Purchase Order Terms and Conditions
General Terms and Conditions of Purchase Order
This Purchase Order (“Order “ or “Purchase Order”) is expressly subject to the terms and conditions hereof (“Terms and Conditions”) as well as those on the face of this Order and any additional bids/contracts referenced by the District, and such documents constitute the entire agreement between the District and Contractor and supersede all previous communications, either written or oral with respect to the subject matter of this Order. This Order supersedes and control over any Contractor form(s) included in or attached to any bid, proposal, offer, acknowledgement or otherwise, in the event of inconsistencies or contradictions, regardless of any statement to the contrary in such forms(s). This Order further expressly limits the agreement between the parties to the terms and conditions stated herein, which terms and conditions shall not be varied except in writing signed by the District’s duly authorized representative. The District reserves the right to cancel all or selected line items of this Purchase Order without penalty. The Purchase Order is subject to conditions herein. This Order is not valid unless signed by a duly authorized representative of District.
SCOPE AND PROVISION OF GOODS AND SERVICES
Contractor agrees to provide the District the Goods and/or services listed and described on the Purchase Order at the prices specified, strictly in accordance with these Terms and Conditions. Commencement of performance shall be deemed to constitute acceptance of this Purchase Order by Contractor.
SHIPMENT
Shipment and delivery date(s) specified in the Order are of the essence. Goods shipped that are in excess of the quantity ordered or are not priced in accordance with the Purchase Order, are subject to return to the Contractor at the Contractor’s expense. Shipping terms shall be FOB Destination Point, Freight Prepaid and Allowed; Goods must include packing list showing items shipped and Purchase Order number. Contractor is responsible for any and all redelivery charges for failure to ship to the correct address.
DELIVERY
The Contractor shall be liable for the full replacement value of any Goods lost or damaged. All deliveries must be made inside each facility and location specified on the front of this Purchase Order. Deliveries shall only be made Monday through Friday, with the exception of holidays, to offices - between 8:30 a.m. and 4:30 p.m., and to schools - between 9:00 a.m. and 3:00 p.m. If Contractor fails to deliver or perform as and when promised, the District in its 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 Contractor with any loss or expense sustained as a result of such failure to deliver or perform as promised
GOVERNING LAW
This Purchase Order shall be governed, construed and interpreted under Missouri law, and shall be deemed to be executed and performed in the County of St. Louis, Missouri. Any legal action relating to this Agreement shall be governed by the laws of the State of Missouri, and the parties agree to the exclusive exercise of jurisdiction and venue over them by a court of competent jurisdiction located in the County of St. Louis, Missouri, or federal court located in the City of St. Louis, Missouri.
TAXES
The District is exempt from state, sales, and use taxes and federal excise taxes. A copy of state tax exemption letter is available upon request.
TERMINATION
The District may terminate this Purchase Order for convenience by giving Contractor 15 days written notice of termination.
WARRANTY
Contractor expressly warrants that all Goods covered by this Purchase Order will conform to the specifications, drawings, samples or other description furnished or specified by the District, will be fit and sufficient for the purpose intended and will be merchantable, of good material and workmanship and free from defect. Contractor also warrants that the Goods covered by this Purchase Order which are of Contractor design or are Contractor standard products are in accordance with Contractor specifications and will be fit and sufficient for the purpose intended.
INTELLECTUAL PROPERTY
Any software, research reports, studies, data, photographs, or other documents, drawings or materials (collectively “materials”) delivered by Contractor in the performance of its obligations under this Order shall be exclusive property of the District. Further, Contractor represents and warrants that the Goods will not infringe on any United State or foreign patent, trademark, copyright, trade secret or other proprietary right of a third party.
HOLD HARMLESS
Contractor hereby agrees to defend, hold harmless and indemnify the District from and against all liabilities, actions, suits, claims, damages, costs, expenses and losses arising from the Goods and from the District’s use, sale or other disposition of the Goods and/or the breach of any warranty contained herein. Contractor agrees to carry comprehensive general liability insurance and workmen’s compensation insurance, satisfactory to the District, and upon request, to furnish written evidence of such insurance coverage.
INSPECTION AND ACCEPTANCE
No Goods delivered and received pursuant to this Purchase Order shall be deemed accepted until the District has had reasonable opportunity to inspect said Goods. All Goods which are discovered to be defective, or which do not conform to any warranty of the Contractor herein upon initial inspection or at any later time if the defects contained in the Goods were not reasonably ascertainable upon the initial inspection, may be returned at the Contractor’s expense for full credit or replacement. No Goods returned as defective shall be replaced without District’s authorization. Such return shall in no way affect District’s discount privileges.
CHANGES
No alteration in any of the terms, conditions, delivery, prices, quality, quantities, or specifications of this Purchase Order will be effective without written order or consent of a duly authorized representative of the District. Unauthorized substitutions will be made entirely at Contractor’s risk and, at the District's option, may be returned without prior authorization at Contractor’s expense.
ASSURANCE OF PERFORMANCE
If Contractor fails to perform when due any delivery and/or service required by this Order, or District in good faith has any other reason to question Contractor’s intent or ability to perform, District may, at its election, demand adequate assurance of performance, including that Contractor furnish at Contractor’s expense, a performance bond or letter of credit, conditioned to indemnify District for any loss District may sustain by failure of Contractor to perform. If Contractor fails to comply with such demand within ten (10) business days thereafter, District may treat this failure as a default.
COMPLIANCE WITH LAWS
Contractor agrees to comply with all applicable federal, state and local laws, regulations and policies, as amended, including those regarding discrimination, unfair labor practices, anti-kick-back and collusion.
LIENS, CLAIMS AND ENCUMBRANCES
Contractor warrants and represents that the Goods when delivered hereunder, will be free and clear of all liens, claims, encumbrances and infringements of any patents, trademarks, copyrights or franchise rights.
PAYMENT TERMS
Net 45 days from date of invoice. Invoices must be sent to payables@psdr3.org or address shown on face of purchase order.
NO ASSIGNMENT
Contractor shall not assign its rights or delegate its duties under this Order or subcontract any part of the performance required under this Order without the prior written consent of the District, and any attempted assignment, delegation or subcontracting without such consent shall be void. This Order shall inure to the benefit of and be binding upon Contractor and District and their respective successors and assigns.
INDEPENDENT CONTRACTOR
Contractor is an independent contractor, and nothing contained herein shall constitute or designate Contractor or any of its agents or employees as agents of the District.
OTHER
Purchase Order number must be marked on the invoice and all packages. Contractor is responsible for any and all charges for failure to ship to correct address.
Dated 05/14/2025