TO JAXON PURCHASE REQUISITION
STANDARD PURCHASE REQUISITION PROVISIONS--MATERIALS
1.1 SUPPLIER (meaning the party
identified in the Purchase Requisition to which these provisions are attached) shall deliver the
goods described in this Purchase Requisition in good condition and properly packaged for shipment.
1.2 If no additional instructions are provided, SUPPLIER must use correct packing and shipping classification descriptions to
obtain lowest applicable shipping rates.
1.3 Unless otherwise specified, no charge for packing, cartage, or insurance will be allowed.
1.4 No shipment is deemed completed until Jaxon has received the bill of lading or transportation receipt, unless otherwise
1.5 Jaxon encourages the SUPPLIER to use biodegradable, reusable or recyclable packaging materials for shipments under this
Purchase Requisition, in addition to minimizing unnecessary packaging material.
1.6 Unless otherwise indicated on this Purchase Requisition, shipping terms shall be FOB Destination Freight Prepaid. If shipping
terms are stated on this Purchase Requisition, those terms shall take precedence over this Article.
1.7 The Purchase Requisition and project numbers, which appear on the face page of this Purchase Requisition, must appear on
all invoices, packing/delivery tickets, cartons, correspondence etc.
2.0 Invoices and
2.1 Each invoice must show
applicable discounts, be strictly
consistent with this Purchase Requisition, and be accompanied by
bills of lading or transportation receipts, unless otherwise specified.
invoice deviating from the requirements of the Purchase
Requisition and this Article will be returned to SUPPLIER for
correction and/or acceptable support. Cash discounts will apply
from the date a correct, properly
supported invoice is received
by Jaxon, or the date goods are received, whichever is later.
2.3 The terms of payment as shown on this Purchase Requisition shall take precedence over terms of payment shown on
SUPPLIER’s invoices or elsewhere.
2.4 SUPPLIER shall submit with each invoice waivers of liens, or proof of payment for all expenses (including labor and materials),
if requested by Jaxon.
2.5 All payments to SUPPLIER shall be made in United States Dollars unless otherwise indicated within this Purchase Requisition.
3.0 Deliveries and
3.1 All delivery
dates must be met by
3.2 SUPPLIER shall not be responsible for delays resulting from
occurrences beyond its control which it could not have reasonably
anticipated and provided for. In such event, SUPPLIER shall give Jaxon written notice within five (5) days of such occurrence.
Jaxon shall determine an equitable extension of time for delivery. SUPPLIER's failure to so notify
Jaxon of such delay
waiver of SUPPLIER's right to a time extension. There shall be no price adjustment
virtue of any
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4.0 Inspections and
4.1 All goods shall be subject to inspection and testing by
Jaxon or its designee at SUPPLIER’s premises and at the delivery
location or other location designated by
inspection at SUPPLIER's plant, final inspection and
acceptance of the goods shall be at Jaxon’s project site or other location designated by Jaxon.
4.2 If inspection and tests, whether preliminary
or final, are made on SUPPLIER’s premises, SUPPLIER shall furnish without
additional charge, all reasonable facilities and assistance for
safe and convenient inspection and tests required by
and/or its customer, as the case
be. Inspection by
Jaxon and/or its customer, or failure to inspect by
Jaxon and/or its
customer shall not relieve SUPPLIER of any
with respect to this Purchase Requisition and shall not
interpreted in any way to imply acceptance by Jaxon.
4.3 Jaxon reserves the right to reject nonconforming goods and require SUPPLIER to promptly
remove the rejected goods at its
expense. Jaxon shall have the option either to require SUPPLIER
to replace rejected goods at SUPPLIER’s expense or to
cancel this Purchase Requisition.
4.4 Jaxon reserves the right to revoke acceptance of goods if Jaxon accepted the goods on the reasonable assumption that
would be cured by
SUPPLIER and has not been reasonably
cured, or without discovery
Jaxon’s acceptance was reasonably
induced either by
before acceptance or by
assurances. In the event of such revocation, the provisions of Article 5.0 shall apply.
