The Terms and Conditions listed below will govern all matters relating to the goods and/or services provided by your company (the “Vendor”) to Randolph County Government (the “County”) under this purchase order. Additional terms and conditions stated on the face of this purchase order shall take precedence over any conflicting terms and conditions stated below. Any terms and conditions not stated on the face of this purchase order but incorporated by reference therein shall be binding only if provided or signed by the County and attached hereto. In the event that a binding written contract signed by both the Vendor and the County exists, the terms and conditions of that contract shall supersede any conflicting terms and conditions below or on the face of this purchase order.
- If Vendor refuses to accept the purchase
order terms and conditions exactly as written,
Vendor will return it at once with explanation.
- North Carolina state sales tax and Randolph
County sales tax: The County is
not exempt from
North Carolina State sales tax in the amount of
4.75% or Randolph County sales tax in the amount of
- No boxing, packing, cartage, or
shipping charges will be allowed by County unless
specifically authorized on the face of this purchase
- The conditions of this purchase order
are not to be modified by any verbal understanding.
Any changes must be in writing or by “Changed
Purchase Order” which has been approved by the
- The County may terminate
this purchase order at any time by providing written
notice to the Vendor. Vendor shall cease performance
immediately upon receipt of such notice.
not over ship or substitute. Ship exactly as
ordered. If unable to fill this order exactly in
accordance with description, unit and price thereon
communicate at once with the Purchasing Officer for
instructions. The County reserves the right to
reject and return at shippers expense any and all
goods delivered which do not conform to our
description or specification.
- Any cash
discount period to County will date from County’s
receipt of the invoice or from the date of the
receipt of goods, whichever is later.
“FOB Origin” is stated on the face of this purchase
order, the risk of loss and damage to goods which
are the subject of this purchase order remain on
Vendor until the goods are delivered to the
destination set out in this purchase order and
accepted by the County.
- The County may inspect
all products prior to acceptance. The County’s
failure to accept or reject products or services
shall not relieve Vendor from liability for products
or services that are defective or do not meet
specifications. Rejected products shall be returned
to Vendor at Vendor’s risk and expense.
- Vendor warrants that the products and services
furnished pursuant to this purchase order shall: (a)
comply with all federal, state and local laws
applicable thereto; (b) satisfy all requirements set
forth on the face of this purchase order and any
applicable documentation incorporated herein; (c)
meet industry standards and be suitable for the
purpose intended; (d) be of merchantable quality;
and (e) be free from defects in title, labor,
material or fabrication.
- If Vendor fails to
deliver or perform as and when specified, or if the
County determines that Vendor will not be able to
deliver or perform due to insolvency or other
reason, the County may cancel this purchase order or
any part thereof, without prejudice to its other
rights, to return part or all of any shipment so
made and to charge Vendor with any loss or expense
sustained as a result of such failure to deliver or
- Vendor will defend, indemnify, and
save the County harmless from any and all loss,
damages, costs, fees, and expenses incurred on
account of any and all claims, suits, or judgements
alleging that any product or service provided under
this purchase order violates any patent, copyright,
trade secret, trade name, or any other intellectual
property right of any nature.
- If any product
provided hereunder is alleged to be defective in any
respect whatsoever, Vendor will defend, indemnify
and save harmless the County from all loss, damages,
costs, fees, or expenses incurred in connection with
any accidents, injuries, or damages to persons or
property that are alleged to have resulted in whole
or in part from the performance thereof.
Vendor performs services or constructs, erects,
inspects, or delivers hereunder, Vendor will
indemnify and save harmless the County from all
loss, damages, costs, fees, or expenses incurred in
connection with any accidents, injuries, or damages
to persons or property that are alleged to have
resulted in whole or in part from the performance
- Vendor agrees not to release any
advertising or other materials using the County’s
trademark, quoting the opinion of any County
employee or implying in any way that the County
endorses Vendor or its products or services.
