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PURCHASE ORDER TERMS & CONDITIONS
- Vendor quotes or proposals are referenced for scope only. Town of Clayton Purchase Order Terms & Conditions exclusively governs this purchase.
- All invoices are to be sent by email to: invoice@townofclaytonnc.org.
- Important: All invoices must include a unique invoice number and this Purchase Order number. Invoices submitted without the unique invoice number or without the correct purchase order number will result in delayed payment.
- Invoices for partial deliveries must be indicated as such.
- The Vendor must provide separate invoices for each Purchase Order number.
- Town of Clayton is not exempt from North Carolina State Sales Tax, Johnston County Sales Tax, and Johnston County Prepared Meals and Hotel Room Taxes. These taxes must be correctly invoiced to the Town for payment. Taxes shown on the purchase order are approximate.
- The Town of Clayton is exempt from Federal Excise If any form of such tax is billed on the invoice, it must be shown as a separate item. Tax Exemption Certificates will be furnished upon request.
- Payment term discounts will be deducted as provided for on the front of this Purchase Order or in accordance with the terms of your official quotation or Net purchases will be paid 30 days from the date of your invoice, or upon acceptance of goods whichever is later.
- Important: All packages must bear the correct Purchase Order number on the outside of each package or shipping container.
- The Town of Clayton will not be responsible for any goods delivered without a Purchase Order having been issued.
- The conditions of this order cannot be modified except by written amendment in the form of a “Corrected Purchase Order” which has been approved by the Town of Clayton Purchasing Manager.
- Any rejected materials will be returned to the Vendor at the Vendor’s risk and expense.
- In the event of a vendor’s failure to deliver or perform as specified, the reserves the right to cancel the order or any part thereof, without prejudice to its other The Vendor agrees that the Town may return part or all of any shipment and may charge the vendor with all reasonable losses or expenses sustained as a result of such failure to deliver or perform.
- In case of default of the contractor, the Town may procure the articles or services from other sources and charge the Vendor damages for any excess costs or other damages caused by the default.
- It is agreed that the goods, materials, equipment or services provided shall comply with all Federal, State or local laws, and that the Vendor shall defend actions or claims brought, and save harmless the Town, and/or its officials or employees, from loss, cost or damage by reason of actual or alleged failure to comply with such laws.
- All prices must be O.B. Destination and delivered to the destination indicated on the front of the purchase order. Where specific purchase is quoted or negotiated F.O.B. Shipping Point, the vendor is to prepay the shipping charges and add them to the invoice.
- The risk of loss and damage to the goods which are the subject of this order shall be the Vendor’s until the goods are delivered to the destination set out in the order and accepted by the purchaser or its representative.
- The Vendor acknowledges that it is the policy of the Town of Clayton to avoid commercial promotion of products used by the Town or the vendors of such The Vendor accordingly agrees not to solicit, use, or disseminate commercial advertisement founded upon the Town ’s purchase and/or use of the goods which are the subject of this order, and specifically agrees not to seek or use for advertising purposes the endorsement of goods or products by Town officers or employees.
- The Town may, at any time, insist upon strict compliance with these terms and conditions, notwithstanding any previous customer, practice or course of dealing to the contrary. Acceptance of the order includes acceptance of all terms, conditions, prices, delivery instructions and specifications as shown on this order or attached to and made a part of this order.
- All matters relating to this Purchase Order shall be governed by the laws of the State of North Carolina, without regard to its choice of law provisions, and venue for any action relating to this Contract shall be Johnston County Civil Superior Court or the United States District Court for the Eastern District of North Carolina, Western Division.
- Notwithstanding any other provisions of this Purchase Order, this Purchase Order and all materials submitted to the Town by the Vendor are subject to the public records laws of the State of North Carolina and it is the responsibility of the Vendor to properly designate materials that may be protected from disclosure as trade secrets under North Carolina law as such and in the form required by law prior to the submission of such materials to the Vendor understands and agrees that the Town may take all actions necessary to comply with federal, state, and local laws and/or judicial orders and such actions will not constitute a breach of the terms of this Purchase Order. To the extent that any other provisions of this Purchase Order conflict with this paragraph, the provisions of this section shall control.
