Purchase Order Terms & Conditions
These Purchase Order Terms and Conditions apply to all purchase orders issued by the Township of Wyckoff unless the Township and Vendor have entered into a separate written agreement containing contrary terms approved in accordance with law. By accepting a Township of Wyckoff purchase order, entering into a separate agreement with the Township, delivering goods, performing services, submitting an invoice in the ordinary course of business, or executing a claimant certification where required, the Vendor agrees to be bound by these Terms and Conditions, together with any specifications, quotations, bids, proposals, contract documents, or supplemental terms expressly incorporated by reference. These Terms and Conditions are intended for posting at wyckoffnj.gov/poterms and incorporation by reference into Township purchase orders.
General Terms and Conditions Applicable to All Purchase Orders
Purchase Order Required; Authority of Township
No materials, supplies, equipment, goods, or services shall be furnished to the Township except pursuant to a duly authorized Township purchase order or other written agreement approved in accordance with law. No officer, employee, agent, board member, volunteer, or representative of the Township has authority to bind the Township except through such authorized documents.
Acceptance of Purchase Order
Acceptance of a Township purchase order, whether by written acknowledgment, commencement of performance, shipment, delivery, invoicing, or execution of a claimant certification where required, shall constitute Vendor’s agreement to these Terms and Conditions.
Conformity to Specifications; No Substitutions
All goods and services furnished shall strictly conform to the purchase order and any applicable specifications, bids, proposals, quotations, or contract documents accepted by the Township. No substitutions, deviations, additions, or changes shall be made without prior written approval from the Township.
Quantities; No Overages
Quantities stated on the purchase order shall not be exceeded without prior written authorization from the Township. The Township shall not be responsible for unauthorized excess quantities.
Inspection; Acceptance; Rejection
All goods and services are subject to Township inspection, approval, acceptance, or rejection within a reasonable time after delivery or completion. Nonconforming goods or services may be rejected, returned, corrected, or replaced at the Vendor’s sole cost and risk. Acceptance shall not waive latent defects, warranty claims, or any other legal remedy.
Packaging; Packing Slips; Risk of Loss
Materials shall be properly packed, free from defect, and protected from damage in shipment and storage. Each package shall identify the Vendor and Township purchase order number and include a packing slip showing contents. Risk of loss remains with the Vendor until final delivery and acceptance.
Delivery Terms
Unless otherwise stated, all prices shall be F.O.B. destination, freight prepaid, unloaded, inside delivery, with debris removed. No charges for shipping, handling, boxing, crating, fuel surcharge, or similar items shall be allowed unless expressly approved in writing by the Township.
Delivery Time; Delay; Default
Delivery shall be made within the time stated on the purchase order or, if none is stated, within a reasonable time. If Vendor fails to deliver or perform timely, the Township may cancel the order in whole or in part and obtain the goods or services elsewhere, charging any excess costs to the Vendor to the extent permitted by law. The Township may grant additional time in writing where appropriate.
Notice of Issues
If Vendor cannot fulfill the order exactly as required in quality, quantity, price, or schedule, Vendor shall immediately notify the Township in writing.
Invoices; Claimant Certification; Payment Documentation
Vendor shall submit an itemized invoice or bill in its regular billing form, together with such voucher, claimant certification, affidavit, W-9, Business Registration Certificate, insurance certificate, receiving documentation, or other supporting materials as may be required by law or by the Township. Invoices shall reference the Township purchase order number and be submitted to the Township’s designated finance, purchasing, or accounts payable contact. Claimant certifications, where required, shall comply with Chapter 15 of the Code of the Township of Wyckoff, N.J.S.A. 40A:5-16, and applicable regulations.
Payment
Payment shall be made only after receipt of a proper invoice, satisfactory receipt of goods or services, and approval in accordance with law and Township claims procedures. For construction contracts, payment shall be governed by applicable prompt payment requirements. For goods and non-construction services, payment shall be made in accordance with applicable law and Township procedures. The Township shall not be liable for late fees, finance charges, return freight, or restocking charges unless expressly agreed in a separate written agreement.
Tax Exemption
The Township is exempt from applicable federal and State taxes to the extent provided by law. Tax exemption certificates shall be furnished upon request.
Business Registration
Vendor shall comply with all applicable New Jersey business registration requirements, including submission of a valid Business Registration Certificate when required by law. Vendor shall ensure compliance by required subcontractors.
