Effective Date: June 14, 2024
Vendor/Supplier hereby accepts and acknowledges that the terms and conditions set forth herein are applicable to all Work Orders or Purchase Orders (“Order” or “Orders”) issued by CRA (“CRA”). CRA’s Vendor Purchase Order – Terms and Conditions are subject to change. Vendor/Supplier’s commencement of services or work set forth in an Order constitutes Vendor/Supplier’s agreement to be bound by the terms and conditions published at the issuance of the Order on CRA’s website.
1. SCOPE OF WORK & CHANGES
Vendor/Supplier agrees to provide all goods and/or perform all services as set forth in an Order pursuant to the terms and conditions contained herein. Vendor/Supplier acknowledges receipt of all the documents listed in the Order or expressly assumes the obligation to obtain and review all such documents. Additionally, the Vendor/Supplier assumes all of the terms and conditions of CRA’s contract(s) with its customers. Such a prime contract’s terms and conditions are incorporated by reference to the applicable Order and made a part of the Order as if fully set forth in the Order. Vendor/Supplier shall perform all work in a first-class, workmanlike manner without deviation from the Order unless otherwise agreed upon by CRA. All specifications, drawings, schematics, technical information, notes, instructions or other information referred to in the Order or contained in attachments or exhibits to the Order are incorporated herein by reference as well. Supplier/Vendor will contact CRA’s representative upon discovering any error or inconsistency in the drawings or specifications, and will not proceed until the CRA representative has resolved such error or inconsistency in writing. CRA reserves the right at any time to make changes in the drawings and specifications or increase the scope of Vendor/Supplier’s work. Should such changes result in a variation in the Order’s delivery schedule, or in a change of the Order’s pricing, the parties will agree in writing upon an adjustment to the schedule or pricing. Vendor/Supplier will have no claim or right to payment for any changes or any extra work performed prior to receiving written direction from CRA. Vendor/Supplier will not make changes to the Order at the direction of anyone other than CRA’s authorized representative. If the parties have a dispute regarding the claim extras, disputed work, scope of work, emergencies or otherwise, the Vendor/Supplier will continue to complete all obligations under the Order notwithstanding the dispute.
2. PURCHASE PRICE.
The prices for the goods and/or services required by the Order are firm prices, and not subject to increases due to any cause(s). The purchase price includes all applicable federal, state and local taxes and other charges in effect. If applicable, Vendor/Supplier will be responsible for obtaining any building or related permits to comply with the scope of work. Vendor/Supplier will keep detailed and accurate records and accounts for the proper financial management of the Order (including backup documents), and will preserve such records for three years after final payment. CRA will have access to such records upon request. The Order price includes the cost of all manpower, services, and supplies necessary and ancillary to completing the requirements of the Order without exception.
3. CANCELLATION OF PURCHASE ORDER.
CRA may cancel all or any part of Orders at any time for any reason, for convenience and/or without cause, by verbal notice confirmed in writing by email. CRA’s obligation to Vendor/Supplier for canceled Orders, with or without cause, is limited to the Vendor/Supplier’s reasonable and actual out of pocket expenses for its work-in-process. CRA has no liability for canceled orders for non-custom goods, custom goods that Seller can or does sell to other customers, or services which were not provided. CRA will not be liable to Vendor/Supplier, or Vendor/Supplier’s subcontractor for consequential damages claims including, but not to be limited to, loss of profit, interest on claims, product development and engineering costs, rental, depreciation costs, and general and administrative burden charges from termination of Orders.
4. TERMINATION FOR CAUSE.
If in CRA’s sole discretion it be determined Vendor/Supplier is insolvent, or at any time during the performance of the Order refuses or neglects to supply a sufficient number of properly skilled workmen, or sufficient materials of proper quality, or fail in any respect to execute the Order with promptness and diligence, or fail in the performance of any of its obligations under the Order, CRA may, after giving 48 hours notice to Vendor/Supplier, provide any such labor or materials to complete the Order and deduct the cost thereof from Order. In addition to all other remedies available at law or in equity, CRA may also terminate the Order and contract with other(s) for the completion of the Order. Any excess costs incurred will be paid by Vendor/Supplier to CRA.
