 N, Clearwater, Florida 33764 (“JLA”), and vendor agree to the terms and conditions listed below:

1. GENERAL. The terms set forth in this purchase order cannot be changed by the vendor. No change in this order will recognized without the expressed permission of JLA.  If the order is not acceptable to the vendor, the vendor shall return the order to JLA.  Failure to deliver or to comply with any of the terms and conditions of this purchase order, and/or any attached agreement, shall be a material breach of said agreement and may disqualify the vendor from receiving future orders.

2. PURCHASE ORDER NUMBER. This purchase order and the vendors name must be clearly shown on all invoices, packing slips, delivery receipts and correspondence. Failure to clearly indicate the purchase order number may result in the return of invoiced material.

3. ACCEPTANCE. All terms and conditions referenced on this purchase order, along with any attached agreements signed by both parties, constitute the entire agreement between JLA and the vendor.  Vendor has accepted JLA’s purchase order and these terms and conditions upon vendor’s receipt of the purchase order, unless vendor notify JLA in writing of its rejection within ten (10) business days after receipt.

4. DELIVERY, TITLE/RISK OF LOSS. Title shall pass to JLA upon JLA’s acceptance of the conforming goods to the designated location. Notwithstanding any agreements to pay freight, express or other transportation charges, the risk of loss of the goods and/or services passes only with title to JLA.  Delivery shall be made during normal business hours. All containers shall be plainly marked with vendors name and purchase order number. Charges are not allowed for boxing or crating unless previously agreed upon in writing. C.O.D. shipments will not be accepted. In the event that JLA agrees to pay freight, all freight charges shall be fully prepaid and included in the invoice. The original shipping bill shall be included with the invoice. Prices are to be F.O.B. Destination unless specified in this order to the contrary. Delivery time and completion time are of the essence on all orders.

5. INSPECTION. All goods and services will be subject to inspection and test by JLA prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this purchase order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve vendor from responsibility for such goods or services as are not in accordance with this purchase order nor impose liabilities on JLA for them.  JLA’s payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered may be returned to vendor at vendor’s expense.  Payment, if any, made for any goods rejected hereunder shall be promptly refunded by vendor to JLA.  If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this purchase order, including any applicable drawings and specifications, then JLA, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such goods at vendor’s expense, require vendor to inspect the goods and remove nonconforming goods and/or require vendor to replace nonconforming goods or services with conforming goods or services. If vendor fails to make the necessary inspection, removal, and replacement in a time and manner satisfactory to JLA, JLA may at its option inspect and sort the goods; vendor will pay any related costs.

6. INVOICING. Invoicing shall fully comply with the applicable JLA purchase order and contain: vendor name and mailing address, purchase order number, invoice date, itemized invoice, number of items, type of items, unit price, extended price and total price. To ensure prompt payment of invoices, send all invoices related to this purchase order to JLA’s corporate headquarters located at 13031 US Hwy 19 N, Clearwater, FL 33764.

7. INDEMNIFICATION. The vendor shall indemnify and hold harmless JLA and its agents and employees from and against all claims, damages, losses, and expenses, including attorney’s fees arising out of or resulting from the performance of its work under this purchase order or attached agreement, where such claim, damage, loss, or expense is caused, in whole or in part, by the act or omission of the vendor, or anyone directly or indirectly employed by the vendor, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused by in part by a party indemnified thereunder. In any and all claims against JLA, or any of its agents or anyone directly or indirectly employed by the vendor, or anyone for whose acts any of them may be liable, indemnification obligation under this paragraph shall not be limited in any way by a limitation on the amount or type of damages, compensation or benefits payable by or for the custodial contractor, under workers compensation acts, or other related policies of insurance.

8. TERMINATION OF AGREEMENT. If either party fails or refuses to perform any of the provisions of this purchase order and/or attached agreement, or otherwise fails to timely satisfy the purchase order and/or attached agreement, either party may notify the other party in writing of the nonperformance and terminate the purchase order and/or attached agreement or such part of the purchase order and/or attached agreement as to which there has been delay or a failure to properly perform. Such termination is effective upon the party’s receipt of the Notice of Termination. Any work completed or services provided prior to the date of termination shall at the option of JLA, become the property of JLA. JLA is only responsible for payment for goods delivered, work completed or services provided prior to the effective date of termination.

9. WARRANTY. The vendor warrants that the goods and/or services supplied are suitable for the intended and advertised use and shall be of good workmanship and of proper materials, free from defects and in accordance with specifications.

10. MATERIAL SAFETY DATA SHEET. The vendor agrees to furnish JLA with a current Material Safety Data Sheet (MSDS) on, or before delivery of each and every hazardous chemical or substance purchased which is classified as toxic under Florida Statute 442. Appropriate labels and MSDS sheets shall be provided for all shipments.

11. RIGHT TO AUDIT. JLA shall be entitled to audit the books and records of the vendor to the extent that such books and records relate to the performance of this purchase order or attached Agreement. Said records shall be made available, upon request for audit purposes to JLA. Such books and records shall be maintained by the vendor for a period of three (3) years from the date of final payment under this purchase order unless a shorter period is authorized in writing.

12. COMPLIANCE WITH ALL FEDERAL, STATE AND LOCAL LAWS. It shall be the vendor’s responsibility to be aware of and comply with all federal, state, and local laws.

13. ATTORNEY’S FEES. In the event of any legal action to enforce the terms of this purchase order and/or these Terms and Conditions the prevailing party to any adjudication shall be entitled to its attorney’s fees and costs.

14. CONFIDENTIALITY. Both parties acknowledge that during the course of this transaction, each may obtain confidential information regarding the other party’s business.  Both parties agree to treat all such information and these Terms and Conditions as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this purchase order.  Upon request by an owner, all documents relating to the confidential information will be returned to such owner.

15. ASSIGNMENT. Vendor may not assign JLA’s purchase order without prior written consent of JLA.

16. MODIFICATION. The purchase order may only be modified or amended if the modification is made in writing and signed by both parties.

17. SEVERABILITY. If any provision of the applicable JLA’s purchase order and/or these Terms and Conditions shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of the applicable JLA’s purchase order and/or these Terms and Conditions is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

18. WAIVER OF CONTRACTUAL RIGHT. The failure of JLA to enforce any provision of the purchase order or its Terms and Conditions shall not be construed as a waiver or limitation JLA’s right to subsequently enforce and compel strict compliance with every provision of the purchase order or its Terms and Conditions.

19. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Florida and any trial shall by non-jury.  Vendor expressly waives any right to a jury trial.

20. TITLES. The titles to the Paragraphs of this Agreement are solely for the convenience of the parties and are not an aid in the interpretation of the instrument.

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