HHA PURCHASE ORDER TERMS AND CONDITIONS
(April 7, 2014)
Definitions.
“Items”: A tangible or physical product.
“Services”: The rendering of time, effort, or work being procured by HHA per the attached purchase order.
“Successful Party(ies)”: The bidder, consultant, contractor, firm, offeror, proposer, or vendor who has responded to a verbal or written solicitation issued by HHA (i.e., Invitation For Bid, Request for Proposals, Verbal Quotes, Qualification Based Solicitation), and HHA has agreed to procure items or services from them based on their response.
Acceptance. HHA shall interpret that these terms and conditions have been accepted by the successful party when they: (1) deliver the item(s) specified on the purchase order; or (2) perform any service(s) specified on the attached purchase order (and/or mutually agreed upon contract); or (3) issue an invoice that contains the corresponding purchase order number that has been issued by HHA.
Applicable Laws. Independent of HHA, the successful party shall ensure that all items and/or services furnished to HHA in connection with the attached purchase order and/or executed contract will comply with all ordinances, laws, and statutes, issued by the City of Houston, the State of Texas, and the Federal Government that will affect the performance of the successful party.
Assignment: The successful party’s rights and obligations herein shall not be assigned, delegated, sold, or otherwise transferred without HHA’s prior written consent, and does not confer any rights upon any third party.
Cancellation. HHA reserves the right to cancel the attached purchase order or any portion thereof at any time. If HHA cancels the attached purchase order after the successful party has made partial deliveries and/or partially performed the required service(s), then HHA will pay the successful party the mutually agreed amount for the item(s) or service(s) furnished to HHA – provided such item or service is acceptable to HHA.
Communication. Communications concerning the attached purchase order must be directed to HHA’s Procurement Department.
Electronic/Facsimile Transmission. If this Purchase Order is transmitted by fax or by other means of electronic transmission, such transmission shall have the legal significance of a duly executed original delivered to the successful party, but only if the Transmittal is sent directly from HHA’s Procurement Department.
Ethics. When delivering the items and/or during the performance of any service relating to the attached purchase order and executed contract (if applicable), the successful party agrees to not hire a person to solicit or secure a contract for a commission, percentage, brokerage, or contingent fee except for bona fide established commercial agencies. Additionally, the successful party agrees to conduct themselves in a professional manner, submit a Conflict of Interest (CIQ) Form, and will not offer anything of value to any HHA employee in exchange for future business.
Fixed Price. The price(s) listed on the attached purchase order and/or mutually agrees upon executed contract are firm, and will remain as such during the period of performance. HHA will not recognize any price increases imposed by the successful party, unless it has been mutually agreed upon, in writing, between the successful party and HHA.
Freight and Risk of Loss. Unless otherwise mutually agreed upon in writing, all items shall be delivered F.O.B destination, and HHA will not be responsible for freight/shipping charges. Unless the Purchase Order expressly states otherwise, all goods shall be shipped FOB: the "Ship to" location designated in the Form. Risk of loss shall not pass to HHA until goods called for in this Purchase Order actually have been received and accepted by the HHA at the destination specified herein. Successful party assumes full responsibility for packing, crating, marking, transportation and liability for loss and/or damage even if HHA has agreed to pay freight, express or other transportation charges.
Hazardous Materials. If furnishing an item that contains hazardous materials, the successful party must, compliant with applicable law, label each container listing the identity of such material and must promptly furnish a Material Safety Data Sheet (MSDS) to HHA’s Purchasing Manager.
Improper Performance and Disputes. In addition to other remedies provided by law, HHA reserves the right to reject any goods or to revoke any previous acceptance and to cancel all or any part of the Purchase Order if successful party fails to deliver all or any part of the goods or perform any of the work in accordance with the terms and conditions of this Purchase Order. Acceptance of any part of the Purchase Order shall not bind HHA to accept any future shipments or work, nor deprive it of the right to return goods already accepted. At HHA's option, if HHA so elects in its sole discretion with regard to any particular dispute, any dispute arising in connection with this Purchase Order shall be resolved by arbitration in Houston, TX in accordance with the rules of the American Arbitration Association; and all disputes shall otherwise be resolved in and only in the Harris County, TX as the exclusive judicial forum. HHA AND SUCCESSFUL PARTY WAIVE THEIR RIGHT TO A JURY TRIAL WITH REGARD TO ANY DISPUTE ARISING IN CONNECTION WITH THIS PURCHASE ORDER.
