EMJ HOSPITALITY
2034 Hamilton Place Blvd STE 400
Chattanooga, TN 37421
Telephone:
Facsimile:
423-855-1550
423-855-6857
PURCHASE ORDER
Date:
Date of Issuance
Supplier:
Supplier
Address
City, State, Zip
Contact:
Telephone:
Facsimile:
Purchase Order:
Contact Name
Phone
Fax
Purchase Order Number
Purchaser::
EMJ HOSPITALITY
Agreement:
The Supplier agrees to furnish:
Item
Phase
Description (See Exhibit B)
1
Phase Code
Lump Sum Price
Description
PO Amount
Unless specifically excluded herein, this subcontractor shall perform all Electronic Lock Work Installation work including, but
not limited to that specified in Division 00 and 01, and 08 of the Specifications and as presented in the contract documents
listed in the attached Exhibit ''A''.
Project:
Project Name
Delivery Location:
Address, City, State, Zip
Job Superintendent:
Superintendent’s Name
Telephone:
Superintendent’s Telephone Number
Price:
Purchaser shall pay Supplier the total sum of $
XX,XXX Dollar Amount And 00/100 for providing the material and/or
equipment as identified above and that Supplier warrants are in accordance with the Contract Documents (see Exhibit A
attached). Prices stated on this Purchase Order include shipping/freight and Includes (Or Exlcudes) all applicable sales
and use taxes.
Acceptance of
Contract:
Acceptance of this Purchase Order shall be limited to the terms and conditions stated herein, and any additional or different
terms conditions or instructions proposed by Supplier are rejected by Purchaser unless expressly assented to in writing by
Purchaser. Supplier shall be bound by this Purchase Order when it executes and delivers the original copy or when it
delivers to Purchaser any of the materials or equipment or renders for Purchaser any of the incidental services ordered.
Extent of
Agreement:
To the extent incidental services are performed by Supplier under this Purchase Order for the sale of goods, such incidental
services shall be regarded as goods unless applicable to a separate Subcontractor Agreement with the Purchaser. Nothing
in this Purchase Order shall be construed to create a contractual relationship between persons or entities other than the
Purchaser and Supplier. Except as otherwise provided in the contract between Owner and Purchaser for the Project (“Owner
Contract”), this Purchase Order is solely for the benefit of the Parties, represents the entire and integrated agreement
between the Parties, and supersedes all prior negotiations, representations, or agreements, either written or oral.
Changes:
Purchaser shall have the right at any time to make changes in specifications, drawings or other data incorporated in this
Purchase Order, methods of shipment or packing, place of delivery, and time of delivery. Any difference in price resulting
from such changes shall be equitably adjusted and this Purchase Order shall be modified in writing accordingly.
Drawings and
All drawings, specifications and other data submitted to Supplier and referred to in Exhibit A are incorporated herein and
Purchase Order #: Purchase Order Number
Page 1
(Revised 06/2013)
EMJ HOSPITALITY
2034 Hamilton Place Blvd STE 400
Chattanooga, TN 37421
Telephone:
Facsimile:
423-855-1550
423-855-6857
Specifications:
made a part of this Purchase Order. In addition, the general provisions of the Owner Contract, including requirements for
submittals and payment applicable to materials or equipment to be provided under this Purchase Order, and any safety
requirements of the Purchaser are attached and incorporated by reference. All materials and equipment furnished shall
conform to the drawings, specifications, and other information incorporated herein.
Submittals:
The Supplier shall promptly submit for approval to the Purchaser all shop drawings, samples, product data, manufacturers’
literature and similar submittals required by the Purchase Order. The Supplier shall be responsible to the Purchaser for the
accuracy and conformity of its submittals to the Purchase Order. The Supplier shall prepare and deliver its submittals to the
Purchaser in a manner consistent with Purchaser’s direction and Exhibit B and in such time and sequence so as not to delay
the Purchaser or Owner in the performance of the Owner Contract. The approval of any Supplier submittal shall not be
deemed to authorize deviations, substitutions or changes in the requirements of the Purchase Order unless express written
approval is obtained from the Purchaser and Owner authorizing such deviation, substitution or change. In the event that the
Owner Contract does not contain submittal requirements pertaining to the Purchase Order, the Supplier agrees upon
request to submit in a timely fashion to the Purchaser for approval any shop drawings, samples, product data,
manufacturers’ literature or similar submittals as may reasonably be required by the Contractor, Owner or
Architect/Engineer. The Purchaser and Owner are entitled to rely upon the adequacy, accuracy and completeness of any
professional certifications provided by Supplier or otherwise required by the Purchase Order concerning the performance
criteria of systems, equipment or materials, including all relevant calculations and any governing performance requirements.
