Terms and Conditions

PURCHASE ORDER TERMS AND CONDITIONS

1. Governing Agreement.

This Purchase Order (“Purchase Order” or “PO”) is issued by the entity identified on the face of the PO (“Cortland”) to the vendor, supplier, or service provider identified on the face of the PO (“Supplier”). This PO shall be first and foremost governed by the terms of any duly executed Master Services Agreement or other written agreement between Cortland and Supplier that expressly governs the goods and/or services described in this PO (the “Master Agreement”). In the event of any conflict between the terms of this PO and a Master Agreement, the terms of the Master Agreement shall control. If no Master Agreement exists between Cortland and Supplier, then this PO shall be governed solely by the following terms and conditions (the “Terms and Conditions”).

2. Acceptance. 

Supplier’s commencement of performance, acknowledgment of this PO, or shipment of goods or provision of services in connection herewith shall constitute Supplier’s acceptance of this PO and these Terms and Conditions. Any additional or conflicting terms proposed by Supplier in any quotation, invoice, acknowledgment, or other document shall be null and void unless expressly accepted in writing by Cortland.

3. Delivery and Performance.

Time is strictly of the essence with respect to this PO, and it is mutually understood that by agreeing to this PO, Supplier has taken (or will take) into consideration and made (or will make) allowance for the ordinary delays and hindrances incident to the goods and services.  Supplier shall deliver all goods and/or complete all services on or before the delivery or performance date(s) specified by Cortland. Cortland reserves the right to cancel all or any part of this PO without liability if Supplier fails to deliver goods or perform services in accordance with the terms hereof.

4. Title and Risk of Loss.

Unless otherwise agreed in writing, title to and risk of loss of all goods shall pass to Cortland only upon delivery to, and acceptance by, Cortland at the delivery location specified in this PO.

5. Price and Payment

The price of goods and/or services shall be as set forth in this PO. No increase in price shall be effective without Cortland’s prior written consent. Unless otherwise agreed in writing, payment shall be due [Net 30] days following Cortland’s receipt of a proper invoice and acceptance of the applicable goods or services.

6. Warranties

Supplier represents and warrants that:

• all goods shall be new, merchantable, free from defects in design, material, and workmanship, and shall conform in all respects to Cortland’s specifications, drawings, samples, and descriptions;
• all services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; and
• Supplier has good and marketable title to all goods and the full right, power, and authority to sell and deliver such goods and/or perform such services.

7. Compliance with Laws.

Supplier shall comply with all applicable federal, state, local, and foreign laws, rules, and regulations, including but not limited to (i) the Equal Employment Opportunity Act, (ii) the Occupational Safety and Health Act, (iii) the federal Fair Housing Act, (iv) all laws of any state where any Project is located regarding employment and the provision of labor and services, unfair employment and/or occupational or workplace safety and health, (v) all laws, ordinances and regulations relating to undocumented workers, (vi) all laws, ordinances, and regulations relating to pesticides, asbestos, and all other hazardous materials, including but not limited to right-to-know laws and notification requirements, and (v) applicable guidance issued by local, state, or federal health agencies, in connection with the performance of this PO.

8. Confidential Information. 

Any information, ideas, concepts, designs, discussions, work papers, memoranda, photographic materials, draft and final reports, employee or customer information, and other documents and materials provided to Supplier, whether orally or in writing, ("Confidential Information") by or on behalf of Cortland, are the exclusive property of Cortland and strictly confidential and shall not be used or discussed by Supplier in any manner, except as required to to fulfill this PO or as required to comply with applicable law. Supplier shall use reasonable and appropriate technical, organizational and physical measures to protect Confidential Information against destruction, loss or unauthorized access, use or disclosure.  Unless Supplier obtains Owner’s prior written permission to do so, (i) Supplier shall not publicize or disclose to any third party (except to employees and consultants of Supplier to the extent reasonably necessary to fulfill this PO or provide the goods and/or service outlined in this PO) the fact that Cortland and Supplier have this PO or the details of same, and (ii) Supplier shall not use Cortland's name, trade name, trademark, or logos for any purpose, including without limitation, in connection with Provider’s publicity, marketing or business pursuits.  Provider shall immediately notify Cortland of any actual or suspected destruction, loss or unauthorized access, use or disclosure of Confidential Information of which Supplier becomes aware. Supplier shall ensure that all of Supplier’s Representatives agree to and abide by the foregoing. 

9. Data Privacy.

The standard data privacy terms and conditions, as listed under INSERT LINK and as such standard data privacy terms and conditions may be amended, modified, or updated from time to time, are incorporated in this Agreement by reference and Supplier shall fully comply with such standard data privacy terms and conditions.

