The Vendor, designated in the Purchase Order document, ("Vendor") agrees to furnish and deliver item(s) for the Project as directed by Western Industrial Contractors, Inc. ("WIC") and in full and complete accord with the requirements as noted herein.

1. ACCEPTANCE OF TERMS: Materials, goods, work, or services furnished by the Vendor shall be subject to these Terms and Conditions. Whether these terms are included in an offer or an acceptance by WIC, such offer or acceptance is conditioned on Vendor’s assent to these terms. Any additional, different or conflicting terms contained in Vendor’s bid, proposal, specifications, or any other written or oral communication from Vendor shall not be binding in any way on WIC. WIC’s failure to object to any such additional, different or conflicting terms and/or conditions shall not operate as a waiver of these Purchase Order Terms and Conditions.
2. NON-EXCLUSIVE: This Purchase Order is non-exclusive. WIC does not guarantee any minimum purchase other than as provided per this Purchase Order.
3. PAYMENT: Payments for materials, goods, work, or services furnished under this Purchase Order, subject to withholding, will be due thirty (30) days after the latter of (i) receipt and acceptance of such materials/goods/work/services or (ii) receipt of proper billing for such materials/goods/work/services. Payment is not transferable or otherwise assignable without the express prior written consent of WIC. WIC may withhold, setoff and/or recoup amounts otherwise due Vendor whether under this Purchase Order or any other agreement between the parties in an amount necessary to cover WIC’s reasonable estimate of any costs, damages or liability WIC has or believes in good faith it may incur for which Vendor is or may be responsible under this Purchase Order and/or any other agreement between the parties. For purposes of this Paragraph 3, the phrase “any other agreement between the parties” shall be deemed to include any agreement between Vendor and WIC or any joint venture or other entity in which WIC or Vendor has an ownership interest.
4. AUTHORITY: The WIC Supply Chain Manager whose name appears on the face of this Purchase Order has authority to act as agent for WIC. Vendor is cautioned that instructions contrary to provisions of this Purchase Order, which are received from WIC employees’ not specifically delegated authority to act in this matter, are not valid or binding on WIC, and are a violation of WIC policy and procedures.
5. PRODUCT APPROVAL: The items to be provided herein are subject to WIC’s approval and the Vendor agrees that upon execution of the Purchase Order, Vendor will, if requested, submit promptly for approval, the following:
1. All samples of materials complete with full information describing the materials to be furnished.
2. All drawings of materials proposed, required illustrations, catalogues or other data showing or describing the materials to be furnished.
3. It is understood that approval of the Vendor's data or samples is a general approval relating only to their sufficiency and compliance with the intent of this agreement and shall not excuse, or constitute a waiver of any errors or omissions.
6. DELIVERY: Vendor agrees to provide the materials herein, as required to comply with the delivery dates established and described on the face of the Purchase Order cover sheet. In the event of Vendor's failure to deliver, as and when established, WIC reserves the right to cancel this order without prejudice to any other right or remedy and Vendor agrees that WIC may return part or all of any shipment so made, and may charge Vendor with any loss or expense sustained as a result of such failure to deliver.
7. CHANGES: No modification of any of the terms or conditions of this Purchase Order, including, but not limited to, delivery, price, quality, quantities, and specifications, will be effective without the prior written consent from WIC.
8. INTERFERENCE: Vendor shall notify WIC immediately of any condition that may interfere with the performance of Vendor’s obligations under this Purchase Order and confirm such notification in writing within twenty-four (24) hours. WIC's failure to respond to any such notice shall in no way act as a waiver of any rights or remedies WIC may possess.
9. EARLY OCCUPATION/USE OF PREMISES: WIC shall be permitted to occupy and/or use any portion of Vendor’s work prior to final inspection and acceptance. Such use or occupation shall not relieve Vendor of any scope of its work and materials nor of any warranty obligations to, at its own expense, repair or replace any defect in materials and workmanship which may occur or develop prior to WIC’s release from responsibility to General Contractor/Owner, if applicable.