Schedule:
Time is of the essence of this Purchase Order. In consultation with the Supplier, Purchaser shall instruct Supplier regarding
a coordinated schedule, and coordinate such with Supplier. Supplier shall furnish and deliver materials or equipment
indicated herein in strict accordance with such schedule.
Shipping:
Shipping instructions furnished by Purchaser shall be strictly complied with and shall be considered a part of this Purchase
Order. Supplier shall give Purchaser forty-eight (48) hours notice prior to the delivery of any materials or equipment. Any
provisions for delivery of materials or equipment by installment shall not be construed as making the obligations of Supplier
severable. Shipments sent C.O.D. without the Purchaser’s written consent may be rejected and shall be at Supplier’s risk.
Risk of loss and/or damage shall be upon Supplier until the materials or equipment are physically delivered to Purchaser at
the Project or other authorized destination, unless otherwise agreed to in writing and signed by Purchaser, or if covered by
project all risk or equivalent insurance.
Material Safety Data
Sheets (MSDS):
Supplier shall submit to the Purchaser all Material Safety Data Sheets required by law for materials or substances sold to
Purchaser.
Inspection:
Except as otherwise provided in this Purchase Order, all shipments shall be subject to final inspection by Purchaser after
receipt by Purchaser at destination. Shipments shall be accompanied by detailed delivery tickets to assist the Purchaser in
its inspection. Purchaser shall have the right to reject and refuse acceptance of materials or equipment that are not in
accordance with specifications, drawings or other data identified herein or Supplier’s warranty as provided herein. Purchaser
may deduct from any amount owed to Supplier under this Purchase Order the reasonable cost of inspecting materials or
equipment rejected. Materials or equipment not accepted shall, at Purchaser’s option be (a) returned to Supplier at
Supplier’s expense; (b) held by Purchaser at Supplier’s expense; (c) held by Purchaser for an equitable reduction in price;
(d) repaired by Purchaser at Supplier’s expense. Payment for any materials or equipment shall not constitute acceptance.
Purchaser shall have the right to inspect all materials or equipment during any stage of manufacture or production by
Supplier or Supplier’s supplier(s), to audit quality assurance programs, and to otherwise assure quality control in the
production and manufacture of the materials or equipment hereunder by Supplier or Supplier’s supplier(s), and Supplier shall
provide reasonable access, facilities, and assistance for the safe and convenient inspection and/or audit at Supplier’s plant
or its supplier(s)’ plant. Acceptance by Purchaser shall not constitute acceptance as to latent or hidden defects not subject to
discovery upon reasonable inspection.