10. Use of Trade Names, Marks, Etc.

Supplier acknowledges and agrees that it will not use Cortland's (including Cortland's subsidiaries’ and affiliates’), trade name, trademarks, or logos in any manner or for any purpose except with prior written approval of Cortland, including, without limitation, in any Client list, website, press release, brochure, advertisement or the like. Any other use is specifically prohibited and is cause for immediate termination of this Agreement. 

11. Indemnification. 

Supplier shall indemnify, defend, and hold harmless Cortland, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Supplier’s breach of this PO or these Terms and Conditions; (b) Supplier’s negligence or willful misconduct; or (c) any claim that the goods or services infringe or misappropriate any intellectual property right or other proprietary right of a third party.

12. Insurance Requirements

Supplier shall purchase and maintain the following insurance for the entire duration of the provisions of goods and/or performance of services under this PO and for no less than two (2) years thereafter. 

INSERT

Supplier's obligations to maintain insurance are separate from and independent of, and do not limit and are not limited by, Supplier’s obligation to indemnify, defend, protect and hold harmless Cortland and the Indemnitees.  This provision shall survive any termination of this PO.

13. Limitation of Liability

IN NO EVENT SHALL CORTLAND BE LIABLE TO SUPPLIER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF USE), WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS PO OR THE GOODS AND SERVICES DESCRIBED IN THIS PO, EVEN IF CORTLAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CORTLAND’S TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER OR RELATING TO THIS PO SHALL NOT EXCEED THE TOTAL AMOUNT PAYABLE BY CORTLAND UNDER THIS PO.

14. Termination.

Cortland may terminate this PO, in whole or in part, at any time, with or without cause, upon 30-day prior written notice to Supplier. In the event of termination for convenience, Cortland’s sole liability shall be to pay Supplier for goods delivered and accepted, and/or services properly performed, as of the effective date of termination.

15. Governing Law.

This PO and these Terms and Conditions shall be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to any conflict of laws principles. The parties agree that any disputes arising between them in connection with this PO or the Master Agreement or the Services provided thereunder shall be determined by binding arbitration. Furthermore, the parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia.

16. Attorneys' Fees. 

The parties agree that the prevailing party in any dispute under this PO shall be entitled to an award of attorneys’ fees and expenses, including but not limited to experts’ and consulting fees, and costs of arbitration, as awarded by the arbitrator(s) or a court of competent jurisdiction. 

17. No Agency.

Supplier is an independent contractor.  Nothing in this PO shall create an employment, agency, joint venture or partnership relationship between the parties.  Supplier has no right to bind Cortland in any manner except to the extent that Cortland specifically authorizes Provider to do so in writing and in regard to any application or other matter required as a part of the provision of goods or services.

18. Notices. 

Any and all notices, demands, requests, approvals and other communications under this PO shall be in writing and shall be given by hand delivery or by courier or overnight delivery service, addressed as set forth below each party’s signature or to such other address or addresses as either party may designate by written notice to the other in accordance with this Section.  Notices shall be deemed delivered as of the date of delivery via hand delivery, or via overnight courier’s or delivery service’s proof of delivery, as the case may be.  Notice given by facsimile or any method other than as specified above shall not be effective.

19. Severability. 

If any portion of this PO shall become invalid, illegal or unenforceable, the remaining portions of such document or instrument shall not be affected thereby and shall remain in force and effect to the fullest extent permissible by law.

20. No Waiver. 

No waiver of any breach or default of either party hereunder or any documents or instruments executed pursuant hereto shall be implied from any delay or omission by the other party to take any action on account of such default if such default persists or is repeated, and no express waiver of a breach or default on one occasion shall constitute a waiver of any other breach or default unless otherwise specified in an express written waiver.

21. Survival. 

All releases, waivers, indemnities and all other obligations, representations and warranties of Supplier, which by their nature are required or intended to be performed after the expiration or termination of this PO, shall survive the expiration or termination of this PO until the expiration of the applicable statute of limitations or such obligations are otherwise performed in full.  This PO shall also survive for the purpose of governing any dispute between the parties regarding the Services.  Survival of any release, waiver, obligation, warranty or guaranty as provided above shall not serve or be deemed to constitute a waiver by Cortland of any right or remedy of Cortland under this PO and shall not serve or be deemed to extend any time or date by which a condition is to be satisfied, or an obligation is to be performed by Supplier.

22. Services Prior to Execution. 

The parties agree that to the extent any portion of the goods and services were provided or performed prior to the date in which this PO was entered pursuant hereto and not pursuant to any other written agreement between the parties, all of such activities and services shall be governed by the terms and conditions of this PO and shall be deemed to be a part of the Services. 

23. Entire Agreement. 

This PO, together with the Master Agreement (if applicable), the entire agreement between them regarding the subject matter hereof, and all prior and contemporaneous agreements, representations, negotiations, and understandings of the parties hereto, oral or written, are hereby superseded and merged herein.  The parties may modify the terms of this PO only by a written amendment approved and executed by both parties.