TERMS and CONDITIONS

1. TAX Unless otherwise specified, the unit prices stated herein do not include Sales or Use Tax.
2. DEFAULT In case of default by the vendor, the County of San Joaquin may procure the articles or services from other sources and may deduct from any monies due, or that may thereafter become due to the vendor, the difference between price named in the contract purchase order and the actual cost thereof to the County of San Joaquin. Prices paid by the County shall be considered the prevailing market price at the time such purchase is made.
3. INSPECTION Cost of inspection on deliveries, or offers for delivery, which do not meet specifications, will be for the account of the vendor.
4. COPYRIGHT The vendor shall hold the County of San Joaquin, its officers, agents, servants, and employees, harmless from liability, of any nature or kind on account of use of any copyrighted, or un-copyrighted composition, secret process, patented or un-patented invention, articles or appliance furnished or used under this order.
5. ACTS OF GOD The vendor may not be held liable for failure or delay in the fulfillment of this order or prevented by fires, strikes or Acts of God.
6. FURNISHED MATERIAL Stock which may be furnished by the County to be used in this order shall be returned to the County free from damage from any cause and in accordance with all other terms and conditions of bid and order.
7. F.O.B. Unless otherwise stated, all shipments shall be F.O.B. Destination, on shipments sold F.O.B. point-of-origin - prepay charges and add to invoice. Original copy of paid express of freight bill must be attached to invoice.
8. DISCOUNTS In connection with any cash discount specified on this order, time will be computed from the date of complete delivery of all the supplies or equipment as specified, or from the date of delivery. Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing of the County warrant check.
9. WARRANTY Not withstanding any other provisions of this order, seller warrants that the materials, supplies or services furnished shall be of the most suitable grade and exactly as specified in this order. Such warranty shall include the following: performance, workmanship, labor, materials, seller's design or engineering contributions. If a defect is discovered in any item of materials, supplies or services covered in this order, seller shall correct at his expense (including shipping) such defects as are reported within one year after final acceptance of the applicable warranty period. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud, or such gross mistakes as amount to fraud, latent defects or specific failure to comply with the terms of this order. Unless otherwise stated in this order, the minimum acceptable warranty shall be one year from the date of acceptance by the County.
10. TRADE-IN The County of San Joaquin makes no guarantee or warranty as to the condition, completeness or safeness of any material or equipment that may be traded-in on this order.
11. HOLD HARMLESS The vendor agrees to defend, indemnify, and hold harmless the County of San Joaquin, its officers, employees, agents and servants, for any and all liability caused by the negligence or wrongful act of the vendor arising out of the performance of this agreement, or any act of omission of vendor, its agents, employees and servants, or for product liability or breach or warranty of vendor, either expressed or implied, and to pay all claims, damages, judgments, legal costs, adjuster fees and attorney fees related thereto.
12. CODE REQUIREMENTS All materials supplied are to be in conformance with all federal, state and local codes including, but not limited to, OSHA and CAL OSHA.
13. OTHER TERMS AND CONDITIONS The only terms and conditions that are valid are those issued by the Purchasing Agent; all other notices are hereby rejected.
14. RESPONSIBILITY Unless otherwise specified, the vendor shall be responsible for all items covered by this purchase order until delivered at the designated delivery point and the vendor shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.
15. CHANGES This purchase order may at any time, by written order, be changed in regard to the materials or services to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting a valid order. In the event such change causes an increase or decrease in the cost or performance hereunder, an equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Agent, and written notice given thereof.
16. VARIATIONS-QUANTITIES No variation in the quality or quantity of any item called for by this purchase order shall  be acceptable except in pursuance of written change order so authorizing and no change in cost shall be valid unless so ordered by the Purchasing Agent.
17. TERMINATION This purchase order may be terminated in whole or in any part at any time by written notice and the County shall be liable at the stipulated price only for such materials and/or services as have been delivered and/or rendered and accepted. The County shall not be liable for any excess costs arising out of such termination and failure of the vendor to cease delivery and/or work upon receipt of termination notice shall not occasion a claim for extra costs.
18. DISPUTES All disputes concerning questions of fact which may arise under this purchase order, and not disposed of by mutual consent, shall be decided by the Purchasing Agent.