Terms and Conditions of Purchase Orders
DEFINITIONS; ACCEPTANCE; REVOCATION.
The capitalized terms used herein are as defined in these Terms and Conditions. Acceptance of this Purchase Order must be made on the exact terms herein. Intren expressly rejects any terms and conditions on Supplier’s acknowledgements, quotations, proposals or other forms at variance with this Purchase Order. If this document is determined to be an acceptance, the acceptance is expressly conditioned on Supplier's assent to all of the terms and conditions herein. Supplier’s signature or the shipment by Supplier of any of the goods described herein or provision of any services set forth herein, shall be conclusively deemed an unconditional acceptance of this Purchase Order on the exact terms herein notwithstanding any provision in Supplier's documents or otherwise. Intren reserves the right to revoke this Purchase Order at any time prior to acceptance by Supplier.
SUPPLIER REPRESENTATION.
Supplier represents and agrees that it has carefully examined and has investigated the conditions and difficulties affecting its performance, and that it enters into this Purchase Order based on its own examination and evaluation of all such matters and not in reliance upon any opinions or representations of Intren or any of its respective officers, agents, or employees. Supplier understands that it is an independent contractor and that this purchase order is not an offer of employment. The manner and means of performing and completing this purchase order are entirely under the direction and control of Supplier.
TAXES; CONTRIBUTIONS.
Unless otherwise noted, the Purchase Price includes, and Supplier hereby accepts, exclusive liability for the payment of all federal, state, county, municipal, and all other taxes imposed by law or contract and based upon Supplier’s income or property or upon labor, services, equipment, or other items acquired, performed, furnished, or used for or in connection with the Material, including but not limited to: (a) contributions, taxes, or premiums (including interest or penalties thereon) measured upon the payroll of or required to be withheld from employees; (b) sales, use, personal property, and other taxes (including interest and penalties thereon), whether stated or charged separately, imposed by the furnishing of the Work or the acquisition, ownership, furnishing or use of any materials, equipment, supplies, labor, services, or other items for or in connection with the Work; or (c) pension, welfare, vacation, annuity and other union benefit contributions payable under or in connection with labor agreements. If Intren is obligated to pay any taxes for Supplier’s account, the amount of such payment and all related damages and costs, including attorneys’ fees may, in Intren’s discretion and without prejudice to Intren’s other remedies: (1) be deducted from sums due Supplier; or (2) Supplier shall upon demand reimburse Intren for such expenditure, damages, and costs. Supplier shall furnish all necessary reports and information to the appropriate government agencies with respect to the foregoing.
LAWS; PERMITS.
The Purchase Price includes, and Supplier shall obtain and pay for, all necessary permits and licenses pertaining to the performance of this Purchase Order and shall comply with all applicable federal, state, county, municipal, and all other laws, codes, ordinances, rules, regulations, orders, notices, and requirements, including among others those relating to OSHA, discrimination in employment, fair employment practices or equal employment opportunity, without additional charge or expense to Intren, and shall also be responsible for and correct, at its own cost and expense, any violations thereof resulting from or in connection with the Work. Supplier shall at any time upon demand furnish such proof as Intren may require showing such compliance and the correction of such violations.
DELIVERY.
Delivery shall be FOB to the destination as designated by Intren, with all transportation, freight, and delivery charges, insurance, and taxes prepaid. Supplier shall suitably pack all items or otherwise prepare them for shipment. No charges shall be allowed for drayage, boxing, or packing unless explicitly provided otherwise herein. Supplier shall mark containers or packages with necessary lifting, loading, and shipping information and each package with order number and contents. Supplier shall deliver to Intren at the delivery address all documents necessary to enable Intren to obtain the goods from the carrier when tendered. Delivery by Supplier at the proper time and in the proper sequence is of the essence, and failure by Supplier to do so shall constitute a material breach of this Purchase Order.
PROSECUTION OF WORK.
Supplier shall perform its obligations under this Purchase Order in a diligent, efficient, safe and skillful manner. Should Supplier fail to perform any of its obligations under this Purchase Order, then Supplier shall work whatever hours and means as may be necessary to complete the Work without additional compensation and shall be liable, and reimburse Intren, for all its costs and damages, including any payments to other parties. Supplier shall promptly secure delivery commitments, place orders for materials, equipment or services required for or in connection with the Work to avoid delay, disruption, hindrance or interference and shall furnish copies of procurement efforts and purchase orders upon request. Supplier shall furnish all goods, materials, equipment, and services in compliance with all applicable safety, certification, and testing codes and laws.
