PURCHASE ORDER INSTRUCTION, TERMS AND CONDITIONS

  1. Lunda Construction Company is an Equal Opportunity Employer committed to equal opportunity and affirmative action and will not discriminate against or harass any employee or applicant for employment because of race, color, creed, ancestry, national origin, age, sex, handicap or disability, arrest/conviction record, marital status, honesty testing, pregnancy or childbirth, genetic testing, sexual orientation, military reserve membership and outside use of lawful products in the selection and retention of subcontractors, including procurements of materials and leases of equipment. We expect your company to comply with the Affirmative Action Policy.
  2. DEFINITIONS: As used herein, the term “Contractor” or “Buyer” refers to Lunda Construction Company; and the term “Contract Documents” refers to documents of the Contract between Contractor and the Owner, including specifications, addendums, plans, drawings, other documents, samples or other description (“Contract”). The term “Seller” refers to you as a supplier or merchant.
  3. Seller Agrees to procure and maintain statutory Workers Compensation Insurance Coverage, General Liability Insurance, Automobile Insurance Coverage and such other coverages as may be appropriate, all with limits adequate to protect the interests of the Buyer and Seller as follows:
    The following special provisions apply to the insurance required for this project and two Certificates of Insurance must be submitted to Lunda Construction Company, prior to commencing work on this project, showing that these special requirements have been met.
    1. MINIMUM LIMITS AND COVERAGES
      1. Worker's Compensation
        Employer's Liability
      		Statutory Limits
      $500,000/$1,000,000
      1. Comprehensive General Liability
        Bodiliy Injury and

      $1,000,000 C.S.L. or
        COVERAGE MUST BE EXTENDED TO SOLE PROPRIETORS, PARTNERS AND EXECUTIVE OFFICERS OF CLOSELY HELD CORPORATIONS.
        Property Damage
      		 $1,000,000/$1,000,000 B.I.
      $1,000,000 P.D.
        Extended Coverages Required
        Broad Form Property Damage
        Broad Form Contractual Liability
        Completed Operations
        Personal Injury

