FINANCE & MANAGEMENT
OFFICE OF FINANCE & MANAGEMENT
705 W. University Avenue
Lafayette LA 70506
P.O. Box 4017-C, Lafayette LA 70502
Hours: 8:00 a.m. - 5:00 p.m.
Phone: 337-291-8201
Email: FinanceMgmt@LafayetteLA.gov
INTERIM DIRECTOR: Lowell Duhon
TERMS & CONDITIONS
1. CONTRACT. Buyer's purchase order, including all of its terms and conditions,
together with any documents of Buyer or supplemental terms and conditions of Buyer
stated or referenced on the face of the purchase order, constitutes the complete, final and
exclusive statement of the contract between Buyer and Seller. Acceptance of Buyer's
order is expressly limited to these terms and conditions. Additional, different or
inconsistent terms and conditions proposed by Seller in its quotation, acknowledgement
or acceptance of this purchase order or otherwise, are objected to and rejected. Buyer's
acceptance of goods or services from Seller shall not be deemed to be an acceptance of
any such conditional, different, or inconsistent terms and conditions. No changes or
additions of any kind to the terms and conditions stated herein, or waiver of any kind
shall be binding on Buyer unless agreed to in writing signed by an authorized
representative of Buyer. Commencement of performance by Seller shall be an acceptance
of all of Buyer's terms and conditions.
2. SHIPPING AND BILLING. Seller agrees to comply fully with all shipping and
billing instructions of Buyer. Goods are to be prepared for shipment with due care but no
charge shall be allowed for cartage, packing or other handling activities unless agreed
upon in writing. All goods must be shipped in time to meet delivery schedules (time is of
the essence) and at the most advantageous rates unless otherwise authorized in writing by
the Buyer. Invoices subject to cash discount shall be mailed on the day they are dated
and, if not, the discount period begins on the day received by Buyer's accounting
department. If a billing of lading or express receipt is not attached to the invoice, the
discount period shall begin when documents are received by Buyer's purchasing
department. All expenses incurred by Seller's failure to furnish necessary documents shall
be charged to and paid by Seller. Buyer shall have no liability for goods delivered to it
which are in excess of quantities specified in delivery schedules and reserves the right to
return at Seller's risk and expense all goods received by it in advance of the wanted date
for subsequent delivery on the wanted date. Seller shall bear all risk of loss or damages to
all goods ordered until they are actually received by the Buyer.
3. PRICE. Seller warrants that the prices quoted to Buyer are the lowest that these or
similar goods or services are sold by Seller to others and that they are complete and that
no additional charges of any type shall be added without Buyer's express written consent
in advance. Seller agrees that any price reduction for these or similar goods or services
after placement of this order but prior to payment will be applicable to this order.
4. CHANGES. Buyer shall have the right at anytime prior to the complete delivery of the
goods or services to make changes therein and changes in packaging, time, place and
schedule of delivery and method of transportation and Seller agrees to accept such
changes. If any such changes cause an increase or decrease in cost or the time required
for performance, and an itemized claim for adjustment is made within thirty (30) days of
the notice of change, and equitable adjustment will be made and this agreement modified
in writing in accordance with the adjustment.
5. INSPECTION AND QUALITY ASSURANCE. All goods and services ordered by
Buyer shall be Subject before delivery to inspection, tests, and audits by Buyer at
reasonable times and places. Seller agrees to provide access for Buyer to all facilities at
all reasonable times for such inspection, tests, and audits, and, at no additional cost, to
provide all tools, equipment, and assistance reasonably necessary. Inspection, tests, or
audits before delivery to Buyer do not constitute final acceptance nor do they or any other
inspecting, testing, or auditing by Buyer, or failure of Buyer to do so, relieve Seller from
exclusive responsibility for furnishing goods or services in full conformance with this
order. Seller warrants that it has and will maintain an adequate quality assurance and/or
control program for the goods or services ordered and that it makes and maintains
adequate authenticated quality control and/or assurance reports, records, certificates,
affidavits, and the like relating to the goods or services ordered. Seller agrees that upon
request and at no additional charge, it will promptly furnish authenticated copies thereof
as well as applicable certificates of conformance and/or compliance acceptable to Buyer
at the time of or after delivery.
