Standard Purchase Order Terms and Conditions

1. DEFINITIONS: The term “Purchaser” means Rogers Water Utilities (RWU); the term “Seller” means the person or business entity from whom goods or services have been ordered.
2. CONTRACT: These Standard Purchase Order Terms and Conditions apply to all RWU Purchase Orders. Terms herein may be supplemented or superseded only by mutually signed agreements.
3. MODIFICATIONS/SUBSTITUTIONS: The Seller, without written consent of an authorized representative of the Purchaser, shall not make changes to the Purchase Order terms. No modifications to quantities or amounts specified in the Purchase Order shall be made without Purchaser approval. Goods shipped in excess of quantity specified may be returned at Seller’s expense.
4. INSPECTIONS/ACCEPTANCE: All goods and services completed are subject to Purchaser’s inspection and acceptance within a reasonable time after arrival or completion. If goods or services fail to comply with the Purchaser’s specifications or are otherwise of an unsatisfactory condition, the Purchaser may return goods to Seller at Seller’s expense or require modifications to work completed at Seller’s expense.
5. TIME IS OF THE ESSENCE: If delivery of the product(s) or service(s) cannot be made exactly as specified and at the authorized price, Seller must notify the Purchaser immediately. If Seller cannot meet the required delivery schedule, Seller may be asked for expedited shipping to avoid or minimize delays to Purchaser, with any added cost to be borne by Seller.
6. TERMINATION/CANCELLATION: Purchaser reserves the right to terminate a Purchase Order in whole or in part for default if Seller fails to perform in accordance with any of the requirements of the order. Any such termination shall be without liability to RWU except for completed work or items delivered and accepted by Purchaser.
7. F.O.B./DELIVERY: Prices are F.O.B. (Freight On Board) Destination with freight prepaid and included, unless otherwise stated. If authorized prices do not include shipping, Seller is required to notify Purchaser of freight costs, prepay the charges, and list on invoice. Purchase Order numbers must appear on all shipping containers, packing slips, and invoices. Failure to comply with these requirements may delay payment.
8. TAX: Prices should include all applicable state and local sales tax, unless otherwise stated.
9. TERMS: Payment terms shall be Net 30 Days unless otherwise stated.
10. INDEMNIFICATION: To the extent authorized by law, Seller shall indemnify, defend, and hold harmless Purchaser, its employees, and agents against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the Seller, or its employees, agents, subcontractors, or assignees pursuant to the terms of this order.
11. INSURANCE: If the Seller is required to go on Purchaser property to perform work or services, the Seller shall assume full responsibility and expense to obtain all necessary insurance as required by the Purchaser.
12. ASSIGNMENT: Any assignment of a Purchase Order, performance of work thereunder, in whole or in part, or monies due to become due thereunder, shall be void unless consented to by Purchaser in writing, and Purchaser shall have no obligations to any assignee of Seller under any assignment not consented to in writing.