- Non-discrimination - To the extent permitted by North Carolina law, the parties hereto for themselves, their agents, officials, employees and servants agree not to discriminate in any manner based on race, color, creed, national origin, sex, age, handicap, or sexual orientation with reference to the subject matter of this Contract. The parties further agree, to the extent permitted by law, to conform with the provisions and intent of Town of Clayton Ordinance 1969-889, as This provision is hereby incorporated into this Contract for the benefit of the Town of Clayton and its residents, and may be enforced by action for specific performance, injunctive relief, or other remedy as provided by law. This provision shall be binding on the successors and assigns of the parties with reference to the subject matter of this Contract.
- Insurance– If performing services under this Purchase Order the Vendor agrees to maintain, on a primary basis and at is sole expense, at all times during the life of this Purchase Order the following coverages and limits. The requirements contained herein, as well as Town ’s review or acceptance of insurance maintained by Vendor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Vendor under this Purchase Order:
- Workers’ Compensation Insurance - Vendor agrees to maintain Worker’s Compensation Insurance in accordance with North Carolina General Statute Chapter 97 and with limits of no less than $1,000,000 each accident, each employee and policy limit.
- Commercial General Liability - Combined single limit of no less than $1,000,000 each occurrence and $2,000,000 aggregate. Coverage shall not contain any endorsement(s) excluding nor limiting Product/Completed Operations, Contractual Liability or Cross Liability.
- Commercial Automobile Liability - Limits of no less than $1,000,000 Combined Single Coverage shall include liability for Owned, Non-Owned and Hired automobiles. In the event Vendor does not own automobiles, Vendor agrees to maintain coverage for Hired and Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Auto Liability policy. Automobile coverage is only necessary if vehicles are used in the provision of services under this Purchase Order and/or are brought on a COR site.
- Additional Insured - Vendor agrees to endorse the Town as an Additional Insured on the Commercial General Liability. The Additional Insured shall read 'Town of Clayton as its interest may appear.'
- Umbrella or Excess Liability - Vendor may satisfy the minimum liability limits required above under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability under the Umbrella or Excess Liability, however, the Annual Aggregate limits shall not be less than the highest ‘Each Occurrence’ limit for required policies. Vendor agrees to endorse Town of Clayton as an ‘Additional Insured’ on the Umbrella or Excess Liability, unless the Certificate of Insurance states the Umbrella or Excess Liability provides coverage on a 'Follow-Form' basis.
- Professional Liability - Limits of no less than $1,000,000 each This coverage is only necessary for professional services such as engineering, architecture or when otherwise required by the Town.
The Town reserves the right to require a Certificate of Insurance meeting the minimum coverage and requirements of this section. Certificates of Insurance shall provide a minimum thirty (30) day endeavor to notify, when available, by Vendor’s insurer. If Vendor receives a non-renewal or cancellation notice from an insurance carrier affording coverage required herein, or receives notice that coverage no longer complies with the insurance requirements herein, Vendor agrees to notify the Town within five (5) business days with a copy of the non-renewal or cancellation notice, or written specifics as to which coverage is no longer in compliance. The Certificate Holder address should read:
Town of Clayton
PO Box 879
Clayton, NC 27528
All insurance companies must be authorized to do business in North Carolina and be acceptable to the Town of Clayton.
- Indemnity – To the fullest extent permitted by law, except to the extent caused by the sole negligence or willful misconduct of the Town, the Vendor shall indemnify and hold and save the Town, its officers, agents and employees, harmless from liability of any kind, including all claims, costs (including defense) and losses accruing or resulting to any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this Purchase Order, and from any and all claims, costs (including defense) and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the Vendor in the performance of this Purchase This representation and warranty shall survive the termination or expiration of this Purchase Order.
The Vendor shall indemnify and hold and save the Town, its officers, agents and employees, harmless from liability of any kind, including claims, costs (including defense) and expenses, on account of any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Purchase Order. - Intellectual Property - All intellectual property, including, but not limited to, patentable inventions, patentable plans, copyrightable works, mask works, trademarks, service marks and trade secrets invented, developed, created or discovered in performance of services under this Purchase Order shall be the property of the Town. Copyright in and to any copyrightable work, including, but not limited to, copy, art, negatives, photographs, designs, text, software, or documentation created as part of the Vendor’s performance of services under this Purchase Order shall vest in the Town. Works of authorship and contributions to works of authorship created by the Vendor’s performance of services under this Purchase Order are hereby agreed to be ‘works made for hire’ within the meaning of 17 S.C. 201.
