Reference no: EM132284565

Explain the types of risks to which agencies/firms may be exposed throughout the course of a contract. Read the attached Sample Terms & Conditions document, and identify how the terms and conditions protect the awarding agency/firm from excessive risk. Cite specific examples from the document.

Sample Terms and Conditions/Purchase Order Terms and Conditions

1. CONTRACT. This Purchase Order includes these Purchase Order Terms and Conditions, the purchase order form (the “Form”) and any exhibits thereto. The Contract Documents consist of this Purchase Order, and all of the following supplied by Purchaser; the General Conditions, Supplementary Conditions and the Speci?cations (where applicable), and all addenda issued before, and all Modi?cations issued after execution of this Purchase Order. These form the Contract, and all are as fully a part of the Contract as if attached to this Purchase Order or fully set forth herein. Commencing performance of or accepting this Purchase Order shall indicate Supplier’s intent to be bound by the terms and conditions of the Contract Documents (the “PO Terms”), shall constitute an acceptance by Supplier of each of the PO Terms, and shall form a contract under the laws of the Commonwealth of Pennsylvania. The Contract Documents shall constitute the entire agreement between the parties with respect to the subject matter of this Contract and may not be modi?ed, added to or rescinded except by a subsequent writing signed by Purchaser. Notice of objection is hereby given to any different or additional terms in Supplier’s quotations, acknowledgments, invoices, or in any other communication from Supplier unless Purchaser expressly agrees to such terms in writing. Payment, acceptance of goods, or inaction by Purchaser shall not constitute Purchaser’s consent to or acceptance of any such terms. 2. PARTIES. a. Purchaser or Owner (terms are interchangeable): ———– - Of ———— b. Supplier or Contractor (terms are interchangeable): As set forth on the Form. 3. TERMS. a. The term “goods” includes goods, material, chattels, equipment, machinery, manufactured articles, merchandise, ?xtures, products, appliances, plant and any other items to be supplied pursuant to this Purchase Order. b. The term “warranty” includes warranties, guarantees, representations and promises. 4. DELIVERY. The goods shall be tendered by delivery to Purchaser at the time and place speci?ed in the ASHIP TO@ Section on the Form. The times set forth for delivery are of the essence. Supplier is responsible for maintaining and providing proof of delivery. Packing lists must accompany each case or parcel, showing this POs number and a complete description of contents. Supplier shall prepay all transportation charges. If transportation of the goods is undertaken by an entity other than Supplier, Supplier shall be responsible for and handle all claims against such entity for shortages, damages, theft and other such occurrences. 5. IDENTIFICATION/RISK OF LOSS/TITLE. Identi?cation of the goods shall occur as soon as the Purchase Offer is received by Supplier. Risk of loss of and clear title to the goods shall pass to Purchaser at the time that conforming goods are received and accepted by Purchaser. 6. PURCHASE PRICE. The Purchase Order Total Price (also referred to as the Contract Sum) and Unit Prices shall be as speci?ed on the Form, subject to Section 9 hereof. They shall not include sales and use taxes for which an exemption is applicable. Purchaser shall have no responsibility for payment of over shipments, goods not delivered due to shortages, theft, etc., or otherwise non-conforming shipments. Purchaser’s count shall be accepted as ?nal and conclusive for all shipments. If Purchase Price is omitted and is not covered by a blanket order or agreement, this order is to be ?lled at the lower of (i) the price last quoted or charged or (ii) the lowest prevailing market price. All prices are FOB Purchaser’s on-Site receiving area unless otherwise speci?ed. If shipment is indicated as FOB Supplier’s plant, Supplier will arrange for shipping, prepay the freight charges and add them to the invoice. Collect shipments will be returned at Supplier’s expense. 7. PAYMENT. a. Payment shall be processed generally as follows except that in the event of a con?ict with the terms of the General Conditions, the terms of the General Conditions shall prevail. b. For contracts not requiring on-Site Work, payment shall be processed generally as follows subject to the General Conditions. One invoice shall be submitted for the Purchase Order. No invoices will be processed for payment until Purchaser has received goods, has inspected them and has determined that they are conforming. Invoices shall be considered as dated the later of the day the invoice is received or the day the goods are received and accepted by Purchaser. Payment for conforming goods shall be paid within ?fty (50) days of the later of the date of Final Completion or the date of the invoice. With respect to invoices covering mechanical equipment and similar goods which cannot immediately be put into operation, Purchaser reserves the right to withhold from payment of such invoice retainage of 10% of the amount thereof pending approval of the operation of such equipment and/or goods. Purchaser shall pay for the goods by check. Payments on cash discount items will be rendered less any applicable cash discount. 8. WARRANTIES. a. Supplier warrants to Purchaser that all items covered by this Purchase Order conform to the samples, drawings, speci?cations, plans, or other descriptions provided by Purchaser (collectively, “Speci?cations”). Suppliers are not authorized to substitute. All goods shall be merchantable; ?t for Purchaser’s intended purpose; of good material, workmanship and design; and free from defect. Supplier also guarantees that the goods are of suf?cient size or capacity to perform as speci?ed. b. Supplier agrees that Purchaser and any representative designated by Purchaser, for itself and on behalf of Purchaser.