Default:
Supplier shall be in default of the Purchase Order if it (i) fails to deliver items and materials required within the time provided
under this Purchase Order or any mutually agreed upon extension of time; (ii) fails to perform any of the provisions of this
Purchase Order; (iii) fails to make progress so as to endanger performance of this Purchase Order in accordance with its
terms; (iv) becomes a debtor in a voluntarily or involuntarily bankruptcy, becomes insolvent, declares a liquidation of its
assets, makes a general assignment for the benefit of creditors, or otherwise acknowledges its insolvency; (v) fails to timely
pay its workers, subcontractors or suppliers; (v) fails to comply with the safety provisions of the Purchase Order or
disregards laws, rules, regulations or orders of any public authority having jurisdiction and such event is not cured within
forty-eight (48) hours following delivery of written notice by Purchaser. Upon a default, and in addition to any other remedies
available to it, Purchaser may: (i) remedy the default by providing such materials, tools, equipment, and/or supervision as
shall be deemed necessary by Purchaser to prosecute the scope of the Purchase Order with due diligence and deduct such
cost from any monies due Supplier under the Purchase Order; (ii) enter upon the Project, take possession of all materials or
other equipment of any kind whatsoever related to the Purchase Order; (iii) terminate the Purchase Order, but not waive or
release any rights or remedies against Supplier or its sureties and employ any and all persons and materials necessary to
complete the Purchase Order in a prompt and diligent manner; and/or (iv) take any other action Purchaser deems
appropriate. In any event, upon default, Supplier shall not be entitled to receive any further payment under this Purchase
Order until the Purchase Order is completely finished at which time, if the unpaid balance of the amount to be paid
Purchase Order #: Purchase Order Number
Page 2
(Revised 06/2013)
EMJ HOSPITALITY
2034 Hamilton Place Blvd STE 400
Chattanooga, TN 37421
Telephone:
Facsimile:
423-855-1550
423-855-6857
hereunder shall exceed the expense incurred by Purchaser in finishing the Purchase Order, and any costs associated
therewith, such excess shall be paid by Purchaser to Supplier. If such expense and cost exceeds such unpaid balance, then
Supplier shall pay the difference to Purchaser. The expense incurred by Purchaser shall include, but not be limited to, the
cost of furnishing materials and finishing the Purchase Order, along with any associated administrative costs deemed
appropriate by Purchaser, and any other damage incurred through the default of Supplier, including reasonable attorney’s
fees.
Termination for
Convenience:
Purchaser may, in its sole discretion, terminate the Purchase Order at any time for convenience (for any reason or no
reason at all) upon prior written notice to Supplier. In such event, Supplier shall be entitled to recover payment from
Purchaser for those portions of the Purchase Order actually executed (including reasonable profit and overhead on such
executed portion) in a reasonable and prudent business manner. Further, Purchaser may, by written order, suspend the
Purchase Order at any time for convenience (for any reason or no reason at all) for such period of time as Purchaser may
determine, in its sole discretion. An adjustment shall be made for increases in the cost and/or duration of performance of the
Purchase Order caused by suspension, delay or interruption. No adjustment shall be made, however, to the extent that
performance is, was or would have been so suspended, delayed or interrupted by another cause for which Supplier is
responsible, or that an equitable adjustment is made or denied under another provision of the Purchase Order or Contract
Documents.
Warranty:
In addition to any warranty in fact or implied by law, Supplier hereby expressly warrants that all materials or equipment
covered by this Purchase Order shall conform to the drawings, specifications, data, samples or other description, furnished
or incorporated as part of this Purchase Order and shall be fit and sufficient for the purpose intended, merchantable of good
material and workmanship and free from defect. Supplier specifically warrants and guarantees the materials or equipment
and shall make good at Supplier’s expense, any defect in materials or workmanship that may be discovered, excluding
ordinary wear and tear, abuse, lack of proper maintenance and modification not performed by Supplier. These warranties
shall survive inspection, acceptance and payment of and for said materials or equipment. These warranties shall extend to
the Purchaser, its successors, assigns, customer and users of its customers’ products and Supplier shall provide directly to
the ultimate users written evidence of these warranties as required.
Payment:
Payment for acceptable material or equipment shall be made by Purchaser in accordance with any terms indicated above
and after a) receipt by Purchaser of the executed original copy of this Purchase Order, and b) receipt of Supplier’s invoice. If
and when requested by Purchaser, Supplier shall promptly provide affidavits that all of Supplier’s suppliers have been paid,
and release of all liens either by Supplier or Supplier’s supplier(s) and claims executed by Supplier to Purchaser in a form
suitable to Purchaser. Such releases or waivers of lien may be conditioned upon payment. Prior to final payment, Supplier
shall provide to Purchaser copies of warranties, applicable manuals and all other close-out documents required for the
materials or equipment by this Purchase Order.
