Purchase Order Terms and Conditions
Revised: March 27, 2025
1. Incorporation of Prime Contract Terms. All goods furnished hereunder shall be in strict accordance with Hewitt Young Electric’s (“Hewitt Young”) specified bid requirements and/or with such plans, specifications, and general or special conditions to which Hewitt Young is subject under the Prime Contract with the Project Owner, and Seller shall be bound to such terms to the same extent as Hewitt Young. Insofar as they are not inconsistent with this order, such bid requirements and/or Prime Contract terms are incorporated by reference and made a part hereof as fully as if written herein. The Prime Contract documents are on file at the office of Hewitt Young, and available to Seller upon request.
2. Compliance with Laws and Regulations. The Seller agrees to comply with all laws, regulations, ordinances and enactments of whatever kind, applicable at any time pertinent to Seller’s performance under this Purchase Order.
3. Approval and Acceptance of Goods. All goods furnished under this order shall be subject to the approval of the architect, engineer, construction manager, owner or other designated parties as required under the Prime Contract documents and shall not be deemed accepted until formally so approved and accepted by the Project Owner. Seller shall furnish promptly any required shop drawings, samples or other product data in such time, manner and sequence as to assure timely delivery of all goods hereunder. Seller shall not release Operations & Maintenance (O&M) manuals for any materials supplied under this Purchase Order until all required submittals have been reviewed and approved. Seller shall provide O&M manuals in accordance with project requirements and in a format acceptable to Hewitt Young. Approval of submittals shall not excuse Seller from any other requirements of this Order.
4. Inspection and Testing Rights. The goods to be supplied pursuant to this Order shall, at Hewitt Young’s option, be subject to inspection and test at the manufacturer’s or fabricator’s facility, whether or not paid for in advance.
5. Material Condition Requirements. Seller agrees that the goods furnished hereunder shall be fabricated, packaged, shipped and delivered to assure that such goods shall (a) be free of mold and moisture beyond normal or specified product tolerances, and (b) not subject the work or materials of others to water or moisture intrusion.
6. Packaging, Labeling, and Bill of Materials Requirements. All shipments must be clearly marked with the job name and job number designated by Hewitt Young. All spare materials shall be packaged together, clearly labeled as "Spares," and shall include a complete and itemized Bill of Materials (BOM). Any failure to properly label packages or provide the BOM may result in rejection and return of the shipment at Seller’s cost.
7. Delivery Timeliness, Proof of Delivery, and Cancellation Rights. Time is of the essence with respect to delivery under this Purchase Order, and Hewitt Young reserves the right to cancel without charge, all or any part of this order if not performed within the specified time. Seller shall guarantee on-time delivery and must provide a minimum of 24 hours' notice to Hewitt Young prior to any delivery. Failure to provide advance notice may result in rejection of the shipment at Seller’s cost. Partial shipments will not be accepted unless Hewitt Young provides written approval. All deliveries shall require direct contact with a designated Hewitt Young employee at the time of delivery. Seller must obtain a legible signature from an authorized Hewitt Young Electric representative as proof of delivery. Failure to obtain such proof may result in rejection of the delivery or delay in payment. If delivery is delayed, Seller shall notify Hewitt Young in writing immediately, providing a reason for the delay and an updated delivery timeline.
8. Indemnification for Delivery Delays and Breach. Seller agrees to indemnify Hewitt Young for any loss or damage or costs, including attorneys’ fees, and including but not limited to labor costs, rescheduling fees, rental equipment fees, and project penalties, incurred due to delivery delay or otherwise to the extent caused by Seller’s breach. Hewitt Young shall be entitled, upon written request, to receive promptly from Seller such assurance as Hewitt Young may require that Seller will duly and timely perform its obligations hereunder. Failure to furnish such assurance satisfactory to Hewitt Young, meet delivery obligations, supply defective or non-compliant materials, or otherwise breach this Purchase Order, shall be a material breach hereof and Hewitt Young shall have the right to terminate this Purchase Order without penalty, and seek all available damages under applicable law. Exercise of the right to terminate shall not be deemed a waiver of any other rights Hewitt Young may have. Delivery of non-conforming goods shall not entitle Seller to a time extension.