4.5 Jaxon may, at its option, inspect goods provided by or expedite the performance of SUPPLIER’s lower-tier suppliers.
Jaxon shall have the right to terminate all or any
part of this
Purchase Requisition for its convenience. In the event of
termination, SUPPLIER shall not be entitled to any
compensation, except for the reasonable value of conforming goods
SUPPLIER and accepted by
Jaxon prior to termination. This compensation shall not exceed the Purchase
6.1 SUPPLIER warrants that:
6.1.1 All goods furnished shall be free from defects in material and workmanship and shall conform to specifications
6.1.2 SUPPLIER shall replace, without cost to Jaxon, to include
removal, shipping and re-installation costs for any
nonconforming goods, if the nonconformity
is observed within one (1) year from the date such goods are placed in use or one
(1) year from the delivery
date, whichever first occurs.
6.1.3 If the SUPPLIER provides engineering, design, or specifications, all express, implied and statutory
(including, without limitation, warranties of merchantability
and fitness for purpose).
6.1.4 If SUPPLIER fabricates and/or delivers only,
SUPPLIER makes no other warranties, either express or implied
(including without limitation, warranties of merchantability
and fitness for purpose).
6.1.5 As to catalog items, all expressed and implied warranties shall apply.
6.2 SUPPLIER’s warranties (including service warranties, if any), shall accrue to the benefit of and be actionable by
successors, assigns and customers.
6.3 Goods replaced pursuant to this Article shall be subject to the warranties outlined in this Article.
7.1 Jaxon shall have the right (by
revision to this Purchase Requisition or through revised drawings, specifications, or other
transmittals), to make changes in the specifications of goods ordered.
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7.2 If any
change affects the price or delivery
date of such goods, SUPPLIER shall immediately
Jaxon in writing; and shall,
within fifteen (15) days of the date such revision is mailed or
otherwise delivered to SUPPLIER, submit a
written claim for
adjustment of price and/or delivery
date. If SUPPLIER fails to do so, SUPPLIER waives any claim for an adjustment.
7.3 SUPPLIER shall not suspend performance while Jaxon and SUPPLIER are in the process of making revisions and any
8.0 Codes, Laws and
All goods and services provided under this Purchase Requisition
with all applicable codes, laws, regulations,
standards, and ordinances.
9.0 Patent Protection
9.1 SUPPLIER will, at its sole
expense, defend and pay
all damages and costs awarded in any
proceeding brought against Jaxon,
its employees, agents, or customers, in which it is claimed that the manufacture, sale, or use of any
goods or their parts,
furnished in response to this Purchase Requisition constitutes an infringement of any
patent or other proprietary
right, provided SUPPLIER is promptly
notified of the commencement of any
such proceeding. SUPPLIER’s indemnity, as to
use, applies only
when infringement occurs from the normal use for which the goods were sold. Jaxon and/or Jaxon’s customer
may, at their option, be represented at any such proceeding.
9.2 If such manufacture, sale, or use is held in any
to constitute an infringement and is enjoined, SUPPLIER, at its
expense, shall either procure for Jaxon and its customer the right to manufacture, sell, and use such goods; or replace the
goods with substantially
equal but noninfringing goods; or modify
the goods to make them substantially
equal but noninfringing;
or remove the goods and refund the purchase price and transportation and installation costs of them.
SUPPLIER of this Purchase Requisition, or any
rights and duties associated with it, without the written
consent of Jaxon, shall be void.
SUPPLIER’s Drawings, Specifications and Calculations
Drawings, specifications, and calculations submitted by
SUPPLIER to Jaxon with a
request for review
be reviewed and
commented upon by
Jaxon. Jaxon’s review
and comment shall relate only
to the general arrangement. In no event will Jaxon’s
review and comment relieve SUPPLIER of the responsibility to comply with all of the provisions of this Purchase Requisition.
12.0 Confidential Information
12.1 All drawings, specifications, technical data, and other information furnished to SUPPLIER by
or through either Jaxon or its
customer in connection with this Purchase Requisition are and shall remain the property
of Jaxon or its customer, and shall not
be copied or otherwise reproduced or used in any
except in connection with performance of this Purchase Requisition, or
disclosed to third parties or used in any
manner detrimental to
the interests of Jaxon or its customer. Upon completion,
termination, or cancellation of this Purchase Requisition, SUPPLIER shall promptly
Jaxon or its customer all
drawings, specifications, technical data, and other information
Jaxon or its customer in connection with the
performance of this Purchase Requisition.
