1. These terms and conditions apply to Purchase Orders for both ISS and Guckenheimer Services, LLC (“Guckenheimer”). For the purposes of this document, use of “ISS” will also include Guckenheimer. These terms and conditions shall be applicable to and binding on Supplier/Vendor only to the extent that Supplier/Vendor is not a party to a Master Services Agreement ("MSA") with ISS.
2. The Purchase Order includes the following documents, all of which are incorporated herein: (i) the Purchase Order,(ii) any terms and conditions thereto, and (iii) any schedule, statement of work, Product or Service specifications, or any other document further describing the Product or Service ordered by ISS and to be provided by Supplier/Vendor.
3. The signer is authorized to sign, enter into contracts on behalf of Supplier/Vendor, and bind Supplier/Vendor. Supplier/Vendor's signature, electronic acceptance, acknowledgement, or fulfillment of this Purchase Order, or delivery of Product and/or Service under this Purchase Order, or commencement of performance in any way, constitutes Supplier/Vendor's acceptance of these terms and conditions. Read receipted or e-mails received and responded to by Supplier/Vendor are binding on Supplier/Vendor.
4. Supplier/Vendor will deliver the supplies, products, equipment, or the like ("Product") and/or the service or services ("Service") to the satisfaction of ISS as required by the terms and conditions of this Purchase Order at the fixed fee authorized by this Purchase Order, until such time that ISS changes, amends, modifies, or terminates Product or Service. The Supplier/Vendor warrants that the Product and/or Service delivered under this Order will be free from all defects in material and workmanship and shall comply with all the requirements of this Purchase Order for a period of one year from the date of delivery. Supplier/Vendor agrees, at Supplier’s/Vendor’s expense, to repair, replace, or correct any defects for a period of twelve (12) months following the date of acceptance by ISS and/or ISS’s Customer(s); or such longer period as may be required by law.
5. Unless otherwise specified, the Product Supplier/Vendor provides to ISS shall be (a) packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice, (b) acceptable to common carriers for shipment at the lowest rate for the particular goods and in accordance with applicable regulations, and (c) adequate to insure safe arrival at the named destination. Supplier/Vendor agrees to mark all containers with necessary lifting, handling, and shipping information. A packing list must be enclosed in all shipments showing the number and exact quantity and description of the goods shipped.
6. Regardless of the method of shipment used, Supplier/Vendor agrees to deliver all Product provided to ISS to the Ship To location(s) specified, at Supplier/Vendor's own risk. Supplier/Vendor will bear the risk of loss, destruction or damage until the items are accepted by ISS.
7. Extras, add-ons, changes or deviations from the specifications set forth in this Purchase Order will be valid only if based on ISS written change orders signed by an authorized ISS representative.
8. ISS will pay Supplier/Vendor net 60 days from receipt of payment to ISS from funds Customer has paid for the Supplier/Vendor Product and/or Service invoiced by Supplier/Vendor. ISS will not be obligated to pay Supplier/Vendor amounts invoiced in excess of funds Customer has paid to ISS for Supplier/Vendor’s Product. ISS will not pay for Product or Service invoiced over ninety (90) days from date of delivery or completion. Supplier/Vendor’s acceptance of payment is a waiver of any claims against ISS.
9. If not otherwise specified, this is a month-to-month Purchase Order. ISS can update, define, redefine or modify this Purchase Order at ISS’s sole discretion. ISS may terminate this Purchase Order as of the last day of any month without cause for ISS’s convenience or concurrent with the expiration, termination or cancellation of ISS contract for Supplier/Vendor Products or immediately upon Customer request that Supplier/Vendor, or a Supplier/Vendor employee, be removed from any site, and Supplier/Vendor acknowledges that its only remedy and/or entitlement upon any such termination is payment by ISS for all Product or Service accepted by ISS. Supplier/Vendor may terminate this Agreement, with or without cause, on 90 days’ prior written notice to ISS. ISS may at any time go out to bid on any Product and/or Service provided under this Purchase Order.
10. The Supplier/Vendor is an independent contractor. Supplier/Vendor is an equal opportunity employer. Supplier/Vendor complies with all applicable laws and regulations related to workers compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related issues. Supplier/Vendor is in compliance with all terms, provisions, regulations and rulings relative to the Immigration Reform and Control Act of 1986 (IRCA), as amended. Supplier/Vendor has read, accepted and will adhere to ISS’s Code of Conduct as stated on the following website https://inv.issworld.com/policies-and-guidelines/.
11. Supplier/Vendor will comply with all present and future laws, ordinances, orders, directives, rules and regulations, as amended, of the Federal, State and local government, political subdivisions, counties, municipalities, and their respective agencies, authorities, or commissions of the Federal, State and local governments, applicable to, or affecting, directly or indirectly, Product and/or Service provided under this Purchase Order including, but not limited to, if Product and/or Service provided for hereunder are funded, in whole or in part, by federal funds, Supplier/Vendor accepts all mandatory flow down provisions of the US Federal Acquisition Regulations (FARs), available in full text at www.acquisition.gov/far, and which are incorporated herein by reference. Supplier/Vendor is responsible, at Supplier/Vendors’ cost, for paying all wages, overtime, or other compensation to its employees and for withholding and paying all applicable taxes related to the employment of its workers.