5. DELIVERY.
All goods provided and/or services provided must be performed in strict accordance with Order’s requirements as defined in the Order itself, the scope of work provided to Vendor/Supplier and/or the prime contract incorporated by reference to the Order. Vendor/Supplier will be responsible for all costs and time associated with repairs and/or replacement of any work not installed per drawings, specifications, and addendums. Delivery of goods will be F.O.B. at the location and on the date(s) specified on the Order. If applicable, no shipments may be made prior to a specified delivery date unless agreed to by CRA in writing. CRA reserves the right to withhold payment of invoices for materials shipped ahead of schedule without CRA’s prior written approval. If delivery of items or rendering of services is not completed by the time promised, CRA reserves the right, without liability and in addition to its other rights and remedies available through this Order or at law, to terminate this Order immediately, as to the whole or part, and to purchase substitute items or services elsewhere and charge Vendor/Supplier with any loss or expense incurred by CRA. Times and dates set forth in Orders are of the essence. In addition to CRA’s other remedies, Supplier/Vendor will be responsible for all liquidated damages charged to CRA arising from Vendor/Suppliers failure to timely perform its obligations.
6. INSPECTION AND REJECTION.
CRA may inspect the goods and/or services performed before accepting delivery and/or any work performed. CRA’s payment obligations are subject to acceptance of the goods and/or services performed. Vendor/Supplier will bear all risk of loss and damage until CRA’s final inspection and acceptance. Title to goods does not pass to CRA until they are accepted by CRA. Goods and/or services may be rejected at CRA’s sole discretion if an inspection shows they are not furnished and/or performed in accordance with the samples, specifications, designs, warranty requirements and/or other expressed or implied requirements of the Order or contracts incorporated by reference. Upon Vendor/Supplier being given written notice from CRA, which may be provided to Vendor/Supplier by email, regarding corrections, repairs and/or replacement of goods and/or services performed which do not conform to the Order, Vendor/Supplier must correct any and all identified deficiencies within forty-eight (48) hours. This time period may be expanded by the parties if agreed to in writing by both Vendor/Supplier and CRA. If Vendor/Supplier fails to correct, repair and/or replace such defective goods and/or services performed within this period, CRA will make the corrections, repairs, and replacements, and all costs and expenses associated with such remedial work will be deducted from the Order’s price. Notwithstanding and/or in addition to the foregoing rejected goods may be immediately returned at Vendor/Supplier’s expense or may be held by CRA for disposition at Vendor/Supplier’s risk and expense. Vendor/Supplier’s failure to provide written instructions within ten (10) days or such shorter period as may be commercially reasonable under the circumstances after notice of non-conformity entitles CRA to charge Vendor/Supplier reasonable storage and handling fees or to dispose of the goods without liability to CRA.
