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Procurement

Terms and conditions

Following are AECI's standard terms and conditions that apply to all purchases and are pre-printed on all purchasing documents:

ACCEPTANCE:  Vendor may acknowledge this purchase order ("Order") and all terms and conditions herein, and, in any event, Vendor shall be deemed to have indicated such acceptance by commencement of performance hereunder. Terms and conditions different from or in addition to those set forth herein, including any contained in Vendor's acknowledgement hereof, shall not be binding on Associated Electric Cooperative, Inc. ("AECI") unless accepted in writing (hereon or otherwise) by its authorized representative, and AECI hereby objects to and rejects all terms and conditions not so accepted and shall be deemed a material alteration hereof.

DELIVERY:  All goods or services ("Items") contained in this Order are subject to inspection, testing, and approval by AECI and payment shall not constitute acceptance. The place and manner of delivery shall be as set forth on the face of this Order. Delivery shall be F.O.B. Destination, Freight Prepaid and Allowed, unless specified otherwise on the face of this Order. Vendor is not authorized to ship items under reservation. AECI shall be entitled to reject items at any time they are determined to be defective or non-conforming, including defects that arise during installation and/or one (1) year following installation. Upon rejection, Vendor shall immediately replace all such rejected items at no extra charge to AECI or AECI shall be entitled to return the Items without any type of charge or expense, at AECI's option. Said remedies herein shall be in addition to any other remedies permitted in law or equity. Time is of the essence, therefore, Vendor shall complete performance hereunder by the time specified on the face of this Order. Risk of loss and/or damage in transit shall be upon Vendor.

CHARGES:  No claims or additional charges of any kind, including charges for boxing, packing, cartage, additional work or material, drayage, or other extras shall be allowed unless specifically agreed to and stated on the purchase order. No substitution of items or changes in price, quantity, method of shipping, or method of payment from that specified on the face of this Order shall be permitted by AECI except by written authority from AECI. This Order may not be assigned or subcontracted without AECI's prior written consent. No other modifications or changes of this Order may be made without AECI's prior written consent.

WARRANTIES:  In addition to all warranties implied in fact or at law, Vendor expressly warrants all items furnished hereunder will be of merchantable quality; free from defects in material or workmanship; conform strictly to all specifications, drawings, or descriptions furnished by AECI; sufficient and fit for the purposes specified by AECI; and comply with all other requirements of this Order. Vendor further warrants copyright or trademark rights. AECI's approval of designs or other specifications furnished by Vendor shall not relieve Vendor of its obligations under this paragraph. The warranties of Vendor, together with its service guarantees, and warranties from its vendors, shall run and extend to AECI, its jobbers, dealers and customers. Vendor warrants that the prices charged AECI for the items hereunder are not less favorable than those currently extended to any other customer or vendee for the same or similar articles in similar quantities. The warranties contained herein shall survive delivery, acceptance and subsequent use and/or resale or other disposition of the Items, as well as payment therefor, by AECI and shall not be deemed waived by any of the aforementioned actions. Vendor shall indemnify and hold AECI, and its jobbers, employees and customers, harmless from and against any and all claims, liability, loss, damage, suits, judgments, or expenses, including attorney's fees, which are grounded or based wholly or partially upon any breach of the warranties herein or upon alleged or actual negligence in the formulation or manufacture of any merchandise sold by Vendor to AECI hereunder or upon any alleged or actual defect in the items, or upon a claim that the items were not of merchantable quality or that they were not fit for the purposes for which they were intended.

