GIROUX GLASS, INC. (“Giroux”) PURCHASE ORDER TERMS AND CONDITIONS
Offer/Acceptance. Commencing performance of or filling this Purchase Order by Supplier shall constitute an acceptance of the terms of this Purchase Order by Supplier, notwithstanding any proposals, terms or conditions to the contrary accompanying Supplier’s performance or acknowledgment. Any terms and conditions proposed by Supplier, which are different from or in addition to this order, must be mutually agreed upon inwriting.
Price. Prices shown on this Purchase Order shall be complete and no additional charges, including, but not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance,boxing,andcratingoranyothertypeshallbeaddedwithoutGiroux’sexpresswritten consent. It is agreed that the purchase price is a firm price and not subject tomodification.
Changes. Giroux may at any time, by a written order, suspend performance hereunder, increase or decrease ordered quantities, change the due date or make changes in any one or more of the following: (a) applicable drawings, designs or specifications, (b) method of shipment or packing, and/or (c) place of delivery. No claim by Supplier for such an adjustment will be valid unless assertedwithin ten(10)daysfrom thedateofreceiptbySupplierofthenotificationofchange.
Delivery. Time is of the essence. Unless otherwise specified, delivery shall be F.O.B. destination. If no delivery date is specified in this order, all deliveries of materials shall conform to the date or dates specified in writing from time to time by Giroux. Supplier shall be liable for all damages suffered by Giroux as a result of such failure, including without limitation, any consequential or liquidated damages, to the extent such damages are assessed against Giroux. Supplier, at no additional cost, shall furnish Giroux with any and all samples, reports, certificates, warranties, or the like, required by the ContractDocuments.
Risk of Loss.Notwithstanding the terms of shipment, the risk of loss shall pass to Giroux only after delivery to the job site or other place designated in writing byGiroux.
Warranties. Supplier expressly warrants that all material and/or services covered by this Purchaseorder(i)conformtothespecifications,drawings,samples,ordescriptionsfurnishedby Giroux and contained in the Contract Documents, (ii) are merchantable, of good material and workmanship and free from defects, (iii) are fit, appropriate and sufficient for the particular purchase intended by Giroux. Payment for, inspection of, or receipt of material or services shall not constitute acceptance of the material or a waiver of any breach of warranty. Supplier guarantees that the materials rendered shall be free of any and all defects in workmanship and materials which may develop for a period of one (1) year from the date of acceptance of Giroux’s project work or as set forth in the Contract Documents, whichever warranty duration is greater. Supplier’s warranty shall meet in all respects the terms of the warranty requirements of the Contract Documents for the materials and services ordered. Giroux may, at its option, either return for credit, or require prompt correction or replacement of any defective or nonconforming goods or part thereof. Supplier will reimburse Giroux for all additional cost incurred due to re-installation of materials, etc. If Supplier is unable or refuses to promptly correct or replace such defective or nonconforming goods or part thereof, Giroux may repair or replace such work or materials and assess Supplier all costs, including attorney’s fees associated with enforcing this warrantyprovision.
Inspection and Acceptance. Giroux shall have the right to inspect all material provided pursuant to this Purchase Order and to reject any or all of said material and/or workmanship, which are, in Giroux’s judgment, defective or nonconforming. Material rejected and material supplied in excess of quantities called for herein may be returned to Supplier at its expense and in addition to Giroux’s other rights. Giroux may charge Supplier all expenses of unpacking, examining, repacking and reshipping such materials. In the event Giroux receives material whose defect or nonconformity is not apparent on examination, Giroux reserves the right to require replacement, as well as payment of damages. Nothing contained in this Purchase Order shall relieve in any way the Supplier from the obligation of testing, inspection and quality control. The making or failure to make any inspection of, or payment for, or acceptance of the materialsshallnotimpairGiroux’srighttolaterrejectnonconformingmaterials,ortoavailitself of any other remedy to which Giroux may beentitled.
Payments. Each invoice shall identify Giroux’s Purchase Order number, Project, and shipment quantity. Payment to Supplier will be made within 14 days after Giroux receives payment from the Owner/General Contractor. Supplier shall submit its invoices monthly and shall specify all labor performed and materials shipped to date. Supplier shall provide executed waivers of lien to date. Payment made under this Purchase Order shall not be construed to be an acceptance ofdefectiveorimproperwork ormaterialsorotherfailureofSuppliertomeettherequirements of this PurchaseOrder.
Indemnification. Supplier shall, with respect to all Work which is covered by or incidental to this Purchase Order, indemnify, hold harmless and defend Giroux, the General Contractor and Project Owner against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses, or liabilities of any kind whatsoever, including attorney’s fees and expert’s or consultant’s fees (collectively referred to as “Damages”), which arise from or are related in any way to Supplier’s supplying of materials or work performed under this Purchase Order, including but not limited to (a) loss of or damage to any materials ordered hereunder, (b) failure to comply with all building code and other laws applicable to the Project, (c) breach of the warranty provided in this Purchase Order, (d) infringement of any patents, copyrights or trademarks, and/or (e) injuries to property or persons, including death to the extent such Damages were caused directly or indirectly by Supplier from the performance or non-performance of this Purchase Order. However, this indemnity does not extend to instances relating to the sole negligence of willful misconduct of Giroux. In claims against a person or entity indemnified hereunder by an employee of the Supplier or anyone for whose acts they may be liable, the indemnification obligation hereunder shall not be limited by a limitation on the amount or type of damages, compensation or benefits payable under worker’s compensation acts, disability benefit acts or other employee benefit acts.
Choice of Law. The laws of the State of California shall govern in connection with the formation, performance and the legal enforcement of this Purchase Order. The venue shall be Los Angeles County.