This Purchase Order (Agreement) shall be deemed to have been accepted by the Supplier if any of the following occur; (i) shipment of the goods or any portion thereof; (ii) commencement of any work onsite or; (iii) performances of any services hereunder. Any discrepancies of fulfilling the terms of this Purchase Order must be resolved between Tubular Fabricators Industry, Inc. (herein after, “TFI”) and Supplier prior to the delivery of any service or commodity to TFI.

1. General –The Goods and/or Services furnished by Supplier and covered by the Purchase Order are governed by all the Terms and Conditions set forth herein.

2. Conflict in Terms and Conditions – If any of these terms and conditions are not acceptable, Supplier must so notify TFI within 2 business days in writing setting forth the reason(s) and any proposed edit. All technical specifications, drawings, notes, instructions, or information referred to on the associated Purchase Order shall be deemed to be incorporated herein by reference. It is within TFI’s sole discretion whether to accept or deny any proposed edits.

3. Acceptance and Inspection – No goods received by the TFI pursuant to the Purchase Order shall be deemed accepted until the TFI has had reasonable opportunity to inspect said goods for hidden damage or failure to meet specifications. Damaged/unacceptable goods shall be rejected and will be returned at Supplier’s expense for full credit or replacement, at TFI’s sole option. TFI reserves the right to test any goods, or services delivered to determine that specifications have been met. No goods returned as defective shall be replaced without TFI’s authorization.

4. Delivery and Title – All deliveries shall be FOB destination. Delivery is to be made only to the destination stated in the Purchase Order and must be made between 8:30 A.M. and 4:30 P.M., Monday through Thrusday, legal and TFI holidays excluded, unless otherwise stated. Supplier is responsible for maintaining and providing proof of delivery.

5. Quantities – TFI assumes no obligation for articles or materials shipped in excess of the quantity ordered. Any over shipments will be subjected to rejection and will be returned at Supplier’s expense.

6. Packing – Supplier assumes full responsibility for packing, crating, marking, transportation, and liability for loss and/or damage even if TFI has agreed to pay freight, express or other transportation charges.

7. Invoicing and Purchase Order Number – TFI’s Purchase Order numbers must appear on all invoices, packing slips, shipping documents, and labels. Supplier will use best efforts to include TFI’s PO number as part of the delivery address on all goods and services delivered to TFI. Failure to do so will cause TFI significant delivery difficulties and delays.

8. Time – Time is of the essence in the performance of this Agreement. TFI is relying on the promised delivery date, installation, and/or service performance set forth in supplier’s bid or proposal as material and basic to the TFI’s acceptance.

9. Delays – If delivery or completion dates cannot be met, Supplier shall immediately inform TFI. Such notice shall not, however, constitute a change to the delivery or completion terms of this Agreement unless TFI modifies this Agreement in writing. If any goods are not received or if any element of the services are not completed by the date specified, TFI, at TFI’s option and without prior notice to Supplier, may either approve a revised date or may cancel this Agreement and may obtain such goods or services elsewhere and in either event, the Supplier shall be liable to TFI for any resulting loss incurred by TFI. Supplier’s sole remedy for a delay caused by TFI shall be an extension in the time for Supplier’s performance equal to the duration of TFI’s delay.

10. Insolvency – If TFI has reasonable cause to believe Supplier is insolvent, or if any petition in bankruptcy or under any law for the relief of debtors is filed by or in respect of Supplier, then at the option of TFI, the Agreement shall immediately terminate. In no event shall the Agreement become an asset in any such proceeding nor shall TFI be bound hereby after any act of bankruptcy by Supplier. Any delay by TFI in the exercise of the right to terminate under this section shall not diminish or waive that right.

11. Price Warranty – Supplier warrants that the price(s) for the goods or services stated herein are no less favorable than those extended to any other customer (whether government or commercial) for the same or similar goods or services in similar quantities. In the event Supplier reduces its price(s) for such goods or services before Supplier fully performs under this Agreement, Supplier agrees to reduce the prices stated herein accordingly. Supplier further warrants that the prices stated herein are complete, and that no additional charges of any type, including but not limited to shipping costs, shall be added without TFI’s express written consent.

12. General Warranty – Supplier expressly warrants that all articles, material, and work offered shall conform to each and every specification, drawing, sample or other description which is furnished to or adopted by TFI and that they will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect. Such warranty shall survive a contract and shall not be deemed waived either by TFI’s acceptance of said materials or goods, in whole or in part, or by payment for them, in whole or in part. The Supplier further warrants all articles, material, and work performed for a period of one (1) year, unless otherwise stated, from date of acceptance of the items delivered and installed. All repairs, replacements or adjustments during the warranty period shall be at Supplier’s expense.

