Standard Purchase Order Terms and Conditions
The following Standard Purchase Order Terms and Conditions (“Terms”) only apply to transactions that do not have a written agreement, duly executed by both parties. If there is such an agreement, then those terms shall be the terms that govern the transaction and relationship of the parties.
In the absence of such a written agreement, duly executed by both parties, then these Terms provide you (“Seller”) with the guidelines and legal stipulations of your purchase order (“Order”) with Firefighters Bookstore, Inc (“FFBS”) and for the goods and/or services required herein.
1. ACCEPTANCE AND TERMS AND CONDITIONS: Seller accepts this Order and any amendments. Seller's full or partial performance under this Order will constitute acceptance of these Terms. By acceptance of this Order, Seller agrees to be bound by, and to comply with all these Terms, which include any product specifications and requirements referred to in this Order. If the product on this order has been discontinued or superseded, place the Order on hold and contact the FFBS Authorized Buyer. The Order may be processed only upon your receipt of a written revised Order.
2. DEFAULT: Time is of the essence of this Order. FFBS may by written notice of default to Seller (a) terminate all or any part of this Order if Seller fails to perform, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten (10) calendar days (or such longer period as FFBS may authorize in writing) after receipt of notice from FFBS specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated.
3. PRICE: This Order must not be filled at a price higher than shown on the face of the Order. If Seller reduces its prices for such goods and/or services during the term of this Order, Seller shall correspondingly reduce the prices of goods and/or services sold thereafter to FFBS under this Order. If there is a price discrepancy with the Order, Seller shall place the Order on hold and contact the FFBS Authorized Buyer. The Order may be processed only upon your receipt of a written revised Order.
4. INVOICES, PAYMENT, AND TAXES: Invoices shall be rendered on delivery of goods and shall contain the Purchase Order Number, item number, Contract Line Item Number (CLIN) if applicable, description of goods or services, quantities, unit prices, date(s) rendered, date shipped, shipment carrier, shipment tracking number and total purchase price. Each invoice must refer to one, and only one, purchase order issued by FFBS.
Payment shall be made on the terms of net 30 days from the date of our receipt of invoice if all requirements as noted above are met, unless the Seller has offered a discount for earlier payment (e.g., 2% 10 days). Cash discount periods shall be computed from the date of actual delivery of the goods or the date an acceptable invoice is received by FFBS, whichever is later. All claims for money due or to become due from FFBS shall be subject to deduction by FFBS for any setoff or counterclaim arising out of this or any other of FFBS’ Orders with Seller.
Seller recognizes that FFBS will be treated as a tax-exempt ‘for resale’ entity and FFBS will provide Seller with its exemption certificate(s) on request. All invoices of Seller to FFBS shall exclude taxes that are excludable under FFBS’ tax-exempt status. No invoices with taxes charged will be accepted by FFBS unless specifically authorized by FFBS and so noted on the Order.
5. PACKAGING: All goods must be packaged in the manner specified by FFBS and shipped in the manner and by the route and carrier designated by FFBS. If FFBS does not specify the manner in which the goods must be packaged, Seller shall package the goods so as to avoid any damage in transit. If FFBS does not specify the manner of shipment, route, or carrier, Seller shall ship the goods at the lowest possible transportation rates, consistent with Seller's obligation to meet the delivery schedule set forth in this Order.
6. INSPECTION: All goods and services will be subject to inspection and test by FFBS at all times and places, including the period of manufacture and in any event prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as are not in accordance with this Order nor impose liabilities on FFBS for them. FFBS’ payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered may be returned to the Seller at Seller’s expense. Payment, if any, made for any goods rejected hereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to FFBS covering the goods and services ordered. Records of all inspection work by Seller will be kept complete and available to FFBS during the performance of this Order and for three (3) years after Seller's completion of this Order. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, including any applicable drawings and specifications, then FFBS, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such goods at Seller's expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services. If Seller fails to make the necessary inspection, removal, and replacement in a time and manner satisfactory to FFBS, FFBS may at its option inspect and sort the goods; Seller will pay any related costs.
7. WARRANTIES: Seller represents and warrants that (a) all goods and services are free of any claim of any nature by any third person and that Seller will convey clear title to FFBS, (b) all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit for the particular purposes for which they are acquired, and are provided in strict accordance with the specifications or other requirements (including performance specifications) approved or adopted by FFBS, and (c) all goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, and fit for the particular purposes for which they are purchased and that the goods and services are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by FFBS for a minimum of 365 days after receipt of goods and services. If Seller standard warranty period is longer than 365 days, the Seller’s time period of their standard warranty shall apply to the Order.
FFBS’ inspection, test, acceptance, or use of the goods shall not affect Seller's obligations under these warranties. Seller shall replace or correct, at FFBS’ option and at Seller's cost, defects of any goods not conforming to these warranties. If Seller fails to correct defects in or replace nonconforming goods within ten (10) calendar days from the date FFBS notifies Seller of the defect or defects, FFBS may, on ten (10) calendar days prior written notice to Seller, either (i) make such corrections or replace such goods and charge Seller for all costs incurred by FFBS, or (ii) revoke its acceptance of the goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller's cost, for the return of the goods to Seller. All warranties of Seller herein or that are implied by law shall survive any inspection, delivery, acceptance, or payment by FFBS. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of FFBS, must be agreed to in writing by an officer of FFBS.
