Purchase Order Terms and Conditions

The following general terms and conditions shall apply to all purchases by or on behalf of Huerfano County unless specifically provided otherwise on the face of the Purchase Order:

1. Offer/Acceptance. If this purchase order (“PO”) refers to a bid, proposal, or quote submitted by the Vendor in response to a solicitation for bid, proposal, or quote by the County, this PO is an acceptance of the Vendor’s offer to sell in accordance with the terms and conditions of this PO. If no bid, proposal, or quote is not referenced, this PO is an offer to buy, subject to Vendor’s acceptance, which must be demonstrated by Vendor’s acceptance of payment, performance, or written acceptance of this PO.
2. Changes.  Vendor agrees to furnish products and services in strict accordance with the specifications, and at the price set forth for each item. Nothing in this PO may be added to, modified, superseded, or otherwise altered except in writing signed by the County and the Vendor. Each shipment received or service performed shall be only upon the terms contained in this PO and any additional terms or conditions of Vendor shall have no effect and are deemed rejected unless expressly agreed to in writing by the County as an amendment to this PO.
3. Warranty. Vendor warrants and represents that all products and/or services furnished under the PO will conform in all respects to these terms and are free from defects in design, materials, and workmanship. Vendor further warrants and agrees to remedy any defects found and replace the item(s), if necessary, at its expense and at no cost to the County.
4. Delivery.  If the Vendor fails to deliver or perform as and when promised, the County, at its sole discretion, may cancel its order, or any part thereof, without prejudice to its other rights, return all or part of any shipment so made, and charge Vendor for any loss or expense sustained as a result of such failure to deliver or perform as promised. If a delivery date cannot be met, then Vendor agrees to advise the County, in writing, of the earliest possible shipping date for acceptance by the County.  Delivery shall not be deemed to be complete until goods have been received and accepted by the County.
5. Inspection and Acceptance. All goods and services are subject to the County’s inspection and approval. Payment for the goods delivered or services performed shall not constitute acceptance thereof. The County shall have the right to inspect all goods or services and to reject any or all that are in the County’s judgment defective or non-conforming.
6. Invoices. All invoices requesting payment for services and/or goods provided must be received by the County within sixty days from the date when such services or goods were provided. Failure to ensure that the County receives such invoices within this sixty-day period of time shall result in all payment obligations associated with such services/goods identified in the delinquent invoice(s), even if reinserted or reclaimed in another invoice, being waived and County shall have no obligation to pay for such services or goods.
7. Independent Contractor. Vendor shall be considered an Independent Contractor and neither Vendor nor any employee or agent of Vendor shall be deemed to be an employee or agent of the County. Vendor is solely responsible for its acts and the acts of its employees and agents. Neither Vendor nor any employee of Vendor shall be deemed to be an employee or agent of the County.  Vendor and its employees are not entitled to insurance or benefits through the County and the County shall not pay for or otherwise provide such coverage. Vendor shall be responsible for all employment taxes, income taxes, or other taxes incurred. Vendor shall provide and keep in force workers’ compensation and unemployment compensation insurance in the amounts required by law, and provide proof thereof when requested, and to be solely responsible for its acts and those of its employees and agents.
8. Compliance with Law. Vendor, at its expense, shall comply with all applicable federal and state laws, rules, regulations, orders, and ordinances in effect or hereafter established regarding the sale of goods under this PO and upon reasonable request, Vendor, at its expense, will execute and furnish to the County appropriate written certifications of compliance.
9. Choice of Law, Jurisdiction, and Venue: Colorado law shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein which conflicts with said laws shall be null and void. Venue for any action or dispute arising out of or in connection with this PO shall be in Huerfano County, Colorado.
10. Governmental Immunity. No term or condition of this PO shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or defenses provided by law, including but not limited to the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq.
11. Signature Authority.  This PO shall only be valid if signed by County’s Budget Officer or designee.
12. Insurance. When required, Vendor shall obtain and maintain, at its own expense, proof of insurance coverage as required by the County and shall provide proof of such coverage to the County.
13. Assignment. Vendor shall not assign this PO or the right to payment due under this PO without the prior written consent of the County.
14. Tax Exemption. The County is exempt from all federal, state, county, and local taxes and no sales or use taxes shall be charged.
15. Termination. The County may terminate this PO in whole or in part with or without cause by providing written notice to Vendor. In the event of termination for cause, the County shall be liable only for accepted services and goods.
16. Indemnification. Vendor hereby agrees to defend, indemnify, and hold harmless the County, its appointed and elected officials, agents, and employees against all liabilities. claims, judgments, suits, or demands for damages to persons or property arising out of, resulting from, or relating to the Services performed under this Agreement and any actions, activities, or other conduct by Vendor or its employees or agents.