All materials and equipment furnished under this order shall be guaranteed by the Seller against defects, and Seller agrees to replace without charge to Purchaser said material and equipment, or remedy any defects, latent or patent, not due to ordinary wear and tear or to improper use or maintenance, which may develop within one year from date of acceptance by the Owner, or within the guarantee period set forth in applicable plans and specifications, whichever is longer.
All material and equipment furnished hereunder shall be in strict compliance with plans, specifications, and general conditions applicable to the contract of the Purchaser with the Owner or another contractor, and Seller shall be bound thereby in the performance of this contract. Such applicable contract, plans and specifications are available for inspection by Seller to Purchaser’s office.
All material and equipment furnished under this order for a specific project shall be subject to the approval of the architect, engineer, or any other designated party, and Seller shall furnish the required number of submittal data or samples for said approval. In the event approval is not obtained, the order shall be canceled, with no liability on the part of either Purchaser or Seller, unless the order is placed with the understanding that the material and/or equipment is to be supplied of the type and in such a manner as to meet requirements of plans and specifications. In the latter case, Seller shall comply without further cost to Purchaser.
Seller shall guarantee work covered under this purchase order to produce capacities or meet design specifications and function (1) as called for in the plans, specifications or addenda. (2) as herein set form, and (3) as published or warranted by the manufacturer for the equipment involved. In the event that the Seller’s goods, materials, equipment, labor or work does not meet the foregoing requirements, Seller shall immediately, upon notice, replace or repair same or remedy any deficiency without expense to Purchaser. In the event of Seller’s default hereunder, Seller shall pay all special, indirect, incidental or consequential damages incurred by Purchaser, including but not limited to, Purchaser’s attorneys’ fees, court costs, expert or opinion witness fees and interest accruing at the rate of
1-1/2% per month accruing from date of notice or demand. Seller shall indemnify and hold Purchaser harmless from any and all claims made against Purchaser arising from defects in the goods, material equipment, labor or work supplied by Seller.
The material and equipment covered by this order, whether in a deliverable state or otherwise, shall remain the property of the Seller until delivered to a designated site and actually received by the Purchaser, and any damages to the material and equipment or loss of any kind occasioned in transit shall be home by the Seller, notwithstanding the manner in which the goods are shipped or who pays the freight or other transportation costs.
To the fullest extent permitted by law, the Seller shall indemnify, defend and hold harmless Purchaser, its parent, affiliates, and subsidiaries, the Owner, Architect and others designated in the Contract Documents, and their agents, liabilities, suits, expenses, or actions including but not limited to attorney’s fees, arising out of or resulting from Seller’s performance of its work, from all or from any and all claims covering any article purchased hereunder.
For subcontract work, the Seller shall maintain during the progress of the Work, and if required during the warranty period, insurance written by insurance companies acceptable to Purchaser with the minimum limits and coverage as shown below.
(A) Workers Compensation meeting the statutory requirements of the State in which work is to be performed and containing Employers Liability Insurance in the amount of at least $500,000.
(B) Comprehensive General Liability insurance on an occurrence basis with limits of $1,000,000 each occurrence and $2,000,000 aggregate. The policy must include Purchaser, the Owner, the Architect and others required by contract, as Additional Insureds, on ISO Additional Insured Endorsement Contractors, Broad Form Property Damage, Contractual Liability, Products & Completed Operations coverage. XCU Exclusion must be deleted when applicable to the operations performed by the SUBCONTRACTOR. SUBCONTRACTOR’S insurance shall be primary and SUBCONTRACTOR shall maintain an umbrella liability policy providing the same coverage and naming the same Additional Insureds as the underlying policies in the amount of at least $2,000,000 limit per occurrence.
(C) Comprehensive Automobile Liability on an occurrence basis covering all Owned, Non-Owned, and Hired Vehicles for limits of liability equal to those in (B) above.
CERTIFICATES OF INSURANCE
Seller shall provide Purchaser with valid certificates of insurance confirming the foregoing insurance and the inclusion of names Additional Insureds as follows: Purchaser, their directors, officers, agents, invitees, and employees. The Seller also agrees to add the Owner as Additional Insured on the certificate of insurance. Seller further agrees to provide this certificate of insurance prior to the commencement of any work and shall state that coverage will not be altered, canceled or allowed to expire without thirty (30) days written notice to Purchaser.
Time of delivery is of the essence for this order, and Buyer reserves the right to cancel without cancellation charges, all or any part of this order, if not filled within the specified time. Seller shall be liable for any damages incurred by purchaser as a result of Seller’s failure to deliver at the time specified herein.
Seller shall furnish al necessary lien waivers, affidavits or other documents required to keep the owners premises free from liens or claims for liens arising out of the furnishing of the material or equipment herein, as payments are made from time to time under this order.
All prior representation, conversations, or preliminary negotiations shall be deemed to be merged in this order and no charges will be considered or approved unless this order is modified by an authorized representative of Purchaser in writing.
This order, when accepted by Seller, shall constitute a valid and binding contract, which shall be governed by, and construed, according to the laws of the State of Illinois.