Doing Business with VMC

Terms and Conditions

1. The terms and conditions on this sheet are a part of the purchase order and shall be considered as such by Seller.
   
2. No agreement or other understanding in any way modifying the conditions of this contract shall be binding upon the Buyer unless made in writing and signed by an authorized Agent of the Buyer.
   
3. Neither the Seller nor the Seller's agents, subcontractors or insurers shall assert any defense based upon the fact that the Buyer is a charitable institution, or that the premises are being used for charitable purposes. The Buyer reserves the sole right to assert such a defense.
   
4. Price. All prices are firm as shown and shall prevail in the case of discrepancy. If price exceeds the amount stipulated in the order, notify the purchasing officer. Do not ship unless authorized in writing by a Buyer. 
   
5. If price is not stated in this order, it is agreed that the goods or services shall be billed at price last quoted, or billed at the prevailing market price, whichever is lower.
   
6. Quantity. The specific quantity ordered must be delivered in full and not be changed without the Buyer's consent in writing. Any unauthorized quantity is subject to rejection and return at seller's sole expense and responsibility.
   
7. Substitutions. Substitutions will not be accepted without prior written approval by the purchasing officer.
   
8. Services. If Seller is providing or performing labor or services on VMC’s premises workers compensation and liability insurance certificates must be submitted prior to the commencement of services. All labor or services must be provided in compliance with VMC infection control and life safety policies.
   
9. Backordered Items. Buyer reserves the right to cancel any item which the Seller indicates is on backorder, without adjustment to the prices of the balance of the order. No additional freight charges shall be assessed for shipment of any backordered item.
   
10. Payment. It is understood that the cash discount period will date from the receipt of the goods or from the date of the invoice whichever is later. VMC reserves the right to withhold payment until shipment is complete. COD Shipments will not be accepted. Penalties will not be paid.
    
11. Freight and Packing. Unless otherwise provided, the price herein specified is based on present transportation rates and any saving in cost of transportation resulting from reduction in rates, changed routing or quantities, change in method of transportation or through claims for refund or reparation, shall be paid to the Buyer. Supplies must be prepared for shipment in accordance with the Packing Requirements of Consolidated Freight classification, exceptions to the classification, or the tariff naming rate in effect on date of shipment. The Seller agrees to assume and pay all extra expense accruing on account of improper packing. Transportation charges to which seller is entitled under the F.O.B. provision set forth on the face of order, if any, should be added to Seller's invoice and supported by receipt freight bills. Such charge should show weight and rates and, also, separately, any allowance due buyer in accordance with the F.O.B. and routing provisions of this order. No charges will be allowed for containers, crating, boxing, bundling or dunnage, unless stated herein.
    
12. Deliveries. Unless otherwise noted, deliveries must be made to Buyer's designated receiving area, not to individuals or departments.
    
13. Identification of Shipments. Itemized packing slips must be included with all shipments and purchase order numbers must appear on all packages, packing slips, and invoices.
    
14. Cash Discount. Cash discount must be deducted on face of invoice and net amount shown itemized statements of account must be rendered monthly.
    
15. Release Authorization. In the absence of specific delivery dates, the supplies may be shipped only in accordance with the instructions specified in the schedule and/or release forwarded to Seller.
    
16. Assignment. Seller shall not delegate any duties nor assign any rights or claims under this purchase order without the prior written consent of the Buyer.
    
17. Applicable Laws. By the acceptance of this order, seller represents that the merchandise covered by this order was not manufactured, packaged, labeled and, if required, was registered and is not being distributed or sold or priced in violation of any Federal, State or local law.
    
18. Cancellation. Buyer reserves the right to cancel on account of defects in supplies, workmanship or quality, or if supplies are not shipped as specified herein, or on release authorizations or schedules issued in connection herewith, time being of the essence, or are not in accordance with approved samples or specifications issued in connection herewith, or if performance by Seller is prevented by causes beyond Seller's control, or if Seller fails to comply with other terms and conditions of this order, or if Seller is bankrupt, insolvent or has a receiver appointed for it.
    
19. Acceptance and Inspection. All material, equipment or services ordered hereunder, hereinafter referred to as supplies, shall be subject to Buyer's right of inspection and rejection. If supplies are rejected, they will be returned at Seller's risk for credit or replacement at Buyer's option, and all handling and transportation expenses both ways shall be assumed by Seller. When supplies have been rejected, Buyer shall have the right to cancel any unshipped portion of this order. Payment for supplies received shall not constitute acceptance and is without prejudice to claims that the Buyer may have against the Seller.
    
20. Warranty. Seller expressly warrants that material, equipment or services hereinafter referred to as supplies covered by this order will conform to the specifications, drawings, or samples furnished by Seller and shall be free from defects in material and/or workmanship and shall be merchantable. This warranty shall survive any inspection, delivery, acceptance or payment by Buyer.
    
21. Hazard Communication. Seller shall provide in conjunction with any chemicals or hazardous materials purchased pursuant to this Purchase Order such container labeling, warnings, Material Safety Data Sheets, and training of Buyer’s employees as required by the Washington State Department of Labor and Industries, including WAC 296-62-054 et seq.