- Vendor represents and warrants that no federal or
state statute or regulation or municipal ordinance
has been or will be violated in the manufacture,
sale, or delivery of any product or service sold and
delivered hereunder and if such violation is
alleged, Vendor will indemnify and save the County
harmless from all loss, penalties, fees, costs, and
expenses resulting in whole or in part from such
violation or allegation.
Requirements: Vendor shall comply with the
requirements of Article 2 of Chapter 64 of the North
Carolina General Statutes, and shall require each of
its subcontractors to do so as well.
shall pay all sales or use taxes that are or become
due in connection with any products or services
provided hereunder, and shall indemnify and save
harmless the County from any damages, costs, fees,
expenses, or penalties on account of such taxes.
Vendor may charge the County only for those taxes
that are applicable to the goods and/or services
being provided under this purchase order.
County may at any time insist upon strict compliance
with these terms and conditions notwithstanding any
previous custom, practice, or course of dealing.
Acceptance of the purchase order includes acceptance
of all terms, conditions, prices, delivery
instructions and specifications as shown on this
order or attached to and made a part of this order.
- The terms and conditions of sale as stated in
this purchase order govern in event of conflict with
any terms of Vendor’s proposal, and are not subject
to change by reason of any written or verbal
statements by Vendor or by any terms stated in
Vendor’s acknowledgement unless accepted in writing
by the County.
- This purchase order is
governed by North Carolina law. Any legal actions
arising from this purchase order shall be brought in
Randolph County, North Carolina.
Divestment Act: Vendor certifies that (a) it is not
identified on the Final Divestment List or any other
list of prohibited investments created by the NC
State Treasurer pursuant to NC G.S. 147-86.58 et al; (b)
it will not take any action causing it to appear on
any such list during the term of the purchase order,
and (c) it will not utilize any subcontractor to
provide goods or services hereunder that is
identified on any list.
- Notwithstanding any
other provisions of this purchase order, this
purchase order and all materials submitted to the
County by the Vendor a subject to the public records
laws for the State of North Carolina and it is the
responsibility of the Vendor to properly designate
materials that may be protected from disclosure as
trade secrets under North Carolina law as such and
in the form required by law prior to the submission
of such materials to the County. Vendor understands
and agrees that the County may take any and all
actions necessary to comply with federal, state, and
local laws and/or judicial orders and such actions
will not constitute a breach of the terms of this
purchase order. To the extent that any other
provisions of this purchase order conflict with this
paragraph, the provisions of this section shall
- Intellectual Property: All
intellectual property, including, but not limited
to, patentable inventions, patentable plans,
copyrightable works, mask works, trademarks, service
marks and trade secrets invented, developed, created
or discovered in performance of services under this
purchase order shall be the property of the County.
Copyright in and to any copyrightable work,
including, but not limited to, copy, art, negatives,
photographs, designs, text, software, or
documentation created as part of the Vendor’s
performance of services under this purchase order
shall vest in the County. Works of authorship and
contributions to works of authorship created by the
Vendor’s performance of services under this purchase
order are hereby agreed to be “works made for hire”
within the meaning of 17 U.S.C. 201.
shall be considered to be an Independent Contractor
and as such shall be wholly responsible for the work
to be performed and for the supervision of its
employees. Nothing herein is intended or will be
construed to establish any agency, partnership, or
joint venture. Vendor represents that it has, or
will secure at its own expense, all personnel
required in performing the services under this
purchase order. Such employees shall not be
employees of or have any individual contractual
relationship with the County.
- Randolph County
Government opposes discrimination on the bases of
race and sex and urges
all of its contractors to provide a fair opportunity
for minorities and women to participate in their
work force and as subcontractors and vendors under
- Neither party shall be
deemed to be in default of its obligations hereunder
if and so long as it is prevented from performing
such obligations by an act of war, hostile foreign
actions, nuclear explosion, earthquake, hurricane,
tornado, or other catastrophic natural event or act
of God. Either party to the purchase order must take
reasonable measures and implement reasonable
protections when a weather event otherwise defined
as a force of majeure event is forecast to be
eligible to be excused from the performance
otherwise required under this purchase order by this
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