General Terms and Conditions for Purchase Orders

1. Prices, Quantities - Prices shown on the face of this Purchase Order shall be firm and fixed unless otherwise agreed to in writing by Hayes Mechanical.  Shipments shall not vary from quantities specified herein unless agreed to, in writing, by Hayes Mechanical.
2. Acceptance, Inspection, Rejection - By acceptance of this purchase order and/or performance hereunder, Seller agrees to comply fully with the terms and conditions of sale set forth on both the front and reverse sides hereof and any supplements thereto which are incorporated by a reference herein. Acceptance of this Purchase Order is expressly limited to the terms and conditions contained herein and none of the Seller's terms and conditions in acknowledging or accepting this order shall apply. Acceptance of the goods or services under this Purchase Order shall not constitute acceptance of Sellers terms and conditions. No employee, representative or agent of Hayes Mechanical has any authority to bind Hayes Mechanical to any affirmation, representation or modification concerning the services or goods to be provided hereunder unless such authority is specifically included within the Purchase Order or as a written amendment hereto and signed by an authorized representative of Hayes Mechanical Purchasing Department. You will provide in the shops sufficient, safe and proper facilities at all times for the inspection of the work by us or the Architect, and upon request, you will produce all voucher(s) showing the quality of the material used, and you take all steps necessary to procure the approval of materials and will deliver samples thereof and subject such materials to testing whenever required. You shall within 24 hours after receiving written notice from us to that effect, proceed to and remove from the grounds or building all materials condemned by us or the Architect, whether worked or unworked. Final inspection and acceptance of goods or services shall be at the ship to address shown on the face hereof unless otherwise agreed to in writing. Non-conforming goods shall be returned, freight collect, and Seller shall be debited for all cost including handling expense. Such rejected goods shall be deemed to be the property of the Seller.
3. Deliveries, Remedies, Waiver - Time is of the essence of this order. Advise us immediately as to the time required to make shipment after material is released. If Seller fails to make deliveries or perform services at the time agreed upon or performs the work hereunder in such a fashion as endangers its ability to make timely deliveries or to render prompt performance of services, Hayes Mechanical reserves the right to cancel, purchase elsewhere and hold Sellers accountable for any additional costs or damages incurred by Hayes Mechanical and Seller will indemnify Hayes Mechanical for any loss sustained by it or liability incurred on account of delays caused by the Seller’s failure to maintain agreed delivery schedules. Goods purchased F.O.B. Seller's plant or shipping point shall not be considered delivered until they reach the ship to location indicated hereon. Should Hayes Mechanical opt to correct nonconforming goods, Seller shall reimburse Hayes Mechanical for actual expenses that Hayes Mechanical incurs. Rights and remedies hereunder are cumulative and in addition to those which Hayes Mechanical has at law. Approval by Hayes Mechanical of Seller's proposed design Test Plans and/or procedures, manufacturing process, methods, tooling or facilities shall not relieve Seller from complying with all requirements of this order. No materials shall be released or work started, until you are notified by the Hayes Mechanical unless purchase order specifies otherwise.
4. General Shipping Instructions - For shipment made F.O.B. shipping points: a) all shipments made (prices will include all shipping charges) in one day to the same location via the same carrier shall be consolidated on one bill of lading. No shipments via UPS or Federal Express or any other package service without the express request or approval by the Hayes Mechanical Purchasing Department; b) unless otherwise specifically instructed, shipment to be via limited liability carriers (air freight, UPS, etc.) and those subject to replace value ratings shall be declared at replacement value and shipped at the lowest transportation charge available; c) Seller shall comply with Hayes Mechanical shipping and routing instructions. All materials shall be properly packed for shipment and each item shall be individually marked with the purchase order number, complete description of item and the location in which it is to be installed. Seller shall not use premium cost transportation unless authorized by Hayes Mechanical. Losses and/or excess charges resulting from deviation from Hayes Mechanical instructions will be charged to Seller's account. All deliveries will be made inside unless stipulated otherwise and billed back, when necessary, to Hayes Mechanical at exact cost.
5. Proof of Shipment - Seller shall forward the receipt or bill of lading signed by the carrier with Seller's invoice as evidence of shipment. Seller shall receive and retain mailing receipt for uninsured Parcel Post.
6. Property - All materials, tools, plates, artwork, film, drawings, specifications and similar items furnished or paid for by Hayes Mechanical shall be dearly identified as Hayes Mechanical property; removable by Hayes Mechanical at any time at no additional cost, used only in filling Hayes Mechanical orders; shall be inventoried by Seller; kept separated from other such materials; treated confidentially and not disclosed to any third party and disposed of by Seller as Hayes Mechanical shall direct. Seller shall be responsible for loss or damage to any of Hayes Mechanical property, excepting normal wear and tear, and shall furnish Hayes Mechanical a written inventory upon request.
7. Work and Materials - All work and materials, and all labor if included in this order, shall be in strict accordance with our obligations with relation thereto as provided in the general contract, subcontractors, plans, specifications, general conditions, and addenda to any of the foregoing, and any and all additional contract documents, which are made a part hereof and shall be subject to all rulings and meet the approval of and be accepted by all the parties, hereto, having jurisdiction, as provided in the general contract. You will comply with all regulations, orders, and directions, of Federal, State and Municipal Governments and Agencies and subdivisions thereof.
8. Supplementary Documentation - Any specifications, drawings, notes instructions, engineering notices of technical data referred to herein shall be deemed to be incorporated herein by reference. In any case of discrepancies or questions, refer to Hayes Mechanical Purchasing Department for decision, instructions, or interpretation. All drawings, prints, tests, molds, samples, photographs, models, guarantees and the like will be furnished at Seller's expense.
9. Warranty/Patents - Unless a different warranty is set forth herein, Seller warrants all goods and/or services delivered or provided hereunder to be free from defect in materials or workmanship, fit for the purpose intended for a period of twelve (12) months from delivery to Hayes Mechanical and to conform strictly to the specifications drawings or sample specified or furnished and any supplemental documentation referenced herein. Seller shall comply with all applicable Federal, State and Local laws, rules ordinances and regulations and obtain, when necessary, various agency approvals at no additional cost. Seller guarantees control of all patented devices, process, materials and equipment, used in performing or filling this order, and shall defend and indemnify us against 211 suits, damages, and claims, arising from the use of same at any time, and shall pay all costs, expenses, and judgments, in connection therewith.
10. Injury Prevention - To the extent that Seller's agents, employees or subcontractors enter upon premises occupied by or under control of Hayes Mechanical in the course of the performance of this order, Seller shall take all necessary precautions to prevent the occurrence of any injury (including death) to any person or damage to any property, arising out of any acts or missions of such agents, employees, subcontractors and except to the extent that any such injury or damage is due to Hayes Mechanical negligence, shall indemnify Hayes Mechanical against any loss, claim damages, liability, expense (including reasonable attorney's fees) and cause of action whatsoever, and the Seller shall maintain such public liability, property damage and employee's liability and compensation insurance as will protect Hayes Mechanical from any of said risks and from any claims under any applicable Workers Compensation and Occupational Disease acts.
11. Changes - Hayes Mechanical may at any time by a written order, and upon notice to the Seller, make changes within the general scope of this order in any one or more of the following: 1) Drawings, designs or specifications; 2) method of shipment or packaging; 3) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for the Hayes Mechanical performance of any part of the work under this order, an equitable adjustment shall be made in price or delivery schedule, or both, and the order shall be modified in writing accordingly. When such change is a change in the general contract, any increase shall not exceed the amount allowed by the owner, less a reasonable overhead and profit to, and deductions shall be in the amount taken by the owner. Any claim by Seller for adjustment under this clause must be asserted in writing within thirty (30) days from date of receipt by Seller of the notification of change. Only Hayes Mechanical written change order may modify this order.
12. Notice of Delay - Whenever any actual or potential event, including labor disputes, occurs that delays or threatens to delay the timely performance of this order, Seller shall give immediate notice thereof to Hayes Mechanical.
13. Third Party Assignment/Sublet - Neither this order nor any rights and obligations under it shall be assigned or sublet to a third party by the Seller without prior written consent of Hayes Mechanical.
14. Bankruptcy - In the event of any proceedings in bankruptcy or the insolvency of Seller, or in the event of an assignment for the benefit of creditors, then Hayes Mechanical may cancel this order for default and hold Seller accountable for any additional cost of damages incurred by Hayes Mechanical.
15. Publicity, Promotion, or Advertising - Seller shall not issue any news release, advertisement publicity or promotional material regarding this order (including denial or confirmation thereof), without Hayes Mechanical prior written consent.
16. Contract - This order and the acceptance thereof shall be a contract governed by the laws of the State of Illinois.
17. Cancellation/Termination - Hayes Mechanical may at any time terminate this order in whole or in part for its convenience upon written notice to Seller.  Purchase orders issued prior to final award of contract by the awarding authority shall be subject to this award and shall be null and void if final award is not made to Hayes Mechanical.

