Passaic County New Jersey

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PO Terms & Conditions

Rev. 5/2024

TOWNSHIP OF WAYNE – PURCHASING DEPARTMENT
475 Valley Road – Wayne, New Jersey 07470 – (973) 694-1800, ext. 3251, 3249 – Fax (973) 694-8136
Email: Purchasing Department

Terms and Conditions

1. Vendors shall submit all claims for payment on your regular billing invoice form. Attach the Township’s Payment Voucher form (included with the Purchase Order) to your invoice, execute the Claimant’s Certification and return to the Township of Wayne (“Township”) Purchasing Department. Claims for partial payment must be so indicated. The original Payment Voucher must be returned to the Township endorsed with an original claimant’s signature. Copies or facsimiles will not be accepted. Unless a dispute arises, the Township agrees to issue payment within 45-days of receipt of the fully executed Payment Voucher.

2. All materials and services furnished on this Purchase Order are specific and subject to the Township’s inspection and approval within a reasonable time after delivery at the destination indicated by the Township on the Purchase Order. Materials or services other than those specified in this Purchase Order shall not be substituted without prior, written authorization from the Township’s Purchasing Department.

3. Material must be properly packed and free from all material defects. Damaged materials will not be accepted and will be returned at the Vendor’s risk and expense. No charges are allowed for boxing or crating unless previously agreed upon in writing by the Township.

4. Each package must contain a packing slip showing contents and marked with Purchase Order number. Quantities specified on the order are not to be exceeded without prior written authorization from the Township’s Purchasing Department.

5. All materials and supplies purchased must be labeled according to the NJ Worker & Community Right to Know Act (N.J.S.A. 34:5A-1 et seq.). Labels and Material Safety Data Sheets (M.S.D.S.) sheets must be supplied upon delivery of the materials and/or supplies.

6. Delivery must be made within a reasonable period of time or within the time states on the purchase order; failing this, the Township’s Purchasing Department reserves the right to cancel this order and purchase elsewhere.

7. The Township may, in writing, grant additional time for delivery when the Township is at fault or if satisfied that the delay is beyond the control of the Vendor.

8. In case of default by the Vendor, the Township may procure the articles or service from other sources and charge the defaulting Vendor excess costs.

9. If Vendor is unable to fill orders exactly in accordance with quality, description, quantity and/or price, the Township’s Purchasing Department must be notified immediately in writing. Contract orders are subject to the terms and conditions of the accepted bid and executed contract. Failure of a bidder to execute a purchase order may disqualify him/her from receiving future orders and shall be considered a breach.

10. All prices must be delivered F.O.B. delivery point, unloaded, inside delivery, upstairs/downstairs and debris removed. Where specific purchases are negotiated F.O.B. shipping point the Vendor is to prepay shipping charges and add to invoice.

11. It is agreed that goods delivered shall comply with all Federal, State or Local laws relative thereto, and that the Vendor shall defend actions or claims brought and save harmless the Township from loss, cost or damage by reason of actual or alleged infringement or patent.

12. Vendor accepting this purchase order certifies, compliance with Federal and State regulations regarding equal employment opportunity without regard to race, religion, sex, national origin, creed, color, ancestry, age, marital status, affectional or sexual orientation, familial status, liability for service in the Armed Forces of the United States or nationality and prohibits discrimination on the basis of disability.

13. The Vendor acknowledges receipt of Mandatory Equal Employment Opportunity Language (Exhibit A – Goods and Services or Exhibit B – Construction Contracts) which are available for download on the Purchasing Department’s website. Vendors are required to comply with the requirements of N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27-3.1.

14. In accordance with N.J.S.A. 40A:11-23.2 and N.J.S.A. 52:32-44, all vendors doing business with the Township must submit a valid N.J. Business Registration Certificate.

15. Chapter 271, PL 2005 requires all business entities who receive $50,000 or more from public contracts with public entities to file a report with the NJ Election Law Enforcement Commission. (ELEC) Additional Information is available from ELEC at 888-313-3532 or at www.elec.state.nj.us.

16. The Vendor must comply with the American with Disabilities Act (ADA) Policy which is available for download from the Purchasing Department’s website.

17. All Vendors shall comply with Truth in Contracting Laws: N.J.S.A. 2C:21-34; N.J.S.A. 2C:27-10 and N.J.S.A. 2C:27-11.

18. Indemnification: To the fullest extend allowable by the law, the Vendor, their successors, and assigns shall hold harmless, indemnify, defend, and release the Township and their members, directors, officers, employees, agents, and contractors, successors and assigns from and against all suits, liabilities, penalties, costs, losses, damages, expenses or claims, including, without limitation, reasonable attorney’s fees arising from or in any way connected with the other party’s performance, attempted performance, or failure to perform in connection with this Agreement or other activities as described in the Agreement, including, but not limited to, any injury to or the death of any person or any damage to any property resulting from any act, omission, condition, or other manner related to this Agreement, regardless of cause, unless due to the negligence of any of the Township employees, agents, affiliates, contractors or subcontractors. The Township does not waive any claim or right arising out this contract and such claim or right cannot be discharged in whole or in part by a waiver, renunciation of the claim or right, or limitation of liability clause in the vendor’s contract.