Equal Employment Opportunity; Affirmative Action
Vendor shall comply with all applicable federal and State equal employment opportunity, affirmative action, and non-discrimination laws, including N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 where applicable.
Americans with Disabilities Act; Civil Rights
Vendor shall comply with the Americans with Disabilities Act and all other applicable civil rights laws. Where federal funding applies, required federal civil rights provisions shall be deemed incorporated.
Worker and Community Right to Know / Safety Information
All materials and supplies subject to labeling or hazard communication laws shall be properly labeled, and required Safety Data Sheets or equivalent documentation shall be provided.
Prevailing Wage / Public Works Compliance
Where applicable, Vendor shall comply with the New Jersey Prevailing Wage Act and all related public works laws, including contractor registration requirements. Vendor is responsible for subcontractor compliance.
Pay-to-Play / Disclosure Compliance
Vendor shall comply with all applicable New Jersey laws and regulations governing pay-to-play restrictions, political contribution disclosure, business entity disclosure, and contract award eligibility, including, where applicable, N.J.S.A. 19:44A-20.4 et seq., Chapter 271, P.L. 2005, Chapter 19, P.L. 2004, as amended, and any successor or amendatory enactments, together with all implementing guidance, forms, and disclosure requirements issued by the New Jersey Division of Local Government Services, the New Jersey Election Law Enforcement Commission, or other authorized governmental authority. Vendor shall timely furnish all forms, certifications, disclosures, and other information required by law, bid specifications, contract documents, or the Township in connection with award, renewal, amendment, or payment.
Truth in Contracting; Gifts Prohibited
Vendor shall comply with all applicable truth in contracting, anti-bribery, and anti-corruption laws, including N.J.S.A. 2C:21-34, 2C:27-10, and 2C:27-11. No Township official, employee, or agent may accept gifts or gratuities from vendors.
Sanctions / Iran / Russia-Belarus Compliance
By accepting a Township purchase order, entering into a separate agreement, delivering goods, performing services, submitting an invoice, or executing a claimant certification where required, Vendor represents, warrants, and certifies that it, and to the extent applicable its parent entities, subsidiaries, and affiliates, is in compliance with all applicable federal and State laws concerning sanctions, prohibited activities, and disclosure requirements, including, where applicable, laws concerning investment activities in Iran and prohibited activities in Russia or Belarus. This certification is continuing through completion of the transaction or contract, and Vendor shall promptly notify the Township of any material change.
Claimant Certifications and Separate Certifications When Required
Claimant certifications shall be required only to the extent required by law, Chapter 15 of the Code of the Township of Wyckoff, or the determination of the Chief Financial Officer. Certain claims may be paid without claimant certification where permitted by law and Township ordinance, including circumstances where the claimant does not ordinarily provide such certification in its normal course of business. The Chief Financial Officer retains sole discretion to require claimant certification where deemed appropriate. Nothing herein limits the Township’s right to require any separate certification, disclosure, affidavit, or other form where required by law, bid specifications, contract documents, or the determination of authorized Township officials.This includes, without limitation, any political contribution disclosure form, business entity disclosure certification, or other pay-to-play compliance document required for a particular procurement, award, renewal, or amendment.
Material Representation; Remedies
The Township relies upon the representations and certifications contained herein as a material condition of award, purchase, and payment. Any false certification, material omission, or failure to provide a required certification upon request may constitute grounds for rejection of a bid or quote, withholding of payment to the extent permitted by law, termination for cause, rescission where permitted by law, and any other remedy available to the Township.
Indemnification
To the fullest extent permitted by law, Vendor shall defend, indemnify, and hold harmless the Township of Wyckoff, its officers, employees, agents, boards, commissions, committees, and volunteers from and against claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or resulting from Vendor’s negligent acts, errors, omissions, breach of contract, willful misconduct, or violation of law in connection with the goods or services furnished, except to the extent caused by the sole negligence or willful misconduct of the Township.
Insurance
Where required by the Township or where the nature of the work reasonably warrants insurance protection, Vendor shall maintain insurance in the types and amounts specified by the Township and furnish certificates of insurance and endorsements before commencing work. The Township may require general liability, automobile liability, workers’ compensation, employers’ liability, professional liability, cyber liability, additional insured status, waiver of subrogation, and primary/noncontributory language as applicable.
Compliance with Laws
Vendor shall comply with all applicable federal, State, county, and local laws, ordinances, codes, rules, regulations, and lawful orders.