8. GOVERNMENT CONTRACTS: If this Order has statements requiring compliance with US Government regulations on the face of this Order, Seller shall comply with all government requirements that FFBS is required to flow down to suppliers. The requirement flow down may be accomplished by referring to the specific clause or by summarizing the requirement. A copy of the government contract's pertinent terms and conditions will be given to Seller on request.
9. REMEDIES; INDEMNITY; DAMAGES: Seller agrees to defend, protect indemnify and hold FFBS, its successors, assigns, customers, and all subsequent users of the material sold hereunder harmless of, from and against all claims, losses, expenses, damages and liabilities, direct, incidental or consequential, arising from damage to or loss of property and injury or death to persons, including loss of profits and reasonable counsel fees, which may arise out of the use or alleged use of such material, this to include, without limiting the generality of the foregoing, payments under any worker’s compensation law and under any plan for
employees’ disability and death benefits. The remedies reserved to FFBS herein shall be cumulative and in addition to any other or further remedies provided by law. No waiver of any breach of these provisions shall be deemed to constitute a waiver of any other breach.
10. RECALLS AND SAFETY AND WARNING NOTICES: Seller is responsible for any recalls or safety notices of products sold on the Order. Seller shall notify FFBS of all product recalls or safety notices within 24 hours of publishing a recall or safety notice, and will promptly provide FFBS with all information reasonably requested regarding the recall or safety notice. Seller represents and warrants that (a) All appropriate warning notices applicable to all goods are either affixed to goods or provided with all single unit packaging of goods, (b) Safety Data Sheet(s), where applicable, are provided to FFBS and end user customers (in the instances where the product is drop shipped from supplier directly to end user) with all shipments of applicable product, (c) All goods with known PFAS content are identified as containing such by written notice to (i) FFBS, (ii) written notice is provided with all single unit packaging of goods. Said written notices must detail why PFAS is present in the product (its purpose).
11. COMPLIANCE WITH LAWS: On request, Seller shall furnish FFBS certificates of compliance with all applicable laws, orders and regulations of the Federal, State or municipal government or agency thereof, which apply to this Order. Seller agrees to indemnify and hold FFBS harmless from and against any and all costs, penalties, fines, damages and expenses, including reasonable attorney’s fees, suffered by FFBS, directly or indirectly through failure of Seller to comply with any such applicable law, regulation or order.
12. AFFIRMATIVE ACTION AND EMPLOYMENT STANDARDS: Seller and Seller’s subcontractors shall comply with all applicable federal, state, and local laws, rules and regulations governing labor or employee relations. Seller further agrees to adhere to any and all of FFBS’ environmental, health, safety and security policies and procedures. This Purchase Order is subject to the provisions of: 41 CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements. Seller must abide by the requirements of 41 CFR §§0-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.
13. LAW GOVERNING: This Order and all exhibits, addenda, attachments, related applicable contracts, and/or amendments hereto shall be interpreted and constructed in accordance with the Laws of the State of California, without regard to its principles of conflicts of laws. Venue for any suit by the Seller shall be in and only in the California state court of proper jurisdiction in Contra Costa County, California, or the United States District Court for the Northern District of California.
14. CONFIDENTIALITY: Any drawings, data, design, specifications, and other technical information supplied by FFBS shall remain FFBS’ property and shall be held in confidence by Seller.
15. DEFINITIONS: The term “Seller” as used herein also includes subcontractors, independent contractors and all classes of persons performing any type of work in connection with this Order or a related, applicable contract.
16. PATENTS AND COPYRIGHTS: Seller agrees to indemnify and to hold FFBS, its officers, agents, employees, and vendees (mediate and immediate) harmless from any and all loss, expense, damage, liability, claims or demands, either at law or in equity, for actual or alleged infringement of any patent, invention, design, trademark, or copyright arising from the purchase, use or sale of materials or articles required by this Order except where such infringement or alleged infringement arises by reasons of FFBS’ designs for such materials or articles furnished by FFBS to Seller.
17. AUDIT RIGHTS: Seller agrees to allow FFBS or its authorized agent or contractor to perform routine audits of the Seller to confirm that Seller’s performance is in accordance with the terms of each order. Such audits shall be at reasonable times and places to be scheduled upon the prior written notice from FFBS to Seller. Seller’s objection or refusal to participate in an audit pursuant to this provision shall constitute a material breach of the terms of any and all affected Orders.
18. GENERAL: This offer may not be assigned or portions sub-contracted by Seller without FFBS’ written approval. Seller will hold in strict confidence all business secrets communicated to it by FFBS.
19. SURVIVAL: All representations, warranties, and indemnity obligations contained in this Agreement shall survive the termination, cancellation or expiration of this Agreement.
This FFBS Standard Purchase Orders Terms and Conditions is effective as of February 10, 2021