OEG PURCHASE ORDER TERMS AND CONDITIONS AGREEMENT

THESE STANDARD TERMS AND CONDITIONS OF SALE APPLY TO PRODUCTS AND SERVICES SOLD AND/OR QUOTED TO OEG, located at 3200 NW Yeon Ave. Portland, Oregon 97210 (“OEG“) BY VENDOR NAME VENDOR ADDRESS (“VENDOR”).

Both parties have read and understand this Purchase Order Agreement.  The Terms and Conditions of this Purchase Order Agreement supersede all prior Proposals and Agreements between OEG and VENDOR.  The execution of this Purchase Order Agreement does not obligate OEG to issue Purchase Orders to VENDOR, but is intended to set forth the terms and conditions of any Purchase Order issued to VENDOR at OEG’s discretion.  This Purchase Order Agreement is intended to govern and provide the terms and conditions for all Purchase Orders entered into by OEG and VENDOR following the execution of this Purchase Order Agreement.

1. All material will be supplied, per interpretation of plans and specifications, as approved by VENDOR and OEG including addenda’s, bill of material and signed submittals.
2. Purchase order is contingent upon OEG receiving a contract.
3. Unless otherwise agreed in writing all prices quoted will remain in effect until the Purchase Order for the Project is executed.
4. Actual quantities ordered may vary due to job requirements. Any changes to a Purchase Order must be acknowledged in writing by a Change Order issued from OEG’s Purchasing Department. Change orders issued by OEG Purchasing Department must be signed, dated and returned within 7 business days from date on “Change Order Document.” If VENDOR does not sign this document, changes made regarding order will be assumed as agreed upon by VENDOR.
5. VENDOR agrees to accept returns of stock materials provided they are clean, undamaged, in their original cartons, unopened and unused. All special-order materials will be returned to the factory with restock fee as agreed upon by OEG and VENDOR.
6. All correspondence (packing slips and invoices) must reference a valid purchase order number.
7. All packing slips must show quantities back-ordered, as well as quantities shipped.
8. VENDOR shall upon the issuance of a Purchase Order promptly notify OEG of all items on back-orders and provide a new delivery schedule for back-ordered items.
9. VENDOR agrees to payment terms 2%/10 end of month net 30 on stock and NET 30 on Gear and Lighting.
10. Notwithstanding the provision of item 9 above invoices received in OEG’s Corporate Office after the 25^th of the month will be processed in next month’s business.
11. Invoices received in OEG’s Corporate Office before the 25^th of the month for material received on site after the 25^th, will be processed in next month’s business. All appropriate discounts will be taken.
    11a. All invoices will have a legible OEG Employee signature as proof of delivery.
12. VENDORS with negotiated discounts whose invoices do not have valid purchase order numbers shall extend cash discounts on those invoices once they are resolved.
13. All freight will be prepaid unless previously negotiated. All packaging for materials shipped to OEG, needs to be in such a manner to eliminate any potential of damage during shipping.
14. All stock materials will be FOB jobsite unless agreed upon by OEG. Upon request VENDOR will provide pricing for FOB Destination charges on direct shipments.
15. VENDOR is to advise the transportation company to notify OEG at least 24 hours prior to delivery.
16. An authorized OEG employee must sign for all deliveries.
17. If submittals, O&Ms, and/or drawings, are required material may not be released until authorized by OEG’s Project Manager or designated OEG representative.
18. If submittals are not approved, re-submission must be in our office within seven (7) calendar days from the date of notification of rejected submittals.
19. All UL certified material must carry the UL label.
20. When material is shipped in error to the job site, it is the responsibility of the VENDOR to see that the material is replaced with the correct material and that the incorrect material is removed from the job site at no charge to OEG. Shipping errors shall be the responsibility of the VENDOR.
21. LIMITATION OF LIABILITY. The warranties on the products provided are subject to the warranties as provided to the VENDOR by the manufacturers of the products and the VENDOR does assign all rights it has under those warranties.

LIGHTING 

1. All lighting fixture cartons are to be marked with OEG Purchase Order Number, fixture type, and voltage.
2. Lamps, trims, ballast, reflectors, stems, drawings and any miscellaneous parts shipped separately must be marked with Purchase Order number, fixture type, and voltage.
3. If specified on the Bill of Material, all fixtures are to be earthquake approved and provided with seismic clips.
4. Unless stated otherwise all fixtures to include lamps. All lamps, trims, etc. shall be bid and invoiced separately where manufacture/vendor invoices separately.
5. VENDOR invoices to include quantities and descriptions consistent with final quote and Purchase Order. 

