• ROCK HILL SCHOOL DISTRICT THREE

    PURCHASE ORDER TERMS AND CONDITIONS

    BY ACCEPTANCE OF THIS ORDER SELLER AGREES WITH BUYER AS FOLLOWS:

    1. This order may be accepted only upon the terms and conditions set forth herein. If this purchase order is based upon a written Invitation for Bid or Request for Proposal, terms contained in those documents shall, if in conflict, supersede those contained herein. When so accepted, this order contains the complete and final agreement between the buyer and seller respecting the goods and services specified. Any additional or different terms proposed by the seller are hereby rejected unless accepted in writing by Rock Hill School District Three. All purchase orders must be signed to be valid.
    1. The seller, by acceptance of this order, will be deemed to represent that seller has complied, or will comply, with all applicable federal, state and local laws and ordinances and all lawful orders, rules, and regulations thereunder.
    2. Seller warrants that the prices stated therein or on his invoice are as low as any net prices now given by seller to any other customer for like goods and services, and seller agrees that if at any time during the life of this order he quotes or sells at lower net prices, similar goods or services under similar conditions, such lower prices shall, from that time, be substituted for the prices provided herein.
    3. All shipments are to be made F.O.B. destination, freight prepaid, to the “ship to” address, unless otherwise indicated on this form. All transportation, insurance, crating and/or packing charges are to be entered as separate items on sellers invoice. The Purchase Order number must appear on all packing lists, invoices and correspondence.
    4. Payment will be made in accordance with Rock Hill School District Three policies. All cash discounts offered will be evaluated but will not be considered in the award of a contract.
    5. Subject to conditions beyond the control of the seller, delivery or completion must actually be affected within the time stated on the purchase order. If for any reason whatsoever, including conditions beyond the control of the seller, completion is not timely; the buyer reserves the right to obtain the goods or services elsewhere and to charge the seller with any loss incurred as a result thereof or, at his option, to cancel the order. It is understood that time is of the essence under this agreement. Complete shipments are preferred; however partial shipments may be acceptable and payable. Final payment will not be made until order is filled in its entirety or until unfilled items are cancelled. Whenever the seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, seller shall so inform buyer.
    6. Any materials shipped in excess of the quantity specified in the order may, at District’s option, be returned to seller at seller’s expense. Buyer will not be obligated to pay for services or labor provided in excess of that specified in the order.
    7. All goods purchased hereunder shall be subject to inspection by the buyer to the extent practicable at all times and places, including the period of manufacture. Notwithstanding any prior inspection or payments hereunder, items shall also be subject to final inspection prior to acceptance within a reasonable time after delivery. No inspection or test made prior to the final inspection shall relieve the seller from responsibility for defects or other failure to meet the requirements of this order.
    8. Seller warrants that all items delivered hereunder shall be free from defects in workmanship, material, and manufacture and shall comply with the requirements of this agreement including any drawings or specifications incorporated in design. Seller further warrants that all items purchased hereunder shall be of merchantable quality and shall be fit and suitable for the purpose intended. The foregoing warrants are conditions to this agreement and are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance or payment by the buyer. If any warranties specified herein or otherwise, applicable are breached by the seller, buyer may elect: (1) require the seller to correct at seller’s sole expense any defect or nonconformance by repair or replacement, or (2) return any defective or nonconforming goods to seller at the sellers expense and recover from the seller the price thereof. The foregoing remedies are in addition to all other remedies at law or as contained in this agreement and shall not be deemed to be exclusive. The foregoing representation and warranties shall survive acceptance of the goods or services.
    9. The manufacturer guarantees that the design of equipment being purchased conforms to NFPA, UL, ANSI, OSHA and any other existing safety standards in effect at the time of shipment.
    10. Provisions of the Rock Hill School District Three Procurement Code have been complied with in issuing this order. This order shall be governed in all respects by the laws of the State of South Carolina. Jurisdiction of any dispute regarding the terms and conditions of this order shall be vested in the courts of York County, State of South Carolina. This order shall not be modified except by written agreement of buyer and seller.
    11. This purchase order is not assignable by the seller without the prior written consent of the buyer.
    12. In the event that this order is terminated in whole or in part for the convenience of Rock Hill School District Three, it shall not be obligated to pay any amount to the seller or any party for damages.
