Purchase Order Terms & Conditions

Please note that the following terms and conditions are for purchase orders (“Purchase Orders”) issued by the North Texas Tollway Authority (“NTTA”) unless the terms and conditions are changed or amended in the body of the Purchase Order. The party supplying goods and/or services to the NTTA under this Purchase Order is referred to below as “Seller.” Contracts issued as a result of public solicitations have additional terms and conditions included that are part of the packet that is issued with each solicitation; in the event of any irreconcilable conflict between the terms and conditions set forth below and those included in public solicitation procurements, the terms and conditions included in the public solicitation package will control. This Purchase Order, together with all other documents containing terms and conditions pertaining to the delivery or performance by Seller of the items that are the subject to this Purchase Order, comprise the “Contract” between the NTTA and Seller.
I. Acceptance. Seller’s signing of this Purchase Order, acknowledging this Purchase Order, shipping, sending, delivering the articles, or performing the services described herein, shall constitute Seller’s acceptance of all the terms and conditions set out herein. Seller’s performance of this Purchase Order must be in strict accordance with its terms, including these terms and conditions. No changes in, modifications of, or revisions to, this Purchase Order shall be valid unless in writing and signed by the NTTA’s Procurement Services Manager (“Procurement Services Manager”).
II. Delivery. Time and rate of deliveries or of performance of the services covered by this Purchase Order, are of the essence of this Purchase Order. Seller's failure to deliver at the time and rate specified shall be the basis for rejection and default termination by the NTTA.
III. Packaging and Shipping. Articles shall be suitably packed for delivery to prevent damage in transit, to comply with carrier requirements and to secure the lowest transportation and insurance rates. Each container must be marked with applicable Purchase Order number and be accompanied by one of the shipping papers.
IV. Changes. The Procurement Services Manager shall have the right to make the changes in this Purchase Order by a notice in writing to Seller. If such changes cause an increase or decrease in Seller's cost of or time required for performance, an equitable adjustment shall be made in the contract price or delivery schedule or both. Any claim for equitable adjustment must be asserted by Seller within 30 days from the date of receipt of the change Order. Failure to agree on any adjustment shall be resolved under the Disputes Clause, and nothing contained in this clause shall relieve Seller from proceeding without delay in the performance of this Purchase Order as changed.
V. Inspection and Acceptance. Inspection and acceptance will be at destination, unless otherwise provided. Until delivery and acceptance, and after any rejections, risk of loss will be on Seller unless the loss results from negligence of the NTTA. Notwithstanding any requirements for inspection and test by the NTTA contained elsewhere in this Purchase Order, except where specialized inspections or tests are specified for performance solely by the NTTA, Seller shall perform or have performed the inspections and tests required to substantiate that the supplies, services, and construction provided under this Purchase Order conform to the drawings, specifications, and other requirements listed herein, including, if applicable the technical requirements for the manufacturers' part number specified herein.
VI. Commercial Warranty. Seller agrees that the supplies or services furnished under this Purchase Order (i) are of merchantable quality and suitable for their intended use or purpose, (ii) comply with any and all product descriptions or specifications referenced in this Purchase Order or supplied by or through Seller, (iii) are further covered by the most favorable commercial warranties, express or implied, Seller gives to any customer for such supplies or services, and (iv) that said services will be performed in a timely, skilled, workmanlike, and proficient manner. Seller further agrees that the rights and remedies provided herein are in addition to, and do not limit, any rights afforded to the NTTA by any other provision of this Purchase Order or by law.
VII. Payments. Invoices shall be submitted in duplicate (one copy shall be marked "Original"), unless otherwise specified, and shall contain the following information: date; Purchase Order and number; item number; Purchase Order description of supplies, services, or construction; sizes; quantities; unit prices; and extended totals. Unless otherwise specified, payment will be made on partial deliveries accepted by the NTTA when the amount due on such deliveries so warrants. Invoices will be paid 30 days from receipt of the invoice or 30 days from receipt of the Purchase Order, whichever is later, unless other payment terms have been agreed in writing.
VIII. Termination for Convenience. The NTTA may, by written notice signed by the Procurement Services Manager or another authorized NTTA employee, terminate this Purchase Order, in whole or in part, when it is in the best interest of the NTTA. In the event of such termination, the NTTA  shall be liable only for payment in accordance with the payment provision of this Purchase Order for supplies delivered prior to the effective date of the termination and which are accepted by the NTTA. Unless otherwise specified in the termination notice, termination shall be effective immediately upon NTTA’s delivery of such notice to Seller.
