GENERAL TERMS & CONDITIONS OF SALE
The general terms and conditions which follow apply to all purchases
and become an integral part of each purchase order issued by the Town of
Chilhowie, Virginia unless otherwise specified. Vendors are expected to
fully inform themselves of these terms and conditions and failure to do
so will be at the vendor’s own risk and relief cannot be secured on the
plea of ignorance. Subject to state and local laws and all rules,
regulations and limitations imposed by legislation of the federal
This purchase order constitutes Buyer’s offer to Seller upon the terms
and conditions stated herein and shall become a binding contract based
on the terms and conditions set forth herein when it is accepted either
by Seller’s acknowledgment or performance.
These terms and conditions, any other special conditions and
specifications contained in any other documents referenced shall
constitute and represent the complete and entire agreement between the
Buyer and Seller and supersede all previous communications, either
written or verbal with respect to the subject matter of this purchase
Changes, additions, deletion.
No changes, additions, deletions or substitutions of specifications,
terms and conditions, quantity, unit of issue, delivery date, delivery
charges or price will be permitted without the prior written approval
from the Purchasing Office of the Town of Chilhowie.
All claims which may arise under this contract shall be resolved
through the procedure set forth in Chilhowie Town Code, Section 35-82
Delivery. Delivery shall be FOB Destination. If otherwise, the exact cost to deliver shall be as shown.
Deliveries shall be strictly in accordance with the schedule set out or
referred to in the purchase order and in exact quantities ordered.
Delivery shall be made during the working hours of Monday through Friday
7:00 am – 3:30 PM unless otherwise specified or prior approval for
another period has been obtained.
The Town of Chilhowie is exempt from State Sales Tax and Federal Excise
Tax. Do not include tax. Tax Exemption Certificate shall be furnished
by Town of Chilhowie Treasurer’s Office upon request. The Town of
Chilhowie Federal Tax ID number is 54-6001212.
Condition of Item.
All items delivered shall be new, current model year, in first class
condition, including containers suitable for shipment and storage,
unless otherwise indicated. Verbal agreements to the contrary shall not
Substitutions. No substitutions or cancellations shall be permitted without prior written approval from the Town of Chilhowie.
By acceptance of this purchase order, the Seller conveys, sells,
assigns and transfers to the Town of Chilhowie all rights, title and
interest in and to all causes of the action it may now have or hereafter
acquire under the antitrust laws of the United States and the
Commonwealth of Virginia, relating to the particular goods or services
purchased or acquired by the Town of Chilhowie by this Purchase Order.
The Seller agrees to indemnify, defend and hold harmless the Town of
Chilhowie, Virginia, its officers, agents, and employees from any claim,
damages and action of any kind or nature, whether at law or in equity,
arising from or caused by the use of any materials, goods, or equipment
of any kind or nature furnished by the seller or any services of any
kind or nature furnished by the seller, provided that such liability is
not attributable to the sole negligence of the using department to use
the materials, goods or equipment in the manner already and permanently
described by the seller on the materials, goods or equipment delivered.
The seller agrees to protect the Town from claims involving infringement
of patent or copyrights.
All firms having a business location or office in the Town of Chilhowie
are required to be licensed in accordance with the Town’s Business,
Professional and Occupational Licensing (BPOL) Tax” Ordinance. Wholesale
and retail merchants without a business location in the Town are exempt
from the requirement. Questions concerning the BPOL tax should be
directed to the Treasurer’s Office, telephone number (276) 646-3232.
Method of Payment.
Upon satisfactory delivery of the merchandise or satisfactory
completion of the services all invoices and statements shall reference
the purchase order number and be submitted to: Town of Chilhowie,
Accounts Payable, P O Box 5012. Chilhowie, Virginia, 24319. The prices
and payments shall be full compensation for the labor, tools, equipment,
transportation overhead and all other incidentals necessary to complete
the specified terms and conditions.
By acceptance of this Purchase Order, Seller certifies to the Town of
Chilhowie that Seller shall conform to the provisions of the Federal
Civil Rights Act of 1964, as amended, as well as the Virginia Fair
Employment Act 1975, as amended, where applicable, and Sections 11-51 of
the Virginia Public Procurement Act. In every contract over $10,000.
The provision in 1 and 2 shall apply:
1. During the performance of this contract, the contractor agrees as follows:
contractor will not discriminate against any employee or applicant for
employment because of race, religion, color, sex or national origin
except where religion, sex or national origin is a bona fide
occupational qualification reasonably necessary to the normal operation
of the contractor. The Contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting
forth the provisions of the non-discrimination clause.