10. SHIPPING, TAXES, AND OTHER CREDITS AND CHARGES: Vendor shall procure all required permits and licenses; pay all charges, taxes and fees; and give all notices necessary and incidental to the fulfillment of the Purchase Order and agrees that all cost thereof have been included in the prices contained herein unless specifically identified and excluded in Vendor’s proposal accepted by WIC. The price of all products or services shall reflect all applicable tax exemptions. Shipments must be marked with Vendor’s name, the Purchase Order number, and contain a delivery or packing slip. Vendor shall not impose any charges for boxing, crating, parcel post, insurance, handling, freight, express or other similar charges or fees other than as set forth in the Vendor’s accepted proposal and included in the issued Purchase Order payment price. Vendor shall be responsible for the cleanup and reporting of any contamination (environmental or otherwise) or spillage resulting from the work within twenty-four (24) hours of the contamination or spillage or sooner if required by law. Vendor shall pay all sales and use taxes levied on any tangible personal property built into the products or services.
11. RISK OF LOSS: Vendor shall bear the risk of loss, injury or destruction of products and services prior to delivery to the jobsite. Loss, injury or destruction shall not release Vendor from any obligation hereunder.
12. CANCELLATION OF AGREEMENT: It is understood and agreed that if Vendor should fail to conform in any way with the requirements of this Purchase Order then WIC may, without prejudice to any other Vendor right or remedy cancel this Purchase Order agreement.
13. ASSIGNMENT OF AGREEMENT: Vendor agrees not to sublet, assign or transfer this Purchase Order in full, or in part without receiving prior written consent of WIC. In the event WIC permits an assignment, Vendor shall continue to be liable under the Purchase Order and any permitted assignee shall be bound by the terms and conditions contained herein. This Purchase Order is intended solely for the benefit of WIC and Vendor with no third party beneficiaries.
14. WAIVER OF LIENS: Vendor warrants that any materials, goods or equipment furnished under this Purchase Order are unencumbered and not subject to any lien or claim. Vendor, for itself and for subcontractors and suppliers claiming through Vendor and performing labor or furnishing material, equipment or supplies in connection with the Work, hereby expressly waives any and all liens of every kind and nature to which it or they may be entitled under any act, statute or ordinance and shall indemnify and hold WIC harmless from and against any such liens. If, at any time, there shall be evidence of the existence of any lien or claim arising out of the performance of this Purchase Order for which Owner, WIC, or the property of either may be liable, then WIC, in addition to any and all other remedies available to it hereunder or under applicable law, shall have the right to retain out of any payment due, or that becomes due to Vendor an amount sufficient to pay and discharge such lien or satisfy such claim. In the event a lien and/or claim is filed by Vendor, its subcontractors or material suppliers against WIC, Owner or any upper-tier contractor in connection with the work described on the Purchase Order, Vendor shall, upon demand, pay or otherwise discharge said lien and hold harmless and defend WIC.
15. TERMINATION FOR CONVENIENCE: WIC shall have the right to terminate for convenience Vendor’s performance of all or a part of the Purchase Order work by providing Vendor with a written notice of termination for convenience, to be effective upon receipt by Vendor. In the event of WIC’s termination for convenience, Vendor shall be paid the reasonable value of work performed or materials delivered by Vendor prior to termination plus reasonable direct close-out costs but in no event shall Vendor be entitled to unabsorbed overhead or anticipatory profit.
16. CHANGES: This Purchase Order may only be changed or amended by a formal written change order issued by WIC and agreed to by Vendor. Products or services provided without such written change order are provided at Vendor’s risk. The Vendor has no authority to bind WIC on any contractual matters.
17. WARRANTY: Vendor warrants and guarantees to WIC that all materials, goods, work or services furnished under this Purchase Order (i) conform to the specifications of this Purchase Order, (ii) are free from defects in workmanship and materials, and (iii) are merchantable and fit for the purposes for which they are to be used.
