AUGUSTA COUNTY GENERAL PURCHASE ORDER PROVISIONS

1. ACCEPTANCE OF GOODS. Any goods must be of the highest quality and comply with any specifications, or terms and conditions. Goods delivered will remain Vendor’s property until after a physical inspection or actual usage of the goods. County’s count is final and conclusive. Rejected goods will be returned at Vendor’s expense.
2. ACCEPTANCE OF ORDER. This Purchase Order and the services provided will be deemed accepted upon return of the acknowledgement of this order or the commencement of performance by Vendor. County rejects any additional or inconsistent terms and conditions offered by Vendor at any time and irrespective of County’s acceptance of or payment for goods.
3. APPLICABLE LAW. This Purchase Order was made, entered into, and will be performed in Verona, Virginia, and will be governed in all respects by the laws of Virginia. Venue for any litigation arising out of this Purchase Order will be brought in the courts of Augusta County, Virginia. Vendor shall comply with all applicable federal, state, and local laws and regulations.
4. APPROPRIATIONS. County shall be bound hereunder only to the extent of the funds available or which may hereafter become available for this purpose through appropriation by the Board of Supervisors.
5. ARBITRATION. It is expressly agreed that nothing under this Purchase Order shall be subject to arbitration, and any references to arbitration are expressly deleted.
6. ELECTRONIC RECORD. The parties agree that this Purchase Order can be executed through an electronic signature, and that an electronic record of this Purchase Order is as valid and enforceable as an original.
7. ENTIRE AGREEMENT. This Purchase Order constitutes the entire and exclusive agreement between the parties and supersedes any and all prior communications, discussions, negotiations, understandings, or agreements. No change or modification of this order will be binding upon County unless signed by County’s authorized representative.
8. FAILURE TO DELIVER. If goods are not delivered in accordance with these terms and conditions, County may, after due notice, procure goods from other sources and hold Vendor responsible for its costs.
9. FAITH-BASED ORGANIZATIONS & NON-DISCRIMINATION. County does not discriminate against faith-based organizations or any other vendor because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, status as a service disabled veteran, or any other basis prohibited by state law relating to discrimination in employment.
10. FORCE MAJEURE. Neither Vendor nor County will be held responsible for failure to perform the duties and responsibilities imposed hereunder if such failure is due to strikes, fires, riots, rebellions, or force majeure which are beyond the control of Vendor or County and which make performance impossible or illegal.
11. IMMIGRATION REFORM AND CONTROL ACT OF 1986. Vendor shall not knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986.
12. INDEMNIFICATION. Vendor shall hold harmless and indemnify County and all of its officials, departments, agencies, agents, and employees from and against any and all claims, losses, damages, injuries, actions, or reasonable costs (including court costs and attorney’s fees) resulting from or arising out of obligations required by this Purchase Order, including, but not limited to, the negligence, gross negligence, or willful misconduct of Vendor’s employees or agents.
13. INSURANCE. County reserves the right to require Vendor to have comprehensive general liability and comprehensive automobile liability in appropriate amounts, to provide certificates of insurance, and to add County as an additional insured on those policies.
14. INVOICES. Vendor shall provide separate invoices for each order and shipment to the department and address on the Purchase Order. Vendor shall include the Purchase Order number on all related invoices, delivery memoranda, bills of lading, packages, and correspondence.
15. NO LIENS OR ENCUMBRANCES. Vendor warrants that goods are free and clear of all liens and encumbrances, and that the sale of goods does not infringe upon any patents, copyrights, or trademarks.
16. NON-WAIVER. No waiver or breach of any terms, conditions, provisions, or covenants contained in this Purchase Order will be construed as a waiver of any prior or succeeding breach of the same terms, conditions, provisions, or covenants.
17. NOTICE. All notices or invoices involving this order shall be sent to Augusta County, P.O. Box 590, Verona, Virginia, 24482.
18. OWNERSHIP. County shall have sole rights of ownership to any product, idea or property resulting from the performance of this Purchase Order unless otherwise agreed to in writing by both parties.
19. PAYMENT TERMS. County shall pay Vendor within 30 days after the later of receipt of a correct invoice approved by County or acceptance of goods which meet County’s requirements. County may withhold payment of invoices until goods are received and accepted, and does not waive the right to deduct cash discounts where applicable. If a discount for prompt payment is allowed, the discount period will begin on the later of receipt of proper invoice or delivery. Payment terms requiring payment in less than 30 days will be construed as requiring payment 30 days after the later of invoice or delivery.
20. PRICES. All prices submitted must be FOB Destination – Freight Prepaid and Allowed.
21. TERMINATION. County may terminate this Purchase Order, in whole or in part, for default or convenience with written notice at least 30 days prior to the effective date of cancellation. Any such termination will be without liability to County except for completed items delivered and accepted by County, payment for which can be offset against any damages to County. County may require Vendor to transfer title and deliver to County any or all property produced or procured by Vendor for performance of the work terminated and Vendor shall be credited with the reasonable value thereof not to exceed Vendor’s cost.
22. TRANSACTING BUSINESS IN VIRGINIA. Vendor must be authorized to transact business in Virginia as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Virginia Code or as otherwise required by law. Vendor shall not allow its existence to lapse or its certificate of authority or registration to transact business in Virginia to be revoked or cancelled at any time during the term of this Purchase Order. County may void this Purchase Order if Vendor fails to remain in compliance with the provisions of this section.
23. WORKPLACE PROVISIONS. In all Purchase Orders over $10,000, Vendor shall abide by the following workplace provisions. If Vendor engages any subcontractor or vendor to provide services hereunder, then Vendor shall include these provisions in every subcontract or purchase order over $10,000:

 (A) Vendor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Vendor. Vendor shall post in conspicuous places, available to employees and applicants of employment, notices setting forth the provisions of this nondiscrimination clause. Also, Vendor, in all solicitations or advertisements for employees placed by or on behalf of Vendor, will state that it is an equal opportunity employer. (B) Vendor shall: (i) provide a drug-free workplace for Vendor’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in Vendor’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; and (iii) state in all solicitations or advertisements for employees placed by or on behalf of Vendor that Vendor maintains a drug-free workplace. For the purposes of this paragraph, “drug-free workplace” means a site for the performance of work done in connection with this Purchase Order where Vendor’s employees are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession, or use of any controlled substance or marijuana during the performance of the Purchase Order. (C) Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation will be deemed sufficient for the purpose of meeting the requirements of these sections.