1. GENERAL: The Stony Brook Regional Sewerage Authority (“Buyer”) has issued this document as permission for the Vendor to ship goods or perform services as indicated on the front of this document and according to the terms and conditions of the informal solicitation of quotations for the performance of services or the supply of goods, Invitation to Bid, Specifications, Bid and attachments thereto, Award, and Federal and State law and regulation.

2. INCORPORATION AND INTERPRETATION: The terms and conditions of any solicitation of quotations for the performance of services or the supply of goods, Invitation to Bidders, Bid, Award, and all specifications, drawings, technical information and all applicable Federal and State laws and regulations are incorporated herein and made a part hereof by reference. This Purchase Order and the terms of the aforementioned are intended to supplement one another. In the event of a conflict between this Purchase Order and any solicitation of quotations for the performance of services or the supply of goods, Invitation to Bidders, Bid, Award, and/or any specifications, drawings, or technical information, this Purchase Order shall control. All modifications to the terms of this Purchase Order shall be subject to Buyer’s approval.

3. PAYMENT TERMS: Payment terms shall be in accordance with the NJ Prompt Payment Act (N.J.S.A. 2A:30A-1, NJSA 2A:30A-2 and NJSA 40A:11-16.2). If the NJ Prompt Payment Act is not applicable, requests for Payment must be submitted on properly completed purchase order forms, with supporting information, no less than seven (7) working days prior to the date of the scheduled Buyer’s Board Meeting, to be considered for payment. Payment of properly completed purchase order forms shall be made within five (5) working days of approval by the Buyer’s Board. Any payment, or such portion thereof, that is disputed by the Buyer shall not be paid until such dispute is resolved, and no interest or fees shall accrue on any amount disputed by the Buyer.

4. VENDOR’S ACCEPTANCE: Vendor’s written acceptance or commencement of work or shipment or delivery of items shall constitute acceptance by the vendor of this purchase order, its terms and conditions and applicable law.

5. ALTERATIONS OR AMENDMENTS: No alterations, amendments, changes, modifications or additions to this Purchase Order shall be binding on Buyer without the prior written approval of Buyer.

6. ASSIGNMENTS OR SUB-CONTRACTING: Vendor shall not assign this agreement, its obligations or rights hereunder to any party, company, partnership, incorporation or person without the prior written consent of Buyer. Vendor shall not sub-contract this Purchase Order to any other vendor without the prior written consent of Buyer.

7. WARRANTY: Vendor expressly warrants to Buyer that all items delivered and all services rendered shall conform to the informal solicitation, specifications, drawings, bid and/or other descriptions furnished and/or incorporated by reference, and will be fit for the particular purpose purchased, of merchantable quality, good workmanship, and free from defects in material and workmanship and to be of the quality, quantity, size and dimensions ordered. These express warranties shall not be waived by reason of acceptance or payment by the Buyer. Vendor extends to Buyer all warranties allowed under law. Vendor shall provide copies of warranties to the Buyer with invoice. Return of merchandise not meeting warranties shall be at vendor’s expense.

8. PACKING LISTS: An itemized packing list, bearing Purchase Order number shall be attached to the outside of every shipping package or container.

9. BUYER’S INSPECTION AND ACCEPTANCE: Buyer reserves the right to (i) reject any or all items not in conformance with applicable specifications, (ii) reject delivery and/or cancel this order or any installment under it, upon failure to ship the order within the time or times specified, or upon failure to ship the quantity or quality ordered, and Vendor assumes the costs associated with such nonconformance. Acceptance of goods does not constitute a waiver of latent or hidden defects or defects not ready detectable by a reasonable person under the circumstances. Unless the Purchase Order expressly states otherwise, all goods shall be shipped FOB: 290 River Road, Princeton, NJ 08540. Risk of loss shall not pass to Buyer until goods called for in this Purchase Order have been received and accepted by the Buyer at the destination specified herein. Vendor assumes full responsibility for packing, crating, marking, transportation and liability for loss and/or damage even if Buyer has agreed to pay freight, express or other transportation charges.

10. INDEMNITY AND HOLD HARMLESS: From and after the date of this Purchase Order, the Vendor agrees to indemnify, defend and hold harmless the Buyer from any and all claims and liabilities, regardless of by whom such claim or liability may be asserted, for personal injury (including death), or loss or damage to property, or any claims which may be made against Buyer for breach of any and all express or implied warranties, or liability for product defects or liability for patent infringement claims, or otherwise that may result directly or indirectly from the use, possession or ownership of the goods or from the services provided by Vendor pursuant to this Purchase Order.

11. COMPLIANCE WITH LAWS AND REGULATIONS: This Purchase Order shall be governed by the laws of the State of New Jersey. Vendor agrees to keep himself informed of, and to comply with, all applicable federal, state, county and local laws, ordinances and regulations, including, but not limited to, the provisions of Title II of the Americans With Disabilities Act of 1990, 42 U.S.C. 12101 et seq., the discrimination and affirmative action provisions of the New Jersey Law against Discrimination, N.J.S.A. 10: 2-1, et seq., and N.J.S.A. 10:5-31 et seq., and the rules and regulations promulgated pursuant thereto, as applicable; the New Jersey Prevailing Wage Act, N.J.S.A. 34:11-1 et seq. ., and the rules and regulations promulgated pursuant thereto, as applicable; and N.J.S.A. 40A:11-18 and N.J.S.A. 52:33-1 et seq., which provides that United States products, wherever available, shall be used in the performance of any public works contracts.