View our company's Supplier PO Terms and Conditions below.
Important: Show Customer's Order Number on all packages. Show Graybar's Purchase Order Number on all bills of lading and shipping papers. If multiple Purchase Orders are included in the same shipment, all items must be marked with the appropriate Purchase Order number. If a carton or package includes multiple items or Purchase Orders, each line item shall be boxed or bagged separately, and indicate catalog number, quantity, and Purchase Order number.
Special Instructions:
Render invoices within 24 hours after shipment; otherwise mail shipping notice promptly. Invoices must show purchase order number, through routing and weight. Goods supplied under this order is purchased F.O.B. destination unless otherwise agreed upon. When sold F.O.B. point of origin and shipped prepaid as instructed on our order, attach the original receipted freight bill and forward Original Bill of Lading or Express Receipt to the respective invoices. On request, Supplier agrees to furnish valid, complete and legible signed delivery receipts as to all goods shipped or consigned for shipment to Graybar customer by Supplier or at Supplier's direction.
Conditions of Purchase:
Entire Agreement
The purchase order is limited to the terms and conditions contained on the face hereof and these Terms and Conditions. Any additional or different terms are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. No charge allowed for packing, freight or insurance unless agreed upon.
Warranty
By accepting this purchase order Supplier hereby warrants that the goods to be furnished hereunder will be free from defects in materials, workmanship, and design and in full conformity with the specifications, drawings or samples and any services will be performed in accordance with the specifications and descriptions provided and agree that this warranty shall survive acceptance of the goods or services.
Delivery
Supplier shall be responsible for any costs or expenses incurred by Graybar or charged to Graybar in connection with the inspection, receipt, transportation and care and custody of rejected, non-conforming, or defective goods supplied under this purchase order.
Liability
Supplier agrees to indemnify, defend and hold Graybar harmless from all losses, claims, damages, liabilities, and suits, including those for consequential or special damages, arising out of goods or services supplied under this purchase order, including delayed delivery, except to the extent due to Graybar’s negligence or the negligence of Graybar’s employees, agents, or servants. Supplier agrees to indemnify, defend and hold Graybar harmless from and against any and all losses, claims, damages, liabilities, and expenses (including, but not limited to, attorney's fees and expenses), of whatever kind and character, arising out of injury to any person(s) or damage to property of any person(s), firm(s), or corporation(s), caused or occasioned, or claimed to be caused or occasioned, or contributed to by any act, omission, fault or negligence of Supplier’s or anyone acting in Supplier’s behalf, or by reason of, or any fault or defect in, any of the goods or services supplied under this purchase order and to defend Graybar against any and all actions, suits or proceedings in respect thereof.
Infringement
By accepting this purchase order, Supplier hereby guarantees that the goods or services to be furnished hereunder will not infringe any valid intellectual property right, and that Supplier will, at Supplier’s own expense, defend any and all claims and suits alleging such infringement, and will indemnify and hold Graybar, our customers, and those for whom Graybar may act as agent in the purchase of said goods or services harmless from all loss, damage, expense and liability on account of any such infringement.
Pricing
It is understood and agreed that Supplier will not charge, without Graybar’s consent, a higher price for the goods or services called for by this purchase order than was last quoted or charged to Graybar by Supplier.
Waiver
It is agreed by the parties that the waiver or acceptance by either party of any breach of the terms of this purchase order shall not relieve the breaching party of responsibility hereunder for any prior or subsequent breach.
Compliance With Law
Supplier represents and warrants that it and the goods shall comply at all times in all material respects with the requirements of all laws, orders, statutes and regulations applicable to Supplier, including without limitation Section 889 of NDAA 2019, and all product warning and labeling requirements for goods, including the California Safe Drinking Water and Toxic Enforcement Act of 1986, otherwise known as Prop. 65. Supplier represents and warrants that it and the goods shall comply at all times in all material respects with the requirements of all laws, orders, statutes and regulations applicable to Supplier, its business activities, including without limitation Section 889 of NDAA 2019, and all product warning and labeling requirements for goods, including the California Safe Drinking Water and Toxic Enforcement Act of 1986, otherwise known as Prop. 65. Supplier hereby certifies that these goods were produced in compliance with all applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. This purchase order is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, and the Vietnam Veterans' Readjustment Assistance Act of 1974, as amended. Graybar is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws. Supplier agrees to comply with the Foreign Corrupt Practices Act, as amended, ("FCPA") (15 U.S.C. § 78dd-1, et. seq.), regardless of whether Supplier is within the jurisdiction of the United States; and Supplier shall neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value received from Graybar to a public official or any person in violation of the FCPA and/or of any applicable country laws relating to anti-corruption or anti-bribery. Supplier represents and warrants that Supplier is and shall at all times remain in compliance with all laws administered by the U.S. Treasury Office of Foreign Assets Control or any other governmental entity imposing economic sanctions and trade embargoes against designated countries, entities and persons.