Record Retention; Audit Access
Vendor shall maintain all records relating to products, transactions, or services under the purchase order for five years from final payment, or longer if required by law, and shall make such records available to the New Jersey Office of the State Comptroller or other authorized governmental entities upon request.
Intellectual Property
Vendor represents that the goods and services furnished do not infringe any patent, trademark, copyright, trade secret, or other proprietary right. Vendor shall defend and indemnify the Township from any related claim.
Assignment; Subcontracting
Vendor shall not assign, transfer, or subcontract the purchase order in whole or in part without prior written consent of the Township, except for ordinary supply-chain arrangements not material to performance. Vendor remains responsible for subcontractor performance.
Performance Security; Maintenance Security
Where the Township determines that performance security or maintenance security is warranted, the Township may require bonds, guarantees, or other security in a form and amount reasonably necessary to protect Township interests.
Termination for Cause / Convenience / Insolvency
The Township may terminate a purchase order, in whole or in part, for cause, including default, nonperformance, late delivery, insolvency, violation of law, or material breach. The Township may also terminate for convenience upon written notice. Upon convenience termination, the Township’s liability shall be limited to goods delivered and accepted or services performed and accepted through the termination date, together with any reasonable documented termination charges approved by the Township.
No Vendor Terms Control; Order of Precedence
These Terms and Conditions, together with the face of the purchase order and any documents expressly incorporated by reference, constitute the controlling terms unless a separate written agreement approved by the Township provides otherwise. Any inconsistent Vendor invoice, quote, acknowledgment, click-through, website, or other terms are rejected and of no force unless expressly accepted by the Township in writing.
Governing Law; Venue
These Terms and Conditions and related purchase orders shall be governed by the laws of the State of New Jersey. Any litigation shall be brought in a court of competent jurisdiction in Bergen County, New Jersey, unless otherwise required by law.
Construction of Terms
These Terms and Conditions shall be construed fairly and reasonably and not strictly against either party by reason of authorship.
Supplemental Terms for Service Contracts
These supplemental terms apply where the purchase order is for consulting, labor, maintenance, professional, or other service work.
Vendor shall perform services in a good, competent, and workmanlike manner consistent with industry standards.
Vendor shall provide qualified and properly supervised personnel.
Vendor shall comply with all licensing, permitting, and safety requirements.
The Township may require identification, access controls, or background procedures for personnel entering Township property.
Vendor shall furnish all tools, equipment, transportation, and labor necessary unless otherwise stated.
Vendor shall keep work areas safe and remove debris upon completion.
Deliverables prepared for the Township shall become Township property upon payment unless otherwise provided in a separate written agreement.
Supplemental Terms for Information Technology / Software / Data Services
These supplemental terms apply where the purchase order involves software, SaaS, hosted services, IT support, telecommunications, cybersecurity, or Vendor access to Township systems or data.
Vendor shall keep confidential all nonpublic Township information.
Vendor shall maintain commercially reasonable administrative, technical, and physical safeguards for Township data.
Vendor shall promptly notify the Township of any actual or suspected unauthorized access, breach, ransomware event, or compromise affecting Township systems or data.
Vendor shall not sell, mine, share, or use Township data except as necessary to perform contracted services.
Upon request or termination, Vendor shall return or securely destroy Township data, except where retention is required by law.
Vendor shall limit access to Township data to authorized personnel with a need to know.
Vendor shall reasonably cooperate in transition of services or return of data at the end of the engagement.
Supplemental Terms for Public Works / Construction / Repair / Installation
These supplemental terms apply where the purchase order involves construction, installation, repair, renovation, site work, or building trades.
Vendor shall comply with all applicable public bidding, prevailing wage, permitting, inspection, code, and safety requirements.
Vendor shall protect persons and property and prevent unnecessary disruption of Township operations.
Vendor shall obtain required permits unless otherwise specified.
Vendor shall keep the premises free of waste materials and leave the site clean and safe.
Vendor shall promptly repair damage caused by its operations.
The Township may require insurance certificates, bonds, warranties, as-built documentation, lien waivers, releases, or other closeout materials as a condition of payment or final acceptance.
Final acceptance shall not relieve Vendor of responsibility for defective work, faulty materials, warranty obligations, or latent defects.
Incorporation by Reference
These Terms and Conditions, including all applicable supplemental provisions, are incorporated by reference into every Township of Wyckoff purchase order. The version in effect on the date the purchase order is issued shall govern that purchase order unless the Township expressly states otherwise.