IX. Termination for Default. The NTTA may, by written notice signed by the Procurement Services Manager or another authorized NTTA employee, terminate this Purchase Order, in whole or in part, for any failure of Seller to perform any of the provisions hereof within the time periods specified or otherwise in accordance with the terms of the Contract. In such event, Seller shall be liable for damages suffered by the NTTA as a consequence of Seller’s default, including the excess cost of re-purchasing similar supplies or services or completing construction; provided that, if the NTTA reasonably determines that Seller's failure to perform was due to circumstances beyond the control of Seller or its subcontractor and not due in whole or in part to the fault or negligence of Seller or its subcontractor, the termination shall be deemed to be a termination for convenience under paragraph 8. The NTTA’s rights and remedies under this paragraph are not exclusive, and the NTTA may pursue any and all other remedies available to it under the Contract or applicable law.
X. Indemnification. Seller will defend, indemnify and hold harmless the NTTA and all of its board members, administrators, officers, employees and agents from and against all liabilities, damages, losses, claims, fines and judgments, including all costs and expenses incidental thereto which may be charged to or incurred by the NTTA  or any of its board members, administrators, officers, employees or agents by reason of any loss, damage or injury related in any way to this Purchase Order or arising out of or in connection with any goods, articles or services covered by this Purchase Order, unless resulting solely from the NTTA’s gross negligence or willful misconduct.
XI. Disputes. Except as otherwise provided in this Purchase Order, any dispute concerning a question of fact or law arising under or related to this Purchase Order which is not disposed of by agreement shall be decided by the Procurement Services Manager, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to Seller. The decision of the Procurement Services Manager shall be final and conclusive unless, within 30 days from the date of receipt of such copy Seller mails or otherwise furnishes a written appeal addressed to the Executive Director of NTTA. The decision of the NTTA or its duly authorized representative on such appeal shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal of the Procurement Services Manager's decision, Seller shall proceed diligently with the performance of the Purchase Order in accordance with the Procurement Services Manager's decision (which, if and to the extent modified on appeal, shall be deemed a change under the “Changes” clause of this Purchase Order).
XII. Federal, State, and Local Taxes. The NTTA is exempt from Texas state and local sales and use taxes, and any such taxes included on any invoice or voucher received by the NTTA shall be deducted from the amount of the invoice or voucher for purposes of payment.
XIII. Assignment. Seller shall not assign any of its rights or obligations under this Purchase Order, either in whole or in part, or any monies due or to become due hereunder, without the prior written consent of the Procurement Services Manager.
XIV. Equal Opportunity. During the performance of this Purchase Order Seller agrees that it will afford equal opportunity to all employees and applicants for employment without regard to race, color, religion, sex, handicapping conditions, or national origin. Seller agrees to post in conspicuous places available to employees and applicants for employment, notices setting for Seller's commitment to the requirements of this provision. Seller further agrees to use its best efforts, to afford equal opportunity
for employment to subcontractors, vendors and suppliers owned and controlled by ethnic minorities or women. If the Contract includes additional requirements regarding Seller’s good-faith efforts to provide subcontracting opportunities to minority-owned, women-owned, or small business enterprises or disadvantaged business enterprises, such provisions shall be in addition to, not in lieu of, this clause regarding equal employment opportunities.
XV. Interest of Public Officials. Seller represents and warrants that no board members, administrators, officers, employees or agents of the NTTA, nor any member of any of their immediate families, has or will have a pecuniary interested in or direct or indirect benefit from in this Purchase Order. Seller further represents and warrants that it has not offered or given gratuities (in the form of entertainment, gifts, or otherwise) to any board member, administrator, officer, employee, or agent with a view toward securing favorable treatment in the awarding, amending, or evaluating the performance of this Purchase Order. For breach of any representation or warranty in this clause, the NTTA, shall have the right to terminate this Purchase Order without liability and NTTA also shall have recourse to any other remedy provided by law.
XVI. Governing Law. The rights, obligations, and remedies of the parties shall be governed by the laws of the State of Texas. Venue for any action shall lie in Collin County, Texas. If any provision of this Purchase Order is found to be invalid or unenforceable, the remaining provisions shall not be impaired.
XVII. Miscellaneous. If any provision of this Purchase Order is declared unlawful or unenforceable by any final administrative, legislative or judicial action, this Purchase Order shall be deemed to be amended to conform with the requirements of such action and all other provisions shall remain in full force and effect. The NTTA’s failure or delay in requiring strict performance or to enforce a provision of this Purchase Order or a previous waiver or forbearance shall in no way be construed as a waiver or continuing waiver of any provision of this Purchase Order. This Purchase Order is the entire agreement of the parties and shall supersede any previous executed agreements or oral understanding between the parties which relate to the subject matter hereof.