Insurance
Supplier agrees to provide and maintain the following insurance coverages: General Liability, adding Graybar as Additional Insured: for products, CG 20 15; for services, CG 20 10 and CG 20 37, and if on-site services are provided Auto Liability and statutorily required Workers’ Compensation. All policies are primary/non-contributory and include a waiver of subrogation, if allowed by law. Supplier shall provide an acceptable certificate of insurance upon execution of this purchase order and thereafter upon renewal of each insurance policy. All policies shall be written by reputable insurers with an A.M. Best rating of A-VII or better.
Jurisdiction and Venue
This agreement shall be governed by the laws of the State of Missouri applicable to contracts to be formed and fully performed within the State of Missouri, without giving effect to the choice or conflicts of law provisions thereof. All suits arising from or concerning this agreement shall be filed in the Circuit Court of St. Louis County, Missouri, or the United States District Court for the Eastern District of Missouri, and no other place unless otherwise determined in Graybar’s sole discretion. Supplier hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof.
Software
To the extent applicable to the goods provided hereunder, Supplier represents and warrants that the goods shall not contain public source, freeware, shareware, free or open source software, or any modification or derivative thereof, including any software licensed pursuant to any GNU general public license or lesser general public license ("FOSS"), including any FOSS incorporated into, integrated or bundled with any goods, including those obtained from a third party licensor, unless otherwise expressly described and identified by Supplier to Graybar at the time of quote or otherwise provided in advance of any purchase order ("Permitted FOSS" ). Supplier shall not incorporate any FOSS into the goods unless the corresponding license terms grant to Graybar a non-exclusive, perpetual, fully paid-up, royalty-free, worldwide, transferable license to distribute and for end users to use, operate and maintain such goods. Notwithstanding the foregoing, licensed goods may contain permissive FOSS provided that no license fees will be charged for end-customer’s use. All applicable original copyright notices and a copy of each applicable license text for all licensed goods containing permissive FOSS will be provided to Graybar in the documentation supplied with any licensed goods containing permissive FOSS.
Cancellation
Graybar shall have the right to cancel any purchase order at any time by written notice to Supplier, including any material breach of the purchase order or material delays in delivery.
(Rev 8/27/2024)
Important: Show Customer's Order Number on all packages. Show Graybar's Purchase Order Number on all bills of lading and shipping papers. If multiple Purchase Orders are included in the same shipment, all items must be marked with the appropriate Purchase Order number. If a carton or package includes multiple items or Purchase Orders, each line item shall be boxed or bagged separately, and indicate catalog number, quantity, and Purchase Order number.
Special Instructions:
Render invoices within 24 hours after shipment; otherwise mail shipping notice promptly. Invoices must show purchase order number, through routing and weight. Goods supplied under this order is purchased F.O.B. destination unless otherwise agreed upon. When sold F.O.B. point of origin and shipped prepaid as instructed on our order, attach the original receipted freight bill and forward Original Bill of Lading or Express Receipt to the respective invoices. On request, Supplier agrees to furnish valid, complete and legible signed delivery receipts as to all goods shipped or consigned for shipment to Graybar customer by Supplier or at Supplier's direction.
Conditions of Purchase:
Entire Agreement
The purchase order is limited to the terms and conditions contained on the face hereof. Any additional or different terms are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. No charge allowed for packing, freight or insurance unless agreed upon.
Warranty
By accepting this order Supplier hereby warrants that the goods to be furnished hereunder will be free from defects in materials, workmanship and design and in full conformity with the specifications, drawings or samples and any services will be performed in accordance with the specifications and descriptions provided and agree that this warranty shall survive acceptance of the goods or services.
Delivery
Supplier shall be responsible for any costs or expenses incurred by Graybar or charged to Graybar in connection with the inspection, receipt, transportation and care and custody of defective goods supplied under this order.