Indemnity. The successful party shall INDEMNIFY, DEFEND and HOLD HARMLESS HHA, as well as HHA’s commissioners, officers, employees, and agents (collectively, “HHA Indemnities”) from and against all claims, lawsuits, judgments, liabilities, losses, costs, damages, injuries, fines, penalties, expenses, awards, and reasonable attorneys’ fees and court costs, arising under the successful party’s performance under or breach of this PO, or under any negligence, strict liability, or other torts or any violation of laws, including any obligation to protect health or the environment caused by or on behalf of the successful party (collectively “Liabilities”). This indemnification shall survive acceptance by HHA of any item(s) or service(s) the successful party has delivered or provided to HHA, and any payment(s) they have received from HHA.
Independent Status. The successful party acknowledges, and affirms that they are not an agent, representative, or employee of HHA.
Insurance. Unless otherwise agreed to in writing by HHA, the successful party shall obtain and maintain at all times during the period of performance associated with the attached purchase order, the required levels of insurance as specified in the request for goods or services, and provide proof of coverage when requested by HHA.
Inspection. HHA reserves the right to inspect Items prior to acceptance and/or payment. Items which, in the opinion of HHA, do not conform to HHA’s specifications or are determined to be defective may be rejected, and shall be promptly replaced by the successful proposer, at its risk and expense, or if refurbished or completed by HHA, the cost may be deducted from payments made or owed to any successful party.
Intellectual Property. If the attached purchase order is for design services, then all concepts, ideas, designs, drawings, and specifications created under it (“Work Product”) are HHA’s property upon creation, provided that Work Product does not include the successful party pre-existing proprietary information. Furthermore, the successful party agrees that it has been hired to create all Work Product and assigns to HHA the title, rights, and ownership of the Work Product.
Invoices. The successful party shall submit an original invoice referencing the attached purchase order number to the address specified on the face of the purchase order, and a copy of the receiving document showing the name of the HHA employee who received/accepted delivery. Excess items delivered by a successful party will be made at their expense, unless prior approved by HHA’s Procurement Department, and HHA shall have no further obligation or duty with respect to payment of said item(s).
Payments. Payments terms are net 30 days, however; invoices which do not match any mutually agreed upon contract, or which cannot be substantiated, may be delayed without penalty.
Prompt Payment Discounts. When offered by a successful party, HHA will take advantage of prompt payment discounts. Discounts are calculated from the date the invoice is received by the Accounts Payable Dept. of HHA.
Record Keeping and Inspections. The U. S. Department of Housing and Urban Development, the Inspector General of the United States, the HHA, and any duly authorized representatives of each shall have access to, and the right to examine any and all pertinent books, records, documents, invoices, papers, and the like of the firm(s) office, that relates to any work that is performed as a result of the request for goods or services.
Savings Clause. The invalidity, illegality, or unenforceability of any provision of the attached purchase order or its related documents, or the occurrence of any event rendering any provision of the purchase order or its related documents void, shall not affect the validity or enforceability of any other provision. Any such provision shall be severed from the attached purchase order and the remainder shall be construed and enforced as if it did not contain it.
Taxes. Per Sec 151.309 and 151.310 of the Texas Tax Code, HHA is a tax-exempt entity. Consequently, all prices shall be exclusive of taxes unless otherwise mandated by law. HHA’s Procurement Department can provide a tax-exempt certificate upon request.
Waiver. Failure by HHA to insist upon strict compliance with any provision(s) contained herein shall not be construed by the successful party as a waiver of said provision(s).
Warranty. The successful party warrants that all Items are new (unless otherwise mutually agreed upon in writing), free from defects (including defects in title), conform to industry standards and good practice, and is suitable for their intended purpose. Neither acceptance of, nor payment for, an Item shall constitute a waiver or modification of any warranties by the successful party or any rights of HHA.
Valid Terms. The attached purchase order, and any written mutually agreed upon Terms and Conditions constitute the entire agreement between HHA and the successful party, and supersede all prior offers, negotiations, exceptions, and understandings, whether oral or written.
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