Purchase Order Terms and Conditions

These Terms and Conditions, together with the applicable purchase order (“Purchase Order” or “PO”) and any exhibits expressly incorporated and agreed upon by the Parties (collectively, the “Agreement”), constitute the entire agreement between “Buyer” and “Seller” as identified in the Purchase Order (each a “Party,” and collectively, the “Parties”). All Purchase Orders issued by Buyer are made subject to these Terms and Conditions. This Agreement supersedes and replaces all prior or contemporaneous negotiations, representations, agreements, proposals, invoices or quotes between the Parties. In the event that the Parties have negotiated and executed a separate written agreement that expressly governs the transaction covered by the Purchase Order, the separate written agreement shall take precedence over these Terms and Conditions. Any additional, inconsistent or conflicting terms proposed by Seller in any invoice, website, or document are hereby rejected and shall be void and of no effect unless expressly agreed to in writing by Buyer. By executing the Purchase Order, shipping any products set forth in the Purchase Order (the “Goods”) or commencing performance of any services set forth in the Purchase Order (the “Services”), Seller accepts the Terms and Conditions and agrees to be bound by this Agreement.

Definitions

• Buyer means the utility issuing the Purchase Order.
• Seller or Supplier means the party providing goods and/or services under the Purchase Order.
• Purchase Order or PO means the Buyer’s written purchase order, including these Terms and Conditions and any referenced documents.
• Goods means all equipment, materials, supplies, or other items to be furnished.
• Services means all labor, professional services, installation, testing, maintenance, or other services to be performed

Acceptance and Order of Precedence. Seller’s acceptance of the PO, commencement of performance, or shipment of Goods constitutes acceptance of these Terms and Conditions. Any terms proposed by Seller that are inconsistent with or in addition to these Terms are rejected unless expressly agreed to in writing by Buyer.

Inspection and Acceptance. All Goods and Services shall be subject to inspection and acceptance by Buyer. Such inspection shall be made within a reasonable time after delivery of the Goods and performance of the Services. Seller shall provide the Goods and/or Services strictly in accordance with the PO and all specifications and drawings approved in writing by Buyer. No substitutions are permitted without Buyer’s prior written approval. Seller shall provide all Goods and/or Services in accordance with generally accepted industry standards and all applicable laws, regulations, codes, and ordinances (“Applicable Law”).

Buyer Change Orders and Cancellations. Buyer may, for any reason and at any time, upon written notice to Seller, change or cancel the PO in whole or in part, including but not limited to the quantity of Goods ordered, delivery dates, specifications, schedule or otherwise. Seller shall respond to Buyer within five (5) days after receipt of the proposed change order with any proposed adjustments or changes to fees, schedule or otherwise. No change shall be effective unless agreed in writing and signed by both Parties (each, an “Authorized Change Order”). Seller shall continue performance in accordance with this Agreement until either the PO is amended by Authorized Change Order or Seller is otherwise instructed in writing by Buyer to suspend performance.

Shipping. Seller shall indicate plainly the Purchase Order Number on all bills of lading, all goods shipped pursuant to said order, and on all invoices, freight bills, and packages. Each package must contain a memorandum showing Seller’s name, contents of packages, and Purchase Order number. Shipments of goods specified on this Purchase Order number should result in lowest possible freight rate unless otherwise specified by Buyer. Penalties or increased charges due to failure to observe this provision will be charged to Seller. Shipping costs for goods on back order shall be paid only at the rate which would have been applicable had the complete order been shipped at one time. All excess costs shall be borne by Seller. Partial shipments must be identified as such on shipping memoranda and invoices.

Delivery. Unless otherwise expressly provided, Seller shall deliver all articles to Buyer’s premises. All times in this contract are of the essence. Delivery shall be made FOB destination unless otherwise stated. Title and risk of loss pass to Buyer upon acceptance of Goods at the designated delivery location. Seller shall notify Buyer promptly of any anticipated delays.