Liability
Supplier agrees to indemnify, defend and hold Graybar harmless from all claims and suits, including those for consequential or special damages, arising out of goods or services supplied under this order except to the extent due to Graybar's negligence or the negligence of Graybar's employees, agents, or servants. Supplier agrees to indemnify, defend and hold Graybar harmless from and against any and all losses, claims, damages, liabilities, and expenses (including, but not limited to, attorney's fees and expenses), of whatever kind and character, arising out of injury to any person(s) or damage to property of any person(s), firm(s), or corporation(s), caused or occasioned, or claimed to be caused or occasioned, or contributed to by any act, omission, fault or negligence of Supplier's or anyone acting in Supplier's behalf, or by reason of, or any fault or defect in, any of the goods or services supplied under this order and to defend Graybar against any and all actions, suits or proceedings in respect thereof.
Infringement
By accepting this order, Supplier hereby guarantees and agrees that the goods or services to be furnished hereunder will not infringe any valid intellectual property right, and that Supplier will, at Supplier's own expense, defend any and all claims and suits alleging such infringement, and will indemnify and hold Graybar , our customers, and those for whom Graybar may act as agent in the purchase of said goods or services harmless from all loss, damage, expense and liability on account of any such infringement.
Pricing
It is understood and agreed that Supplier will not charge, without our consent, a higher price for the goods or services called for by this order than was last quoted or charged to Graybar by Supplier.
Waiver
It is agreed by the parties that the waiver or acceptance by either party of any breach of the terms of this order shall not relieve the breaching party of responsibility hereunder for any prior or subsequent breach.
Compliance With Law
Supplier hereby certifies that these goods were produced in compliance with all applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. This purchase order is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, and the Vietnam Veterans' Readjustment Assistance Act of 1974, as amended. Graybar is an equal opportunity employer and federal contractor or subcontractor. Consequentially, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a) 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
Insurance
Supplier agrees to provide evidence of insurance coverage and endorsements as required by Graybar from time to time, including, but not limited to, Workers' Compensation, naming Graybar as Additional Insured under General Liability (including products and completed operations) and Automobile Liability policies, providing waiver of subrogation on all policies and evidencing that General Liability is primary/non-contributory. Supplier agrees to provide Graybar, upon request, with a certificate of insurance, prior to shipment of goods or performance of any services, evidencing all required insurance coverage and endorsements.
(Rev 5/23/2014)
Important: Show Customer's Order Number on all packages. Show Graybar Purchase Order Number on all bills of lading and shipping papers. If multiple Purchase Orders are included in the same shipment, all items must be marked with the appropriate Purchase Order number. If a carton or package includes multiple items or Purchase Orders, each line item shall be boxed or bagged separately, and indicate catalog number, quantity, and Purchase Order number.
Special Instructions:
Render invoices within 24 hours after shipment; otherwise mail shipping notice to Graybar promptly. Invoices must show purchase order number, through routing and weight. Goods supplied under this order are purchased F.O.B. destination unless otherwise agreed upon. When sold F.O.B. point of origin and shipped prepaid as instructed on Graybar's order, attach to the respective invoices the original receipted freight bill and forward Original Bill of Lading or Express Receipt. On request, Supplier agrees to furnish valid, complete and legible signed delivery receipts as to all goods shipped or consigned for shipment to Graybar's customer by Supplier or at Supplier's direction.
Conditions of Purchase: Additional Terms
The purchase order is an offer by Graybar Electric Company, Inc., ("Graybar"), to supplier in accordance with the terms and conditions set forth herein and the appendices, if any, attached hereto. This offer expressly limits acceptance to the written terms hereof; additional or different terms proposed by Supplier shall not become a part of the contract unless a duly authorized representative of Graybar expressly assents in writing to any such additional or different terms. This purchase order becomes a firm contract pursuant these terms and conditions by acceptance of Supplier or Supplier's starting performance as herein contemplated. Said contract shall constitute the entire agreement of the parties hereto and shall supersede all prior offers, negotiations and agreements on the subject matters covered by this order, unless a separate Graybar subcontract is in place, in which case the terms and conditions of said subcontract document supersede those contained on the face hereof. Any additional or different terms on the Supplier's form(s) are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. No charge allowed for packing or cartage unless agreed upon.
