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Central Florida Electric Cooperative, Inc. Terms and Conditions

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Clarification:

  • The term “goods” as used herein shall include but not be limited to tangible personal property, labor, services, and other items covered hereby as purchased by Central Florida Electric Cooperative, Inc., hereinafter known as “CFEC”.

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How We Use This Information:

  • This information is used to aid in the provision of our various products and services, including customer service, accounting, billing, collections, and the marketing of other products services by CFEC or any wholly owned subsidiaries or affiliates. Central Florida Electric Cooperative, Inc. may use aggregate or anonymous information, which will not be linked to identified individuals, for various uses for itself and third parties.

 

Overall Compliance

  • Seller warrants that it complies with all applicable federal and state safety and health laws in effect from time to time, including but not limited to OSHA and all standards, rules, regulations, and orders issued pursuant to such federal and state safety, environmental and health laws and laws related to non-segregated facilities and equal employment opportunity as well as those laws relating to state contractor’s licenses. Seller further warrants that all the goods and services furnished hereunder will comply with all applicable federal, state, and local laws, rules, regulations, ordinances, stipulations, and executive orders.

 

General Provisions:

  • Seller shall not subcontract or assign by operation of law or otherwise, this order or any part hereof without the written consent of CFEC. No modification or waiver of provision of this order shall be binding upon CFEC unless set forth in a written document signed by all parties (in the case of modifications) or by the party to be charged thereby (in the case of waivers). Any controversy or claim arising from or relating to this Purchase Order/Agreement, including fraud and breach of contract, shall be governed solely by the laws of the State of Florida. Seller shall hold the terms of this order and any of CFEC’s proprietary information which seller learns as result of its performance hereunder strictly confidential.

 

Payment and Invoicing:

  • Payment will be made in accordance with the terms set forth herein. The time for payment of invoices, or for accepting any discounts offered, shall run only from the date correct invoices are furnished to CFEC. Delays in receiving Seller’s invoices, or errors and omissions on statements or invoices, will be considered just cause for withholding settlement without losing discount privileges. Invoices shall indicate the Purchase Order/Agreement number, shall be itemized, and transportation charges, if any, listed separately. Upon request by CFEC, Seller shall separately state the amounts for labor and materials on the invoice. A copy of the Bill of Lading and the Freight Waybill, when applicable, shall be attached to Seller’s Invoice. Payment shall not be due until the foregoing instruments are submitted to CFEC after delivery and acceptance of conforming goods. Seller shall include all taxes and fees as are applicable and shall keep CFEC advised of any changes in its remittance address.

 

Shipments:

  • Seller shall ship all goods in accordance with CFEC’s instructions and shall ship the goods in accordance with Seller’s normal shipping practices in the absence of such shipping instructions. The terms and routing of shipment shall be as provided on the face hereof, or as CFEC otherwise directs in writing or by electronic communication. CFEC may revise shipping instructions as to any goods not then shipped. Failure to ship as directed may result in a back charge to Seller. No allowance to Seller will be made for packing, cartage, crating or storage unless stated herein. Delivery of goods shall be F.O.B. Destination, Freight Allowed, unless specified otherwise on the face of this Purchase Order/Agreement. CFEC shall have the right to designate what method of transportation shall be used to ship the goods. Seller is not authorized to ship goods under reservation, and no tender of a Bill of Lading will operate as a tender of goods.

 

Packaging:

  • Seller shall bear cost of packaging, unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs, conform with requirements of common carriers, and any other applicable specifications. CFEC’s count or weight shall be final and conclusive on shipments not accompanied by packing slip. Seller shall package the goods in accordance with standard commercial practice, shall mark each container with the Purchase Order/Agreement number stated on the front side hereof, and shall include a packing list therein with the Purchase Order/Agreement number.

 

Defective Tender:

  • Every tender of delivery of goods must fully comply with all the provisions of this Purchase Order/Agreement as to time of delivery, quality, and other material terms. If a tender is made which does not fully conform, this shall constitute a breach of these terms and conditions, and Seller shall not have the right to substitute a conforming tender. When the time for performance has not yet expired, Seller may reasonably notify CFEC of its intention to cure the breach and may then make a conforming tender within the contract time.

 

Inspection:

  • CFEC shall have the right to inspect and test the goods at any time prior to shipment and to a final inspection, within a reasonable time, after the delivery of said goods. The goods shall not be deemed accepted until after said final inspection. Making or failing to make an inspection of, or payment for, or acceptance of the goods, shall in no way impair CFEC’s right to reject or revoke its acceptance of non-conforming goods, or to avail itself of any other remedies to which CFEC may be entitled, notwithstanding CFEC’s knowledge of the nonconformity, its substantiality, or the ease of its discovery.