- Force Majeure - Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by an act of war, hostile foreign actions, nuclear explosion, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. Except at otherwise provided in any environmental laws, rules, regulations or ordinances applicable to the parties and the services performed under this Purchase Order, neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by an act of war, hostile foreign actions, nuclear explosion, earthquake, hurricane, tornado, or other catastrophic natural event or act of Either party to the Purchase Order must take reasonable measures and implement reasonable protections when a weather event otherwise defined as a force majeure event is forecast to be eligible to be excused from the performance otherwise required under this Purchase Order by this provision.
- Cancellation - The Town may terminate this Purchase Order at any time by providing written notice to the Vendor. Vendor shall cease performance immediately upon receipt of such notice. In the event of early termination, Vendor shall be entitled to receive just and equitable compensation for costs incurred prior to receipt of notice of termination and for the satisfactory work completed as of the date of termination and delivered to the Town. Notwithstanding the foregoing, in no event will the total amount due to Vendor under this section exceed the total amount due Vendor under this Purchase Order.
- Miscellaneous - The Vendor shall be responsible for the proper custody and care of any property furnished or purchased by the Town for use in connection with the performance of this Purchase Order and will reimburse the Town for the replacement value of its loss or damage. The Vendor shall be an Independent Contractor and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. Nothing herein is intended or will be construed to establish any agency, partnership, or joint venture. Vendor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Purchase Order. Such employees shall not be employees of or have any individual contractual relationship with the Town.
- E-Verify - I understand that E-Verify is the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with NCGS 64-25 et seq. I am aware of and in compliance with the requirements of E-Verify and Article 2 of Chapter 64 of the North Carolina General Statutes. To the best of my knowledge, any subcontractors employed by me as a part of this contract are following the requirements of E-Verify and Article 2 of Chapter 64 of the North Carolina General Statutes.
- Companies Boycotting Israel Divestment Act Certification - Contractor certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to C.G.S. 147-86.81.
- Federal Funds - The Contractor shall make all necessary inquiries to correctly identify the source of funding for Agreement. If the source of funds for Agreement is federal funds, the following federal provisions apply pursuant to 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II (as applicable), unless a more stringent state or local law or regulation is applicable: Equal Employment Opportunity (41 C.F.R. Part 60); Davis-Bacon Act (40 U.S.C. 3141-3148); Copeland “Anti-Kickback” Act (40 U.S.C. 3145); Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708); Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387); Debarment and Suspension (Executive Orders 12549 and 12689); Byrd Anti- Lobbying Amendment (31 U.S.C. 1352); Procurement of Recovered Materials (2 C.F.R. § 200.322); and Record Retention Requirements (2 CFR 200.324).
- Emergencies - Notwithstanding anything else in this Contract, while federal, state, or local state(s) of emergency are in effect, or when a public health emergency has been declared, Contractor shall comply with all guidance and recommendations of the Centers for Disease Control, the State of North Carolina, Johnston County, unless mutually agreed to in writing by Town and Contractor.
- Survival - Town and Contractor agree that the parties’ respective rights and obligations arising hereunder with respect to indemnification, limitation of liability, ownership of instruments of service, and dispute resolution shall survive termination of this Contract.
- Compliance with Laws - Consistent with the applicable standard of care, the Contractor shall adhere to all laws, ordinances, and regulations of the United States, the State of North Carolina, the County of Johnston, and the Town of Clayton, in the performance of its services under this Contract.
- Applicability of North Carolina Public Records Law - Notwithstanding any other provisions of this Contract, this Contract and all materials submitted to the Town by the Contractor are subject to the public records laws of the State of North Carolina and it is the responsibility of the Contractor to properly designate materials that may be protected from disclosure as trade secrets under North Carolina law as such and in the form required by law prior to the submission of such materials to the Town. Contractor understands and agrees that the Town may take any and all actions necessary to comply with federal, state, and local laws and/or judicial orders and such actions will not constitute a breach of the terms of this Contract. To the extent that any other provisions of this Contract conflict with this paragraph, the provisions of this section shall control.
- Companies Boycotting Israel Divestment Act Certification - Contractor certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to C.G.S. 147-86.81
Updated 3/2022