12.2 All drawings, specifications, and technical data furnished by
SUPPLIER, which are marked by
SUPPLIER as "proprietary"
or "confidential" shall remain the property
of SUPPLIER and shall not be copied or otherwise reproduced or used in any way by
Jaxon except in connection with the project for which they
are furnished, and will not be disclosed to third parties except
Jaxon’s customer or used by Jaxon in any manner detrimental to SUPPLIER.
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Equal Employment Opportunity
U.S. SUPPLIERS shall comply
with applicable laws, executive orders, and regulations concerning nondiscrimination in
employment including but not limited to the Equal Opportunity Clause of Section 202, Executive Order 11246, as amended.
SUPPLIER shall defend, hold harmless, release and indemnify
Jaxon and its customer as well as their agents and employees
claim, loss, injury
(including death), or damage including attorneys'
fees and costs arising out of the performance
of this Purchase Requisition, or the goods provided, excluding losses, injuries, or death caused by
the sole negligence of
Jaxon or its customer.
15.0 Survival and Severability
of the Provisions contained in this SUBCONTRACT
invalid, illegal, or unenforceable, the enforceability
other remaining provisions shall not be impaired.
Limitations of liability,
indemnities, and other
express representations shall
survive termination of this SUBCONTRACT for any cause.
Jaxon's remedies shall be cumulative and in addition to any
further remedies provided in law
or equity. No waiver of a
of any of the provisions of this Purchase Requisition shall constitute a waiver of any other breaches.
17.0 Related Services
Whenever SUPPLIER furnishes personnel for supervision, startup,
testing, inspection, related services, or maintenance (the
Work), the following provisions shall apply,
in addition to other applicable provisions of this Purchase Requisition including
17.1 SUPPLIER represents that SUPPLIER, its agents, and employees, are qualified and competent to perform the Work and
that all tools and equipment furnished by
SUPPLIER in its performance of the Work are, and shall be, kept in good working
17.2 SUPPLIER asserts that the Work shall be performed in accordance with accepted standards
and shall conform to the
requirements of this Purchase Requisition. Any
Work not so performed or not in conformity
with this Purchase Requisition shall
be corrected by
SUPPLIER at no cost to Jaxon. If such deficiencies are not immediately
corrected, Jaxon may
cause the same
to be corrected at SUPPLIER’s cost. This remedy is in addition to any other remedies, in law
or equity, available to Jaxon.
17.3 Completion and Acceptance:
When SUPPLIER deems the Work completed, SUPPLIER shall give Jaxon notice in writing.
reasonable time after receipt of the notice, Jaxon will determine if the Work has been completed to its satisfaction; if
so, Jaxon will advise SUPPLIER, in writing, of its final acceptance; if not, Jaxon will notify
SUPPLIER of its lack or failure of
performance and SUPPLIER will take remedial action as described
in Article 17.2 and will repeat
the procedure stated until the
Work has been satisfactorily completed and accepted.
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In the event that performance of
this Purchase Requisition requires SUPPLIER to enter onto the premises of Jaxon or its
CLIENT, SUPPLIER and any
approved subcontractors agree to procure and maintain for the duration of performance of this
Purchase Requisition, workers
compensation, comprehensive general liability,
reasonable amounts, and such other insurance as Jaxon may
19.0 Taxes and
SUPPLIER has included in its price and agrees to pay
all Federal, State, or local taxes as well as any
import/export duties and
fees imposed by
(regardless of point of origin) upon or on account of, the manufacture, sale, transport/shipment, or
of the goods or services furnished for this Purchase Requisition, unless otherwise indicated by
Jaxon in this Purchase
20.0 Legal Costs
If it becomes necessary
for Jaxon to take legal action to enforce any
term of this Purchase Requisition, SUPPLIER shall be
liable to Jaxon for all costs included in such legal action, including reasonable attorney’s fees and litigation costs.
All certificates of insurance, request for change orders, signed Purchase Requisitions and general correspondence are to be
sent to the attention of the Buyer.