Inspection and Acceptance. All Goods and Services are subject to inspection, testing, and acceptance by Buyer. Acceptance does not waive Buyer’s rights with respect to latent defects, warranty claims, or nonconformance

Price & Payment. Invoices must reference the PO number and itemize charges. If a capital project, the capital project name and number must be included on the PO. Payment terms are ACH Net 30 days from receipt of a proper invoice. Prices include all applicable packaging, insurance, taxes (except sales/use taxes where exempt), duties, and transportation unless otherwise specified. Buyer may withhold payment for nonconforming goods or services.

Compliance with Laws & Standards. Seller shall comply with all applicable federal, state, and local laws and regulations, including pipeline and utility safety regulations, OSHA, and environmental protection requirements.

Supplier Standards. Seller agrees to comply with Buyer’s Supplier Code of Conduct, including requirements related to labor practices, human rights, health and safety, and environmental compliance. Seller shall ensure that its employees, agents, and subcontractors comply with these requirements.

Ethics and Compliance. Seller represents and warrants that it shall conduct its activities in an ethical manner and in compliance with all applicable anti-corruption and anti-bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act. Seller shall not offer, give, or receive any improper payments or anything of value intended to influence any business decision.

Seller shall disclose any actual or potential conflicts of interest related to this Purchase Order and shall comply with Buyer’s applicable Supplier Code of Conduct, as provided or made available by Buyer.

Safety. Seller shall comply with Buyer safety policies and immediately report incidents or unsafe conditions. Buyer may suspend work for safety violations without liability.

Warranty. Seller warrants, goods and services are new (unless otherwise specified), free from defects, merchantable, and fit for intended purposes. Goods and Services conform to all specifications and applicable laws. Services will be performed in a professional and workmanlike manner. Minimum warranty period is one (1) year from acceptance, unless a longer period is specified.

Insurance. Seller shall maintain required insurance, including Workers’ Compensation and Commercial General Liability, Automobile Liability, and provide certificates upon request. Upon request, Buyer shall be named as Additional Insured where applicable.

Indemnification. Seller shall defend, indemnify, and hold harmless Buyer from claims, damages, losses, and expenses arising from Seller’s performance or nonperformance, defective goods, Seller’s negligence, or noncompliance, violation of laws or regulations.

Confidentiality. Seller shall protect Buyer’s confidential and proprietary information and use it solely for performance under this PO. All non-public information provided by Buyer is confidential and shall be used solely for purposes of performing the PO. Confidentiality obligations survive completion or termination of the PO.

Data Privacy & Security.
Seller shall comply with all applicable data protection and privacy laws and shall implement and maintain reasonable administrative, technical, and physical safeguards to protect any personal, confidential, or sensitive information accessed, received, or processed in connection with this Purchase Order. Seller shall only use such information for purposes of performing its obligations under this PO.

In the event of any actual or suspected unauthorized access, disclosure, or breach of such information, Seller shall notify Buyer at [email protected] without undue delay and in no later than 24 hours after discovery and cooperate fully with Buyer in investigation and remediation efforts.

Termination. Buyer may terminate the PO:

• For convenience, in whole or in part, upon written notice, or
• For cause, including Seller’s default or failure to comply with PO requirements.

Upon termination, Seller shall cease work and mitigate costs. Buyer’s liability for termination for convenience is limited as set forth in the PO or applicable law.

Force Majeure. Neither party is liable for delays caused by events beyond reasonable control, excluding payment obligations, provided prompt notice is given and reasonable efforts are made to resume performance.

Assignment & Subcontracting. Seller may not assign or subcontract without Buyer’s prior written consent.

Governing Law. This PO shall be governed by the laws of the state in which the Buyer is headquartered or as otherwise specified in the PO, without regard to the conflict-of-law principles.

Regulatory & Audit Rights. Seller acknowledges Buyer’s status as a regulated public utility and agrees to cooperate with regulatory and audit requirements.

Dispute Resolution. Disputes shall be resolved in accordance with the procedures set forth in the PO or, if not specified, through good faith negotiations prior to litigation.

Audit Rights. Buyer reserves the right to audit Seller’s records related to the PO for a reasonable period, as permitted by law, to verify compliance with PO requirements.

The PO, including these Terms and Conditions, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior agreements or understandings.