INSURANCE:  Prior to the entering upon the performance of this Order by Vendor, Vendor shall at its own expense, procure and maintain until final completion and acceptance of the items by AECI the following minimum insurance coverage in forms and with companies acceptable to AECI evidenced by certificates of insurance, delivered to AECI, and containing clauses with no less than Sixty (60) days written notice to be given to AECI prior to cancellation, termination, or material change of said insurance: (A) Workers' Compensation Insurance, in accordance with statutory requirements, including, but not limited to, coverage for persons employed by or under contract for Vendor who have occasion to be on AECI's property, or its customers' properties, and employers' liability with a minimum limit of $1,000,000.00 for each occurrence, and providing for U.S.L.&H., or Jones Act, coverage should the work performed be subject to such laws; (B) Comprehensive General Liability Insurance, including contractual liability, completed operations (for two (2) years minimum after completion of work), broad form property damage and coverage for damage caused by explosion, collapse, or structural injury, and damage to underground utilities, with a minimum limit of $5,000,000.00 each occurrence for bodily injury, $5,000,000.00 each occurrence for property damage, and $5,000,000.00 each occurrence for personal injury, and including an endorsement which states that: (1) AECI and its directors, officers, and employees are named as additional insured for all operations performed under the contract; (2) it is primary, non-contributory insurance as regards AECI; (3) it contains a waiver of subrogation for AECI, its employees, and all of its insurance carriers; (4) a Cross Liability Endorsement will be attached to the policy; (C) Comprehensive Automobile Liability insurance applying to all owned, non-owned, and hired automobiles used by Vendor in performance of the work with a minimum limit of $5,000,000.00 each occurrence for bodily injury and $5,000,000.00 each occurrence for property damage. Vendor shall fully protect, indemnify and defend AECI, including, but not limited to, any and all claims by third parties, including employees of any contractors of Vendor, or their agents, subcontractors and invitees. Vendor is wholly responsible for insuring or self insuring their own personal property, tools, and materials and will hold AECI harmless for any losses or claims associated with the Vendors property excepting to the extent caused by the negligence of AECI. Said insurance, however, is in no manner to relieve or release Vendor, its agents, subcontractors, and invitees from or to limit their liability as to any and all obligations assumed herein. Vendor shall not permit any gaps in coverage, or periods of non-coverage, to occur. Vendor waives all rights of recovery against AECI, its agents, employees, or other representatives for any loss, damage or injury of any nature whatsoever. Vendor shall obtain from its insurance carriers, and will specify in the certificate given to AECI, waivers of the subrogation right under all respective policies. Vendor shall be responsible for obtaining certificates for all subcontractors with coverages meeting the same requirements as stated herein.

COMPLIANCE WITH LAWS:  Vendor warrants that it shall comply and all items furnished hereunder shall comply with all applicable federal, state, and local laws, rules, regulations, ordinances, stipulations, standards and executive orders and all amendments thereto, without limitation. The vendor shall familiarize himself and his employees with local safety regulations and AECI safety requirements and enforce them as applicable.

APPLICABLE LAW:  The terms and all matters pertaining to this Order shall be construed and governed by the laws of the State of Missouri.

ENTIRE AGREEMENT:  This Order, and any documents referred to on the face hereof, constitute the entire agreement between the parties.

AUDIT:  AECI may, at its discretion, audit any and all records of Vendor relating to items provided hereunder; provided, however, Vendor shall have the right to exclude any trade secrets, formulas or processes from such inspection. Vendor further agrees to maintain its books and records relating to items provided hereunder for a period of Two (2) years from the date such items were provided and make such books and records available to AECI for said period.

INDEMNITY:  Vendor agrees to indemnify, defend and hold harmless AECI from and against any and all loss, damage, claims, actions, costs, expenses (including attorneys fee), or liability for injuries (including death) to the property or persons of any one, including Vendor and AECI, their agents and employees and customers, arising out of or in connection with the items covered by this Order and/or Vendor's performance hereunder, whether caused by negligence of either party, or breach of warranty, excepting to the extent caused by the negligence of AECI.

CANCELLATION:  AECI reserves the right to cancel all or any part of this Order if Vendor does not meet the conditions and terms specified herein and on the face hereof without cost or charge to AECI. AECI also reserves the right to cancel all or any part of this Order at its convenience for any reason, immediately requiring Vendor to stop all work in process, and, in such event, AECI shall pay a reasonable amount for work already performed by Vendor to Vendor.