Acceptance: Any acceptance of this purchase order is limited to acceptance of the express terms contained on the face and back hereof.  Any additional or different terms or any attempt by the Seller or Subcontractor (hereinafter “Seller”) to vary in any way the terms of this purchase order before or after its acceptance is hereby objected to and rejected, but such proposals shall not operate as a rejection of this purchase order unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods or services.  Only terms and conditions that are specifically negotiated and agreed to by the parties in a subsequent written change order will be considered to be part of this agreement.
The Work: Seller agrees to furnish all supervision, labor, tools, equipment and supplies necessary to perform the Work described in this purchase order, and in all Prime Contract documents which are incorporated herein by reference, unless otherwise specified.
Payment: Purchaser or Contractor (hereinafter “Purchaser”) agrees to pay Seller for the satisfactory performance of this purchase order upon the later of (i) acceptance of the Work by the project owner, or (ii) forty-five (45) days from Purchaser’s receipt of Seller’s properly prepared invoice.  The price set forth on the front of this purchase order is firm and not subject to escalation by Seller.
Termination for convenience of Purchaser:  Purchaser reserves the right to terminate this order or any part hereof for its sole convenience.  In the event of such termination, Seller shall be paid a reasonable charge for its direct costs of demobilization, together with the costs of any work performed to date. 
Termination for Cause:  Purchaser may also terminate this order or any part hereof for cause in the event of any default by the Seller, or if the Seller fails to comply with any of the terms and conditions of this purchase order.  Late deliveries, deliveries of services which are defective or which do not conform to this order, and failure to provide Purchaser, upon request, of reasonable assurances of future performance shall all be causes allowing Purchaser to terminate this order for cause.  In the event of termination for cause, Purchaser shall not be liable to Seller for any amount and Seller shall be liable to Purchaser for any and all damages sustained by reasons of the default which gave rise to the termination.
Warranty: Seller expressly warrants that all goods or services furnished under this Agreement shall conform to all applicable laws, codes, ordinances and professional standards applicable to Seller’s business, and to all specifications required by Purchaser and/or Owner, and will be new, and will be free from all defects in materials or workmanship.  Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligations under this warranty, and such warranty shall survive inspection, test, acceptance and use.  Seller’s warranty shall run to Purchaser, its successors, assigns and customers, and users of products sold by Purchaser.  Seller agrees to replace, or correct defects of any goods or services not conforming to the foregoing warranty promptly without any expense to Purchaser when notified of such nonconformity by Purchaser, provided Purchaser elects to provide Seller the opportunity to do so.  In the event of failure of Seller to correct defects in or replace nonconforming goods or services promptly, Purchaser, after reasonable notice to Seller, may take such corrections or replace such goods and services in a commercially reasonable manner and charge Seller for the cost incurred by Purchaser in doing so.
Price Warranty:  Seller warrants that prices shown on this purchase order shall be complete, and any additional charges will be borne by Seller, including all taxes, licenses and fees of every nature which may be imposed upon Seller in the performance of its obligations under this order. 
Force Majeure: Purchaser may delay delivery or acceptance occasioned by causes beyond its control.   
Insurance: Seller shall at its own cost procure and keep in full force and effect during the performance of this purchase order the following minimum levels of insurance covering its performance obligations hereunder: (1) Commercial General Liability Insurance including contractual liability coverage covering liability assumed under this purchase order, broad form property liability coverage, personal injury coverage, and explosion, collapse and underground hazards with a combined single limit of $1,000,000 per claim and $2,000,000 in the aggregate; (2) Auto Liability insurance including all owned, hired, leased, assigned and non-owned vehicles with a limit of $1,000,00 per accident for bodily injury and property damage; (3) Worker’s Compensation and Employers Liability insurance covering all of Seller’s employees, workmen, leased workers, and subcontractors with at least the minimum amount of worker’s compensation insurance required by the state or governmental authority where the Work is taking place, and Employer’s Liability insurance in the amount of $1,000,000 per accident/illness/claim, both of which shall name Purchaser as an alternate employer; (4) Contractors Equipment covering Seller’s equipment, tools and business personal property that are used or are in connection with the performance of this purchase order (such insurance purchased by Seller is only available to Seller and Purchaser is not responsible for any equipment, tools, or business personal property of any kind that belongs to Seller); and (5)Umbrella/Excess Liability insurance covering the form of coverages required above with limits of liability equal to $5,000,000 per occurrence.  Seller agrees that all such insurance will name Purchaser as an additional insured with respect to Seller’s performance hereunder (except Worker’s Compensation), all such insurance shall waive any rights of subrogation against Purchaser and its customers, and all such insurance shall be primary and non-contributory with respect to insurance maintained by Purchaser and the property owner.  Seller further agrees that in connection with its performance of the Work hereunder that it shall be considered independent contractor and that the person(s) doing such Work shall not be considered employees of the Purchaser.  Seller shall be responsible for conducting any inspections of the Work site and for ensuring that the Work site is adequate and safe for Seller’s performance obligations hereunder.  Seller shall indemnify, defend and hold harmless Purchaser from and against any and all claims or liability arising out of the work covered by his purchase order.