18. INDEMNIFICATION / LIMITATION OF LIABILITY: For value received, the Vendor shall defend, indemnify and hold harmless WIC (including but not limited to its employees, agents and representatives) against any and all losses (including without limitation, loss of use and costs of cover), liability, damage, claims, demands, actions and/or proceedings and all costs and expenses connected therewith (including without limitation attorneys' fees) that arise out of the performance of this Purchaser Order but only in proportion to and to the extent such loss liability, damage, claims, demands, actions and/or proceedings are caused by or result from the negligent or intentional acts or omissions of Vendor. Vendor’s obligation shall not apply to any liability or damages which result from the negligence of WIC. Neither WIC nor Vendor shall be liable for any consequential, incidental, indirect, special, reliance, or punitive damages or for any lost profits or revenues, regardless of the legal theory under which such liability is asserted. In no event shall WIC's aggregate liability exceed the total Purchase Order amount.
19. TIME OF DELIVERY: Time of delivery and/or performance, as specified on the face of the Purchase Order cover sheet, is of the essence of this Purchase Order and this Purchase Order is subject to cancellation or termination for failure to deliver on time. Vendor shall notify WIC in writing immediately of any actual or potential delay or threat of delay to the timely performance of this Purchase Order.
20. INSURANCE: Vendor shall, at Vendor’s expense, maintain insurance policies that cover Vendor’s materials, goods, work, or services under this Purchase Order and the activities of Vendor’s employees, agents, and representatives, including, but not limited to, workers compensation insurance and comprehensive commercial general liability insurance, and comprehensive commercial automobile liability insurance with minimum limits of insurance of $1 million per claim and $2 million annual aggregate.
21. GOVERNING LAW AND VENUE: This Purchase Order shall be governed in accordance with the laws of the State of Colorado. In the event of any lawsuit arising out of this Purchase Order, the Courts of Colorado shall have sole and exclusive jurisdiction. Vendor hereby consents to jurisdiction and venue in Colorado.
22. NOTICES: All notices shall be addressed to the parties at the addresses set out herein, and shall be considered as delivered when postmarked if dispatched by registered or certified mail, when confirmed if sent by telegram or telecopy, when signed for when delivered by hand, and when received in all other cases.
23. REMEDIES/WAIVER: No remedy specified herein shall limit any other rights and remedies of WIC at law or in equity. No waiver of any breach shall be construed as a waiver of any other breach.
24. TRANSPORTATION AND PACKAGING: Unless otherwise stipulated on the face of the Purchase Order cover sheet, and to the extent applicable:
1. All materials, commodities, and/or goods covered by this Purchase Order shall hereafter be referred to as the “P.O. Materials”. All equipment, whether provided by WIC or WIC’s customer, requiring transportation to and/or from a project or job site shall hereafter be referred to as “Project Equipment”.
2. All P.O. Materials, Project Equipment and/or any other materials, commodities or goods covered by this Purchase Order shall be (i) packaged suitably, with each container marked with Vendor’s Purchase Order number, quantity of enclosed item(s), and destination information; (ii) shipped in accordance with any written shipping instructions specified herein or on the face of the Purchase Order cover sheet; and (iii) delivered directly to WIC’s customer or a location designated by WIC or WIC’s customer.
3. Vendor shall be responsible for loading and securing the P.O. Materials and/or Project Equipment at Vendor’s risk and expense.
4. P.O. Materials and/or Project Equipment that cannot be packed due to size or weight shall be loaded and secured in suitable containers, pallets, or by using crossbars thick enough to allow secured and stable travel and safe lifting and unloading. Vehicles that reach their destination and present unloading difficulties due to Vendor’s failure to comply with the requirements of this subsection may be sent back to their point of departure at Vendor’s expense.
5. Title to transported materials and goods shall pass to WIC upon (i) the arrival of such goods or materials at the specified delivery location, and (ii) WIC’s inspection and receipt of the unloaded item(s) into its receiving system.
6. Unless otherwise agreed in writing by WIC, the risk that ordered materials or goods may be lost, stolen, damaged, or delayed in transit, and the costs and/or damages associated therewith, shall be borne by Vendor until actual receipt of them by WIC or WIC’s customer in accordance with the terms of the Purchase Order.
7. In the event of Vendor’s failure to comply with any such WIC or WIC customer specification, shall cause all resulting transportation charges to be at the sole expense of Vendor and give rise to any other remedies available in these Terms and Conditions, or at law.
