(November 2007)

1. Taxes: County is exempt from payment of Federal Excise Tax; Federal tax should not be included in any prices contained herein.
   
   
2. Alterations: No alteration in any of the terms, conditions, delivery, price, quantities, specifications or services of this contract will be effective without prior consent of the Purchasing Agent of the County.
   
   
3. Failure to Deliver: If Vendor fails to deliver an article or service of the quality or quantity, in the manner or within the time called for by this contract: such article or service may be bought from any source by Purchasing Agent and if a greater price than named in the contract be paid for such article or service, the excess price will be charged to and collected from Vendor or sureties on its bond if bond had been required; or, the County may terminate the contract for default; or, the County may return deliveries already made and receive a refund.  For any exception to the delivery date as specified on this Purchase Order, the Vendor shall give prior notification and obtain approval thereto from the Purchasing Agent of the County.  Failure or refusal of Vendor to perform any work or service or do any act required under this contract shall constitute a default.
   
   
4. Force Majeure: Vendor shall not be liable for any delay or failure to deliver any or all the goods if that delay or failure is caused by labor disputes, strikes, war, riots, insurrection, civil commotion, fire, flood, accident, storm or any act of God.  The County shall not be liable for failure to take delivery of the goods attributable to any of the causes specified in this paragraph if they render it commercially impractical for the County to receive the goods.  When either Vendor or the County claims an excuse for nonperformance under this paragraph, they must give reasonable notice to the other party.
   
   
5. Proposal, Quotation and Attachments: This contract incorporates by reference on the face of this form, the provisions of any related bid request issued by County, any bid submitted by Vendor, or both.  This contract incorporates by reference on the face of this form, the provision of any attachments.  Vendor agrees that in the event of conflicting language between this contract and Vendor’s printed form, the provisions of this contract shall take precedence.  This section shall supersede any language in the Vendor’s terms and conditions attempting to nullify County terms and conditions or to resolve language conflicts in favor of the Vendor’s terms and conditions.
   
   
6. Warranty:
   1. Warranty For Goods: Vendor warrants to the County and/or County customers that any and all goods covered by this contract will be new unless otherwise specified and will conform to the drawings, specifications, samples, description and time provisions furnished by the County and will be of first-class material and workmanship and free from defect.  In the event of a defect, malfunction or failure of the goods to conform with this warranty, the County shall have the right to require the Vendor to repair or replace the goods without charge within five (5) business days from being notified of the defect.  If the Vendor cannot replace the goods and repair either is not commercially practicable or cannot be made within such five (5) business day period, the County shall have the right to require the Vendor to refund the purchase price.  Defective goods rejected by the County may, without prejudice to any other legal remedy (including, without limitation, incidental and consequential damages) be held at Vendor’s risk and returned to Vendor at Vendor’s expense.  This warranty shall not be deemed to be waived by the County for any reason, including, without limitation, the County’s acceptance of the goods or the County’s failure to notify Vendor thereof.  Further, the failure of the County to reasonably specify any defects in rejected goods shall not prevent the County from relying on the defect to establish a breach, even though the Vendor could have cured the defect on proper notification.
   2. Warranty for Services: Vendor warrants to County that any and all materials and equipment furnished under this contract will be new unless otherwise specified and that all services will be of good quality, free from faults and defects and in conformance with the contract.  Neither final payment nor inspection of Vendor’s services shall constitute an acceptance of services not done in accordance with this contract or relieve Vendor of liability in respect to any express warranties or responsibilities for faulty material or workmanship.  Upon request of County, Vendor shall immediately remedy any defects in the services, materials and/or equipment and pay for any damage resulting therefrom.  The County shall have the unqualified option to make any needed replacement or repairs itself or to have such replacement or repairs done by the Vendor.  In the event the County elects to have said work performed by the Vendor, the Vendor agrees that the repairs shall be made and such materials as are necessary shall be furnished and installed within a reasonable time after the receipt of demand from the County; however, in no event shall such period exceed fifteen (15) calendar days.  If the Vendor shall fail or refuse to comply with its obligations under this section, the County shall be entitled to all costs and expenses, including attorney’s fees, reasonably incurred by reason of the said failure or refusal.
      