12. Supplier/Vendor is solely responsible for Supplier’s/Vendor’s personnel’s safety when providing Product or performing Service. Supplier/Vendor will use all necessary, required, and site mandated safety precautions when providing products and/or performing service. Supplier/Vendor will provide all necessary personal protection gear and all necessary and/or site required/recommended training. Supplier/Vendor will report to ISS all incidents with potentially adverse safety, health, or environmental implications and all occurrences Supplier/Vendor determines to be recordable on the OSHA 300 log or its equivalent.
13. Supplier/Vendor has current, active business insurance and will provide ISS with a Certificate of Insurance ("COI") in strict compliance with the following requirements: (i) General Liability combined limited of $2,000,000 each occurrence, USD or Canadian equivalent blanket contractual cover, broad form property damage, personal injury liability, products/completed operations and independent contractors including completed operations, (ii) if Supplier/Vendor will be on-site at ISS or ISS’s Customer’s location, Automobile Liability, covering all automobiles and other motor vehicles, whether owned, leased or otherwise hired, to afford protection for bodily injury and property damage, combined: $1,000,000 each accident, (iii) Workers’ Compensation will be provided as required by any Applicable Law or regulation having jurisdiction over Supplier's employees. If the jurisdiction has a Social Scheme, Supplier agrees to be in full compliance with the laws thereof; $1,000,000 USD or Canadian equivalent Employers Liability. Coverage must be extended to include sole proprietors, partners and executive officers, (iv) If Supplier’s/Vendor’s work includes professional design or engineering services, by professionals on staff or under consulting agreement, Supplier must secure acquire and maintain or require its independent consultant to acquire and maintain Professional Liability insurance in limits not less than $3,000,000 USD or Canadian equivalent covering the professional services performed in connection with the project and continuing in force by renewal or extended reporting provision for not less than three years after completion of the project. This coverage form may be "claims made" and include defense expense within the limit of liability, (v) the Description of Operations box on the COI must read as follows: ISS Facility Services, Inc. and its parent, affiliates, subsidiaries, directors, officers, employees and representatives and ISS customers, customer’s parent, affiliates, subsidiaries, directors, officers, employees and representatives, as their interests appear, are named as Additional Insureds. This certificate supersedes any and all prior certificates issued to Holder, (vi) Additional Insured Endorsement mandatory for ISS Facility Services, Inc. and its parent, affiliates, subsidiaries, directors, officers, employees and representatives and ISS customers, customer’s parent, affiliates, subsidiaries, directors, officers, employees and representatives, and (vii) Certificate Holder must read: ISS Facility Services, Inc., 1017 Central Parkway North, Suite 100, San Antonio, Texas 78232.
14. Supplier/Vendor may not assign, delegate, subcontract or transfer the order of any Product or Service or any payments to be made under this Purchase Order without ISS's prior written approval. Supplier/Vendor performs the requirements of this Purchase Order. Supplier/Vendor has not assigned or sold the whole or any portion of this Purchase Order.
15. SUPPLIER/VENDOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS ISS AND ISS’S CUSTOMER, AND THEIR RESPECTIVE PARENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (THE “INDEMNIFIED PARTIES”), FROM ANY AND ALL ANY LIABILITY IMPOSED OR ALLEGED, INCLUDING CLAIMS, DAMAGES, DEMANDS, LOSSES, SUITS, ACTIONS, JUDGMENTS, EXPENSES, COSTS, ATTORNEY’S FEES AND ANY OTHER PROFESSIONAL EXPENSES (“CLAIMS”) ARISING FROM OR RELATED TO SUPPLIER’S/VENDOR’S OR SUPPLIER/VENDOR PERSONNEL’S (A) PERFORMANCE OF THE SERVICES OR DELIVERY OG THE PRODUCTS, (B) ACTS OR OMISSIONS, (C) NEGLIGENCE OR OTHER LEGAL FAULT, AND (D) THE FAILURE OF SUPPLIER/VENDOR TO FULLY COMPLY WITH ITS OBLIGATIONS UNDER THIS PURCHASE ORDER; (E) A CLAIM THAT SUPPLIER/VENDOR'S PRODUCT(S) OR SERVICE(S), OR ANY PART THEREOF, INFRINGES A PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL OR PROPRIETARY RIGHT OF A THIRD PARTY OR (F) ANY EMPLOYMENT CLAIM OF ANY NATURE FILED BY ANY EMPLOYEE OR SERVICE PROVIDER AGAINST ANY INDEMNIFIED PARTY OR PARTIES. THE INDEMNIFIED PARTIES SHALL NOT HAVE ANY LIABILITY TO SUBCONTRACTOR OR ANY SUBCONTRACTOR PERSONNEL FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES OF ANY KIND, INCLUDING LOST PROFITS OR LOSS OF USE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Time is of the essence.
17. Supplier/Vendor is in default if a bankruptcy, whether voluntary or involuntary, is commenced or an assignment of the proceeds under this Purchase Order is made or Supplier/Vendor fails to perform in accordance with this Purchase Order. If ISS deems Supplier/Vendor is in default, ISS will give Supplier/Vendor written or verbal notice of the default. If within the time specified by ISS the default is not cured after written or verbal notice to the Supplier/Vendor, ISS may immediately terminate this Purchase Order.
18. Disputes not amicably resolved will be submitted to mediation under the then-current mediation procedures used by JAMS. Each party will bear equally the costs of the mediation.