Warranty
By accepting this order Supplier hereby warrants that the goods to be furnished hereunder will be in full conformity with the specifications, drawings or samples and any services will be performed in accordance with the specifications and descriptions provided, including, if applicable, the statement of work attached hereto as Appendix A and incorporated herein by reference. Supplier further agrees that this warranty shall survive acceptance of the goods or services.
Defective Goods
Supplier shall be responsible for any costs or expenses incurred by Graybar or charged to Graybar in connection with the inspection, receipt, replacement, transportation and care and custody of defective goods supplied under this order.
Indemnification
Supplier agrees to release, indemnify, defend and save Graybar harmless from (a) all claims and suits, including those for consequential or special damages, arising out of goods or services supplied under this order except to the extent due to Graybar's negligence or the negligence of Graybar employees, agents, or servants; and (b) any and all losses, claims, damages, liabilities, and expenses (including, but not limited to, attorney's fees and expenses), of whatever kind and character, arising out of injury, including death, to any person(s) or damage of property of any person(s), firm(s), or corporation(s), caused or occasioned, or claimed to be caused or occasioned, or contributed to by any act, omission, fault or negligence of Supplier or anyone acting on Supplier's behalf, or by reason of, or any fault or defect in, any of the goods or services supplied under this order.
Acceptance
By accepting this order, Supplier hereby guarantees and agrees that the goods or services to be furnished hereunder will not infringe any valid intellectual property right, and that Supplier will, at Supplier's own expense, defend any and all actions and suits alleging such infringement, and will save us, our customers, and those for whom we may act as agent in the purchase of said goods or services harmless from all loss, damage, expense and liability on account of any such infringement.
Pricing
It is understood and agreed that Supplier will not charge, without Graybar's consent, a higher price for the goods or services called for by this order than was last quoted or charged to Graybar by Supplier.
Severability
It is agreed that the waiver or acceptance by Graybar of any breach on Supplier's part of any of the terms of this order shall not operate to relieve Supplier of responsibility hereunder for any prior or subsequent breach.
Compliance
In accordance with U.S.C. 645(d), any person who misrepresents a firm's proper size classification shall (1) be punished by imposition of a fine, imprisonment, or both (2) be subject to administrative remedies, and (3) be ineligible for participation in programs conducted under the authority of the Small Business Act. Supplier hereby certifies that these goods were produced in compliance with all applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. Supplier hereby certifies that Supplier is in compliance with all US Federal Government contracting regulations and, upon request, agrees to complete any representations and certifications regarding such compliance, including but not limited to US Standard Form 1413, Statement and Acknowledgement. This purchase order is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, and the Vietnam Veterans' Readjustment Assistance Act of 1974, as amended. Graybar is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
Returns
Supplier shall allow return of Goods for credit with no restocking charges, provided the Goods are in resalable condition.
Insurance
Supplier agrees to have in place at the time of this order, insurance coverage, including endorsements, as required by Graybar, with limits as specified by Graybar, for the products or services supplied hereunder. The required insurance includes, at a minimum, the following coverage and limits, unless modified elsewhere on this purchase order or by appendix attached hereto and incorporated herein by reference: (1) If this purchase order is for products only, then Commercial General Liability Insurance with limits of not less than $5,000,000 per occurrence, and which shall include Graybar as an additional insured under a Broad Form Vendors Endorsement. (2) If this purchase order includes services, then (a) Commercial General Liability Insurance with limits of not less than $5,000,000 per occurrence, including but not limited to premises operations, products and completed operations, independent contractor's liability and blanket contractual liability coverage insuring the indemnity agreements contained herein, covering all claims for bodily injury, including death, property damage and personal injury that arise out of Supplier's performance hereunder. Graybar shall be included as an additional insured, including products and completed operations, on a primary and non-contributory basis; (b) Commercial Automobile Liability Insurance with a combined single limit of not less than $3,000.000 per occurrence; (c) Workers Compensation to the full extent required by law including a waiver of subrogation against Graybar; (d) Employers Liability with limits of not less than $1,000,000 each accident and $1,000,000 for disease. Graybar may require additional coverage from time to time depending on the nature of the products or services supplied hereunder. Upon request Supplier shall provide Graybar with a certificate of insurance and/or copies of any policy endorsements.