13. Payment – Except as otherwise provided in the Agreement, payment shall be Net 45 days from the date of delivery, or date of receipt of correct invoice, whichever is later.

14. Discount – Discount time will be calculated from the date of performance of the service, delivery of the goods, or from receipt of the correct invoice, whichever is later. Discount terms must comply with all applicable laws and regulations, must be given at time of purchase, and must be stated on the invoice.

15. Rebates and Credits – Supplier rebates and credits, including but not limited to those for correction of invoice discrepancies, returned goods, good-faith or performance offsets, and volume/price tier rebates, must be issued in the form of a check made payable to TFI. Checks must be: a) timely delivered and b) clearly labeled “Rebate” specifying either the Supplier’s contract or the applicable PO.

16. Limitation of Liability – Nothing in this Agreement shall limit the liability of Supplier under law or custom.

17. Indemnification – The Parties agree to defend, indemnify and hold each other and their respective affiliates, contractors, officers, directors, trustees, employees and agents harmless from and against all claims, liabilities, damages and expenses, including reasonable attorney’s and other professional’s fees, arising out of or related to their own intentional or negligent acts or omissions.

18. Termination – Either Party may terminate this agreement giving 10 days notice for any reason or no reason. Supplier agrees that a violation by Supplier of any of the terms, obligations, or certifications under this Agreement shall be grounds for immediate termination by TFI.

19. Amendment – No modification or amendment of any provision of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer or representative of each of the Parties.

20. Equipment – Equipment furnished under this Agreement must comply with all federal, state and local codes and regulations covering educational institutions (or, if applicable, healthcare providers) in effect at the time of the purchase.

21. Compliance with Laws/Policies – Supplier warrants and certifies that in performance of this Agreement, it will comply with all applicable statutes, rules, regulations, including laws and regulations pertaining to labor, wages, hours and other conditions of employment. Supplier also agrees to maintain compliance with WCAG 2.0 AA accessibility standards.

22. Non-Waiver – If TFI or Supplier waive any power, right, or remedy arising hereunder or under any applicable law, the waiver shall not be deemed a waiver of that power, right, or remedy upon a later recurrence of similar events. No act, delay or course of conduct by TFI or Supplier shall be deemed to constitute a waiver by TFI or Supplier. Any such waiver may only be effected by an express written waiver signed by the waiving party.

23. Governing Laws/Venue – All disputes regarding the construction, interpretation and the parties’ obligations under this Agreement shall be governed by the laws of Virginia, notwithstanding any of that state’s laws to the contrary. Any lawsuit arising out of the terms and conditions of this Agreement must be brought in the Virginia Courts located in Petersburg, Virginia or the United States District Court for the Eastern District of Virginia.

24. Electronic Signatures/Counterparts – The parties acknowledge and agree that this Agreement may be executed in counterparts, using electronic or facsimile signatures, and that such a signature shall be legally binding to the same extent as a written signature by a party’s authorized representative. Each counterpart shall be deemed an original, and all of which together shall constitute one and the same instrument. Each party waives any legal requirement that this Agreement be embodied, stored or reproduced in tangible media, and agrees that an electronic reproduction shall be given the same legal force and effect as a signed writing.

25. Assignment – Neither party shall assign or delegate its rights and obligations under this Agreement or any part hereof without the prior written consent of the non-assigning or non-delegating party.

26. Force Majeure – In the event that either party is unable to perform its obligations under this Agreement as a result of a force majeure, neither party shall be liable to the other for direct or consequential damages resulting from lack of performance. “Force Majeure” shall mean fire, earthquake, flood, act of God, strikes, work stoppages, or other labor disturbances, riots or civil commotions, acts of terrorism or other hostilities, litigation, pandemic, war or other act of any foreign nation, power of government, or governmental agency or authority, or any other cause like or unlike any cause above mentioned which is beyond the control of either party.

27. Independent Contractor – Supplier is an independent contractor and not an employee or agent of TFI. Supplier shall be solely responsible for any unemployment or disability insurance payments, or payments that may be required by Federal, State or local law with respect to any sums paid to Supplier hereunder. Supplier shall not be entitled to any TFI employee benefit of any nature whatsoever. Furthermore, the arrangements contemplated by this agreement shall not be deemed to constitute a partnership or joint venture between Supplier and TFI.
Supplier will defend, indemnify and hold harmless TFI from and against any and all liability for the payment of taxes, interest and/or penalties, as well as damages and costs, including but not limited to attorney’s fees, in connection with any claim that Supplier is an employee of TFI.

28. Entire Agreement – This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

29. Severability – The terms of this Agreement are severable such that if any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall continue to be valid and enforceable.