Common use of ORDERING REQUIREMENTS Clause in Contracts

ORDERING REQUIREMENTS. Eligible Purchasers shall order Goods and/or Services from this Master Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but including, at a minimum, a field order or purchase order. When practicable, Contractor and Purchaser also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchaser Order”). All Purchase Orders must reference the Master Contract number. The terms of this Master Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this Master Contract shall prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click-agreement,’ software or web-based application terms and conditions, or any other agreement modify the terms and conditions of this Master Contract. (a) The official order date shall be the date of the transmittal to the Contractor when received by the Contractor prior to 2pm. Purchase Orders received after 2pm will be considered as received the next business day. (b) Contractor immediately shall notify Purchaser if Contractor is unable to meet the delivery requirements as defined herein. If Purchaser schedules a date outside of the Thirty-Day Delivery requirement identified herein, the order shall be considered late if not received on the scheduled delivery date. (c) Purchaser shall provide Contractor with all necessary delivery information when ordering, including but not limited to: ▪ Contact Information – i.e., business phone, cell phone, fax number or email ▪ Emergency/After-Hours Contract Information ▪ Logistical Information – i.e., driving directions, delivery address, driving instructions, receiving times/days, delivery truck type, etc.

ORDERING REQUIREMENTS. Eligible Purchasers shall order Goods and/or Services from this Master Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but including, at a minimum, a field order or purchase order. When practicable, Contractor and Purchaser also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchaser Order”). All Purchase Orders must reference the Master Contract number. The terms of this Master Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this Master Contract shall prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click-agreement,’ software or web-based application terms and conditions, or any other agreement modify the terms and conditions of this Master Contract. (a) . The official order date shall be the date of the transmittal to the Contractor when received by the Contractor prior to 2pm. Purchase Orders received after 2pm will be considered as received the next business day. (b) . Contractor immediately shall notify Purchaser if Contractor is unable to meet the delivery requirements as defined herein. If Purchaser schedules a date outside of the Thirty-Day Delivery requirement identified herein, the order shall be considered late if not received on the scheduled delivery date. (c) . Purchaser shall provide Contractor with all necessary delivery information when ordering, including but not limited to: ▪ Contact Information – i.e., business phone, cell phone, fax number or email ▪ Emergency/After-Hours Contract Information ▪ Logistical Information – i.e., driving directions, delivery address, driving instructions, receiving times/days, delivery truck type, etc. Snow & Ice Control Products Deliveries. Three-Day Delivery: From November 1 to April 30, Purchasers may specify on the Purchase Order that delivery shall be made within three calendar days from the official order date. Purchasers will indicate on Purchase Order whether Purchaser can accept deliveries during extended business hours. For Three-Day Delivery Orders, deliveries made on or after the 4th calendar day shall be subject to liquidated damages for late delivery. Seven-Day Delivery: Purchasers may specify on the Purchase Order that delivery shall be made within seven calendar days from the official order date. For Seven-Day Delivery Orders, deliveries made on or after the 8th calendar date shall be subject to liquidated damages for late delivery. Thirty-Day Delivery – Solid Products: Purchaser may specify on the Purchase Order that delivery shall be made within thirty calendar days from the official order date. For Thirty-Day Delivery Orders, deliveries made on or after the 31st calendar day shall be subject to liquidated damages for late delivery. For Three-Day Delivery Orders and Seven-Day Delivery Orders, orders over 60 tons per location, a minimum of 60 tons must be delivered within three or seven (respectively) calendar days from the Official Order Date. The balance of the order must be delivered, 60 tons per day, until the order is fulfilled. These deliveries are not subject to liquidated damages from section 8(a) and (b), unless the Contractor fails to deliver the minimum of 60 tons per day before the balance of the order is fulfilled. There may be situations where the three calendar day delivery can be extended, but this is contingent on the Purchaser accepting the extended delivery timeframe. Contractor will work with Purchaser regarding the extended delivery. During an emergency event, notwithstanding any provision to the contrary, Contractor shall give priority to WSDOT over MCUA Members if supply is overwhelmed by demand. Delivery Requirements. Contractor must ensure that the Goods/Services are delivered or provided as required by this Master Contract, the Purchase Order used by Purchaser, and as otherwise mutually agreed in writing between Purchaser and Contractor. The following apply to all deliveries: Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Deliveries shall occur during Purchaser’s normal work hours and within the time period mutually agreed in writing between Purchaser and Contractor. Contractor shall coordinate extended delivery days/hours with Purchaser prior to making deliveries. Contractor is responsibility to ensure that Purchaser is available to accept deliveries. Purchaser may refuse shipment when delivered after normal working hours. Purchaser’s acceptance of late delivery shall not constitute a waiver of timely performance for future purchases. For WSDOT facilities, regular business days/hours shall be Monday through Friday, 8am to 4pm (PST), excluding Washington State holidays or extended business hours. If requested on the order, Contractor shall provide Purchaser 24-hour advance notification of scheduled delivery. Such delivery notification shall be made during Purchaser’s regular business hours. Contractor shall ship all Goods and/or Services purchased pursuant to this Master Contract, freight charges prepaid by Contractor, FOB Purchaser’s specified destination with all transportation and handling charges included. Contractor shall bear all risk of loss, damage, or destruction of the Goods and/or Services ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchaser’s fault or negligence. Contractor may charge a drop shipment fee for each additional stop when there are multiple delivery locations for one truckload. Purchasers may specify multiple delivery locations within the same WSDOT Region. All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Master Contract shall be identified by the Master Contract number set forth on the cover of this Master Contract and the applicable Purchaser’s Purchase Order number. Packing lists shall be enclosed with each shipment and clearly identify all contents and any backorders. The Bill of Lading shall include the following information: Date of Delivery (initialed by driver); Purchase Order Number; Snow & Ice Control Product Name; Contractor Name: Delivery Location; Total Amount delivered; Certified scale ticket or certified flow meter ticket; Product Lot number; Transport Company information i.e., Name; tank, trailer, or rail car number; and point and date of origin. Shipping. Typical truckload volumes are: Contractor shall package snow and ice control products as follows: Liquid products: Packaging shall be for bulk products shipped in tanker trucks in full truckload delivery quantities, unless otherwise specified in the Purchase Order. Solid products: Packaging shall be bulk loads in full truckload delivery quantities. All products shall be protected from the weather elements and secured in a manner to prevent it from dislodging during transit.