8. To the extent Vendor is a carrier, freight company, or otherwise specializing in the moving or shipping of cargo, the following provisions shall additionally apply:
1. RECEIPTS AND BILLS OF LADING: Each shipment hereunder shall be documented or otherwise evidenced by a receipt in such form as specified by WIC or WIC’s customer, showing the kind and quantity of product received by Vendor at origin, but the absence or loss of any such receipt shall not relieve Vendor of its obligations and responsibilities with respect to any shipment made hereunder. Such receipt shall be evidence of receipt of such shipment in good order and condition unless otherwise noted on the face of such receipt, initialed, and signed by the WIC Supply Chain Manager. In the event that WIC or WIC’s customer elects to use a bill of lading, any terms, conditions, and provisions of such bill of lading shall be subject and subordinate to the terms, conditions, and provisions of this Purchase Order agreement, and in the event of a conflict between the terms, conditions, and provisions of such bill of lading and this Purchase Order, the terms, conditions, and provisions of this Purchase Order shall govern. Upon delivery of each shipment, Vendor shall obtain a receipt showing the kind and quantity of product delivered to the consignee or authorized receiver at the destination specified by WIC or WIC’s customer, and Vendor shall cause such receipt to be signed by such consignee or authorized receiver.
2. LOADING AND DELIVERY: Trailers or trucks may, from time to time, be loaded by WIC or WIC’s customer, but Vendor accepts the ultimate responsibility for securing and protecting each load. Vendor is to inspect each load prior to sealing the trailer or truck and install load locks if necessary for safe and damage-free transportation. WIC hereby reserves its right to file claims for damage to transported materials, including, but not limited to, wet product, involvement of the trailer or truck in accidents, or improper handling by Vendor’s driver.
3. CARRIER INDEMNITY / WARRANTIES: Vendor shall defend, indemnify, and hold harmless, WIC and/or WIC’s customer from and against all loss, damage, expense, costs, including reasonable attorneys’ fees, fines, actions, and claims for injury to persons (including injury resulting in death) and for damage to property arising out of or in connection with Vendor’s loading, handling, transportation, unloading, delivery, or storage of any shipment hereunder or Vendor’s failure to comply with the terms of this Purchase Order agreement; provided, however, that Vendor shall not be required to so defend, indemnify, and hold harmless WIC or WIC’s customer for such loss or damage caused solely by WIC or WIC’s customer.
4. CARRIER INSURANCE: Vendor shall procure and maintain, on all motor vehicles that may be used in connection with services provided pursuant to this Purchase Order and at the sole cost and expense of Vendor, liability insurance with a reputable and financially responsible insurance carrier insuring Vendor against liability for bodily damage (including death) and property damage in an amount not less than $1,000,000 per occurrence and in addition, all risk cargo insurance to cover any loss or damage to freight while in Vendor’s possession in an amount of not less than $100,000. Any additional insurance as may be required by applicable laws or regulations must also be carried and remain in effect during the term of this Purchase Order and any extensions thereof. Such insurance must specifically cover loss or damage resulting from Vendor’s operations as a “contract motor carrier”. Vendor shall furnish to WIC, at WIC’s request, written certificates obtained from the insurance carrier showing that such insurance has been procured, is being properly maintained and that the premiums therefor are paid, specifying the name of the insurance carrier, the policy number, the expiration date, and specifying that written notice of cancellation or modification of the policies shall be given to WIC at least thirty (30) days prior to such cancellation or modification, and specifying WIC as loss payee under the policies. If the coverages required herein are purchased on a “claims-made” basis, coverage shall provide that, if the coverage is cancelled, Vendor shall have the right to purchase a two-year reporting or discovery period. Whenever a claims-made policy in effect during the term of this Purchase Order is cancelled, Vendor shall purchase the two-year extended reported or discovery period. If Vendor fails to purchase such an extension of coverage, WIC shall have the right to do so and backcharge the Vendor accordingly. The retroactive dates on any claims-made policies effective during the term of this Purchase Order shall be identical to, or not later than, the date of the expiration of the immediately preceding policy.

The most recent update to this page was made on February 27, 2024