 

Delivery:

  • The sale provided by this Purchase Order/Agreement shall be consummated only upon the delivery of goods specified herein. The place of delivery shall be that set forth on the face of this Purchase Order/Agreement. Any change thereto shall be by a writing signed by both parties, or their duly authorized agents or representatives. Acceptance of late deliveries shall not constitute a waiver of CFEC’s right to reject late deliveries.

 

Acceptance and Remedy:

  • Goods and services provided thereunder shall be subject to final inspection, testing and approval by CFEC. Payment shall not constitute acceptance. If a sample inspection of the goods or services reveals a breach of this order, CFEC may reject all the goods or services or employ a reasonable testing procedure at Seller’s expense. CFEC shall be entitled to reject goods or services at any installation and or one-year following installation. Upon rejection, CFEC shall be entitled to return goods for full credit, replacement, or repair, at CFEC’s option. Exercise of the remedies stated herein shall be in addition to any other remedies provided in law equity.

 

Title and Risk of Loss:

  • Title and risk of loss of goods shipped shall not pass to CFEC until CFEC actually receives, acknowledges receipt, and takes possession of the goods at the point(s) of delivery as stated on the face of this Purchase Order/Agreement. 

 

Force Majeure:

  • Neither party shall be liable for delays or defaults in the performance of this contract due to strikes, fires, accidents, or other causes beyond its control and without its fault or negligence. If by reason of Force Majeure either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Purchase Order/Agreement, then said party shall give notice and full particulars of the Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. The obligation of the party giving notice, so far as it is affected by the Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided. Said party shall endeavor to remove or overcome such inability within a reasonable time after having given notice.

 

Warranty of Patient:

  • Seller warrants that the goods described herein, and the sale or use of them by CFEC or others, will not infringe any U.S. or foreign patent. Seller warrants that it will, at its own expense, defend every suit which may be brought against CFEC for any alleged infringement of any patent by reason of the sale or use of such goods. Seller agrees that it will pay all fees, costs and damages incurred by reason thereof. Seller agrees to ascertain whether goods manufactured in accordance with the specifications referenced herein or attached hereto will give rise to a claim of any third person by way of infringement. CFEC makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall CFEC be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement. If Seller is of the opinion that an infringement or the like will result from this sale, he shall notify CFEC to this effect in writing within two weeks after the date of this contract.

 

Warranty of Price:

  • The price to be paid by CFEC to Seller shall be that amount specified on the face hereof and which Seller warrants to be no higher than Seller’s current prices on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar or like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items covered herein shall be reduced to Seller’s current prices on orders by others, or in the alternative, CFEC may terminate this agreement without liability to Seller.

 

Warranty of Product Compliance and Merchantability:

  • Seller shall not limit or exclude any implied warranties. Any attempt to do so shall render this contract voidable at the option of CFEC. Seller warrants that, except as otherwise noted, all the goods furnished have been fabricated or produced substantially from articles, materials, and supplies that were mined, produced, or manufactured, as the case may be, in the United States. Seller expressly warrants that all articles, material, and work covered hereby will conform to the specifications, drawings, samples, or other description furnished or adopted by CFEC and will be fit and sufficient for the purpose intended, merchantable, of good quality and workmanship and free from defect. CFEC’s failure to give notice of defects to Seller shall not constitute a waiver of breach of warranty express or implied, or of any other condition or warranty. Seller also warrants that all goods sold hereunder shall have been produced, sold, delivered, and furnished in strict compliance with all applicable laws and regulations to which Seller and the goods are subject. Seller shall execute and deliver such documents as may be required to affect or to evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference including the equal opportunity clause prescribed in 41 CFR 60-4 as it now exists or as it may be changed from time to time.

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Warranty of Safety:

  • Seller warrants that all items sold to CFEC thereunder shall conform to standards promulgated by the U.S. Department of Labor under Occupational Safety and Health Act of 1970. In the event the item does not conform to OSHA standards, CFEC may return it to Seller for correction or replacement at CFEC’s option and at Seller’s expense. In the event Seller fails to make the appropriate correction or replacement within a reasonable time, correction or replacement made by CFEC will be at Seller’s expense.

 

Waivers:

  • Failure of CFEC to insist upon strict performance of any of the terms and conditions hereof, or failure to exercise or delay in exercising any rights or remedies provided herein or by law, or failure to notify Seller in the event of breach, or CFEC’s acceptance of or payment for any goods hereunder, or its approval of design, shall not be deemed a waiver of any right of CFEC to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless when shipped, received or accepted or as to any prior or subsequent default hereunder. No claim or right arising out of a breach of this Purchase Order/Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right, unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.