22.0 Employee Safety
SUPPLIER is solely
responsible for the safety of its employees and the employees of its approved subcontractors.
23.0 Purchase Requisitions
Commercial Items (The
SUPPLIER shall include
of this Article in
subcontracts awarded under this Purchase Requisition.)
If this Purchase Requisition is for a
commercial item as defined at FAR 2.101 and Jaxon’s customer is the U.S. Federal
Government, the following shall apply:
(i) FAR 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015);
(ii) FAR 52.219-8, Utilization of Small Business Concerns (Nov 2016), including all lower-tier subcontracts that offer further
subcontracting opportunities. If the lower-tier subcontracts (except subcontracts to small business concerns) exceed $550,000
($1,000,000 for construction of any
public facility), the SUPPLIER must include 52.219-8 in lower-tier subcontracts that offer
(iii) FAR 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246);
(iv) FAR 52.222-35, Equal Opportunity for Veterans (Oct 2015);
(v) FAR 52.222-36, Equal Opportunity for Workers with Disabilities (July
(vi) FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010). Flow
down as required in
accordance with paragraph (f) of FAR clause 52.222-40);
(vii) FAR 52.222-50, Combating Trafficking in Persons (Mar 2015);
(viii) FAR 52.222-54, Employment Eligibility
Verification (Oct 2015);
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(ix) FAR 52.247-64, Preference for Privately
Owned U.S.-Flag Commercial Vessels (Feb 2006) (flow
down required in accordance
with paragraph (d) of FAR clause 52.247-64).
24.0 Human Trafficking
24.1 This Article 24.1 shall apply
if the SUPPLIER is organized under the laws
of the United States of America. The parties
agree to comply
with the applicable provisions of National Security
Presidential Directive/NSPD–22, the applicable provisions
of 22 U.S.C. 7104, as amended by
the Trafficking Victims Protection Reauthorization Act of
2003 (Pub. L. 108–193) and the
Trafficking Victims Protection Reauthorization Act of 2005 (Public Law
109–164), and all applicable implementing regulations
with regard to the U.S. Government’s “zero tolerance” policy
against human trafficking.
24.2 This Article 24.2 shall apply
if the SUPPLIER is not organized under the laws
of the United States of America. SUPPLIER
agrees to strictly
with all applicable laws, rules and regulations to which compliance is required by any lawful jurisdiction
governing the trafficking of persons, including the recruitment, harboring, transportation, provision or obtaining of a
labor or services, through the use of force, fraud, or coercion
for the purpose of subjection to involuntary
debt bondage or slavery.
24.3 SUPPLIER further agrees that
this Article shall be flowed
down to all of its Lower Tier Subcontractors at any
violation of this Article shall be considered cause for termination for default.
When issued under or in support of a
contract with the United States Government, to the extent applicable, this Purchase
Requisition will be construed and interpreted according to the federal common law
of government contracts as enunciated and
federal judicial bodies, Boards of Contract Appeals,
and quasi-judicial agencies of the federal government. To
extent that the federal
of government contracts is not applicable or dispositive, or if the Purchase Requisition is
not issued under or in support of a
contract with the United States Government, the laws
of the State of Colorado, without
regard to conflict of laws principles, shall apply.
26.0 Complete Agreement
26.1 Either SUPPLIER’s return of an acknowledgment copy
of this Purchase Requisition or SUPPLIER’s commencement of
performance of this Purchase Requisition shall constitute SUPPLIER’s acceptance of this Purchase Requisition including
these terms and conditions, attachments, flowdown terms, and special instructions/other terms outlined within the Purchase
26.2 The Purchase Requisition along with the terms and conditions, attachments, flowdown terms. and any special instructions
or other terms shall constitute the entire agreement between the parties. No terms or conditions stated by the SUPPLIER in
its bid or proposal, acknowledgment or other correspondence shall be binding upon Jaxon if different from or in addition to the
express provisions of this Purchase Requisition. Any additions to or variations from the same offered by SUPPLIER will be
deemed proposals for revision to this Purchase Requisition and shall be binding only
if made in writing and signed by an
authorized representative of Jaxon.
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