      Premises-Operations
      Damage Due to Collapse
      Damage to Underground Facilities
      Damage to Blasting
      1. Automobile Liability
      2. Umbrella-Excess Liability
      		$1,000,000 C.S.L.
      $1,000,000 Each Occurrence
      $1,000,000 General Aggregate
      $1,000,000 Products/Completed Operations
    2. The Seller shall procure and carry all required insurance until the completion of the Contract. The Seller shall add the Contractor as an additional insured on Seller’s Automobile, General Liability and Umbrella Excess Liability policy. The Seller shall return to the Contractor, with the executed Purchase Order, a copy of the required insurance certificate containing the provision that the insured give contractor 30 days written notice by certified mail, of cancellation of Seller’s Insurance. Contractor shall not be obligated to pay Seller under the Purchase Order until said certificate of insurance is received by the Contractor. This provision shall not be waived should the Contractor at any time pay Seller prior to obtaining said certificate of insurance.
    3. The certificate shall contain policy numbers, effective dates, expiration dates, a statement noting the inclusion of Lunda Construction Company as an additional insured and be submitted to Lunda Construction Company prior to commencing any work on the project. Furthermore, renewal of the certificate must be sent without reminder.
    4. A copy of the additional insured endorsement on a form acceptable to Contractor shall be attached to the insurance certificate. Seller’s insurance policies shall be primary to all policies of the Contractor.
  4. Seller shall be bound to Buyer by the terms of this Purchase Order and by the terms of the Contract Documents. Seller shall assume toward Buyer all of the obligations and responsibilities which Buyer, by the Contract Documents, assumes toward the Owner, insofar as applicable to this Purchase Order, provided that where any provision of the Contract Documents is inconsistent with any provision of this Purchase Order, the terms of this Purchase Order shall govern.
  5. CHANGES: Buyer reserves the right to make changes at any time in any one or more of the following: specifications, place of delivery and time of delivery. Any claim by Seller for adjustment under this clause shall be deemed waived unless made in writing within ten (10) days of receipt by Seller of the change.
  6. CASH DISCOUNT TERMS: Indicate Cash Discount Terms on the invoice. Discount period will be calculated from date invoice is received at Buyer’s office or the date of receipt of materials, whichever is later, or as otherwise specified on this Purchase Order.
  7. ROUTING: On freight shipments use routing specified; otherwise, any extra expense will be charged to shipper. If not specified, ship in least expensive manner consistent with delivery requirements.
  8. DELIVERY: Delivery shall be made as specified and strictly in accordance with the delivery requirement during normal working hours (or, in the case of services, within the time specified) as stated on this Purchase Order. Delivery shall not be deemed to be complete until the items have been actually received and accepted by Buyer.
  9. NO MODIFICATIONS OF OFFER: (a) None of the terms and conditions contained in this Purchase Order may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of the Buyer and delivered by Buyer to Seller. (b) The Seller agrees that acceptance of this offer means acceptance of all and only the terms, instructions and conditions stated herein, to the absolute exclusion of any different or additional terms, proposed by the Seller.
  10. PRICE: This Purchase Order must not be filled at a higher price than specified without the Buyer’s specific authorization.
  11. EXCESS GOODS: Goods delivered in a quantity exceeding that specified on the face of this Purchase Order shall be subject to rejection by the Buyer and may be returned to the Seller at the Seller’s expense.
  12. WARRANTIES: The Seller assumes the responsibility for obtaining and examining the Contract Documents. Seller expressly warrants that all the articles, materials and work covered by this Purchase Order will conform to the Contract Documents, will conform to any specification, plans, drawings, samples or other description furnished or adopted by the Buyer and will be free from defects in material and workmanship, whether or not the articles, materials or work are ordered pursuant to the aforementioned documents, samples or other description. Seller warrants that all articles and materials will be merchantable, fit and sufficient for the intended purpose. Seller warrants that all articles, materials and work covered by this Purchase Order shall comply with all Local, State, and Federal Safety and Health standards included but not limited to O.S.H.A. and A.N.S.I. All warranties shall survive delivery and shall not be deemed waived either by reason of the Buyer’s acceptance of said articles, materials or work or by payment for them.
  13. INSPECTION AND ACCEPTANCE: All goods shall be received subject to the Buyer’s right of inspection and rejection and subject to the approval by the Owners authorized agent. Seller shall furnish to Buyer such shop drawings, layouts, test results, material lists, samples and other documents (referred to as “submittals”) as may be required by the Contract Documents. Acceptance of the goods by the Buyer and/or Owner shall not relieve Seller from any of the Seller’s obligations and warranties hereunder. In no event shall payment be deemed to constitute acceptance. Buyer may perform a cursory review of the submittals for the limited purpose of facilitating a pass-through of the submittals to the owner for the owner’s review. Buyer’s review of the submittals shall not be construed as a complete review or approval, nor shall it relieve Seller from Seller’s responsibility for errors of any sort therein, or from the necessity of furnishing any work required by the Contract Documents which may have been omitted by Seller.
  14. FIELD PROBLEMS: Should field problems arise relating to the use of any materials covered by this Purchase Order, the Buyer shall determine if the project allows sufficient time for the Seller to repair or modify such problems. In order to maintain the project schedule, the Buyer may make any necessary repairs or modifications or hire a third party to do such work. The Seller will be responsible for all costs associated with any repairs or delays resulting from such problems.
  15. DEFECTIVE GOODS: If any of the goods fail to meet the warranties contained herein, the Seller, upon notice thereof from Buyer, shall promptly correct or replace the same at Seller’s expense.
  16. DAMAGES: In addition to any other liability incurred by the Seller under the terms of this Purchase Order, Seller shall be liable for incidental and consequential damages (including attorneys fees and liquidated damages) resulting from delays in delivery, from the breach of any warranties, from defective goods and from any other breach of the terms and conditions of this Purchase Order. Buyer may offset against any sums due Seller hereunder the amount of any liquidated or unliquidated obligations of Seller to Buyer, whether or not arising out of this Purchase Order.
  17. ERRORS: Buyer reserves the right to correct, at any time prior or subsequent to acceptance of this Purchase Order by Seller, any and all stenographic or arithmetic errors which may appear herein or in any document relating to the transaction pursuant hereto.
  18. DISPUTE RESOLUTION: All provisions, terms, and conditions contained in this Purchase Order shall be interpreted under Wisconsin law. This Purchase Order was created and entered into in Wisconsin. If alternative dispute resolution, including, without limitation, arbitration or mediation, is provided for in the Contract Documents, any dispute arising between Buyer and Seller under this Purchase Order, including the breach thereof, shall be settled by such alternative dispute resolution procedures in the manner provided for in the Contract Documents. In the sole discretion of Buyer, all other disputes arising between Buyer and Seller under this Purchase Order shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. A demand for arbitration shall be made within a reasonable time after the claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim would be barred by the applicable statute of limitations. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. If Buyer decides not to arbitrate a dispute then the dispute shall be litigated. Unless otherwise agreed in writing, Seller shall continue Purchase Order work and make delivery dates during any dispute resolution.
  19. SELLER’S EMPLOYEES: If any employee of Seller visits the site of the project, Seller shall be solely responsible for the safety and welfare of its employees; and Seller shall defend and indemnify Buyer from any claims made against Buyer by Seller’s employees on account of injuries alleged to have been suffered while on the site of the project.
  20. MATERIAL SAFETY DATA SHEETS: Seller must supply (1) current and lawfully completed Material Safety Data Sheets (MSDS) for each product supplied.
  21. INDEMNIFICATION: Seller agrees to fully indemnify, defend and save harmless and to settle all liens, claims and legal actions brought against Lunda Construction Company, its employees, agents, insurer and bonding company for any and all accidents, injuries, damages and defects caused by or in any manner connected with the actions, negligence or work of the Seller, Seller’s agents and employees and Seller’s delivery agents to the extent allowed by law.
  22. The Seller agrees that the terms and conditions of this Purchase Order and the performance required herein will be considered non binding, null and void if the project owner or Prime Contractor fails to award and enter into a Contract with Lunda Construction Company, or if the owner or Prime Contractor fails to approve of the Seller.
  23. If any part of this Purchase Order is declared invalid under governing law, the balance of the Purchase Order shall remain in full force and effect.