Indemnification: To the extent allowed by law, Seller shall defend, indemnify and hold harmless the Purchaser from and against all damages, claims, or liabilities and expenses (including reasonable attorney’s fee) arising out of or resulting in any way from its Work hereunder and against any defects in the goods or services purchased thereunder, or from any act or omission of Seller, its agents or customers, or from any alleged patent infringement, as well as for any unfair competition resulting from similarity in design, trademark, or appearance of goods or services furnished hereunder.
Changes: Purchaser shall have the right at any time to make changes in requirements, schedule, scope, drawings, designs, specifications, materials, time and place of delivery and method of transportation.  If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified by change order in writing.  Seller agrees to accept such changes subject to this paragraph.
Inspection/Testing:  Payments for the services or goods provided hereunder shall not constitute acceptance thereof, Purchaser shall have the right to inspect such services or goods and reject any or all of said services or goods which are in Purchaser’s judgment defective or nonconforming.  Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.
Entire Agreement: This purchase order and any documents referred to on the face hereof, constitute the entire agreement between the parties. No alterations or modifications of these terms and conditions whether attempted by any preprinted terms on Sellers contracts, proposals, invoices, daily tickets, releases or other pre-printed forms will be considered part of the contract between Purchaser and Seller and Purchaser specifically rejects all such terms and conditions. 
Assignments and Subcontracting:  No part of this order may be assigned or subcontracted by Seller without the prior written approval of Purchaser.
Set Off:  All claims for money due or to become due from Purchaser shall be subject to deduction or set off by the Purchaser by reason of any counterclaim, arising out of this or any other transaction with Seller.
Independent Contractor:  Seller shall have the right to control the manner and method to best perform the Work and at all times shall be considered an Independent Contractor. Seller agrees that it is providing the Work as an Independent Contractor and neither Seller, nor any of its employees, agents, or workers, shall be considered an employee of Purchaser.
Performance:  Time is of the essence of this contract, and if performance is not completed by the time promised, Purchaser reserves the right without liability in addition to its other rights and remedies to terminate this contract by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items and services elsewhere and charge Seller with any loss incurred.
Limitation of Purchaser’s Liability:  In no event shall Purchaser be liable for lost revenue or lost profits or for INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT or PUNITIVE DAMAGES regardless of the legal or equitable theory giving rise to such damages.  Any action resulting from any breach on the part of Purchaser as to the goods or services delivered hereunder must be commenced within one year after the cause of the action has accrued.
Equal Employment Opportunity:  The Seller agrees to comply with the application provisions and situation of all Federal and State laws regulating Equal Opportunity, including sever (7) paragraphs in Section 202 of Executive Order 11246, as amended ad 41CFR, Part 60-1.  This commitment to EEO shall be effective as of the date of this Purchase Order.
Governing Law and Disputes: Seller agrees to fully comply with all Federal, State and Local laws, rules, regulations and ordinances enacted or enforced by any applicable governing body having jurisdiction over the Work or Work site.  In case of any disputes between Purchaser and Seller, the parties agree that all such disputes may be settled through litigation in the District Court of Jefferson County Colorado and that Colorado law shall govern this purchase order and any disputes between the parties.  
Safety: Seller shall strictly observe and comply with all applicable safety laws, rules and regulations, including OSHA standards, and with the safety requirements set forth by Purchaser and the project owner.