7. WARRANTY.
Vendor/Supplier represents and warrants that: (A) all goods delivered are new (unless otherwise specified), of the quality specified, free from defects in design, material and workmanship and are of a quality of workmanship required by the best professional practices and procedures in similar manufacturing industries; (B) all services are performed in a good and workmanlike manner; (C) Vendor/Supplier has good and marketable title to the goods and has conveyed such title to CRA free from any encumbrances, liens, security interest or other title defects; (D) the goods or services purchased conform to applicable specifications, drawings, samples and other description referenced in the Order or documents attached hereto; (E) the goods purchased are merchantable and suitable for the purposes intended. Vendor/Supplier will provide CRA all guarantee/warranty documents and system(s)’s training, maintenance and/or operation manuals. Vendor/Supplier guarantees that if, within one year of the date of substantial completion, any work or goods delivered is found not to be in accordance with the requirements of the Order and/or violates these representations and warranties contained herein, the Vendor/Supplier will correct or otherwise cure the defect. Vendor/Supplier must make all repairs/corrections during the guarantee period within 72 hours, unless there is a life safety issue requiring Vendor/Supplier to make an immediate correction(s). In addition to the foregoing, Vendor/Supplier will also be bound to the warranty provisions of an applicable prime contract. Any repairs will be made at Vendor/Supplier’s sole cost and expense. All warranties in this Order will survive any inspection, delivery, acceptance, payment, expiration or earlier termination of this Order and such warranties will run to CRA, its successors, assigns, customers and users of its products. Any goods repaired or replaced and services re-performed will be further warranted as set forth above. If any equipment furnished by Vendor/Supplier has a manufacturer’s warranty (which will be in addition to Vendor/Supplier’s warranty as set forth above), Vendor/Supplier will secure such manufacturer’s warranty and deliver it to CRA or CRA’s customer prior to final payment. Vendor/Supplier represents and warrants it is has obtained any and all permits or licenses and is authorized, licensed and permitted to supply the goods and/or perform the services required in this Order by the state or local government where the project is located and/or has complied with all federal regulations regarding the goods being provided or the services being rendered.
8. SAFETY REQUIREMENTS & JOB SITE SUPERVISION.
Vendor/Supplier is responsible for supplying all necessary materials, equipment, devices, and labor for implementation and upkeep of worksite safety as it relates to Vendor/Supplier’s scope of work. When executing any facet of this Order, Vendor/Supplier must meet or exceed OSHA and/or the safety requirements of any Governmental Agency(s) having jurisdiction over the project and/or this Order. All workers on site are required to wear the minimum PPE at all times, which includes hard hats, approved footwear, eye protection, proper clothing, and safety vest, and Vendor/Supplier will ensure his/her agents, employees, and/or representatives are wearing the proper PPE based on the work being performed. The Vendor/Supplier will be responsible for all penalties, fines, and costs imposed by governmental authorities and/or safety agency cited violations in connection with or resulting from any violations of, noncompliance with laws, regulations, codes, ordinances or directives. Vendor/Supplier will at all times protect and safeguard the job site, and will not allow any building, equipment, installation or any part thereof to be loaded with stored materials or construction equipment in a manner beyond its capacity or which would endanger the safety of personnel or the integrity of any structure or equipment. Vendor/Supplier will keep all Jobsite areas clean to CRA’s satisfaction at all times, and upon completion will promptly remove all debris and waste material at Vendor/Supplier’s expense, unless otherwise specified in writing. When applicable, Vendor/Supplier will personally supervise or have a competent and qualified superintendent, acceptable to CRA and its customer, to supervise Vendor/Supplier’s performance at all times. The superintendent shall not be replaced without CRA’s approval, but will immediately be replaced if CRA or CRA’s customer deems he or she is unsatisfactory.
9. PAYMENT.
Vendor/Supplier will only issue invoices after delivery and acceptance of goods and/or completion of services in accordance with the terms of the Order. Vendor/Supplier must submit separate invoices for each Order. The invoice must include the purchase order number, description of item(s)/service(s), quantities, unit price, and extended totals. A conditional lien waiver must be attached to each and every progress invoice submitted to CRA and a final lien waiver will be required and attached to the final invoice submitted to CRA upon CRA’s request. Vendor/Supplier agrees to invoice CRA no later than thirty (30) days after acceptance of goods or performance of the services ordered. CRA will not be obligated to make payment against any invoices submitted after such period. CRA may reject any invoice for noncompliance. CRA will issue payment within thirty (30) days after receipt of a correct and conforming Vendor/Supplier invoice and supporting documentation required by the prime contract if applicable. Payment is deemed made when CRA’s check is mailed. If CRA made payment for goods or services subsequently rejected, such payment will be refunded by Vendor/Supplier within ten (10) days after CRA’s request or CRA can opt to have the sum deducted from subsequent payments due or to become due to Vendor/Supplier. The acceptance of the final payment by Vendor/Supplier, inclusive of deduction from the purchase price if applicable, constitutes a final waiver of all claims which can be brought by CRA against Vendor/Supplier arising out of the Order. CRA may deduct from any amounts due Vendor/Supplier any sum or sums owed by Vendor/Supplier to CRA whether in regard to the Order or other contractual arrangements. Notwithstanding the foregoing, if CRA’s customer pays on draw schedule for work completed, Vendor/Supplier will be paid upon CRA’s receipt of funds from the customer. CRA will retain from each invoice the percentage of retainage to which CRA is bound by its customer, but not less than 10%. This amount will be held from each invoice payment. Retention will be released upon acceptance of the scope of work by the customer and CRA and receipt by CRA of a retention invoice from the Vendor/Supplier.
