Purchase Orders Terms & Conditions

General Terms and Conditions

Applicability.
1. These terms and conditions of purchase (these “Terms”) are the only terms which govern the purchase of the goods (“Goods”) and/or services (“Services”) by Grand Rapids Public Utilities Commission (“GRPUC”) from the seller named on the Purchase Order (“Seller”).
2. The purchase order issued by GRPUC and accepted by Seller (the “Purchase Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller’s general terms and conditions regardless of whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller’s acceptance to the terms of this Agreement. Fulfillment of or other performance under a Purchase Order by Seller constitutes acceptance of these Terms.
Delivery of Goods and Performance of Services.
1. Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If Seller fails to deliver the Goods in full on the Delivery Date, GRPUC may terminate this Agreement by providing written notice to Seller and Seller shall indemnify GRPUC against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date. GRPUC has the right to return any Goods delivered prior to the Delivery Date at Seller’s expense and Seller shall redeliver such Goods on the Delivery Date.
2. Seller shall deliver all Goods to the address specified in the Purchase Order (the “Delivery Point”) during GRPUC’s normal business hours or as otherwise instructed by GRPUC. Seller shall pack all goods for shipment according to GRPUC’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition.
3. Seller shall provide the Services to GRPUC as described and in accordance with the dates or schedule set forth on the Purchase Order and in accordance with the terms and conditions set forth in these Terms.
4. Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement.
Quantity. If Seller delivers more or less than the quantity of Goods ordered, GRPUC may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s sole risk and expense. If GRPUC does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
Shipping Terms. Delivery shall be in accordance with the Purchase Order, and if not stated on the Purchase Order, then DDP (Incoterms 2020). The Purchase Order number must appear on all shipping documents, shipping labels, invoices, correspondence and any other documents pertaining to the Purchase Order.
Title and Risk of Loss. Title and risk of loss passes to GRPUC upon acceptance of the Goods at the Delivery Point.
Inspection and Rejection of Nonconforming Goods. GRPUC has the right to inspect the Goods on or after the Delivery Date. GRPUC, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If GRPUC rejects any portion of the Goods, GRPUC has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If GRPUC requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, GRPUC may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement. Any inspection or other action by GRPUC under this Section shall not reduce or otherwise affect Seller’s obligations under the Agreement, and GRPUC shall have the right to conduct further inspections after Seller has carried out its remedial actions.
Price. The price of the Goods and Services is the price stated in the Purchase Order (the “Price”). If no price is included in the Purchase Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Purchase Order. Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of GRPUC.
Payment Terms. Seller shall issue an invoice to GRPUC on or any time after the completion of delivery and only in accordance with these Terms. GRPUC shall pay all properly invoiced amounts due to Seller within thirty (30) days after GRPUC’s receipt of such invoice, except for any amounts disputed by GRPUC in good faith. Without prejudice to any other right or remedy it may have, GRPUC reserves the right to set off at any time any amount owing to it by Seller against any amount payable by GRPUC to Seller. In the event of a payment dispute, GRPUC shall deliver a written statement to Seller listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and will be paid, notwithstanding disputes on other items. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.
Seller’s Obligations Regarding Services. Seller shall:
1. before the date on which the Services are to start, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;
2. comply with all rules, regulations and policies of GRPUC, including security procedures concerning systems and data and remote access thereto, building security procedures, and general health and safety practices and procedures;
3. maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Seller in providing the Services in such form as GRPUC shall approve. During the term of this Agreement and for a period of three (3) years thereafter, upon GRPUC’s written request, Seller shall allow GRPUC to inspect and make copies of such records in connection with the provision of the Services;
4. obtain GRPUC’s written consent, prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller’s employees, to provide any Services to GRPUC (each such approved subcontractor or other third party, a “Permitted Subcontractor”). GRPUC’s approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Seller’s own employees. Nothing contained in this Agreement shall create any contractual relationship between GRPUC and any Seller subcontractor or supplier;
5. require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement;
6. ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services;
7. ensure that all of its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by the GRPUC; and
8. keep and maintain any GRPUC equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with the GRPUC’s written instructions or authorization.
Change Orders. GRPUC may, by written instructions issued to Seller (each a “Change Order”), order changes to the Goods or Services. Seller shall within seven (7) days of receipt of a Change Order submit to GRPUC a firm cost proposal for the Change Order. If GRPUC accepts such cost proposal, Seller shall proceed with the change subject to the cost proposal and the terms and conditions of this Agreement. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller’s compensation or the performance deadlines under this Agreement.
Warranties.
1. Seller warrants to GRPUC that for a period of two (2) years from the Delivery Date, all Goods will:
  1. be free from any defects in workmanship, material and design;
  2. conform to GRPUC’s specifications;
  3. be fit for their intended purpose and operate as intended;
  4. be merchantable;
  5. be free and clear of all liens, security interests or other encumbrances; and
  6. not infringe or misappropriate any third party’s patent or other intellectual property rights.