      
7. Termination: At any time and without cause, the County shall have the right, at its sole discretion, to terminate this contract by giving seven (7) calendar days written notice to Vendor.  In the event of such termination, Vendor shall only be entitled to payment for those goods that have been delivered and accepted by the County or services satisfactorily rendered through the date of termination.
   
   
8. Identification:Purchase Order number must appear on all invoices, packing lists, shipping notices, instruction manuals, and any correspondence.  Invoices must be fully itemized and show date, weights, sizes, quantities, discounts, etc.  Render separate invoices for each Purchase Order.
   
   
9. Cash Discounts: In connection with any cash discount specified in this contract, time will be computed from the date of completed delivery of the goods or the completion of the performance of services as specified, or from the date that correct invoices are received if the latter date is later than the date of delivery and/or performance.  For the purpose of earning the discount, payment shall be deemed to have been made on the date of mailing of the County warrant or check.  Payment shall be made within thirty- (30) days following County’s receipt of itemized invoices in triplicate.  Payment shall be made at the prices stipulated herein for goods or materials delivered or services rendered and accepted less deductions, if any, as herein provided.  Payment on partial deliveries or services may be made whenever amounts due so warrant or when requested by the Vendor and approved by the County.
   
   
10. Assignment: This contract may not be assigned in whole or in part without the prior written consent of the County.
    
    
11. Independent Capacity: In the performance of this Purchase Order, agents and employees of the Vendor shall act in an independent capacity and not as officers, employees or agents of the County.
    
    
12. Indemnity: The Vendor shall defend, indemnify and hold the County harmless against and from any and all claims, suits, losses, damages and liability for damages of every name, kind and description, including attorneys fees and costs incurred, brought for, or on account of, injuries to or death of any person, including but not limited to workers, County employees and the public, or damages to property or any economic or consequential losses, which are claimed to or in any way arise out of, or connected with the Vendor’s services, operations or performance hereunder, regardless of the existence or degree of fault or negligence on the part of the County, the Vendor and employee(s) or any of these, except for the sole or active negligence of the County, its officers and employees, or as expressly proscribed by statute.  This duty of Vendor to indemnify and save County harmless includes the duties to defend set forth in California Civil Code Section 2778.
    
    
13. Nondiscrimination: Vendor shall comply with all applicable federal, state and local laws, rules and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability or other prohibited basis.  All nondiscrimination rules or regulations required by law to be included in this contract are incorporated by this reference.
    
    
14. Patent Indemnity: The Vendor agrees to hold the County, its officers, agents, servants and employees harmless from liability of any nature or kind because of use of any copyrighted, or uncopyrighted composition, secret process, patented or unpatented invention, articles or appliances furnished or used under this contract, and agrees to defend, at Vendor’s sole expense, any and all actions brought against the County or the Vendor because of the unauthorized use of such articles.
    
    
15. Applicable Law and Forum: This contract shall be construed and interpreted according to the substantive law of the State of California excluding the law of conflicts.  Any action to enforce the terms of this contract or for the breach thereof shall be brought and tried in the County of El Dorado.
    
    
16. Funding: Funds for this Purchase Order are available on a fiscal year basis.  Should funds not be available, this Purchase Order shall be cancelled in its entirety.
    
    
17. Business License: It is unlawful for any person to furnish supplies or services or transact any kind of business in the unincorporated territory of El Dorado County without possessing a County business license unless exempt under County Code Section 5.08.070.  Contact Tax Collector's Office, 360 Fair Lane, Placerville, CA 95667, telephone (530) 621-5800, for further information.
    
    
18. Returns: The County reserves the right to return product within thirty (30) days of receipt by the County for credit or refund without a shipping or restocking fee.  Product returned shall be in good condition and in the original package (if applicable).  Defective product or product under warranty may not always be returned in the original package.