Purchase Order Terms

  1. The terms of the supply agreement with Simmers Crane Design & Services Co., a division of Pollock Research & Design, Inc. ("Purchaser") and all the related contract documents including, but not limited to, all addendums and modifications.  Vendor acknowledges that it has reviewed the terms of this Purchase Order and the contract documents as identified herein.  In addition to any other expressed or implied warranties, Vendor specifically and expressly warrants that the supplies or materials being provided are merchantable and suitable for their intended use.
  2. Firm delivery requirements will be issued by Purchaser.  Failure to comply with the delivery requirements may be deemed a material breach of this Purchase Order by Vendor.  Time is therefore of the essence regarding this Purchase Order.  If Vendor defaults in delivery of goods, Purchaser may cancel this Purchase Order, purchase similar goods and materials from any other person and hold Vendor accountable for any damages.  Vendor shall insure its work against all risks of loss and damage.  No shipment is to be made without release and consent by Purchaser.  Delivery will be F.O.B. project at a time and place directed by Purchaser.  Units must be shipped complete and in the proper sequence.  All materials shall be delivered to the project and shall have attached identification.  Vendor will furnish notarized certificates of compliance stating that all work is in full compliance with the general contract as it relates to this contract.  Delivery, installation, or erection of equipment shall not be considered complete until all spare parts and approved copies of the instructions, operation and maintenance manuals are furnished.  These manuals shall include drawings of all equipment.  Any and all samples, test reports, certificates of compliance, warranties, guarantees, or the like, required by the general contract shall be furnished at no additional cost.  Unless otherwise stated on the reverse side, the price includes delivery of all materials F.O.B. job, freight and cartage prepaid at the job location indicated on the reverse side hereof.  No additional charges of any kind, including charges for boxing, packing, cartage, additional quantity or other extras will be allowed unless specifically agreed to in writing in advance by Purchaser.  Except as may be otherwise provided in the Purchase Order, the price includes all applicable federal, state and local taxes occasioned by this Purchase Order.  Purchaser shall not be liable for any delays, suspensions, or cost escalations.  This Purchase Order may be terminated by Purchaser without cause and Vendor shall be entitled to payment only for the work performed and material supplied at the job pro-rated to the total contract price and in no case to profit on unperformed work.
  3. To the fullest extent permitted by law, Vendor and any other manufacturer of the work supplied under this Purchase Order agree to indemnify, hold harmless and defend Purchaser, its affiliates, parents and subsidiaries and their employees (The "Indemnified Parties") from and against any and all liability for loss, damage, attorneys' fees or expense which The Indemnified Parties may suffer or for which The Indemnified Parties may be held liable for reason of injury (including death) to any person (including Vendor's employees), or damage to any property arising out of or in any manner connected with the work to be performed for and products supplied to Purchaser, whether or not due, in whole or in part, to any act, omission, negligence or strict liability of The Indemnified Parties, or any of their representatives, employees, subcontractors or third parties, whether known or unknown to Purchaser and/or Vendor.Vendor and Purchaser further agree that the Laws of the Commonwealth of Pennsylvania shall apply to the construction and application of the indemnification/hold harmless agreement set forth above.
  4. The Vendor, in addition to all other guarantees and warranties contained in this Purchase Order and the general contract, as well as those imposed by law, and not in limitation of Purchaser's other legal rights, warranties, and guarantees that its work is in strict and absolute accord with the contract, and that it shall, for a minimum of one year after the date of final acceptance of the general contract, perform any maintenance or corrective work, without cost as directed by Purchaser.  Purchaser may demand assurance by bond or otherwise, from the Vendor that it will abide by its guarantees and warranties.
  5. If requested by Purchaser, Vendor shall furnish Purchaser with ten (10) days complete information regarding sources of supply for all purchased materials required for its performance under this Purchase Order, including names and addresses of sources, responsible persons representing sources, and purchase order and shipping data provided, however, that Vendor shall not be required hereunder to release information concerning prices of costs of such purchased materials.
  6. If delivery hereunder is made by the vehicles or conveyances of Vendor or its carrier, Vendor shall be responsible for any injury or damage to persons or property resulting from the operation of said vehicles while on the premises of Purchaser, the site of delivery, or trucking to or from said site.
  7. This Purchase Order contract may not be assigned by Vendor without Purchaser's written consent.  The terms and conditions of this Purchase Order may not be amended or modified without the prior written consent of Purchaser and Vendor.  Any terms or conditions that Vendor attempts to apply will have no legal effect and all such terms and conditions are void as to this Purchase Order and its subject matter.
  8. Vendor must provide a Certificate of Insurance providing evidence that the following insurance coverages are in effect:
    1. Commercial General Liability Insurance with a minimum Limit of Liability of $1,000,000 each occurrence, $2,000,000 Products/Completed Operations Aggregate Limit and $2,000,000 General Aggregate Limit.
    2. Commercial Automobile Liability Insurance including Owned, Hired and Non-Owned Vehicles with a minimum limit of $1,000,000 each accident.
    3. Workers' Compensation Insurance which provides Statutory Benefits and Employers Liability Insurance with limits of $1,000,000 (each accident and each employee by disease).
    4. Umbrella Limit of not less than $5,000,000 per Occurrence / Aggregate
    5. Any other insurance as may be required by law.
  9. The certificate shall require that thirty (30) days written notice be provided to Purchaser prior to cancellation or non-renewal, or prior to any material change in a policy, term or condition.  In addition, a renewal Certificate of Insurance shall be provided in the event that the Vendor continues to sell to Purchaser after the certificate expiration date.
  10. The Vendor is required to provide its own Property Insurance on all materials that are part of this Purchase Order until such time as the materials are accepted by the Owner.  In addition, Vendor is required to provide its own Property Insurance for its own equipment, materials and tools that are used by the Vendor which are not part of the Purchase Order.
  11. The Vendor waives all rights of recovery or subrogation against the Purchaser for damage caused by fire or other perils to the extent covered by Property Insurance obtained pursuant to this Purchase Order, whether or not such damage was caused by the negligence, strict liability or other actions or inactions of Purchaser or not.
  12. Vendor agrees that Purchaser shall be named as an Additional Insured on all of Vendor's policies of insurance (except Workers' Compensation) and that Vendor's policies of insurance shall provide insurance coverage, on a primary basis, to Purchaser, and shall not require Purchaser's policies to contribute in the payment of the loss.  It is specifically agreed by Vendor that Purchaser's policies of insurance are in excess of any coverage to be provided by Vendor to Purchaser as Additional Insured.
  13. In the event of litigation between Purchaser and Vendor, if Purchaser prevails, Vendor will be liable for all awards or judgments as well as professional fees and costs including counsel fees incurred by Purchaser.  Vendor also consents to its joinder in any proceeding brought against Purchaser, in arbitration or the Court of Common Pleas of the Commonwealth of Pennsylvania, by any party arising out of the work or any claim related thereto.