Insurance:
In the event that Supplier or its employees or agents are required to come onto Purchaser’s site in connection with the sale
of materials or equipment or the rendering of incidental services under this Purchase Order, including delivery of materials,
Supplier shall, prior to entrance on the Worksite or delivery of materials, purchase and maintain insurance that will protect it
from the claims arising out of its operations under this Purchase Order, including Worker’s Compensation Insurance,
Commercial General Liability and Automobile Liability Insurance. The Supplier shall maintain at least the limits of liability in a
company satisfactory to the Purchaser as set forth in Exhibit A.
Safety:
The Purchaser contracts with the Supplier as an independent contractor to provide all labor, materials, equipment and
incidental services necessary or incidental to perform this Purchase Order, subject as an employer to all applicable
unemployment compensation, occupational health and safety, or similar statutes. Supplier shall comply with all current
safety requirements of the Purchaser identified in this Purchase Order, as well as all federal, state and local laws and
regulations.
Indemnity:
To the fullest extent permitted by law, Supplier shall indemnify, defend and hold harmless Purchaser, Owner and their
agents, consultants, employees and others as required by this Purchase Oder from and against any and all liabilities
whatsoever for damages or injuries to persons or property which may be incurred by Purchaser by virtue of defective
materials or workmanship in the materials or equipment furnished, including all costs and reasonable attorneys’ fees
incurred. In addition, Supplier agrees to indemnify, defend and hold harmless Purchaser from any costs arising out of a
breach of warranty or incurred in connection with the enforcement of the warranty provided herein.
In the event that Supplier, its employees or agents are required to come onto Purchaser’s project site in connection with the
performance of this Purchase Order, without limiting Supplier’s obligations herein and to the fullest extent permitted by law,
Supplier shall indemnify, defend and hold harmless Purchaser, Owner and their agents, consultants, employees and others
as required by this Purchase Order from all claims for bodily injury and property damage that may arise out of the Supplier’s
presence on the Worksite in connection with the performance of this Purchase Order, but only to the extent of negligent acts
or omissions of Supplier or anyone employed directly or indirectly by Supplier or anyone for whose acts Supplier may be
liable.
Purchase Order #: Purchase Order Number
Page 3
(Revised 06/2013)
EMJ HOSPITALITY
2034 Hamilton Place Blvd STE 400
Chattanooga, TN 37421
Telephone:
Facsimile:
423-855-1550
423-855-6857
To the fullest extent permitted by law, Supplier shall indemnify, defend and hold harmless Purchaser, Owner and their
agents, consultants, employees and others as required by this Purchase Order from and against any and all claims or
damages it may incur due to Supplier’s failure to provide timely performance in accordance with this Purchase Order.
Patents:
Supplier shall indemnify, defend and hold Purchaser and Owner harmless from all suits or claims for infringement of any
patent rights or copyrights arising out of the use or sale of the materials or equipment purchased and shall pay and
discharge any and all judgments or decrees that may be rendered in any such suit, action or proceedings.
Compliance with
Laws:
Supplier shall comply with all federal, state and local laws, regulations, codes and ordinances (the “Laws”) applicable to
Supplier, Purchaser, and/or the incidental services covered by this Purchase Order, including but not limited to any such
Laws relating to health and safety of any person, the environment, hazardous substances, labor and employment,
immigration, disadvantaged business enterprises, and civil rights. Supplier shall be liable to Purchaser for all loss, cost and
expense attributable to any act or omission by the Supplier resulting from the failure to comply, including but not limited to,
any fines, penalties or corrective measures.
Assignment:
No assignment of this Purchase Order or of any right, obligation or interest in proceeds or any delegation of duty under this
Purchase Order shall be made without the express written consent of Purchaser’s authorized agent and any attempted
assignment or delegation without such consent shall be void.
No Waiver:
Purchaser’s failure to insist on performance of any term, condition, or instruction, or to exercise any right or privilege
provided in this Purchase Order, or its waiver of any breach, shall not thereafter waive any such term, condition, instruction,
and/or any right or privilege.
Governing Law:
This Purchase Order shall be governed by the law in effect at the location of the Project.