    13. The failure of the buyer to enforce at any time any of the provisions of this agreement shall in no way be construed as a waiver of such provision nor in any way affect the right of the buyer thereafter to enforce each and every provision of the agreement.
    14. Rock Hill School District Three is an affirmative action/equal opportunity employer and does not discriminate on the base of race, color, religion, sex, national origin, age, handicap or veteran status. The seller will take affirmative action in complying with all federal and state requirements concerning fair employment of the handicapped, and concerning the treatment of all employees and applicants for employment without discrimination by reason of race, color, religion, sex, national origin, age, handicap or veteran status.
    15. Any seller or any of its subcontractors who violate federal, state, local, or Rock Hill School District Three policies for safety, health, or environment will be required to correct the violation to the extent permitted by applicable law.
    16. Seller agrees to comply with the requirements of state and federal drug free workplace requirements, District Three’s tobacco-free policy, and the provision of Chapter 13, Title 8 (State Ethics Act), South Carolina Code of Laws, 1976.
    1. Iran Divestment Act:  (a) The Iran Divestment Act List is a list published by the Board pursuant to Section 11-57-310 that identifies persons engaged in investment activities in Iran.  Currently the list is available at the following URL:  http://procurement.sc.gov/PS/PS-iran-divestment.phtm (.)  Section 11-57310 requires the government to provide a person ninety days written notice before he is included on the list.  The following representation, which is required by Section 11-57-330A is a material inducement for the District to award a contract to you.  (b) By signing your offer, you certify that, as of the date you sign, you are not on the then current version of the Iran Divestment Act List.  (c) You must notify the Procurement Officer immediately if, at any time before posting of a final statement of award, you are added to the Iran Divestment Act List.
    1. Suspension and Debarment: By submitting a proposal (IFB/RFQ), the applicant certifies, to the best of its knowledge and belief that the applicant and/or any of its principals, sub grantees, or subcontractors are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal agency; have not, within a three-year period preceding this application, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) contract or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, tax evasion, or receiving stolen property; and are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated above. Applicant has not, within a three –year period preceding this application, had one or more contracts terminated for default by any public (federal, state, or local) entity.
    2. Unless otherwise waived by Rock Hill School District Three, at Contractor’s sole expense, Contractor shall procure and maintain the following minimum insurances with insurers licensed in South Carolina and rated A-VII or better by A.M. Best.
      1. Statutory Workers’ compensation and Employer’s Liability Insurance in an amount not less than ($500,000).
      2. Commercial General Liability insurance with limits of liability not less than one million dollars ($1,000,000) per occurrence, Rock Hill School District Three, its officers, employees, and agents shall be named as an additional insured with respects to the General Liability Insurance policy, and such status as additional insured shall be evidenced by a written endorsement to the policy provided to owner.
      3. Commercial Automobile Liability insurance for all owned, non-owned and hired vehicles with limits of liability not less than one million ($1,000,000) combined single limit.
    3. Prior to commencing work, contractor shall provide certificates of insurance to Rock Hill School District Three for each such policy required in subparagraphs (A) through (C). The Certificate Holder shall be listed as Rock Hill School District Three, Risk Management, 660 N. Anderson Road, Rock Hill, SC 29731. In the event contractor receives notice of cancellation of insurance required pursuant to this agreement, contractor shall immediately cease performance of all services and shall provide notice to Rock Hill within twenty-four (24) hours. Contractor shall have no right of recovery or subrogation against Rock Hill School District Three (including its officers, agents and employees). If contractor assigns or subcontracts any of its rights or duties hereunder, contractor shall ensure that the assignee or subcontractor satisfies all requirements of this agreement, including, but not limited to, maintenance of the required insurance coverage and provision of certificate(s) of insurance and required endorsements in proper form prior to commencement of services.
    4. Contractor agrees to protect, defend, indemnify and hold Rock Hill School District Three, its officers, employees and agents free and harmless from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings or causes of action of every kind in connection with or arising out of this agreement and/or the performance hereof that are due, whether in whole or in part, to the negligence of the contractor, its officers, employees, subcontractors or agents. Contractor further agrees to investigate, handle, respond to, provide defense for, and defend the same at its sole expense and agrees to bear all other costs and expenses related thereto.
    5. Rock Hill School District Three is NOT RESPONSIBLE FOR WORKERS' COMPENSATION. No workers compensation insurance shall be obtained by Rock Hill concerning Contractor, employees of Contractor, or sub-contractors of the Contractor.