1. This purchase order is limited to the terms and conditions contained on the face hereof. Any additional or different terms in the Seller’s form are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. All delivery of goods and/or services shall conform to specifications, price, terms and conditions as set forth in this instrument.

2. This purchase order, including all references and/or insertions, with the stated terms and conditions thereon shall constitute the complete agreement between the City and Seller. The terms and conditions of this order shall not be modified by any verbal understanding and shall only be binding if agreed to in writing by the City.

3. The Seller warrants the goods furnished in accordance with this order to; (a) be free from defects in title, claims, liens, labor, material or fabrication, (b) conform to applicable specifications, (c) be suitable for the purpose intended, and (d) to be of merchantable quality.

4. The Seller warrants the goods furnished in accordance with this order shall comply with all Federal, State or Local Laws relative thereto and the Seller shall defend and hold harmless the City from any claim, liability or loss arising from any trademarks, patent, or copyright infringement.

5. This agreement shall be governed and interpreted pursuant to Laws of the State of North Carolina. Any legal actions arising from default of this contract shall be brought only in the County of Randolph, State of North Carolina.

6. The City shall have the right to inspect and test all items supplied under the order before making acceptance. Risk of loss and title to all goods received shall remain with the Seller until acceptance has been made by the City. Rejected goods shall be returned to Seller at Seller’s risk and expense.

7. In the event the Seller defaults by (a) non delivery as required, (b) not providing adequate assurance of performance, (c) becoming insolvent or making an assignment for the benefitting creditors, or (d) breaches any of the terms and conditions of this order, the City may, by written notice to the Seller, cancel the whole or any part of this order or exercise any other remedy allowed to the City of goods under law.

8. The City is exempt from Federal Excise Tax. The City is not exempt from applicable North Carolina State Sales and Use Tax or Randolph County Sales and Use Tax. Such taxes shall be shown as a separate item on all invoices.

9. For purchase orders that include construction or services, employers and their subcontractors with 25 or more employees in North Carolina as defined in Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract with the City. E-Verify is a Federal program operated by the US Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law.

10. By acceptance of this purchase order, vendors, contractors, and/or subcontractors affirm they are not listed on the Final Divestment List created by the State Treasurer pursuant to N.C.G.S. 143-6A-4, Iran Divestment Act Certification.