All purchases of any kind made by North Coast Electric Company or its subsidiary or otherwise related entities (“Purchaser”) from any seller or vendor of products and/or services (“Vendor”) shall be made only by transmission of a written or electronic Purchase Order from Purchaser to Vendor or its agent. All purchases are conditioned upon Vendor’s agreement to the terms set out below, and each of those terms is incorporated by reference into each Purchase Order regardless of whether Vendor signs this form. Purchaser objects to and rejects any additional or different terms set out in any quotation, offer, confirmation, acknowledgement, or other document or communication from Vendor, regardless of when sent or received except to the extent (1) an additional or different term is expressly set out in Purchaser’s Purchase Order; or (2) an authorized agent of Purchaser expressly and unambiguously agrees to the additional or different term in a signed writing. Regardless of the nature of any prior communications, Purchaser’s Purchase Order requesting goods or services shall constitute an offer to purchase and not an acceptance.


Prices. Prices are firm and without escalation of any kind, and Vendor may not increase prices over the term of the parties’ agreement formed by Vendor’s acceptance of the relevant Purchase Order. Unless unequivocally agreed otherwise in a writing signed by an authorized agent of Purchaser, prices shall include all (1) shipping and transportation charges to the location designated in the Purchase Order or, in the absence of a designation, the address on Purchaser’s Purchase Order; and (2) all duties, tariffs, sales and other taxes, and other like charges of any kind.


Payment.  Purchaser shall pay each amount due to Vendor on or before, and payment shall not be due until, thirty (30) days after the later of (1) Purchaser’ receipt and acceptance of the relevant goods or services; and (2) Purchaser’s receipt of an accurate and complete invoice for the relevant goods or services, including a reference to Purchase’s Purchase Order number. Purchaser must receive all invoices no later than one hundred twenty (120) days after completion of the delivery of the relevant goods or services. Vendor waives any right to payment for invoices received after that deadline. Purchaser may set-off any obligation owed by Vendor against any amounts owed to Vendor.


Changes and Waivers. Purchaser may make changes in any order at any time by written or electronic instruction or request. To the extent appropriate under the circumstances, changes shall entitle one or both parties to an equitable adjustment in the contract price, time for performance, or other terms. No amendment or waiver of any right shall be effective unless unambiguously set out in a writing or electronic communication signed by the party to be charged with the amendment or waiver.


Warranty.  Vendor warrants to Purchaser, Purchaser’s customers, and all end users that all goods and services provided are new; are free of claims of any kind by third-parties; do not infringe on any patent, trademark, copyright, or similar right; are free of defects of any kind; meet all applicable standards imposed by law; meet the standards of all claimed certifications and approvals; comply with all published specifications or other representations; comply with all approved shop drawings or submittals; are merchantable; fully conform to the contract descriptions; comply with all of the contract requirements; are properly and accurately labeled and packaged; are fit for any particular purpose of Purchaser or its customers that Vendor has or should have knowledge of, including any plans or specifications; are the products of the identified manufacturer(s) or service providers; and otherwise meet the highest reasonable standards of quality, functionality, accuracy, and completeness.


Breach. Upon breach by Vendor, Purchaser shall have all rights and remedies available to purchasers or users of goods and services in the State of Washington without contractual limitation of any kind. Without limiting the scope of this provision, Vendor specifically acknowledges that Purchaser may recover special, consequential, and incidental damages under appropriate circumstances. The exclusive venue for any litigation involving any purchase or other transaction between the parties shall be the Superior Court of the State of Washington for King County or the United States District Court for the Western District of Washington. The prevailing party in any legal action commenced to interpret or enforce any right or obligation arising out of or related to any transaction between Purchaser and Vendor, including any appeal, shall be entitled to recover its reasonable expenses relating to that litigation, including reasonable fees of attorneys and legal staff, fees of expert witnesses, transcript and deposition expenses, and similar expenses.


Law. The rights, duties, and relationship between the parties shall be determined solely by the law of the State of Washington, without consideration of its conflict of laws rules, and laws of the United States of America if applicable. The provisions of these Purchase Order Terms and Conditions Applying to All Purchases are severable.