FAR and DFAR Requirements. In addition to the terms above:
(a) If this purchase order is for material, then the following Federal Acquisition Regulations apply:
52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders & Commercial Items
52.219-8 Utilization of Small Business Concerns
52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of Vietnam Era, and Other Eligible Veterans
52.222-41 Service Contract Act of 1965 and Department of Defense FAR Supplement (DFAR)
252.212-7001 Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of Commercial Items
252.219-7003 Small, Small Disadvantaged Business Subcontracting Plan (DoD Contracts)
52.222-21 Prohibition of Segregated Facilities
52.222-26 Equal Opportunity
52.247-64 Preference for Privately Owned US-Flag, Registered Commercial Vessels
52.222-36 Affirmative Action for Workers with Disabilities
252.225-7014 Preference for Domestic Specialty Metals Alternate I
252.247-7023 Transportation of Supplies by Sea
252.247-7024 Notification of Transportation of Supplies by Sea
52.212-4 Contract Terms and Conditions-Commercial Items
(b) If this purchase order includes services, then the following Federal Acquisitions Regulations also apply:
52.203-5 Covenant Against Contingent Fees
52.219-9 Small Business Subcontract Plan
52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era and other eligible Veterans
52.225-13 Restrictions on Certain Foreign Purchases
52.227-1 Authorization and Consent
(Rev 12/5/2014)
Important: Show Customer's Order Number on all packages. Show Graybar Purchase Order Number on all bills of lading and shipping papers. If multiple Purchase Orders are included in the same shipment, all items must be marked with the appropriate Purchase Order number. If a carton or package includes multiple items or Purchase Orders, each line item shall be boxed or bagged separately, and indicate catalog number, quantity, and Purchase Order number.
Special Instructions:
Render invoices within 24 hours after shipment; otherwise mail shipping notice to Graybar promptly. Invoices must show purchase order number, through routing and weight. Goods supplied under this order are purchased F.O.B. destination unless otherwise agreed upon. When sold F.O.B. point of origin and shipped prepaid as instructed on Graybar's order, attach to the respective invoices the original receipted freight bill and forward Original Bill of Lading or Express Receipt. On request, Supplier agrees to furnish valid, complete and legible signed delivery receipts as to all goods shipped or consigned for shipment to Graybar's customer by Supplier or at Supplier's direction.
Conditions of Purchase: Additional Terms
The purchase order is an offer by Graybar Electric Company, Inc., ("Graybar"), to supplier in accordance with the terms and conditions set forth herein and the appendices, if any, attached hereto. This offer expressly limits acceptance to the written terms hereof; additional or different terms proposed by Supplier shall not become a part of the contract unless a duly authorized representative of Graybar expressly assents in writing to any such additional or different terms. This purchase order becomes a firm contract pursuant these terms and conditions by acceptance of Supplier or Supplier's starting performance as herein contemplated. Said contract shall constitute the entire agreement of the parties hereto and shall supersede all prior offers, negotiations and agreements on the subject matters covered by this order, unless a separate Graybar subcontract is in place, in which case the terms and conditions of said subcontract document supersede those contained on the face hereof. Any additional or different terms on the Supplier's form(s) are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. No charge allowed for packing or cartage unless agreed upon.
Warranty
By accepting this order Supplier hereby warrants that the goods to be furnished hereunder will be in full conformity with the specifications, drawings or samples and any services will be performed in accordance with the specifications and descriptions provided, including, if applicable, the statement of work attached hereto as Appendix A and incorporated herein by reference. Supplier further agrees that this warranty shall survive acceptance of the goods or services.
Defective Goods
Supplier shall be responsible for any costs or expenses incurred by Graybar or charged to Graybar in connection with the inspection, receipt, replacement, transportation and care and custody of defective goods supplied under this order.
Indemnification
Supplier agrees to release, indemnify, defend and save Graybar harmless from (a) all claims and suits, including those for consequential or special damages, arising out of goods or services supplied under this order except to the extent due to Graybar's negligence or the negligence of Graybar employees, agents, or servants; and (b) any and all losses, claims, damages, liabilities, and expenses (including, but not limited to, attorney's fees and expenses), of whatever kind and character, arising out of injury, including death, to any person(s) or damage of property of any person(s), firm(s), or corporation(s), caused or occasioned, or claimed to be caused or occasioned, or contributed to by any act, omission, fault or negligence of Supplier or anyone acting on Supplier's behalf, or by reason of, or any fault or defect in, any of the goods or services supplied under this order.
