PURCHASE ORDER TERMS AND CONDITIONS

1. Unless otherwise noted herein, the Vendor’s failure to return this order or the delivery of any goods ordered shall constitute acceptance by the Vendor of this purchase order and all its specifications, terms and conditions.
2. Vendor acknowledges that time is of the essence. If Vendor is unable to deliver the materials or services within the time specified on the face of this order, or any later date of which Buyer informs Vendor, Vendor must promptly notify buyer of such inability. No payment shall be due until the entire order is satisfied and approved by Buyer.
3. Suppliers: All materials ordered hereunder must be delivered prior to being invoiced. No partial payments will be made on back ordered purchase orders. If Vendor finds any discrepancies concerning this purchase order, Vendor is required to ask for a Variance Purchase Order. Any change to a purchase order by the Buyer will require a Variance Purchase Order. Variance Purchase Orders will be issued by Buyer to correct any discrepancies or changes on the original purchase order.
4. Subcontractors: You must report to the Buyer’s production supervisor to confirm the correct materials and colors to be used, and to check on layouts or special conditions before beginning work on each house or unit. Before beginning your work, you must inspect all previous work affecting your work to make sure it is satisfactory and that nothing will impede you from performing your work according to the terms of this agreement. Starting your work shall be deemed to be your acceptance of all previous work. This order must be complete prior to you being paid. After your work is completed, you must notify Buyer’s production supervisor that your work has been completed. Such work will be inspected and if it is satisfactory, you must submit the yellow copy of this Purchase Order for payment approved by and signed by Buyer’s superintendent based on the payment terms herein. Please refer to the “Pay Schedule” for dates checks will be available. Only approved purchase orders will be paid. A signed and approved purchase order will be acceptable to Buyer as an invoice. Any extras, discrepancies, or change orders not covered by the original purchase order must be handled through a Variance Purchase Order.
5. Buyer shall not be responsible for the payment of any amount in excess of that amount shown on the face of this order. Vendor confirms that it relies primarily on the credit of the Owner of the property to be improved, and not the Buyer, and thus Vendor agrees that payment by the Owner to Buyer for Vendor’s material and supplies shall be a condition precedent to any partial or final payment obligation of Buyer to Vendor, unless nonpayment is due to the conduct of the Buyer.
6. The quality of all materials and/or work must be furnished as specified on the face of this order and in accordance with other documents as noted. Materials purchased will be subject to Buyer’s inspection and approval after delivery, unless otherwise agreed upon in writing. If materials are rejected, they will be held for disposition at the Vendor’s risk and expense. Vendor shall replace the rejected materials or work, whether discovered on first inspection or later, upon direction of the Buyer, and at no additional cost to the Buyer.
7. If any particular brand of manufactured article is specified, the specified brand shall be regarded as standard. Another brand of equal quality, as decided by the Buyer in its sole discretion, may be accepted. If you want to use a brand other than that specified as the standard, you must first apply in writing to the Buyer and Buyer’s written approval of the alternative brand must be obtained, otherwise, what is specified must be furnished.
8. Vendor agrees to correct all defects in materials or workmanship within three (3) days from the date of notice of such defect given by Buyer to Vendor. If Vendor does not correct such defects, Buyer reserves the right to correct them, and Vendor agrees to pay Buyer his costs in connection therewith and all attorney’s fees, costs and expenses arising out of or connected with such defects. Buyer reserves the right to withhold any payments due on this or other orders to the Vendor until any defects are corrected and Buyer may deduct any expenses associated with the correction from any amounts owed to the Vendor.
9. Unless otherwise stipulated in writing, packing, crating and delivery charges shall not be paid by Buyer. Any materials delivered in a damaged condition, which condition resulted from inadequate or improper packing and/or crating shall be held for disposition at the sole risk and expense of Vendor.
10. No changes in the terms and conditions of this order, or direct negotiations between Vendor and Buyer’s ultimate consumer, shall be binding upon Buyer, without Buyer’s prior written approval.
11. Field approval of this purchase order shall in no way release the Vendor from his obligations to comply with the terms and conditions of this order, the Vendor’s warranty, governmental regulations, applicable subcontract agreement, specifications, plans and other documents noted on the face hereof. If the terms and conditions of this order conflict with the subcontract agreement, attached specifications or applicable governmental regulations, the more detailed and comprehensive requirements shall apply.
12. In addition to the release set forth above, Vendor shall provide to Buyer in exchange for payment pursuant to this order a waiver or release of lien on Buyer’s standard form. Vendor indemnifies, holds harmless and agrees to defend Buyer against claims, actions, damages, costs, expenses and liens of Vendor’s sub-subcontractors, suppliers, materialmen or laborers, including reasonable attorneys’ fees incurred in any legal proceeding arising out of this order. Vendor further agrees to immediately notify Buyer in writing in the event any of Vendor’s work force is paid by an employee leasing company or other similar arrangement and Buyer reserves the right to make joint checks to any employee leasing company or other organization. Notwithstanding anything to the contrary contained herein, in the event that legal proceedings are initiated to foreclose a construction lien filed by Vendor or any other claim by Vendor in connection with this order, the amount of attorneys’ fees recoverable by Vendor in such proceeding shall be limited to no more than twenty per cent (20%) of the lien amount, claim amount or $2,000, whichever is less. Vendor also acknowledges that Buyer has the right to set-off against any payment due on the purchase order, any claims Buyer has under any other purchase order or agreement.
13. Vendor agrees that the contents of the Purchase Order are confidential. Further, Vendor shall not assign this Purchase Order in whole or in part without Buyer’s written consent.
14. This agreement shall be construed and governed by and in accordance with the laws of the State of Florida.
15. Any reference herein to “Vendor”, “Supplier”, “Subcontractor”, “Buyer”, or “Seller”, shall be read as either masculine, feminine or neuter whenever the context and acts permit such construction. The term “Owner” refers to Buyer’s customer.
16. Vendor acknowledges that Buyer has the right, upon written notice, to terminate this Purchase Order for convenience or cause. In the event of a termination for convenience, Vendor will be compensated for work performed, but not for any profit or overheard on work not performed. In the event Buyer terminates for cause, then Vendor agrees to turn over possession of all material, assign any orders or sub-subcontracts to Buyer and compensate Buyer for any and all direct or consequential damages that arise from the termination for cause.
17. The Vendor shall warrant his work and/or materials for a period of not less than one year from the date of delivery of such goods and materials to the Buyer’s ultimate consumer.