Risk of Loss and Insurance. Vendor shall retain the risk of loss for all goods or services until accepted by Purchaser. Vendor shall at all times (1) insure all goods or completed services provided or to be provided to Purchaser for all reasonably insurable risks in amounts at least equal to their value; and (2) maintain all legally required insurance or bonds. Purchaser may require Vendor to maintain additional insurance in any Purchase Order. Vendor shall promptly provide proof of insurance upon request. Vendor shall secure and at all times maintain in full force and effect, with insurers that are reasonably acceptable to Purchaser, policies providing the following types of insurance, with the following minimum limits, naming Purchaser as an additional insured, and containing waivers of all rights of subrogation.

1. Commercial General Liability Insurance with minimum limits of$1,000,000 per occurrence, $2,000,000 General Aggregate, and $2,000,000 for Products/Completed Operations.

2. Automobile Liability Insurance covering any owned, non-owned and hired vehicles with a minimum combined single limit of $1,000,000.

3. Umbrella or Excess Liability Insurance in excess of all primary liabilitycoverage and immediately following the underlying coverage with a minimum limit of $5,000,000.

4. Workers Compensation and Employers Liability Insurance (Stop Gap)with a minimum limit of $1,000,000 or the minimum amount required in all states in which Vendor performs operations, whichever is greater.

5. Professional Liability Insurance with a minimum limit of $1,000,000 ifVendor is providing any professional services.


Termination.  Purchaser may terminate any agreement with Vendor immediately upon Vendor’s material breach of any agreement. If Purchaser at any time in good faith becomes concerned about Vendor’s willingness or ability to strictly comply with all obligations owed to Purchaser, Purchaser may request reasonable assurances from Vendor. Any failure by Vendor to promptly provide assurances reasonably addressing each concern with supporting evidence in response to such a request shall be a material breach.

Indemnity. To the greatest extent permitted by law, Vendor shall indemnify Purchaser; and Purchaser’s owners, officers, employees, and agents; from or for all loss or damage of any kind arising in full or in part from any actual or alleged action or failure to act by Vendor, its subcontractors or vendors, its employees, or others for whom Vendor is legally responsible. Without limiting the scope of this provision, Vendor specifically agrees to indemnify Purchaser for its reasonable attorneys’ fees and other expenses of defending against claims asserted by Purchaser’s customers or ultimate users based in whole or in part upon actual or alleged defects in Vendor’s products or services, Vendor’s delays in providing those goods or services, Vendor’s failure to honor its warranties, Vendor’s failure to exercise reasonable care, or Vendor’s breach of any other legal duty.


Assignment. Vendor may enter into appropriate subcontracts, but may not assign any agreement with Purchaser without the prior written consent of Purchaser.


Delivery. Time is of the essence. Vendor shall deliver all materials and services, during normal business hours, at the places and during the times or by any deadlines set out in each purchase order. If Purchaser’s customers subsequently request delivery dates, Vendor shall use all reasonably diligence to meet those delivery dates. Vendor shall deliver all goods in the proper packaging and properly loaded on an appropriate vehicle for efficient handling, with accurate labeling, and with a packing list accurately identifying the contents of each container and the Purchase Order number to which it relates. Vendor shall promptly inform Purchaser of any facts suggesting that Vendor may not be able to meet any delivery or other requirement of any order.


Software and Services. All software and similar products or intellectual property shall be considered to be goods subject to Revised Code of Washington Chapter 62.A (Article 2 of the Uniform Commercial Code) for all purposes. To the extent permitted by law and reasonable under the circumstances, contracts for the provision of services shall be subject to the provisions of Revised Code of Washington Chapter 62.A as though the services were goods.

Confidences. All non-public information learned from Purchaser; including the price and other terms of any transaction with Purchaser, all information relating to Purchaser’s customers or their uses of any products, and all designs or specifications provided by Purchaser or its customers shall be considered confidential without regard to whether the information constitutes a trade secret. To the greatest extent permitted by law, Vendor shall maintain the confidentiality of Purchaser’s confidential information and shall not use that information for any purpose other than the satisfaction of Vendor’s obligations to Purchaser or the conduct of Vendor’s normal business operations, not including the sale of information.



NC060 Revised 04/18

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