Doral Purchase Order Terms and Conditions, For Projects Under $50,000

The Work. Vendor shall provide everything necessary to complete Vendor’s scope of work (as further defined in the first page of the Agreement in strict accordance with the “Contract Documents” (which includes this Agreement and any drawings, specifications or other documents furnished to Vendor by Contractor) (the “Work”). Substitutions are not permitted without Contractor’s written approval. Vendor shall comply with all federal, state and local laws, statutes, ordinances, administrative orders, rules, regulations, and codes applicable to the Work (“Laws”). Vendor shall furnish to Contractor ample facilities for inspecting the Work at any place where the Work may be in course of preparation, process, manufacture or treatment. The Vendor shall not be permitted to subcontract any of the Work.

1. Contract Price / Contract Time. The “Contract Price” for the Work is a lump sum amount identified on the first page of the Agreement and is the entire sum to be paid by Contractor to the Vendor for the Work, subject to authorized additions and deductions as provided for herein. The Contract Price includes all costs that may be incurred in performance of the Work, including, without limitation, all applicable federal, state and local taxes and assessments. Vendor agrees to complete the Work in strict accordance with the schedule established by Contractor. (“Contract Time”). Time is of the essence with respect to the commencement, progress and completion of the Work.
2. Warranty. Vendor warrants that the Work will be performed in strict accordance with the Contract Documents and free of defects. Work not conforming to these requirements shall be considered defective. The Vendor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Vendor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage.
3. Changes. Contractor may order modifications to the Work. Such changes are effective only upon written order signed by Contractor and Vendor (“Change Order”). Contractor shall not be obligated to pay for changed Work performed in the absence of a signed Change Order.
4. Payment. Payment shall be made within thirty (30) days after satisfactory completion of the Work and Contractor’s receipt of payment from the Project owner for such Work. Vendor’s invoice shall include a lien waiver from Vendor in a form reasonably satisfactory to Contractor. Invoices received ninety (90) days for more following completion of the Work will not be paid. Retainage shall be withheld to the extent retainage is withheld on Contractor by the Project owner.
5. Indemnity. To the fullest extent permitted by law, the Vendor shall defend, indemnify and hold Contractor and any other entity required to be indemnified pursuant to the Contract Documents and each of their successors, assigns, employees, affiliates, shareholders, officers, partners and members (collectively, the “Indemnitees”) harmless from and against any and all liability, claims, losses, penalties, costs, expenses, damages and causes of action suffered or incurred by any of them, including their attorneys’ fees and litigation expense, arising out of or resulting from the Vendor’s or any other person’s or entity’s performance of the Work, but only to the extent caused by the negligent acts or omissions of such parties. In claims against any Indemnitee by any employee of such parties, the indemnification obligation under this Section shall not be limited by a limitation on the amount or type of damages, compensation or benefits payable by or for such parties under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts.
6. Insurance. Vendor shall secure and maintain the following insurance from companies with an A.M. Best Rating of A-VIII or better: (a) Commercial General Liability with limits of (1) $1,000,000 each occurrence, (2) $2,000,000 General Aggregate, (3) $1,000,000 Personal and Advertising Injury and (4) $2,000,000 Products/Completed Operations Aggregate; (b) Automobile Liability with a combined single limit of $1,000,000; (c) Workers Compensation with the limits required by statute; and (d) Employers’ Liability: $100,000 per accident, $100,000 per employee, $500,000 policy limit. A waiver of subrogation shall be issued in favor of the Indemnitees on all policies. The Indemnitees shall be named as Additional Insureds on all of Vendor’s insurance policies except workers’ compensation. Additional Insured status must be on a primary noncontributory basis. Prior to commencing the Work, Vendor shall furnish Certificates of Insurance to the Contractor which shall contain a provision requiring not less than thirty days’ notice of cancellation, non-renewal or material change in any of its policies.
7. Termination. The Contractor, upon seven (7) days prior written notice to Vendor, may, for cause or for Contractor’s convenience, terminate this Agreement. In the event of a termination for Vendor’s default, Vendor shall only be compensated for the reasonable cost and expense of all Work properly performed, less amounts incurred by Contractor in curing Vendor’s default and finishing the Work (including attorneys’ fees and court costs). In the event of a termination for Contractor’s convenience, the Vendor shall only be compensated for the reasonable cost and expense of all Work properly performed plus 10% thereon as overhead and profit. Vendor shall not receive overhead or profit for unperformed Work.