Disputes:
If a dispute arises out of or relates to this Purchase Order, the Parties shall endeavor to settle the dispute through direct
discussion. In the absolute discretion of Purchaser, disputes between the Purchaser and Supplier not resolved by direct
discussion may be submitted to mediation pursuant to the Construction Industry Mediation Rules of the American Arbitration
Association. The Parties shall select the mediator within fifteen (15) days of the request for mediation. If neither direct
discussions nor mediation successfully resolve the dispute, the Parties agree that Purchaser, in its absolute discretion, shall
determine to resolve the dispute through either arbitration pursuant to the Construction Industry Rules of the American
Arbitration Association unless the Parties mutually agree otherwise, or by litigation in either the state or federal court having
jurisdiction of the matter in the location of the Project.
COST OF DISPUTE RESOLUTION
The cost of any mediation proceeding shall be shared equally by the Parties
participating. The costs of any binding dispute resolution procedures shall be borne by the non-prevailing Party, as
determined by the adjudicator of the dispute.
VENUE
The venue of any binding dispute resolution procedure shall be the location of the Project, unless the Parties
agree on a mutually convenient location.
Joint Drafting:
The Parties expressly agree that this Purchase Order was jointly drafted, and that they both had opportunity to negotiate
terms and obtain assistance of counsel in reviewing terms prior to execution. This Purchase Order shall be construed neither
against nor in favor of either Party, but shall be construed in a neutral manner.
LEED
Acknowledgement &
Liability:
To the extent the Work incorporates “Green Building” principles and practices, SUPPLIER acknowledges that
representations it made regarding its knowledge of and experience with Green Building principles and practices including,
but not limited to, those associated with the LEED Rating System, constituted a material inducement in PURCHASER’S
decision to enter into this Agreement. Accordingly, at all times during the performance of the Work, SUPPLIER shall
maintain employees, subcontractors and suppliers knowledgeable about and experienced with Green Building principles and
practices. If, however, in the sole discretion of PURCHASER, any action or inaction on the part of SUPPLIER places the
LEED Certification for the Project at jeopardy, SUPPLIER shall promptly take all actions reasonably necessary to correct the
circumstances, including, but not limited to, replacing materials and equipment that do not meet LEED requirements, and
removing and redoing any portion of the Work that does not meet LEED requirements. To the fullest extent permitted by law,
SUPPLIER shall indemnify, defend and hold harmless Indemnitees from and against all claims, actions, damages and
losses that may arise from the Work and a failure to obtain LEED Certification for the Project, including reasonable
attorneys’ fees, costs and expenses, but only to the extent caused by the acts or omissions of SUPPLIER, its subcontractors
or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable.
Purchase Order #: Purchase Order Number
Page 4
(Revised 06/2013)
EMJ HOSPITALITY
2034 Hamilton Place Blvd STE 400
Chattanooga, TN 37421
Telephone:
Facsimile:
423-855-1550
423-855-6857
By the signature below, the undersigned represents that he or she is duly authorized to execute this Purchase Order on
behalf of the SUPPLIER. SUPPLIER is:
Authority
_____
an individual whose signature and address appears below.
_____
a partnership, full names of all Partners being:
_____
a corporation incorporated under the laws of the State of _____ for whom___________________ is authorized to
sign contracts.
SUPPLIER
PURCHASER
COMPANY’S NAME
EMJ HOSPITALITY
By
By
Title
Vice President
Officer/Owner
Witness:
Witness:
Date:
Date:
Purchase Order #: Purchase Order Number
Page 5
(Revised 06/2013)
EMJ HOSPITALITY
2034 Hamilton Place Blvd STE 400
Chattanooga, TN 37421
Telephone:
Facsimile:
423-855-1550
423-855-6857
EXHIBIT B:
Purchase Order #: Purchase Order Number
Page 6
(Revised 06/2013)
EMJ HOSPITALITY
2034 Hamilton Place Blvd STE 400
Chattanooga, TN 37421
Telephone:
Facsimile:
423-855-1550
423-855-6857
SUPPLIER
PURCHASER
COMPANY’S NAME
EMJ HOSPITALITY
By:
By:
Title:
Title:
Vice President
Officer/Owner
Witness:
Witness:
Date:
Date:
Purchase Order #: Purchase Order Number
Page 7
(Revised 06/2013)