Please read carefully. By accepting the provision of the Services (defined below) or making payment(s) to United for the Services, Customer agrees to be bound by the Purchase Order Terms, even if the Purchase Order has not been executed.
“Prime Contract” means the agreement, if any, between United and its customer requiring the delivery or provisions of Products or Services hereunder, the terms and conditions of which are incorporated herein by reference. “Products” means the equipment, parts, contractor supplies and other items identified on the front of this purchase order (this “Order”). “Services” means the services identified on the front of this Order. “Specifications” means the specifications and standards for the Products or Services set forth in this Order or Supplier’s commercially available specifications. “Supplier” means the person or entity identified as such on the front of this Order, including any representative, agent, officer or employee of Supplier. “United” means United Rentals (North America), Inc. or United Rentals of Canada, Inc. as identified in the “Ship To” section on the front of this Order.
- Supplier shall acknowledge this Order in writing within three (3) business days of receipt unless received on a Saturday, Sunday, or federal holiday, in which case Supplier shall acknowledge and accept such Order in writing by the next business day. If Supplier proposes modifications, this Order shall not be effective until United provides written consent to such modifications. However, if Supplier does not acknowledge this Order within three (3) business days of receipt or ships some or all of the Products or provides Services pursuant to this Order, Supplier shall be deemed to have accepted this Order as submitted. Any terms and conditions contained in any Supplier document shall be null and void.
- Unless this Order is issued under a Master Sourcing Agreement between the parties or their affiliates, the entire contract between the parties consists of this Order and any documents incorporated by reference as stated herein and no other acceptance or acknowledgement or other conditions will apply. Amendments, if any, will be made in writing by mutual agreement only and must be signed by both parties. The terms and conditions of this Order shall take precedence and control over any terms and conditions contained in Supplier’s order acknowledgments, invoices or similar documents; provided, however, if there is a conflict between the terms of this Order and the terms of a Master Sourcing Agreement between the parties, the terms of the Master Sourcing Agreement shall control.
- In the event that United has entered into a Prime Contract and the Products or Services being provided hereunder are in support of the Prime Contract, Supplier acknowledges and agrees that it has been given the opportunity to review the Prime Contract and agrees to be bound by the terms and conditions set forth therein with respect to the Product or Services provided hereunder.
- Supplier shall be required to submit invoices for each shipment electronically through an internet-based electronic order, invoice and payment system provided by such entity designated by United.
- This Order number and the United employee or agent whose name appears on the front of this Order must appear on all invoices.
- The Products or Services must be described on the invoice in terms used in this Order.
- For Products, all components must be itemized on the invoice and must be complete as to quantity, grade, type, size and weight. For Services, the type(s) of Services must be itemized on the invoice.
- Invoices will only be authorized if the invoice is correct and if Products or Services have been delivered to and accepted by United. Subject to the preceding sentence, payment terms are net 60 days from receipt of invoice. Payment shall be made via the Automated Clearing House (“ACH”).
- The parties shall use reasonable efforts to resolve any disputes relating to the amount of any invoice as soon as possible within ninety (90) days after United’s notice of same. Supplier shall provide full documentation concerning the disputed amount within thirty (30) days of United’s notice. Provided that United’s notice is within sixty (60) days after United receives the disputed invoice, United shall have no obligation, during the ninety (90) day period specified above, to pay any disputed amount.
- Delivery terms shall be set forth on the Order. Partial delivery of the Products shall not be permitted unless specifically authorized in writing by United.
- Supplier agrees: (i) to properly pack, mark and ship the Products in accordance with the requirements of United, the involved carriers, and, if applicable, the country of destination to sustain without damage normal domestic air and/or motor freight transportation; (ii) to route shipments in accordance with United’s instructions; (iii) to make no charge for handling, packaging, storage or transportation of Products, unless otherwise stated as an item on the Order; (iv) to provide with each shipment packing slips with this Order number and date of shipment marked thereon; (v) to properly mark each package with a label/tag according to United’s instructions; and (vi) to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with United’s instructions. Supplier will include on bills of lading or other shipping receipts correct classification identification of the Products shipped in accordance with United’s instructions and the carrier’s requirements. The marks on each package and identification of the Products on packing slips, bills of lading and invoices (when required) shall be sufficient to enable United to easily identify the Products purchased.
- Supplier represents, warrants, and covenants that Products and Services will: (i) conform to the Specifications; (ii) be fit and sufficient for the purpose(s) for which they were purchased; (iii) be new (unless otherwise agreed between the parties) and merchantable; (iv) be produced, shipped, and performed in compliance with the requirements of all applicable laws and regulations; and (v) not infringe the rights of any third party, including, but not limited to, intellectual property rights, misappropriation of trade secrets, or violations of rights of privacy or publicity.
- Supplier warrants Products and Services for the period set forth in Supplier’s standard warranty for the Products and Services and shall promptly repair or replace, as applicable, any defective Products or Products otherwise not in conformity with the requirements of this Order or re-perform any defective Services, at Supplier’s expense and with a level of effort commensurate with the nature of the defect or non-conformity. Further, if within thirty (30) days after delivery or, where Products are installed, within thirty (30) days after installation, Products fail to operate in substantial compliance with the Specifications (and such failure is not due to misuse or improper installation by United), Supplier shall, within five (5) days notice from United of such defects, at Supplier’s expense, repair or replace the defective or non-conforming Products or replace with functionally equivalent products of equal or greater performance. If Supplier fails to do so, United may, at its option, return any defective or non-conforming Products for a full refund of any and all moneys previously paid to Supplier for the defective or non-conforming Products. Supplier shall reimburse United for its actual costs incurred in connection with the delivery and return of defective or non-conforming Products, including packing, rigging, transportation, and insurance costs. Supplier shall bear all risk of loss or damage from the time the Products are removed from United’s possession until they are returned to United’s possession, as applicable. Supplier hereby extends to United any and all warranties received from Supplier’s suppliers and shall enforce such warranties on United’s behalf.