8. Claims. Vendor shall initiate all claims in writing to Contractor within seven (7) days of the event giving rise to the claim or such claim shall be deemed waived. Disputes shall be subject to arbitration, which shall be decided in accordance with the latest version of the American Arbitration Association (“AAA”) rules for Construction Industry proceedings as modified herein. Arbitration shall be completed within 4 months of delivery of demand for arbitration to the AAA. The prevailing party in any arbitration shall be entitled to recover its attorneys’ fees, expert fees and related costs from the non-prevailing party, as determined by the arbiter of the dispute. The parties agree that the decision rendered may be enforced by any court of competent jurisdiction. To the extent permissible by law, this Agreement shall be governed by the Laws of the State of Wisconsin. Additionally, to the extent permissible by law, the parties agree that jurisdiction and venue for any arbitration arising out of this Agreement shall be in Milwaukee, Wisconsin.
9. Miscellaneous. This Agreement constitutes the entire and integrated agreement between Contractor and Vendor, and supersedes all prior understandings and agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Contractor and Vendor. If any provision of this Agreement shall be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No failure of Contractor to require the performance of any term or obligation of this Agreement shall prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. Vendor shall not assign any part of this Agreement or any monies due or to become due hereunder, without the prior written consent of Contractor. This Agreement may be executed in any number of counterparts, via facsimile or electronic transmission or otherwise, each of which shall be deemed an original and all of which together shall constitute one and the same instrument and shall be binding upon all of the parties.
10. Steel, Hardware, and Certified Materials Documentation. For all steel, hardware, and other certified materials purchased by Contractor under any purchase order, Vendor shall provide complete Mill Test Reports (MTRs), Certificates of Compliance (COC/COE), and any other critical certification and inspection documentation applicable to the items supplied, as determined by Contractor. Such documentation shall cover each heat, lot, or batch, as applicable, and be sufficient to demonstrate full traceability and compliance with all specified standards and project requirements, as determined by Contractor. Vendor shall email all required documentation to purchasing@doralcorp.net at or before the time of any shipment. Failure to provide the required documentation may result in the rejection of the materials, return at Vendor’s expense, and/or withholding of payment until all documentation is received and accepted by Contractor.
11. Material Price Escalation. The Contract Price includes all costs of materials, equipment, supplies and other items required for the performance of the Work. Vendor assumes the risk of any and all increases in the cost of materials, including, without limitation, fluctuations in market prices, tariffs, duties, surcharges, freight costs and supply chain disruptions. Under no circumstances shall the Contract Price be adjusted, nor shall Vendor be entitled to any additional compensation, on account of increases in the cost of materials occurring after the date of this Agreement, unless such adjustment is authorized by a signed Change Order. Vendor acknowledges that it has satisfied itself as to the current and anticipated cost of all materials necessary for the Work and has included adequate provision therefor in the Contract Price.
12. Confidentiality. In the course of performing the Work, Vendor may receive or have access to confidential or proprietary information of Contractor, including, without limitation, trade secrets, business plans, financial information, pricing, technical data, drawings, specifications, customer lists, project information and other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (collectively, “Confidential Information”). Vendor shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of Contractor; (c) use Confidential Information solely for the purpose of performing the Work under this Agreement; and (d) limit access to Confidential Information to those of its employees and agents who have a need to know such information for the performance of the Work and who are bound by obligations of confidentiality no less restrictive than those set forth herein. The obligations of this Section shall not apply to information that: (i) is or becomes publicly available through no fault of Vendor; (ii) was known to Vendor prior to disclosure by Contractor, as evidenced by written records; (iii) is independently developed by Vendor without use of or reference to the Confidential Information; or (iv) is required to be disclosed by law, regulation or court order, provided that Vendor gives Contractor prompt written notice of such requirement and cooperates with Contractor in seeking a protective order or other appropriate remedy. Upon completion or termination of this Agreement, Vendor shall promptly return or destroy all Confidential Information in its possession, including all copies thereof, and shall certify such return or destruction in writing upon Contractor’s request. The obligations of this Section shall survive the expiration or termination of this Agreement for a period of five (5) years.
13. Artificial Intelligence Disclosure and Approval. Vendor shall not utilize any artificial intelligence tools, platforms, systems, or technologies (collectively, “AI Tools”) in connection with the performance of the Work without the prior written disclosure to, and written approval of, Contractor. Such disclosure shall include a description of the specific AI Tools to be used, the scope and purpose of their intended use, and any data of Contractor that may be input into, processed by, or accessible to such AI Tools. Vendor shall ensure that the use of any approved AI Tools complies with all applicable Laws and does not compromise the confidentiality of Contractor’s Confidential Information. Contractor may, in its sole discretion, revoke approval for the use of any AI Tools at any time upon written notice to Vendor, and Vendor shall immediately cease use of such AI Tools upon receipt of such notice. Vendor shall remain fully responsible for the quality, accuracy, and completeness of all Work product, regardless of whether AI Tools were utilized in its preparation. Any use of AI Tools by Vendor without Contractor’s prior written approval shall constitute a material breach of this Agreement.