9. Seller’s Liability for Non-Compliance and Indemnification. Seller shall be responsible for all costs, including but not limited to testing, remediation, rework, repair, project delays and reasonable attorneys’ fees, caused by any breach hereunder. Seller shall fully reimburse Hewitt Young for all direct and indirect costs associated with any failure to comply with material specifications or delivery obligations, including but not limited to project penalties, expedited shipping costs, labor delays, and rework expenses. Reimbursement shall be made within fifteen (15) days of invoice submission. Seller shall defend, indemnify and hold Hewitt Young harmless against all claims, damages, or penalties, and liabilities and costs, including attorneys’ fees, arising from any delays, incorrect materials or shipping delays.
10. Rejection and Return of Non-Conforming Goods. Goods rejected as non-conforming or defective may be returned at Seller’s expense, including cost of transportation both ways, reloading, etc. This right is in addition to any other remedies provided by law.
11. Purchase Order Changes and Cancellation Rights. This Order is subject to change or cancellation by Hewitt Young to the same extent, and under the same terms, as is Hewitt Young’s contract with the Owner, its representative or contractor. Hewitt Young reserves the absolute right to return to Seller at the invoice price all items that are regularly carried in Seller’s stock.
12. Pricing, Freight, and Modifications. The contract price or prices appearing on this Purchase Order are complete and final (and inclusive of all taxes and fees) as to each of the goods covered by this Order and there shall be no price additions or modifications except as may result from written change in the specifications. In the event of such change, any alteration of the contract price shall be effected in writing by Hewitt Young. Seller shall not proceed with changes affecting contract price without prior written authorization. No charges for boxing, packing or cartage will be allowed unless stated herein or later agreed to by Hewitt Young in writing. Freight charges shall be included in the contract price unless expressly noted on this Purchase Order. Any unauthorized freight charges added to an invoice without prior written approval from Hewitt Young shall not be reimbursed.
13. Payment Terms – Net 60 Days. Payment terms under this Purchase Order shall be Net 60 days from the later of: (a) the date of acceptance of the goods by the Owner of the project, or (b) the date Hewitt Young receives a correct and sufficient invoice from the Seller. Under no circumstances shall Hewitt Young Electric be liable for interest or finance charges on any amounts due sooner than sixty (60) days from Owner acceptance of all goods. Discount periods shall commence only upon both acceptance of the goods by the Owner of the project and receipt of correct and sufficient invoices by Hewitt Young.
14. Conformance to Specifications and Replacement of Incorrect Goods. Seller guarantees that all goods supplied under this Purchase Order shall conform to and perform in accordance with (1) the capacities, design specifications, and functional requirements set forth in the bid documents, including any applicable plans, specifications, conditions, addenda, or other Prime Contract documents; (2) the terms of this Purchase Order; and (3) the manufacturer’s published specifications, warranties, and performance guarantees applicable to the goods. Seller further warrants that the goods will be free from defects in materials and workmanship and suitable for their intended purpose. Seller is responsible for verifying all requirements prior to delivery. In the event any goods do not meet the foregoing requirements or incorrect materials are delivered, Seller shall replace or correct same, or remedy any deficiency, within five (5) business days, at its sole cost, and any additional costs incurred by Hewitt Young due to incorrect materials, including but not limited to labor, project delays, rework, or expedited shipping, shall be reimbursed by Seller within fifteen (15) days of invoice submission.
15. Warranty Against Defects. All goods furnished under this Order shall be guaranteed by the Seller against defects, and Seller agrees to remedy without charge any defects, latent or patent, not due to ordinary wear and tear, or not due to improper use or maintenance, which defects may develop with one year from date of acceptance by Owner, or within the guarantee period set forth in applicable provisions of the Prime Contract documents, whichever period is longer.
16. Start-Up and Commissioning Requirements. Seller shall be responsible for providing all necessary start-up and commissioning services in accordance with the project plans and specifications, unless otherwise explicitly noted in this Purchase Order. Any failure to perform the required start-up or commissioning may result in withholding payment until such services are satisfactorily completed.
17. Site Access and Insurance Requirements for Labor or Services. Any labor or services furnished at the project site shall be furnished in compliance with applicable safety requirements, Labor Law requirements and/or labor agreement requirements. No person under the control of Seller or its vendors, shippers or service providers shall go onto the site of the work unless and until satisfactory proof of required insurance has been delivered to Hewitt Young.
18. Compliance with Safety Standards (OSHA and Local Laws). Seller represents and warrants that all goods and services furnished under this Purchase Order shall meet all applicable OSHA standards and applicable State and Local laws, regulations, standards and requirements pertaining to safety.