 

Change Orders:

  • CFEC may, by written Change Order, make any changes in the specifications including additions to or deletions from the quantities ordered. If any such written Change Order affects the amount due or the time of performance hereunder, an equitable adjustment shall be made upon mutual agreement by CFEC and Seller. CFEC may at any time by written Change Order terminate this agreement as to all or any portion of goods then not furnished. No adjustment will be made in favor of Seller with respect to any goods which are Seller’s standard stock. No such termination of this agreement shall relieve Seller of its obligations as to any goods delivered hereunder. Any claim for adjustment hereunder must be asserted within thirty (30) days from the date when the change or termination is ordered. This Purchase Order/Agreement may be modified or rescinded only by a writing signed by both parties, or their duly authorized agents or representatives.

 

Cancellation:

  • CFEC shall have the right to cancel all or any part of the undelivered portion of this order if seller breaches any of the terms and conditions hereof, including warranties of Seller, or if Seller becomes insolvent or commits acts of bankruptcy. Said right of cancellation shall be in addition to, and not in lieu of, any other remedies which CFEC may have in law or equity.

 

Termination:

  • The performance of work under this Purchase Order/Agreement may be terminated in whole or in part by CFEC in accordance with this provision. Termination of work thereunder shall be affected by the delivery to the Seller of a “Notice of Termination” specifying the extent to which performance of work under this Purchase Order/Agreement is terminated and the date upon which such termination becomes effective. Right of termination is in addition to and not in lieu of any additional rights of CFEC as set forth herein.

 

Expedition:

  • The goods shall be subjected to expediting by CFEC or its representatives. CFEC’s personnel shall, for expediting purposes, be allowed reasonable access to Seller’s plants and the plants of its sub-sellers. As required by CFEC, Seller shall supply schedules and progress reports for CFEC’s use in expediting. Any shipment is subject to postponement by CFEC without penalty or other claim by Seller.

 

Indemnification:

  • Seller shall indemnify, defend and hold CFEC harmless from and against any and all claims, actions, damages (including incidental, consequential and special damages) losses, fines, costs and expenses (including reasonable attorneys’ fees, and court costs) which CFEC suffers or incurs in connection with (1) a breach of Seller’s obligations and warranties herein or otherwise, (2) a violation by Seller of any state or federal law, rule or regulation, and (3) personal injury, death or property damage arising from or in connection with Seller’s performance of this order.

 

Labor Practice:

  • If it becomes necessary for Seller to employ workmen at the site of use of the goods supplied hereunder, conditions of such employment shall be such as will cause no conflict or interference with or between the various trades or any labor agreements, then in force and effect, or thereafter to be in force and effect.

 

Non-assignability:

  • Seller shall have no right to assign this agreement or any rights hereunder in any manner, in whole or in part, whether voluntary, by operation of law or otherwise, without the prior written consent of CFEC.

 

Venue and Jurisdiction:

  • The essential validity of this Purchase Order/Agreement and all matters pertaining thereto, including, but not limited to, matters of performance, non-performance, breach, remedies, procedures, rights, duties and interpretation or construction, shall be construed and governed by the laws of the State of Florida and the Uniform Commercial Code. Whenever the term “Uniform Commercial Code” is used, it shall be construed as meaning the Uniform Commercial code as adopted in the State of Florida, as effective and in force on the date of this Purchase Order/Agreement. Both parties hereto agree that venue for any litigation arising from this Purchase Order/Agreement shall lie in the state of Florida. Seller hereby consents to personal jurisdiction in Florida.

 

Document Constitutes Sole Agreement:

  • This agreement, including these Terms and Conditions, the specifications and any additional terms and conditions incorporated into an attachment hereto, specifically incorporated by reference herein, constitutes the sole and entire agreement between the parties. The Seller’s quotation is incorporated in and made a part hereof only to the extent of specifying the nature and description of the goods ordered and then only to the extent that such items are consistent with the other terms hereof. No other terms or conditions shall be binding upon CFEC unless accepted by it in writing. Any provisions herein for delivery of goods or the rendering of services by installments shall not be construed as making the obligations of Seller severable. This Purchase Order/Agreement is intended by the parties to be a final expression of their agreement and is intended as a complete and exclusive statement of the terms and conditions of their agreement to supersede all prior oral and written understandings. No course of prior dealings between the parties and no usage of the trade shall be relevant or used to supplement or explain any term used in this Purchase Order/Agreement. Acceptance or acquiescence in a course of performance rendered under this Purchase Order/Agreement shall not be relevant to determine the meaning of this Purchase Order/Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term is used herein, and is defined by the Uniform Commercial Code, the definition contained in the Code is to control.