10. RELATIONSHIP OF THE PARTIES.
Vendor/Supplier and CRA are independent contracting parties and nothing in this Order make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
11. ASSIGNMENT AND SUBCONTRACTING.
Vendor/Supplier will not assign or subcontract (in whole or in part) this Order or its obligations without CRA’s prior written consent.
12. GOVERNING LAW.
All disputes relating or referring to Orders will be determined in the courts in the State of Arizona.
13. FORCE MAJEURE.
CRA will not be responsible, in any manner, for any failure or delay in the performance of any of its obligations caused by a strike, lockout or other industrial disturbance, act of public enemies, any government action, any civil or military action, insurrection, riot, landslide, hurricane, drought, fire, earthquake, explosion, flood, storm, act of God, or any other cause or event not reasonably within CRA’s control. Vendor/Supplier will immediately notify CRA in writing if its performance is or will be delayed due to any Force Majeure Event and CRA may either (a) extend the time of performance, or (b) terminate the uncompleted portion of the Order at no cost to CRA.
14. NOTICES.
All notices must be in writing and may be sent by way of email.
15. REMEDIES/NON-WAIVER.
CRA’s remedies for Vendor/Supplier’s breach are cumulative and in addition to any other or further remedies provided by law or in equity. CRA waiver or failure to insist on strict performance hereunder will not operate or be construed as a waiver by such party of any subsequent breach. Any delay or omission in exercising any right, power or remedy will not impair CRA’s ability to enforce its rights.
16. SEVERABILITY & SURVIVAL.
If provision hereof determined to be is invalid or unenforceable, such provision will be enforced as nearly as possible in accordance with applicable law, and while the remainder of this Order will remain in full force and effect and bind the parties according to its terms. Any provisions herein that by their nature extend beyond the expiration, termination or fulfillment of this Order will survive such expiration, termination or fulfillment.
17. EQUAL OPPORTUNITY EMPLOYMENT.
Vendor/Supplier shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, national origin, disability, qualified veteran status, age, genetic information or any other characteristic protected by law. Such action shall include but is not limited to, the following: employment, upgrading demotion, or transfer recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, including apprenticeship. Vendor/Supplier agrees to post notices, which set forth all federal and state provisions of non-discrimination in conspicuous places available to employees or applicants for employment.
18. E-VERIFY.
Vendor/Supplier agrees to comply with any Federal, State, or Local E-Verify requirement if required by CRA.
19. PRIOR AGREEMENTS.
These terms and conditions govern all future Orders between CRA and Vendor/Supplier and supersede all prior agreements. CRA may modify these terms and conditions at any time and Vendor/Supplier will be bound by such modifications. It is Vendor/Supplier’s responsibility to check the above web address prior to the performance of any Order.