SWITCHGEAR

1. All panel boards and switchboard cartons must be marked with panel designation. Each carton, pallet etc. for switchgear shall be marked with the OEG Purchase Order Number.
2. Panel “cans” shipped prior to the interiors and trims are to be marked with panel designation.
3. All interiors, trims, circuit breakers, and any miscellaneous parts shipped separately must be marked with panel designation.
4. All panels’ interiors are to be provided with proper sized lugs for the incoming conductor.
5. All circuit breakers are to be provided with the proper sized lugs for the incoming conductor.
6. All switchgear interiors are to be shipped with all breakers/switches installed as shown on Panel Schedules (or as modified by addendum or change order).
7. All transformers are to be marked with voltage, transformer designation, to be provided with lug kits and Transformer Pads if specified on the Bill of Material.

GENERAL

1. This Purchase Order Agreement will be governed by and interpreted in accordance with the laws of the State of Oregon without regard to conflicts of law principles.
2. Any action or proceeding seeking to enforce any provision of this Purchase Order Agreement or based on any right arising out of this Purchase Order Agreement must be brought against any of the parties in Multnomah County Circuit Court of the State of Oregon or, subject to applicable jurisdictional requirements, in the United States District Court for the District of Oregon, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to such venue.
3. Whether construed as an offer, acceptance or confirmation, these terms and conditions of purchase include all documents and exhibits attached hereto and all other terms incorporated by reference herein. This Purchase Order Agreement shall constitute the final, complete and exclusive statement of this Purchase Order Agreement and may not be modified or rescinded except by a written change order issued by OEG. This Purchase Order Agreement constitutes an offer by OEG to purchase the goods and/or services specified upon the terms and conditions and at the price(s) and with the delivery date(s) specified herein, Vendor shall indicate its acceptance of this order by written acceptance on the face of this Purchase Order Agreement received by OEG, by other written confirmation received by OEG, by commencing work on this Purchase Order Agreement in any manner, expressly conditioned on notice of such commencement of work received by OEG, or by the delivery of the goods or services within the time for such delivery as stated in this Purchase Order Agreement. Regardless of the manner or medium of acceptance time is of the essence. As an offer, this Purchase Order Agreement expressly limits acceptance to its terms and conditions, and notification of objection to any different or additional terms in any response to this offer from the Vendor is hereby given. If this Purchase Order Agreement is construed as an acceptance of the Vendor’s offer, this acceptance is expressly conditioned on the offeror’s assent to any additional or different terms contained in this Purchase Order Agreement. If this Purchase Order Agreement is construed as a confirmation of an existing contract, the parties agree that this Purchase Order Agreement constitutes the final, complete and exclusive terms and conditions of the contract between the parties. If the parties have otherwise completed a signed, written contract, the parties agree that the use of this Purchase Order Agreement to place orders for goods or services pursuant to such a contract shall be construed to supplement the terms of such written contract only to the extent that the terms and conditions of this Purchase Order Agreement are not inconsistent with such written contract. Regardless of its construction as an offer, acceptance, confirmation or use to place orders for goods or services pursuant to an earlier contract, this Purchase Order Agreement incorporates by reference all terms of the Uniform Commercial Code providing any protection for OEG, including, without limitation, all express and implied warranty protection and all OEG’s remedies under the Uniform Commercial Code.
4. EQUAL EMPLOYMENT AND AFFIRMATIVE ACTION. Without limitation the Vender will fully comply with all rules and regulations of the applicable State agency and the United States Department of Labor concerning equal employment opportunity (prohibiting discrimination against any employee or applicant for employment based upon race, color, religion, sex or national origin), affirmative action for disabled veterans and veterans of the Vietnam era, and affirmative action for disabled workers, and the rules and regulations of the Federal Government concerning the utilization of small business and small disadvantaged business concerns, women-owned small business concerns, and labor surplus area concerns. The terms and conditions of Executive Order 1124629 CFR Part 470, 41 CFR Section 60-1.4c, and 41 CFR Section 60-250.5 and/or Section 60.300.5 are herein incorporated by reference. You may also be subject to the provisions of FAR 52-222-26, 41CFR 60-1.4, 41 CFR 60-250 (a) and 41CFR 60-741.5 with respect to affirmative action program and plan requirements, and 29 CFR Part 471 relating to the notice of employee rights under federal labor laws. If you believe you are exempt from compliance, please provide us with a written statement of the facts on which your exemption claim is based.
5. INSURANCE. If any portion of the Material Purchase Order has labor associated with it that is performed on the Contractors job site, by the Vendor, representatives of the Vendor, or Subcontractors of the Vendor, the Vendor shall provide Contractor evidence of insurance required per Exhibit A. If the Vendor is providing Professional Services (Engineering or Design), via the Material Purchase order, the Vendor shall provide evidence of insurance per Exhibit A. See attachment Exhibit A. Proof of insurance as shown in Exhibit A will need to be provided to OEG upon receipt of the Purchase Order.