 

Controlling Contract Terms:

  • Should any of the terms and conditions herein conflict, in whole or in part, with the terms and conditions of Seller’s quotation or other document, then in such event, the terms and conditions herein shall prevail. Acceptance of this Purchase Order/Agreement is conditional on Seller’s assent to the terms and conditions herein. CFEC hereby expressly objects to and rejects any terms or conditions addition to or different from those herein, whether previously or hereafter proposed in any writing from Seller unless CFEC has expressly agreed therewith in writing. If the terms and conditions herein are not acceptable, Seller must contact CFEC in writing upon receipt of this order and withhold performance until the matter is resolved in writing. Seller shall be deemed to have accepted this order on the terms herein upon commencement of performance.

 

Equal Employment Opportunity:

  • This agreement, unless exempt under the rules, regulations, and relevant orders of the Secretary of Labor, is subject to Executive Order 11246, and all applicable rules, regulations, orders, laws, and acts enacted or adopted by the state or federal governments relating to Equal Employment Opportunity to which Seller agrees to comply.

 

Debarment:

  • Seller warrants to CFEC that neither Seller not its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from this transaction by any Federal or state department or agency.

 

Gratuities:

  • CFEC may, by written notice to Seller, terminate this agreement without liability to Seller if it is determined by CFEC that gratuities in the form of entertainment, gifts, or otherwise, were offered or given by Seller, or any agent or representative of the Seller, to any officer or employee of CFEC with a view toward securing an agreement, securing favorable treatment with respect to the awarding or amending of any agreement, or the making of any determinations with respect to the performance of any such agreement. In the event this agreement is canceled by CFEC pursuant to this provision, CFEC shall be entitled to recover or withhold the amount of any cost incurred by Seller in providing such gratuities in addition to any other rights and remedies provided in law or equity.

 

Special Tools & Test Equipment:

  • If the price stated on the face hereof includes the cost of any special tooling or special test equipment, fabricated, or required by Seller for the purpose of filling this order, such special tooling or equipment, any process sheets related thereto, shall become the property of CFEC, and to the extent feasible shall be identified by the Seller as such.

 

Advertising:

  • Seller shall not advertise or publish, without CFEC’s prior consent, the fact that CFEC has entered into this Purchase Order/Agreement, except to the extent necessary to comply with proper requests for information from an authorized representative of the federal, state, or local governments.

 

Right to Assurance:

  • Whenever one party to this Purchase Order/Agreement in good faith has reason to question the other party’s intent to perform, he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made, and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory breach or repudiation of this agreement.

 

Mechanics Liens:

  • All work to be performed by the Seller shall be delivered free and clear of all labor, material and mechanic’s liens and any other encumbrances whatsoever, which might be occasioned by or permitted to be created by the Seller, its subcontractors or material sellers. CFEC may demand lien waivers from subcontractors and material sellers.

 

Presence on CFEC's Premises:

  • If Seller’s performance hereunder required the presence of Seller’s employees, agents, or subcontractors upon CFEC’s premises, such employees, agents, and subcontractors shall comply with all relevant Federal and State Occupational Safety and Health Acts (OSHA), with all rules and regulations issued thereunder, with CFEC’s safety rules and regulations, and with Seller’s safety rules and regulations. The obligations and duties to be performed by the Seller shall be performed by persons qualified to perform such duties. The Seller, CFEC shall so direct, shall replace any person employed by the Seller in connection with the work. The Seller’s site representative shall have authority to act on behalf of Seller and shall supervise and direct the work.

 

Insurance:

  • CFEC may require Seller, when any portion of this agreement is performed on the premises of CFEC, to carry adequate worker’s compensation, public liability, and property damage insurance. CFEC shall not be liable for damages to or destruction or loss of any property of Seller from any cause whatsoever. Seller will carry Worker’s Compensation Insurance as required by statute. Seller shall maintain Commercial General Liability Insurance, covering all of Sellers operations under this Purchase Order/Agreement with limits not less than one million dollars ($1,000,000) per occurrence. Seller shall also maintain Commercial Automobile Liability Insurance coverage of at least one million dollars ($1,000,000) per occurrence, which includes bodily injury liability on self-propelled vehicles used in connection with the performance of work provided. Seller shall deliver CFEC evidence of insurance prior to commencing performance hereunder. All such insurance shall provide that the insurer will notify CFEC thirty (30) days before expiration, cancellation, and major modification.

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