19. Insurance: Vendor shall maintain Comprehensive General Liability Insurance with a minimum policy amount of $1,000,000.00 for each occurrence and $2,000,000.00 in the aggregate, Automobile Liability and Employers’ Liability insurance of a minimum of $1,000,000.00, and Workers’ Compensation as required by New Jersey State Law. At Township’s request, Vendor will furnish to Purchaser a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance coverage is in effect, with waiver of subrogation, naming Township as an additional insured, and containing a covenant that such coverage and will not be canceled or materially changed until ten (10) days after prior written notice has been delivered to the Purchaser. The Vendor’s insurance policy shall be considered primary.

20. In accordance with the New Jersey Prevailing Wage Act (“the Act”), the Vendor shall pay prevailing wage rates where applicable for public work. Every contractor who enters into a contract with the Township, which is subject to the provisions of “the Act” and any subcontractor or lower tier subcontractor of a contractor must have a Public Works Contractor Registration certificate issued by the NJ Department of Labor. Contractors can obtain application forms by calling the NJ Department of Labor at 609-292-9464.

21. All Vendors doing business with the Township must submit a completed W-9 Form Request for Taxpayer ID#.

22. In accordance with N.J.A.C. 17:44-2.2, the Vendor shall maintain all documentation related to products, transactions or services under this contract for a period of five years from the date of final payment. Such records shall be made available to the New Jersey Office of the State Comptroller pursuant to N.J.S.A. 52:15C-14(d).

23. The Township does not pay any late fees or interest charges.

24. The Township is tax-exempt from Federal or State taxes under the provision of the New Jersey Sales and Use Tax Act (Chapter 30, Laws of 1960). The Township of Wayne’s Tax Identification No. is: 22-6002384.

25. Prompt Payment Requirement for Goods and Services Contracts: Please refer to Local Finance Notice 2019-02.

26. Prompt Payment of Construction Contracts: Please refer to Local Finance Notice 2006-21.

27. The Township may determine performance security is warranted for a particular contract and, if so, shall set the amount of security necessary to protect the Township’s interests. Said requirement shall be reviewed with the vendor prior to issuance of the Purchase Order. The Township may provide a sample Performance Bond to the vendor. The Performance Bond shall be submitted prior to the Township before any work begins. Such Performance Bond shall be provided by the vendor in compliance with the requirements of the statutes of the State of New Jersey in respect to bonds of contractors on public works. Revised Statutes of the State of New Jersey, N.J.S.A. 2A:44 143 to 2A:44 147, both inclusive, and liability hereunder is limited as in said statues provided.

28. In accordance with N.J.S.A. 40A:11-16.3, the Township may require a maintenance security to protect the Township’s interests. Said requirement shall be reviewed with the vendor prior to issuance of the Purchase Order. The Township may provide a sample Maintenance Bond to the vendor. After acceptance of the work performed pursuant to the contract, such security shall be provided by the vendor in the form of a maintenance with final Invoice.

29. By signing the Purchase Order Claimant’s Certification the signee certifies, pursuant to law, that neither the person or entity listed as Vendor on the Purchase Order, nor any parent entity, subsidiary, or affiliate appears on the N.J. Department of Treasury’s lists of entities engaged in prohibited activities in Russia or Belarus pursuant to P.L. 2022, c. 3 or in investment activities in Iran pursuant to P.L. 2012, c. 25 (“Chapter 25 List”). The signee certifies that the signee is the person listed as Vendor on the purchase order, or signee is an officer or representative of the Vendor listed on the Purchase Order and is authorized to make this certification on its behalf. Signee further certifies, being duly sworn upon signee’s oath, hereby represent and state that the foregoing information and any attachments there, to the best of signee’s knowledge, are true and complete. Signee attests that signee is authorized to execute this certification on behalf of the above-referenced person or entity listed as Vendor on the Purchase Order. Signee acknowledges that the Township of Wayne is relying on the information contained herein and hereby acknowledges that signee is under a continuing obligation from the date of this certification through the completion of any contracts with the Township of Wayne to notify the Township of Wayne in writing of any changes to the answers of information contained herein. Signee acknowledges that signee is aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If signee does so, signee recognizes that signee is subject to criminal prosecution under the law and that it will also constitute a material breach of my agreement(s) with the Township of Wayne and that the Township of Wayne at its option may declare any contract(s) resulting from this certification void and unenforceable.

30. Termination: Purchaser may terminate all or any part of this Order for convenience at any time by written notice to Seller. Upon such termination, Purchaser’s liability will be limited to reasonable termination charges mutually agreed by Seller and Purchaser, provided that Seller must specify any proposed charges in writing within fifteen (15) days after termination. This Order shall terminate automatically, without notice, if Seller becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.

31. Governing law: This Order, these Terms, and all related transactions, will be interpreted under and governed by the laws of the State of New Jersey without regard to its conflict of law principles.