 LIEN RELEASE

1. Vendor may be required to provide a lien release as set forth in the state in which business is being conducted.

Vendor Name ____________________________________________________

Signature _______________________________________________________

Print Name ______________________________________________________

Title ____________________________________________________________

Date ___________________________________________________________ 

EXHIBIT A

INSURANCE

Insurance. Vendor shall obtain, at its own expense, from reliable insurance carriers satisfactory to the Contractor and authorized to do business in the state where the Work is to be performed, the following applicable insurance policies indicated below, with limits not less than those specified:

1. Worker’s Compensation insurance complying with the law of the state(s) in which any Work under this Purchase Order is to be performed, whether or not Vendor is required by such laws to maintain such insurance, including the Alternate Employer Endorsement, and Employer’s Liability Insurance with limits of $1,000,000. Coverage must include, if applicable, U.S. Harbor Worker’s and Longshoremen’s, Outer Continental Shelf, and Jones Act coverage.
2. Commercial General Liability insurance with a combined single limit for bodily injury and property damage of $1,000,000 each occurrence and general products liability aggregate of $2,000,000 each, covering all obligations or operations to be performed under this Purchase Order. Policy shall include no modifications that reduce the standard coverage provided under a commercial liability form, include completed operations coverage for minimum of two years, and delete railroad exclusions from contractual section or definition section of insured Contract.
3. Commercial Automobile Liability insurance with a combined single limit for bodily injury and property damage of $1,000,000 each occurrence to include coverage for all owned, non-owned, and hired vehicles.
4. Commercial Umbrella Liability/Excess Liability insurance with limits of not less than $2,000,000 per occurrence.
5. If applicable, Pollution Liability insurance, $1,000,000 each occurrence. This policy shall protect against the actual or alleged liability and costs arising from the sudden and accidental release of pollutants or hazardous materials arising from the Vendor’s work.
6. f applicable, Professional Liability insurance, $2,000,000 each occurrence, with not less than two years for the completed operations discovery period and if coverage is written on a claims-made basis, the retroactive date shall precede the effective date of any professional services being performed. Required if performing professional services.
7. If applicable, Aviation Liability insurance, $10,000,000 per occurrence. Required if using aircraft, including helicopters.
8. If applicable, Marine Liability insurance, $10,000,000 per occurrence. Required if using watercraft.
9. Builders Risk/Installation Floater insurance, the Vendor shall purchase, and maintain “all risk” coverage. The insurance shall cover the Purchase Order amount, including direct physical loss or damage caused by or resulting from a covered peril to material, supplies, machinery and equipment being installed, constructed or rigged by the Vendor or its Subcontractors and in conjunction with its installation or construction work in the care, custody or control of the Vendor or its Subcontractor.
   

General Insurance Provisions.

1. Any and all deductibles/self-insured retentions in the above-described insurance policies shall be assumed by, for the amount of, and at the sole risk of Vendor. Limits may be met in combination of both primary and umbrella/excess policies.
2. Any insurance on a “claims made” basis shall be maintained for at least two years after completion of the services, or Vendor shall provide at least a one-year extended reporting period if coverage is cancelled or non-renewed following completion of the project.
3. The “explosion,” “collapse,” and “underground” exclusions shall be removed from Vendors liability insurance policies.
4. Cancellation of policies providing coverage herein, as it affects the interest of Contractor, shall be effective only after written notice is received by Contractor thirty (30) days in advance of any such modification or cancellation, except if such cancellation is due to failure to pay premiums in which case 10 days’ prior written notice of cancellation is given to Contractor. 
5. Prior to commencing Work under this Purchase Order, Vendor shall deliver to Contractor certificates in a form satisfactory to Contractor evidencing the existence of insurance as provided for above and, except with regard to Worker’s Compensation and Professional Liability Insurance, naming Contractor as an additional insured; and shall also provide primary coverage without right of contribution by any insurance carried by the Contractor. Vendor will resubmit updated certificates prior to the expiration date of any required insurance.
6. All of the above-described insurance policies, together with all other insurance policies now owned or purchased hereunder, shall contain provisions that the insurance carriers will have no right of recovery or subrogation against Contractor or any of its subsidiaries or affiliated companies and Vendor does hereby waive its right of recovery against Contractor where allowed by law.
7. Irrespective of the requirements as to insurance to be carried, the insolvency, bankruptcy, or failure of any such insurance carrier providing insurance for Vendor, or failure of any such insurance carrier to pay claims occurring, shall not be held to waive any of the provisions hereof.
8. Further, compliance by the Vendor with the insurance requirements set forth herein shall not relieve the Vendor from liability for amounts in excess of the limits of insurance.
9. Vendor shall require all of its Subcontractors to fully comply with these insurance provisions, name the Contractor as an additional insured, and all to be endorsed with a waiver of subrogation in favor of Contractor. Any deficiencies in the coverages, policy limits, or endorsements of said subcontractor shall be the sole responsibility of the Vendor.
10. Contractor shall not insure nor be responsible for any loss or damage to equipment or property of any kind owned or leased by the Vendor or its Subcontractors, employees, servants, or agents.