18. Equal Employment Opportunity - It is the policy of Hayes Mechanical, Illinois to provide equal opportunity in employment to all employees and applicants for employment.  No person is to be discriminated against in employment because of race, religion, color, sex, age, national origin, disability, or military status or any other protected status under applicable state or local law.  Hayes Mechanical policy SOP-0226. (a copy of which may be obtained from our office).

     

    Seller's liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees. Seller shall indemnify, defend and hold harmless Hayes Mechanical, from and against all claims, losses, damages, expenses and/or costs arising from Seller's breach of the aforesaid warranties. This indemnification shall not be subject to any limitation of remedies that are contained in any agreements) or purchase order(s) between Seller and Hayes Mechanical and shall survive the termination of any agreement(s) or purchase order (s) between said parties.

     

    To the fullest extent permitted by law, Seller shall indemnify, protect, defend and hold harmless Hayes Mechanical, the project owner, the project architect, the project engineer and agents and employees of any of them from and against any and all work, materials and labor provided by Seller under this Purchase Order (including work, materials and labor provided by Seller’s subcontractors and suppliers, anyone directly or indirectly employed by them or anyone for whose acts they be liable), except to the extent that the claims, judgments, damages, losses and/or expenses were caused by or resulted from the negligence of Hayes Mechanical, the owner, the architect, the engineer, or their agents or employees.