19. Lien Waivers and Claims Prevention. Seller shall furnish all lien waivers, affidavits or other documents, required to keep the Owner’s premises free from liens or claims for liens arising out of the furnishing of any goods, as payments are made from time to time under this Purchase Order.
20. Final Agreement and Modification Restrictions. All prior representations, conversations, or preliminary negotiations shall be deemed to be merged in this Purchase Order, and no change to this Purchase Order shall be effective unless made in writing by an Executive Officer or Project Executive of Hewitt Young. The Seller shall be deemed to have accepted this Purchase Order and all terms herein upon the earlier of: (a) written confirmation of acceptance; or (b) commencement of performance, which shall include, but is not limited to, any of the following actions: submitting required shop drawings, samples, or product data; requesting approval of goods; preparing materials for fabrication, packaging, or shipment; or providing required documentation such as insurance certificates. Acceptance of this Purchase Order is limited to its terms and any different or additional terms are rejected. This Purchase Order, when accepted by Seller, shall constitute a valid and binding contract.
21. Intellectual Property Indemnification. Seller shall defend, indemnify and hold harmless Hewitt Young and Owner against any and all claims, liabilities, damages, and expenses including, without limitation, attorneys’ fees arising from the actual or alleged direct or contributory infringement of any patent, trademark or similar right pertaining to anything supplied or performed hereunder.
22. Indemnification for Personal Injury, Property Damage, and Non-Compliance. To the full extent permitted by law, the Seller shall defend and indemnify Hewitt Young and Owner against all liability, claims and expenses, including attorneys’ fees arising out of personal injury, death or property damage caused or occasioned by Seller’s performance, furnishing of goods hereunder, or non-compliance. Nothing herein shall obligate Seller to indemnify Owner or Hewitt Young against such party’s own negligence.
23. Assignment Restrictions. The Seller agrees not to assign this Purchase Order, or any money due or to become due to the Seller hereunder, without the prior written consent of Hewitt Young.
24. Governing Law and Venue – New York. All issues arising out of this Purchase Order or its enforcement shall be decided according to the laws of the State of New York with reference to which this contract is made. Any litigation or other dispute resolution process relating hereto shall be venued in Monroe County, New York.
25. Equal Opportunity Compliance. Subject to its legality at the time of this Purchase Order’s issuance, the Equal Opportunity Clause set forth in 41 C.F.R. § 60-1.4, implementing Executive Order 11246, as amended, along with all applicable regulations of the Office of Federal Contract Compliance Programs (OFCCP), is hereby incorporated by reference.
26. Insurance Requirements and Additional Insured Coverage. The Seller shall procure and maintain at its own expense and from insurers acceptable to Hewitt Young, such insurance policies as will fully protect Seller, Hewitt Young, Owner, and any parties required to be protected by the Prime Contract documents, from all claims for injuries or damages, including attorneys’ fees, by whomever caused, arising out of Seller’s obligations or performance under this Purchase Order, whether before or after its completion. Seller shall also maintain any other insurance required by the Prime Contract documents, and in any event shall maintain the following coverages for all labor required or furnished hereunder:
- General Liability, including Personal Injury; Broad Form Property Damage, Explosions: $l,000,000 (per occurrence)
- Collapse and Underground; Completed Operations and Contractual Liability: $2,000,000 (aggregate)
- Automobile Liability, for all owned and non-owned vehicles: $1,000,000 (combined single limit)
- Umbrella Liability: $5,000,000
- Worker's Compensation including Disability: As required by law
- Employer's Liability: $1,000,000/$1,000,000/$1,000,000
Hewitt Young, Owner and any other party noted in the Purchase Order Documents shall be named as additional insured on all of these policies, except Worker’s Compensation. For General Liability, Seller must provide forms GC 2010 (11/85), or CG 2010 (10/01) with CG 2037 (10/1), or their equivalent, and such endorsements must be attached to the certificates of insurance. All such policies shall be primary and non-contributory over any and all collectible insurance, shall provide that they will not be canceled, allowed to expire or restrictively modified without thirty (30) days’ prior written notice to Hewitt Young and shall be evidenced by certificates of insurance indorsed as required above, in form satisfactory to Hewitt Young. Hewitt Young reserves the right to receive a certified copy of Seller’s insurance policies required herein. If Seller fails to obtain or maintain any required insurance, Hewitt Young may purchase such insurance and back-charge the expenses thereof to Seller or may terminate this Purchase Order.
Seller waives all rights against Hewitt Young and Owner, and their officers, directors and employees for recovery of losses, expenses or damages to the extent covered by available insurance.