6. REJECTION. Goods and services of Seller shall be received subject to inspection and
approval by Buyer after delivery. Buyer may give Seller notice of rejection or revocation
of acceptance ('rejection' herein), notwithstanding any payment, passage of title,
approval, prior test or inspection. No inspection, approval, test delay or failure to inspect
or test or failure to discover any defect or other nonconformance shall relieve Seller of
any obligations hereunder or impair or waive any right or remedy of Buyer. If it is
Buyer's judgment that they do not conform with the requirements of the order, Buyer
shall have the right to reject them and, in addition to its other rights and remedies, Buyer
shall have, without limitation, all of the following rights: (1) to return them to Seller for
reimbursement, credit, replacement, or corrections as Buyer may direct; (2) to correct,
rework, and/or replace them with the additional cost to be charged to and paid by Seller;
and (3) to hold them at Seller's risk and expense for disposal or correction according to
Seller's instructions. Any goods rejected by Buyer that are returned to Seller shall be at
Seller's risk and expense with the cost of packaging, handling, inspection, examination,
transportation and the like incidental thereto, to be charged to and paid by Seller. Such
goods shall not thereafter be tendered to Buyer for acceptance unless the previous
rejection and requirement of correction are disclosed to Buyer in writing.
7. TERMINATION. Buyer has the right to terminate this order and contract for
convenience, in whole or in part, at any time upon written notice to Seller. Unless such
termination is due to default of Seller or failure of Seller to assure adequate performance,
Buyer shall pay Seller on a pro rata basis for work completed as of the date of
termination and upon such payment all equipment, materials, work-in-progress, finished
goods, drawings, information, special tooling, and other things for which Buyer has paid
shall at Buyer's option become the property of Buyer and be released by Seller to Buyer
upon demand for pick-up and removal. The provisions of this clause are without
prejudice to any other rights or remedies of Buyer including those resulting from default
by Seller.
8. CANCELLATION. Buyer shall have the right to cancel this order and contract, in
whole or in part, if the goods or services are in Buyer's judgment non-conforming or
defective or not delivered as scheduled, or if Seller fails to comply with or fulfill any of
the terms and conditions of the order with Buyer's shipping and billing instructions, or if
in Buyer's opinion the credit or ability of Seller to perform becomes impaired, whereupon
Buyer shall have the continuing right to obtain the goods or services ordered from
another source with any resulting increase in cost thereof charged to and paid by Seller,
all without prejudice to any other rights or remedies of Buyer and in addition thereto.
9. PAYMENTS. Payments by Buyer of an invoice from Seller does not constitute
acceptance of the goods or services covered by the invoice. If the work covered by this
order may give rise to mechanics' liens or the like, payment shall not be due and the cash
discount period shall not commence until Seller has delivered to Buyer a complete
release of all liens arising out of the work or receipt in full covering all labor and
materials for which a lien could be filed or a bond satisfactory to the Buyer indemnifying
it against any lien.
10. CONFIDENTIALITY. Seller agrees not to publicize the fact that Buyer has
contracted with Seller and not to disclose any details or other information about the order
without Buyer's written permission. Unless otherwise known to the public, all
information disclosed by Buyer to Seller is confidential and proprietary and Seller agrees
that it shall not be disclosed or used except for the purpose of performing this agreement.
All things (such as drawings, documents, etc.) containing such information are the
property of Buyer and are to be delivered to it upon demand. Seller agrees that no
information disclosed by it to Buyer shall be confidential unless due notice thereof is
given in advance to and accepted by Buyer in writing.
