Purchase Order Terms and Conditions

1. PARTIES

a. "Smith-Root, Inc.": The company or entity requesting the goods and/or services specified on the Purchase Order.
b. "Receiving Party": The company who has received the Purchase Order and will be providing the requested goods and/or services.

2. GENERAL

The provided Purchase Order and Terms and Conditions herein establish a contract between Smith-Root, Inc. and the Receiving Party. It is the Receiving Parties responsibility to verify that all of the details included are accurate and acceptable prior to proceeding with the work. By confirming the Purchase Order back to Smith-Root, Inc. via fax, phone, email, in writing and/or by performing work in connection with the Purchase Order; the Receiving Party thereby accepts the terms, conditions and statements listed.

3. SCOPE OF WORK (SOW)

The Receiving Party agrees to complete the work and services (hereinafter “Work”) identified within the Purchase Order, to furnish all supervisory, professional and technical personnel, services, equipment, materials and supplies necessary to perform all the services and do all the things necessary for the proper completion of the Work. In carrying out its responsibilities under the Purchase Order, the Receiving Party shall use judgment and skill consistent with the standards of its profession while practicing under similar conditions and in the same locality.

4. COMPENSATION AND PAYMENT

Compensation and Payment will be delivered in accordance with the terms included in the Purchase Order. Known fees will be listed therein, unknown fees are subject to written approval.

5. INSURANCE

For all site work, Receiving Party will be required to procure and maintain during the term of the Purchase Order and any extension thereof, liability insurance in a form satisfactory to Smith-Root, Inc., by an insurance company which is acceptable to Smith-Root, Inc. The Receiving Party shall provide Smith-Root, Inc. with a Certificate of Liability prior to initiating work. The Certificate Holder shall be Smith-Root, Inc. and Smith-Root, Inc. and their Client shall be listed as additional insured. Each policy shall have a certificate evidencing the insurance coverage. The insurance company shall provide an endorsement to notify Smith-Root, Inc. 30 days prior to the effective date of cancellation or termination of the policy or certificate; or modification of the policy or certificate which may adversely affect the interest of Smith-Root, Inc. in such insurance.

If specific insurance limits are required in connection with the Purchase Order, Smith-Root, Inc. will notify the Receiving Party and it will be the Receiving Parties responsibility to obtain the necessary coverage.

6. LIENS

At no time may the Receiving Party place any liens on Smith-Root, Inc.’s property whether real or personal.

7. CHANGE ORDERS

Any change orders or deviations must be approved by Smith-Root, Inc. in writing in a timely manner, prior to proceeding with the Work. Failure to obtain Smith-Root, Inc. approval for change orders or deviations prior to initiating work may result in non-payment or refusal of the provided goods and/or services.

8. NOTIFICATIONS

Please reference Smith-Root, Inc.’s Purchase Order number on all correspondence.

9. EQUAL OPPORTUNITY

The Receiving Party shall abide by the requirements of 29 CFR Part 741, 41 CFR § 60-1.4(a), Appendix A to Subpart A, 60-300.5(a) and 60-741.5(a). 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, sexual orientation, gender identity, or national origin. Moreover, 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, sexual orientation, gender identity, national origin, protected veteran status or disability.

10. DISCLOSURE OF INFORMATION/ASSIGNMENT OF INTELLECTUAL PROPERTY

The Receiving Party will be required not to disclose to third parties, without prior written permission and approval, information provided by Smith-Root, Inc. during the course of performing the Work under the Purchase Order. The work product of Smith-Root, Inc. will remain the Intellectual Property of Smith-Root, Inc., and Smith-Root, Inc. will allow the use of the work product by the Receiving Party solely for the Purchase Order. The Receiving Party shall not use the work product of Smith-Root, Inc. on any other Project without the express written permission and approval of Smith-Root, Inc. The Receiving Party shall assign all Intellectual Property rights in connection with the Project to Smith-Root, Inc.

11. SUBLETTING

The Receiving Party shall not sublet any additional portions of the Work performed without the express written consent of Smith-Root, Inc.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by law, and not withstanding any other provision of the Purchase Order, the total liability, in the aggregate, of Smith-Root, Inc. and Smith-Root, Inc.’s officers, directors, partners, employees, and any of them, to the Receiving Party and anyone claiming by or through the Receiving Party, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Project or the Purchase Order from any cause or causes shall not exceed the total compensation received by the Receiving Party under the Purchase Order. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

13. INDEMNIFICATION

The Receiving Party will be required, to specifically obligate itself to Smith-Root, Inc., jointly and severally, to indemnify them against and save them harmless from any and all claims, suits or liability for damages to property including loss of use thereof, injuries to persons, including death, and from any other claims suits or liability, to the extent caused by negligent, reckless or intentionally harmful acts or omissions of the Receiving Party or any of its officers, agents, employees or servants.

14. TERMINATION FOR CONVENIENCE

Smith-Root, Inc. shall notify the Receiving Party in writing within two (2) business days of any failure by the Receiving Party to perform as noted. The Receiving Party will have five (5) business days from receipt of written notice to resolve any issue in a manner acceptable to Smith-Root, Inc.; otherwise Smith-Root, Inc. shall have the right to terminate, for convenience. Failure to give notice by Smith-Root, Inc. does not constitute a waiver of any claims.

15. SEVERABILITY

The partial or complete invalidity of any one or more provisions of the Purchase Order shall not affect the validity or continuing force and effect of any other provision. The failure of Smith-Root, Inc. to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of the Purchase Order, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such term, covenant, condition, or right as respects further performance.

16. CHOICE OF LAW

The Purchase Order and Terms and Conditions herein shall be governed by and construed and interpreted in accordance with the laws of the State of Washington, without reference to principles of conflict of laws.

17. DISPUTE RESOLUTION

Any dispute or claim that arises out of or that relates to the Purchase Order, or to the interpretation or breach thereof, or to the existence, scope, or validity of the Terms and Conditions or this arbitration agreement, shall be resolved by binding arbitration, by filing a claim with a mutually agreed upon arbitration service in the State of Washington, and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof.

18. VENUE

All disputes in relation to the Purchase Order and Terms and Conditions herein shall be venued in a court with competent jurisdiction in the State of Washington.