Othello School District

CONDITIONS

Definitions. "Purchaser" means Othello School District, and "Seller" means the person, firm, or corporation from which the merchandise was ordered.

Contract. When properly signed and bearing a Purchase Order Number, this form is the only form that the Purchaser will recognize as authority for charging merchandise to its account. Supersedes all previous communications and negotiations, except as referenced herein, and constitutes the entire agreement between the parties, except as provided herein. The Seller, without the Written Consent of the Purchasing Agent, shall not make any changes, alterations, or variations to the terms of the Purchase Order. No terms stated by the Seller in accepting or acknowledging this Order shall be binding upon the Purchaser unless accepted in writing by the Purchaser. The seller may not assign this Order without the Purchaser's prior Consent. No Waiver by the Purchaser of a breach of any provision of this Order Shall Constitute a Waiver of any other breach of such provision or any other provisions. Time is of the essence in this Order. When a Bid Number is Cited on the face of this form, terms, Conditions, and Specifications offered by the Seller and accepted by the purchaser are made a part of this Contract.

Quantity. The quantity of merchandise delivered Shall not be greater than the amount specified.

Delivery. The seller shall deliver the materials, equipment, or supplies. Or cause the work to be performed within the time and manner specified in the Purchase Order.

Invoice. The invoice must be clearly legible and properly identify the Purchase Order number, item numbers, and coherent description of the merchandise being invoiced. It must show the name of the institution or department to which the merchandise was delivered or shipped.

Inspection. All merchandise is subject to the purchaser's inspection within a reasonable time after arriving at the destination. If, upon inspection, any merchandise is found to be unsatisfactory, defective, or of inferior quality or workmanship or fails to meet the specification or any other requirements of this Order. The purchaser may return such merchandise to the Seller at the Seller's expense. Payment for merchandise before the inspection shall not be construed as an acceptance of unsatisfactory or defective merchandise. Upon returning any unsatisfactory or defective merchandise, the seller should reimburse Purchaser for any amounts paid by the Purchaser on account of the purchase price of such returned merchandise and any costs incurred by the Purchaser in connection with the delivery or return of such merchandise.

Warranty. Seller Warrants that the merchandise will conform to its description and any applicable Specifications shall be of merchantable quality and fit for the purpose for which it is sold. This Warranty is in addition to any Standard Warranty Or Service guarantee given by the Seller to the Purchaser.

Title. Seller Warrants that the merchandise it sells to the Purchaser is free and clear of all liens and encumbrances and that Seller has a good marketable title to same.

Compliance. The seller agrees that the goods delivered shall comply with all ordinances, laws, and lawful regulations applicable to the purchase, manufacture, processing, and delivery of the merchandise and should obtain and pay for all required licenses and permits.

Nondiscrimination. No person Shall, on the ground of race, creed, color, national origin, marital status, disability, or sex, be excluded from participation in being denied the benefits of or be otherwise subject to discrimination under any activity done pursuant to this agreement.

Indemnification. Any and all claims which hereafter arise on the part of any and all persons as a direct or indirect result of the Contractor or its employee (s) or agent(s)'s performance or failure to perform duties pursuant to the agreement, Shall be the Contractor's sole obligation. The Contractor Shall indemnify and hold harmless the Othello School District #147 in full for any and all such acts or failures to act on the part of the Contractor, its employee(s), or agent(s).

Applicable Law. The laws of the State of Washington Shall govern this agreement.

Notice to Vendor. The Othello School District requires MSDS (Material Safety Data Sheets) to be included with all applicable items purchased. All materials and equipment must meet OSHA & WISHA requirements. The Othello School District requires that all vendors are nondiscriminating as to their employees and offer employment regardless of race, color, national origin, sex or handicap.