11. WARRANTIES. Seller warrants that all goods and services furnished under the
order will conform to applicable specifications, instructions, drawings, data, samples,
standards, and regulations, will be merchantable, of best quality, material and
workmanship and free from all defects, will be as described and advertised and fit for the
intended purposes, and will be free from all liens and encumbrances. These warranties
are in addition to all other warranties, expressed, implied or statutory. Seller shall
indemnify, defend and hold Buyer fully harmless from any breach of these warranties and
this shall be without prejudice to any other rights or remedies of Buyer. Limitations on
Buyer's remedy (or disclaimers of warranties) in documents of Seller, or otherwise, shall
not be effective and are rejected. All warranties and all provisions of this clause shall
survive inspection or acceptance of payment for, and use of the goods or services ordered
and completion, termination, or cancellation of the contract, and shall run to Buyer, its
customers, successors, and assigns, and to users of the goods or services.
12. BUYER'S PROPERTY AND PARTS. All property of any kind supplied by or paid
for by Buyer shall be and remain Buyer's property and Seller agrees to be accountable for
it and to maintain it in good condition and repair except to the extent that it is integrated
into goods furnished by Seller to Buyer under this order. Parts of Buyer which have been
or are to be processed by Seller are consigned to Seller for the work specified and remain
Buyer's property. Property and parts of Buyer shall not be used for any purpose except to
satisfy this or other orders of Buyer to Seller. All Buyer's property and parts while in
Seller's custody or control shall be held at Seller's risk, free of all liens, encumbrances, or
security interests of Seller or third parties, and shall be kept insured by Seller at Seller's
expense in an amount equal to replacement cost with loss payable to Buyer. Seller agrees
to hold harmless, defend, and indemnify Buyer against all loss or damage to such
property or parts against claims of loss or damage arising out of such property of parts
while they are in Seller's custody or control. All property and parts are Subject to removal
by Buyer at any time and to return upon Buyer's request.
13. INDEPENDENT CONTRACTOR. Seller is and shall remain an independent
contractor. No employee, agent, or representative of Seller or its subcontractors shall be
deemed to be an employee of Buyer. Seller shall provide all safeguards and take all
necessary precautions in connection with work and services performed by or for it
relating to this purchase order to prevent the occurrence of any accident, injury, death,
loss, or damage to any person or property and shall be solely responsible therefore. Seller
warrants that all work and services relating to this purchase order will be done in a safe,
proper, and workmanlike manner and in compliance with all applicable codes,
regulations, laws, standards and specifications concerning safety, performance, and
otherwise and, without limitation, including work and services on or to premises
controlled by Buyer and to or with property or parts of Buyer. Seller agrees to indemnify,
defend and hold Buyer harmless from all claims based on injury to or by Seller's
employees, agents, or representatives or those of its subcontractors.
14. INDEMNIFICATION. Seller shall defend, indemnify, and hold harmless the Buyer,
its employees, agents, representatives, customers, and users of Seller's goods and services
from and against all demands, claims, damages, loss, or liabilities of every kind and
nature (including attorney fees and recall costs) based upon any allegations of, or
resulting from, any defect or non-conformity in the goods or services purchased by
Buyer, or any default or breach of this contract by Seller, or any act or omission of Seller,
its agents, employees, or representatives, or those of its subcontractors. Seller agrees to
indemnify, hold harmless, protect and defend the Buyer, its successors and assigns, its
customers and the users of its products against all suits and from all claims, demands,
judgments, settlements, costs, losses, damages, and attorney fees for actual or alleged
infringement of patents, trademarks, copyrights, trade secrets, or other actual or alleged
rights of third parties in connection with the goods or services of Seller, provided that
they are used as normally intended and are not made or performed to Buyer's own
specifications. All obligations of Seller to indemnify, hold harmless, protect and defend
are in addition to warranty obligations and all other rights or remedies of Buyer and
survive acceptance and use of the goods or services, payment, and completion,
termination, or cancellation of the contract.
