Material Suppliers
1. Compliance and Performance
Vendor warrants that all materials, equipment, and/or goods furnished under this Purchase Order (“PO”) shall: (a) strictly conform to all applicable plans, specifications, and contract documents; (b) be new, of good quality, free from defects in materials, workmanship, and damage; and (c) be delivered in a timely and expeditious manner consistent with Cox Engineering Company’s (“Cox”) project schedule requirements.
2. Pricing and Invoicing
(a) Vendor shall not invoice Cox at prices higher than those stated on the face of this PO. If no price is stated, Vendor shall invoice at the lower of (i) the last price quoted to Cox, or (ii) the prevailing market price. Any price increase requires Cox’s prior written authorization. (b) All invoices must reference a valid Cox Purchase Order Number and shall include: PO Number, item number, description of goods, quantities, unit prices, delivery date(s), and total purchase price. (c) Each invoice must reference one, and only one, PO. (d) Invoices shall be submitted by email to coxapinvoices@coxeng.com.
3. Payment Terms
Payment shall be made forty-five (45) days from Cox’s receipt and approval of a proper invoice, unless otherwise agreed in writing. Payment shall not constitute acceptance of nonconforming goods or waive any rights of inspection.
4. Delivery, Title, and Risk of Loss
Unless otherwise stated on the PO, delivery shall be F.O.B. destination, with title and risk of loss passing to Cox upon Cox’s receipt and acceptance of the goods at the delivery point.
5. Inspection and Rejection
Cox reserves the right to inspect all goods and to reject and return, at Vendor’s expense, any goods that are defective, damaged, nonconforming, or delivered in excess of quantities ordered. Vendor shall accept returns of materials in reasonable condition without restocking charges or fees.
6. Warranties
In addition to all warranties provided by law, Vendor expressly warrants that all goods furnished hereunder will be: (a) merchantable, (b) fit for the particular purpose intended, and (c) free from defects in materials and workmanship for a minimum period of one (1) year from Cox’s acceptance.
7. Compliance with Laws
Vendor shall comply with all applicable federal, state, and local laws, codes, and regulations, including all Massachusetts environmental, safety, and product standards.
8. Massachusetts Law / Venue
This PO shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. Any disputes shall be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts.
9. Entire Agreement / Modifications
This PO, including these Terms and Conditions, constitutes the entire agreement between Cox and Vendor with respect to the goods described herein. No modification, addition, or waiver shall be binding unless in writing and signed by Cox’s authorized representative.
Service Vendors
1. Scope and Performance
Vendor shall perform all services under this Purchase Order (“PO”) in a timely, workmanlike, and professional manner, consistent with industry standards and Cox Engineering Company’s (“Cox”) project schedule requirements. Vendor represents that it has the qualifications, experience, and equipment necessary to perform the services.
2. Pricing and Invoicing
(a) Vendor shall not invoice Cox at rates or prices higher than those stated on the face of this PO. Any rate increase requires Cox’s prior written authorization. (b) All invoices must reference a valid Cox Purchase Order Number and shall include: PO Number, description of services, dates performed, labor hours or unit quantities, rates, and total price. (c) Each invoice must reference one, and only one, PO. (d) Invoices shall be submitted by email to coxapinvoices@coxeng.com.
3. Payment Terms
Payment shall be made forty-five (45) days from Cox’s receipt and approval of a proper invoice, unless otherwise agreed in writing. Payment does not constitute acceptance of defective or incomplete services.
4. Warranty of Services
Vendor warrants that all services provided shall be performed in a competent and professional manner consistent with the highest industry standards, and shall be free from defects in workmanship for a period of one (1) year from completion. Upon notice of any defect, Vendor shall promptly correct the defective service at no cost to Cox.
5. Materials and Equipment
If Vendor furnishes any materials or equipment in connection with its services, such materials or equipment shall be new, of good quality, and free from defects.
6. Safety and Compliance
Vendor shall comply with all applicable federal, state, and local laws, codes, and regulations, including OSHA and Massachusetts workplace safety requirements. Vendor shall be solely responsible for the safety of its employees and subcontractors while performing services for Cox.
7. Independent Contractor
Vendor is an independent contractor and not an employee, agent, or partner of Cox. Vendor shall have exclusive control over its employees and means of performance.
8. Insurance and Indemnity
Vendor shall maintain insurance coverage customary for its industry and as required by Cox, and shall indemnify and hold Cox harmless from and against all claims, damages, or losses arising out of Vendor’s performance of the services, except to the extent caused by Cox’s sole negligence.
9. Massachusetts Law / Venue
This PO shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. Any disputes shall be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts.
10. Entire Agreement / Modifications
This PO, including these Terms and Conditions, constitutes the entire agreement between Cox and Vendor with respect to the services described herein. No modification, addition, or waiver shall be binding unless in writing and signed by Cox’s authorized representative.