These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by GRPUC;

1. Seller warrants to GRPUC that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and
2. the warranties set forth in this Section are cumulative and in addition to any other warranty provided by Seller, law, or equity. Any applicable statute of limitations runs from the date of GRPUC’s discovery of the noncompliance of the Goods or Services with the foregoing warranties. If GRPUC gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to GRPUC, and, if applicable, (ii) correct or re-perform the applicable Services.
General Indemnification. Seller shall defend, indemnify and hold harmless GRPUC and GRPUC’s successors or assigns and its commissioners, directors, officers, managers, employees, agents, and representatives (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the Goods and Services purchased from Seller or Seller’s negligence, willful misconduct or breach of the Agreement.
Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold harmless GRPUC and any Indemnitee against any and all Losses arising out of or in connection with any claim that GRPUC’s or Indemnitee’s use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without GRPUC’s or Indemnitee’s prior written consent.
No Debarment. Seller certifies that neither it nor its principals are presently debarred or suspended by the Federal government, state, or any of the state’s departments, commissions, agencies, or political subdivisions. Seller’s certification is a material representation upon which the Agreement is based. Seller shall provide immediate written notice to GRPUC if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances.
Insurance. During the term of this Agreement, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,500,000 per occurrence and $1,500,000 annual aggregate, with financially sound and reputable insurers. Upon GRPUC’s request, Seller shall provide GRPUC with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name GRPUC as an additional insured. Seller shall provide GRPUC with thirty (30) days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against GRPUC’s insurers and GRPUC.
Compliance with Law. Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.
Termination. In addition to any remedies that may be provided under these Terms, GRPUC may terminate this Agreement with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods or the seller’s delivery of the Services, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the GRPUC may terminate this Agreement upon written notice to Seller. If GRPUC terminates the Agreement for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by GRPUC prior to the termination.
Waiver. No waiver by a party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by that party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Title to Data and Information. Seller agrees that all legal interest and title to data, documents, photographs, drawings, analyses, graphs, reports, physical property or other subject matter prepared, procured, or produced in the performance of this Agreement by Seller shall vest in GRPUC.
Confidential Information. All non-public, confidential or proprietary information of GRPUC, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by GRPUC to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by GRPUC in writing. Upon GRPUC’s request, Seller shall promptly return all documents and other materials received from GRPUC. GRPUC shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Seller at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party. This Section is subject to any limitations or obligations imposed by the Minnesota Government Data Practices Act (“MGDPA”).
Government Data Practices. Seller and GRPUC must comply with the MGDPA, as it applies to all data provided by GRPUC under this Agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by Seller under this Agreement. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the MGDPA, by either Seller or GRPUC.

If Seller receives a request to release the data referred to in this clause, Seller must immediately notify and consult with GRPUC as to how Seller should respond to the request. Seller’s response to the request shall comply with applicable law.

Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of GRPUC. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. GRPUC may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller’s prior written consent to any affiliate or to any person acquiring all or substantially all of GRPUC’s assets.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Minnesota.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Minnesota in each case located in the City of Grand Rapids and County of Itasca, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Purchase Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Sections 11-16, 19-30.
Amendment and Modification. These Terms are subject to change by GRPUC without prior written notice at any time, in GRPUC’s reasonable discretion. The latest version of these Terms will be posted on this website, and therefore Seller should review these Terms before selling any Goods or Services to GRPUC. Seller’s continued fulfillment of or other performance of a Purchase Order after a posted change in these Terms will constitute Seller’s acceptance of and agreement to such changes.

Purchase Orders Terms & Conditions

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