Acceptance
By accepting this order, Supplier hereby guarantees and agrees that the goods or services to be furnished hereunder will not infringe any valid intellectual property right, and that Supplier will, at Supplier's own expense, defend any and all actions and suits alleging such infringement, and will save us, our customers, and those for whom we may act as agent in the purchase of said goods or services harmless from all loss, damage, expense and liability on account of any such infringement.
Pricing
It is understood and agreed that Supplier will not charge, without Graybar's consent, a higher price for the goods or services called for by this order than was last quoted or charged to Graybar by Supplier.
Severability
It is agreed that the waiver or acceptance by Graybar of any breach on Supplier's part of any of the terms of this order shall not operate to relieve Supplier of responsibility hereunder for any prior or subsequent breach.
Compliance
In accordance with U.S.C. 645(d), any person who misrepresents a firm's proper size classification shall (1) be punished by imposition of a fine, imprisonment, or both (2) be subject to administrative remedies, and (3) be ineligible for participation in programs conducted under the authority of the Small Business Act. Supplier hereby certifies that these goods were produced in compliance with all applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. Supplier hereby certifies that Supplier is in compliance with all US Federal Government contracting regulations and, upon request, agrees to complete any representations and certifications regarding such compliance, including but not limited to US Standard Form 1413, Statement and Acknowledgement. This purchase order is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, and the Vietnam Veterans' Readjustment Assistance Act of 1974, as amended. Graybar is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
Returns
Supplier shall allow return of Goods for credit with no restocking charges, provided the Goods are in resalable condition.
Insurance
Supplier agrees to have in place at the time of this order, insurance coverage, including endorsements, as required by Graybar, with limits as specified by Graybar, for the products or services supplied hereunder. The required insurance includes, at a minimum, the following coverage and limits, unless modified elsewhere on this purchase order or by appendix attached hereto and incorporated herein by reference: (1) If this purchase order is for products only, then Commercial General Liability Insurance with limits of not less than $5,000,000 per occurrence, and which shall include Graybar as an additional insured under a Broad Form Vendors Endorsement. (2) If this purchase order includes services, then (a) Commercial General Liability Insurance with limits of not less than $5,000,000 per occurrence, including but not limited to premises operations, products and completed operations, independent contractor's liability and blanket contractual liability coverage insuring the indemnity agreements contained herein, covering all claims for bodily injury, including death, property damage and personal injury that arise out of Supplier's performance hereunder. Graybar shall be included as an additional insured, including products and completed operations, on a primary and non-contributory basis; (b) Commercial Automobile Liability Insurance with a combined single limit of not less than $3,000.000 per occurrence; (c) Workers Compensation to the full extent required by law including a waiver of subrogation against Graybar; (d) Employers Liability with limits of not less than $1,000,000 each accident and $1,000,000 for disease. Graybar may require additional coverage from time to time depending on the nature of the products or services supplied hereunder. Upon request Supplier shall provide Graybar with a certificate of insurance and/or copies of any policy endorsements.
FAR and DFAR Requirements. In addition to the terms above:
(a) If this purchase order is for material, then the following Federal Acquisition Regulations apply:
52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders & Commercial Items
52.219-8 Utilization of Small Business Concerns
52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of Vietnam Era, and Other Eligible Veterans
52.222-41 Service Contract Act of 1965 and Department of Defense FAR Supplement (DFAR)
252.212-7001 Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of Commercial Items
252.219-7003 Small, Small Disadvantaged Business Subcontracting Plan (DoD Contracts)
52.222-21 Prohibition of Segregated Facilities
52.222-26 Equal Opportunity
52.247-64 Preference for Privately Owned US-Flag, Registered Commercial Vessels
52.222-36 Affirmative Action for Workers with Disabilities
252.225-7014 Preference for Domestic Specialty Metals Alternate I
252.247-7023 Transportation of Supplies by Sea
252.247-7024 Notification of Transportation of Supplies by Sea
52.212-4 Contract Terms and Conditions-Commercial Items
(b) If this purchase order includes services, then the following Federal Acquisitions Regulations also apply:
52.203-5 Covenant Against Contingent Fees
52.219-9 Small Business Subcontract Plan
52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era and other eligible Veterans
52.225-13 Restrictions on Certain Foreign Purchases
52.227-1 Authorization and Consent
(Rev 12/5/2014)