15. COMPLIANCE WITH LAWS. Seller agrees to ascertain and comply with all
federal, state and local laws, regulations, and orders applicable to the production, sale,
and delivery of the goods and services covered by this contract. Upon request, Seller will
furnish Buyer with certificates of compliance with them. Seller shall certify that the
goods or services covered by its invoices are produced and/or rendered in accordance
with the Fair Labor Standards Act of 1938, as amended. Unless exempted, Seller also
certifies that they shall be produced in compliance with all applicable non-discrimination
laws, regulations, and orders, including those relating to the provisions of Executive
Order 11246,as amended by Executive Order 11375 (Equal Employment Opportunity),
38 USC Chapter 42,4212 (Vietnam Era Veterans Readjustment Assistance Act),
Section503 of the Rehabilitation Act of 1973 (Handicapped Regulations), and the
implementing regulations found at 41 CFR 60-1 & 2, 41 CFR 60-350, and 41 CFR 60-
741, respectively, are hereby incorporated by reference.
16. TOXIC AND HAZARDOUS SUBSTANCES. Seller warrants: (1) that any
chemical or substance supplied to Buyer for this purchase order is on the Toxic Substance
Control Act inventory or that the pre manufactured notice requirements thereof have been
satisfied and the chemical or substance is lawfully available for sale and use; (2) that
chemicals or substances supplied by it will be properly packaged and will have all
appropriate warning labels, instructions for use, and notices, and if supplied in bulk it will
give Buyer a supply of such warning labels, instructions, and notices for use in Buyer's
plant; (3) that it will supply with or before delivery and at any time upon Buyer's request,
all information known to it with respect to potential hazards involved in the handling,
use, storage, disposal, or transportation of the chemicals or substances, and all data on the
possible toxic or harmful effects and what precautions should be taken to eliminate or
reduce risks to a minimum; and (4) that it will ascertain and furnish all information
needed by Buyer to comply with all safety-related laws and regulations (including,
without limitation, those relating to applicable right-to-know laws ), and with laws and
regulations regarding composition, ingredients, or otherwise, including upon written
request promptly furnishing to Buyer a list of all ingredients therein. At Buyer's request,
Seller agrees that it will accept the return of unused toxic or hazardous chemicals or
substances furnished under this purchase order.
17. ASSIGNMENTS AND SUBCONTRACTING. No part of this order or payments to
be made by Buyer may be assigned or subcontracted without prior written approval of
Buyer. Such approval shall not relieve Seller of any of its obligations under this contract,
or otherwise, and it shall remain fully responsible for compliance with all the terms and
conditions.
18. NOTIFICATIONS. Seller agrees to immediately notify Buyer of any actual or
possible safety problems with goods or services furnished by it. Seller also agrees to give
Buyer reasonable advance notice of potential material shortages, labor disputes,
insolvency or other matters that might delay or interfere with its performance.
19. LIMITATION ON BUYER'S LIABILITY. In no event shall Buyer be liable for
consequential, incidental, or special damages of any kind or for damages in excess of the
price allowable to the portion of the goods or services on which the claim is based.
Action on any claim against Buyer must commence within one year after the cause of
action has accrued.
20. OTHER PROVISIONS. The provisions of this purchase order set forth the entire
agreement between Buyer and Seller. Provisions of the Uniform Commercial Code apply
to the entire agreement and to both goods and services of Seller. Buyer’s failure to assert
any right is not a waiver of it or any other right. Time is of the essence. All money due to
Seller is subject to deduction or set-off by Buyer to cover any counterclaim arising out of
this or any other transaction with Seller. If the development of goods or the services
performed by Seller and paid for by Buyer under this order result is patentable,
copyrightable, or proprietary property, all rights, title, and interest thereto shall belong to
and be assigned to Buyer, unless otherwise specified in writing. The remedies provided
herein for Buyer are cumulative and in addition to any other remedies provided in law or
equity or by statute.