20. INSURANCE.
Upon execution of this Agreement, and prior to the Vendor/Supplier commencing any work or services with regard to the Project, the Vendor/Supplier shall carry commercial general liability insurance on ISO form CG 00 01 10 01 (or a substitute form providing equivalent coverage) and the Subcontractor shall provide the contractor with a Certificate of Insurance and Additional Insured Endorsement on ISO form CG20 10 11 85 (or a substitute form providing equivalent coverage) or on the combination of ISO forms CG 20 10 10 01 and CG 20 37 10 01 (or substitute forms providing equivalent coverage) naming CRA and the Owner as Additional Insureds thereunder. Additional insured coverage shall apply as primary insurance with respect to any other insurance afforded to Owner and CRA. The coverage available to the CRA and Owner, as Additional Insureds, shall not be less than $1 million dollars Each Occurrence, $2 million General Aggregate (subject to a per project general aggregate provision applicable to the project), $2 million Products/Completed Operations Aggregate and $1 million Personal and Advertising Injury limits. Additionally, Vendor/Supplier shall carry a $5,000,000 umbrella/excess policy over the above limits as well as the business auto liability policy described below. All such insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. All coverage shall be placed with an insurance company duly admitted in the State of Arizona and shall be reasonably acceptable to CRA. All Vendor/Supplier insurance carriers must maintain an A.M. Best rating of “A-” or better. Coverage shall be afforded to the Additional Insureds whether or not a claim is in litigation.
Vendor/Supplier agrees to maintain the above insurance for the benefit of CRA and Owner for a period of two years. Each Certificate of Insurance shall provide that the insurer must give the CRA at least 30 days’ prior written notice of cancellation and termination of the CRA’s coverage thereunder. Not less than two weeks prior to the expiration, cancellation or termination of any such policy, the Subcontractor shall supply the Contractor with a new and replacement Certificate of Insurance and Additional Insured endorsement as proof of renewal of said original policy. Said new and replacement endorsements shall be similarly endorsed in favor of CRA and Owner as set forth above.
Additionally, and prior to commencement of the Work, the Vendor/Supplier shall provide CRA with a Certificate of Insurance showing liability insurance coverage for the Vendor/Supplier and any employees, agents, or Sub-Subcontractors of the Vendor/Supplier for any Workers’ Compensation, Employer’s Liability and Automobile Liability. In the event any of these policies are terminated, Certificates of Insurance showing replacement coverage shall be provided to CRA. Coverages shall be no less than the following:
Workers’ Compensation and Employers’ Liability Insurance: As required by law and affording thirty (30) days written notice to CRA prior to cancellation or non-renewal, providing coverage of not less than $100,000 for bodily injury caused by accident and $100,000 for bodily injury by disease and $500,000 policy limit.
Business Auto Liability Insurance: Written in the amount of not less than $1,000,000 each accident.
21. INDEMNIFICATION.
Any work performed by the Vendor/Supplier shall be at the risk of the Vendor/Supplier exclusively. To the fullest extent permitted by law, Vendor/Supplier shall indemnify, defend (at Vendor/Supplier ‘s sole expense) and hold harmless CRA, the Owner (if different from CRA), affiliated companies of CRA, their partners, joint ventures, representatives, members, designees, officers, directors, shareholders, employees, agents, successors, and assigns (“Indemnified Parties”), from and against any and all claims for bodily injury, death or damage to property, demands, damages, actions, causes of action, suits, losses, judgments, obligations and any liabilities, costs and expenses (including but not limited to investigative and repair costs, attorneys’ fees and costs, and consultants’ fees and costs) (“Claims”) which arise or are in any way connected with the work performed, materials furnished, or services provided under this Agreement or Purchase Order by Vendor/Supplier or its agents. These indemnity and defense obligations shall apply to any acts or omissions, negligent or willful misconduct of Vendor/Supplier, its employees or agents, whether active or passive. Said indemnity and defense obligations shall further apply, whether or not said claims arise out of the concurrent act, omission, or negligence of the Indemnified Parties, whether active or passive. Vendor/Supplier shall not be obligated to indemnify and defend CRA or Owner for claims found to be due to the sole negligence or willful misconduct of Indemnified Parties.
Vendor/Supplier’s indemnification and defense obligations hereunder shall extend to Claims occurring after this Agreement is terminated as well as while it is in force, and shall continue until it is finally adjudicated that any and all actions against the Indemnified Parties for such matters which are indemnified hereunder are fully and finally barred by applicable Laws.