Contractor, in all solicitations or advertisements for employees placed
by or on behalf of the Contractor, will state that such Contractor is an
equal opportunity employer.
Notices, advertisements and solicitations placed in accordance with
federal law, rule or regulation shall be seemed sufficient to the
purpose of meeting the requirements of this section.
Contractor will include the provisions of the foregoing paragraphs a. b.
and c. in every subcontract or purchase order of over $10,000. So that
the provisions will be binding upon each subcontractor or vendor.
Whenever any work or services are provided, either in or on Town owned
property, the following shall apply: The Seller shall provide the
Purchasing Agent with a Commonwealth of Virginia Certificate of
Insurance PRIOR to the commencement of any work under the contract and
agrees to maintain such insurance until the completion of the contract.
The minimum limits of liability shall be: Workers’ Compensation Standard
Virginia Workers’ Compensation Policy. Employers Liability - $100,000.
Broad Form Comprehensive General Liability - $1,000,000. Combined single
limit. The Town of Chilhowie is to be named as an additional co-insured
with respect to the services being procured. This coverage to include
premises/operations liability, Products and Complete Operations
Coverage, Independent Contractor’s Liability, Owner’s and Contractor’s
Protective Liability and Personal Injury Liability. If providing
professional services, then professional liability insurance shall also
be required. Automotive Liability - $1,000,000. Combined single limit.
The Town reserves the right to require higher limits on any contracts
provided notice of such requirement is stated in the solicitation. The
Town shall be named as an additional or co-insured on these policies. A
thirty-day written notice of cancellation or non-renewal shall be
furnished by certified mail to the Town Manager at the address indicated
on the solicitation.
Ethics in Public Contracting.
The provisions contained in Sections 11-72 through 11-80 of the
Virginia Public Procurement Act as set forth in the Code of Virginia
(1950) as amended shall be applicable to all contracts entered into by
the Town of Chilhowie. A copy of these provisions may be obtained form
the Town Manager or Town Attorney upon written request. By submitting
their prices and acceptance of this Purchase Order, all sellers certify
that their bids are made without collusion or fraud and that they have
not offered or received any kickbacks or inducements from any other
supplier, manufacturer or subcontractor in connection with their offer,
and that they have not conferred on any public employee having official
responsibility for this procurement transaction any payment, loan,
subscription, deposit of money, services or anything of more than
nominal value, present or promised, unless consideration of
substantially equal or greater value was exchanged.
Applicable Laws and Courts.
All Town purchase orders shall be governed in all respects by the laws
of the Commonwealth of Virginia, and any litigation with respect thereto
shall be brought in the courts of the Commonwealth. The Seller shall be
responsible for compliance with all the laws of the Commonwealth of
Virginia, all ordinances and regulations of the Town of Chilhowie and
such other stands, codes, and regulations having application to the
goods or services provided.
Material Safety Data Sheets.
Material Safety Data Sheets and descriptive literature shall be
provided with the bid or delivery for each chemical and/or compound
offered and/or purchased.
Sellers shall examine the Purchase Order and shall exercise their own
judgment as to the nature and total amount of all work to be done. No
plea of ignorance of conditions that exist or may later exist, or if
conditions or difficulties that may be encountered in the work as a
result of failure to make the necessary examination and investigation
will be accepted as an excuse for any failure or omission on the part of
the Seller to fulfill in every detail the requirements of the purchase
order, or will be accepted as a basis for any claims whatsoever for
In case of failure to deliver goods or services in accordance with the
Purchase Order and its terms and conditions, the Town of Chilhowie,
after due written notice, may procure them form other sources and hold
the Seller responsible for any resulting additional purchases and
administrative costs. This remedy shall be in addition to any other
remedies which the Town of Chilhowie may have.
Neither party shall assign the Purchase Order without the prior written
consent of the other party nor shall any purchase order be assigned to
any party that is debarred from doing business with or in the
Commonwealth of Virginia.
Valid Purchase Order.
In order for a Purchase Order of the Town of Chilhowie to be valid, it
must be executed by an authorized person as defined in the Code of the
Town of Chilhowie, Virginia.
By acceptance of a Town of Chilhowie Purchase Order, all firms certify
that they are not currently debarred from doing business with or in the
Commonwealth of Virginia, nor are they an agent of any person or entity
that is currently debarred from doing business with or in the
Commonwealth of Virginia.
Buyer. All references to Buyer, throughout these terms and conditions, shall refer to the Town of Chilhowie, Virginia.
Effective March 15, 2007