Please note that the wtaollowing terms and conditions are for purchase orders and contracts issued by the Fort Worth Transportation Authority/Trinity Metro unless the terms and conditions are changed or amended in the body of the order.
Contracts issued as a result of IFB’s and RFP’s have terms and conditions included that are part of the packet that is issued with each solicitation.
Your signing of this Purchase Order, acknowledging this Order, shipping, sending, delivering the articles, or performing the services therein, shall constitute acceptance of all the Terms and Conditions set out herein. Acceptance of this Order must be in strict accordance with its terms, including these terms and conditions. No changes in, modifications of, or revisions to, this Order shall be valid unless in writing and signed by the Director of Contract Administration and Procurement.
Time and rate of deliveries, or performance of the services therein, are of the essence of this Order. Seller’s failure to deliver at the time and rate specified shall be the basis for rejection and default termination by The T.
Articles shall be suitably packed for delivery to prevent damage in transit, to comply with carrier requirements and to secure the lowest transportation and insurance rates. Each container must be marked with applicable Order number and be accompanied by one of the shipping papers.
The Director of Contract Administration and Procurement shall have the right to make the changes in this Order by a notice in writing to the Seller. If such changes cause an increase or decrease in Seller’s cost of or time required for performance, an equitable adjustment shall be made in the contract price or delivery schedule or both. Any claim for equitable adjustment must be asserted by the Seller within 30 days from the date of receipt of the change Order. Failure to agree on any adjustment shall be resolved under the Disputes Clause, and nothing contained in this clause shall relieve the Seller from proceeding without delay in the performance of this Order as changed.
Inspection and acceptance will be at destination, unless otherwise provided. Until delivery and acceptance , and after any rejections, risk of loss will be on the Seller unless the loss results from negligence of The T. Notwithstanding any requirements for inspection and test by The T contained elsewhere in this Order, except where specialized inspections or tests are specified for performance solely by The T, the Seller shall perform or have performed the inspections and tests required to substantiate that the supplies, services, and construction provided under this Order conform to the drawings, specifications, and other requirements listed herein, including, if applicable the technical requirements for the manufacturers’ part number specified herein.
The Seller agrees that the supplies or services furnished under this Purchase Order (i) are of merchandise quality and suitable for their intended use or purpose, (ii) comply with any and all product descriptions or specifications referenced in this Order, and (iii) are further covered by the most favorable commercial warranties the Seller gives to any customer for such supplies or services, and (iv) that said services will be performed in a timely, skilled, and proficient manner. The Seller further agrees that the rights and remedies provided herein are in addition to, and do not limit, any rights afforded to The T by any other provision of this Order or by law.
Invoices shall be submitted in triplicate (one copy shall be marked “Original”), unless otherwise specified, and shall contain the following information: date; Purchase Order and number; item number; Purchase Order description of supplies, services, or construction; sizes; quantities; unit prices; and extended totals. Unless otherwise specified, payment will be made on partial deliveries accepted by The T when the amount due on such deliveries so warrants. Invoices will be paid 30 days from receipt of the invoice or 30 days from receipt of the Order, whichever is later, unless other payment terms have been agreed in writing.
The Director of Contract Administration and Procurement may, by written notice , terminate this Order, in whole or in part, when it is in the best interest of The T. In the event of such termination, The T shall be liable only for payment in accordance with the payment provision of this Purchase Order for supplies delivered prior to the effective date of the termination and which are accepted by The T.
The Director of Contract Administration and Procurement may, by written notice, terminate this Order, in whole or in part, for failure of the Seller to perform any of the provisions hereof within the time periods specified. In such event, the Seller shall be liable for damages, including the excess cost of reprocuring similar supplies or services or completing construction: provided that, if (i) it is determined for any reason that the Seller was not in default or (ii) the Seller’s failure to perform is without his and his subcontractor’s control, fault or negligence, the termination shall be deemed to be a termination for convenience under paragraph 8.
Seller will defend, indemnify and hold harmless The T and all of its board (Executive Committee) members, officers, employees and agents from and against all liabilities, damages, losses, claims, fines and judgments, including all costs and expenses incidental thereto which may be charged to or incurred by The T or any of its board (Executive Committee) members, officers, employees or agents by reason of any loss, damage or injury related in any way to this Order or arising out of or in connection with any goods, articles or services covered by this Order, unless resulting solely from The T’s gross negligence or willful misconduct.
Except as otherwise provided in this Order, any dispute concerning a question of fact or law arising under or related to this Order which is not disposed of by agreement shall be decided by the Director of Contract Administration and Procurement, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Seller. The decision of the Director of Contract Administration and Procurement shall be final and conclusive unless, within 30 days from the date of receipt of such copy the Seller mails or otherwise furnishes a written appeal addressed to The T. The decision of The T or its duly authorized representative on such appeal shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal of the Director of Contract Administration and Procurement’s decision, the Seller shall proceed diligently with the performance of the Order in accordance with the Director of Contract Administration and Procurement’s decision (which, if and to the extent modified on appeal, shall be deemed a change under the Changes Clause).
The T is exempt from Texas state and local sales and use taxes, and any such taxes included on any invoice or voucher received by The T shall be deducted from the amount of the invoice or voucher for purposes of payment.
The Seller shall not assign the whole or any part of this Order or any monies due or to become due hereunder without the prior written consent of the Director of Contract Administration and Procurement.
During the performance of this Order the Seller agrees that it will afford equal opportunity to all employees and applicants for employment without regard to race, color, religion, sex, handicapping conditions, or national origin. The Seller agrees to post in conspicuous places available to employees and applicants for employment, notices setting for the Seller’s commitment to the requirements of this provision. The Seller further agrees to use its best efforts, to afford equal opportunity for employment to subcontractors, vendors and suppliers owned and controlled by ethnic minorities or women.
The Seller represents and warrants that no board (Executive Committee) members, officers, employees or agents of The T, nor any member of any of their immediate families, is or will be pecuniarily interested or benefitted directly or indirectly in this Order. The Seller further represents and warrants that it has not offered or given gratuities (in the form of entertainment, gifts, or otherwise) to any board (Executive Committee) member, officer, employee, or agent with a view toward securing favorable treatment in the awarding, amending, or evaluating the performance of this Order. For breach of any representation or warranty in this clause, The T, shall have the right to annul this Order without liability and/or have recourse to any other remedy it may have at law.
The rights, obligations, and remedies of the parties shall be governed by the laws of the State of Texas. Venue for any action shall lie in Tarrant County, Texas. If any provision of the Order is found to be invalid or unenforceable, the remaining provisions shall not be impaired.
If any provision of this Order is declared unlawful or unenforceable by any final administrative, legislative or judicial action, this Order shall be deemed to be amended to conform with the requirements of such action and all other provisions shall remain in full force and effect. The T’s failure or delay in requiring strict performance or to enforce a provision of this Order or a previous waiver or forbearance shall in no way be construed as a waiver or continuing waiver of any provision of this Order. This Order is the entire agreement of the parties and shall supersede any previous executed agreements or oral understanding between the parties which relate to the subject matter hereof.