- Supplier shall provide and keep in force and effect worker’s compensation, general liability, product liability, public liability and property damage insurance to protect United against claims arising out of Supplier’s operations, and in such amounts as required by United.
- Indemnification. To the fullest extent permitted by law, Supplier shall indemnify and hold harmless United, its affiliates and successors, and their respective officers, directors, employees, successors, subcontractors, licensees, assigns, and customers against and from, and promptly reimburse United and the aforementioned entities for, any and all claims, losses, costs, damages, judgments, penalties, and liabilities of any kind (including attorneys’ fees and duties not based on the most-favored nation rate) arising out of: (i) possession, use, sale, or resale, as applicable, of Products or Services (alone or in combination with other materials), including, but not limited to, infringement of intellectual property rights, misappropriation of trade secrets, and violations of rights of privacy and publicity; (ii) personal injury (including death), property damage, or any other damage resulting from (or claimed to result from), in whole or in part, (a) any defect in the Products or Services, (b) Supplier’s breach of any express or implied warranty, or (c) violation of any law, order, rule, or regulation by the Products or Services or by manufacture, possession, use, or sale of the Products or Services; (iii) Supplier’s breach of this Agreement or Supplier’s failure to comply with the terms of the Prime Contract; or (iv) any act or omission of Supplier, its affiliates, or their respective directors, officers, employees, agents, or subcontractors.
United may cancel this Order at any time upon notice to Supplier. Supplier shall make no changes as to quantities, qualities, descriptions, or prices of Products or Services, nor will any charge for extras be allowed unless same has been authorized in writing by both parties hereto. No charge will be allowed for freight, express, cartage, demurrage or other transportation or storage unless agreed to by both parties and specified in this Order.
Time is of the essence with respect to this transaction and therefore it is agreed that for failure to comply with the terms and conditions hereof, or failure to prosecute the work with promptness and diligence, or for failure to make shipment within the time specified or any extension thereof, Supplier shall be declared in default; except that Supplier shall not be responsible or considered in default for delay in shipment due to acts of God, acts of United, war, floods, freight embargoes, or unusually severe weather, and in the event of delay from such cause the promised delivery date shall be extended one day for each day of such delay.
If Supplier fails or is unable to proceed with all or any of its obligations hereunder, makes an assignment for the benefit of its creditors, is bankrupt or insolvent, or declared in default, United at its option may procure the Products or Services from other sources, by purchase in the open market, or by negotiated contract, or otherwise, and Supplier shall be liable to United for any excess costs and damages occasioned by said default or United may elect to complete performance of the obligations of Supplier hereunder, in which event Supplier shall also be liable to United for any excess costs and damages occasioned by said default.
- Any controversy or claim arising out of or relating to this Order or the breach thereof, provision for the determination of which is not made elsewhere, shall be settled by arbitration in the county and state where the United business location that issued this Order is located, in accordance with the rules then promulgated by The American Arbitration Association. Supplier and United hereby submit to such jurisdiction and to arbitration as herein provided. Service of an application for arbitration or of a notice of submission to arbitration hereunder shall be sufficient if made by registered mail directed to the party at its respective address given on the front of this Order.
- Work shall not be interrupted or delayed during any arbitration proceedings, except on written agreement by both parties.
Supplier shall not assign this Order, or any moneys due or to become due hereunder, without United’s prior written consent, and any attempted assignment without United’s consent shall be null and void.
- Supplier hereby waives all rights of liens or conditional bills of sale and waives all rights to file any notices in relation thereto, and agrees to remove, at its own cost and expense, all such notices or liens or conditional bills of sale or encumbrances which may be placed against said premises or any part thereof as a result of the Products or Services furnished by Supplier, whether such notice or notices be placed thereon by Supplier or any other person employed or otherwise engaged by Supplier in relation to said work or any material man furnishing any material to such job, and Supplier does hereby agree to hold United harmless on account thereof.
- Supplier agrees within five (5) days after notice and demand by United to cancel and discharge any notices of liens filed for work or labor performed for, materials furnished to, United, and Supplier agrees further to reimburse United for any damages United may suffer by reason of the filing of such notices or liens or the failure to obtain cancellation and discharge thereof as herein provided, including all costs and reasonable attorney’s fees.
- This Order shall be governed by the laws of the State of Connecticut without regard to conflict of laws principles.
- The invalidity of any provision of this Order shall not affect the validity of the remainder of this Order. Supplier shall promptly notify Company if it becomes aware of any non-compliance with this section or if Supplier becomes the subject of any material claim or demand by any Governmental Authority regarding the Products or Services or otherwise regarding this agreement. Supplier also shall promptly notify Company if any of the Products, or components thereof, provided by Supplier to Company become subject to an investigation or order that could result in antidumping duties, countervailing duties, safeguard remedies, quotas, or any duty that is not based on a most-favored-nation rate.