Should Supplier be delayed, disrupted, hindered or interfered with in the commencement, prosecution or completion of the Work due to the fault of Intren or due to any other cause beyond Supplier’s control and not due to any fault, neglect, act or omission on Supplier’s part, then Supplier shall be entitled to a reasonable extension of time. Such time extension shall be Supplier’s sole and exclusive remedy for such delay, disruption, hindrance or interference. Supplier shall not be entitled to damages, and Supplier’s receipt of such extension shall release and discharge Intren from any and all claims by Supplier on account of the delay, disruption, hindrance or interference. Moreover, Supplier acknowledges that it shall not be entitled to any extension of time unless it presents a claim for a time extension in writing to Intren within seventy-two (72) hours of the commencement of such claimed delay, disruption, hindrance or interference and Intren subsequently authorizes such extension by written change order.
Supplier shall promptly furnish to Intren, at Supplier’s own expense, all shop drawings, submittals, and samples required in connection with Supplier's Work in the form (including approvals and professional stamps and signatures) and at the time required by Intren. The approval, if any, of the drawings by Intren shall not be construed as acceptance, but will indicate only that such drawings appear to be in conformance with the general intent of the requirements of Supplier's Work. Supplier agrees that, except as may otherwise be agreed to in writing by Intren, any document(s) furnished to Intren in connection with this Purchase Order shall be free from confidential, proprietary or restrictive use marking, other than statutory patent, copyright or U.S. Government security notices. No substitutions of similar supplies, materials, or equipment for items requested by Intren shall be made unless approved in writing by Intren, which approval shall not relieve Supplier from the satisfactory and timely delivery of all Work.
All Work may be inspected by Intren at any and all times and any and all places, either before, during, or after completion, by any inspectors designated by Intren. Any inspection or acceptance by Intren shall not relieve Supplier of ITS obligation to comply with the requirements of this Purchase Order. In order to inspect the Work before acceptance Intren shall have the greater of: (a) thirty (30) days from delivery; or (b) such greater time as may be reasonably required to inspect the Work. If any of the Work fails to conform to this Purchase Order, then at the option of Intren, nonconforming Work shall be replaced by Supplier or by another source selected by Intren. Supplier shall be responsible for all costs and damages (including attorneys’ fees) relating to or resulting from the nonconforming Work. Any such costs by Intren shall be charged to Supplier at normal billing rates, including labor-related expenses, subsistence, travel, per diem, equipment, and penalties, plus 20% mark-up covering Intren's overhead cost.
CHANGES; REMEDIES.
Intren has the right to make, from time to time and without notice to any sureties or assignees, changes to this Purchase Order. Within forty-eight (48) hours of a change order, Supplier shall notify Intren in writing of any increases or decreases in costs or changes of schedule caused by such changes, and an equitable adjustment shall be agreed upon in a written amendment to this Purchase Order. Failure of Supplier to notify Intren in writing of any claim for an increase in price or extension of time within forty-eight (48) hours of the change made by Intren shall constitute a waiver by Supplier of any claim for an increase in price or extension of time. A waiver by Intren of the lack of compliance with the notice requirement once or repeatedly shall not operate in any way to waive the notice requirement in other instances. Intren shall have all remedies available to it herein, at law or in equity, and its remedies shall be cumulative.
IN NO EVENT SHALL INTREN BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUES OR PRODUCT AND REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES OUT OF BREACH OF CONTRACT OR WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, MISREPRESENTATION, INDEMNITY, CONTRIBUTION, STRICT LIABILITY, EQUITY, OR ANY OTHER LEGAL THEORY.
PAYMENT.
Supplier’s invoice shall identify Intren's purchase order number and quantity for the Work completed. An invoice shall constitute a waiver of all Supplier's claims through the last date covered by the invoice, including bond and lien claims and otherwise unasserted claims, except only claims for payment from Intren of that invoice amount. Payment by Intren for Work completed hereunder shall be made only when invoices are in the required form and accompanied by evidence of completion of the Work in a form acceptable to Intren. No payment shall operate as approval or acceptance of the Work or waiver of any claims by Intren. Supplier shall provide releases of claims and lien waivers in a form required by law in the jurisdiction where the purchase order is performed and acceptable to Intren from itself and its subcontractors, employees, and agents for any requested payment before any payment is deemed earned or due. Provided other requirements herein are met and Supplier is not in breach of this Purchase Order, payment is due within forty-five (45) days after Intren receives a proper invoice with all required documentation. Supplier shall pay promptly for all materials, skills, labor and equipment used in performance of this Purchase Order as bills or claims become due, as Supplier warrants and represents it has good and adequate funds to make any such payments without reliance on payment from Intren. To the fullest extent permitted by law, Supplier shall defend, indemnify and hold harmless Intren, and Intren 's surety, if any, from and against all claims, bond claims, equitable liens, and mechanics' liens asserted by Supplier or any of Supplier’s subcontractors, Supplier’s employees, or others performing any of Supplier’s obligations and all damages, losses and expenses on account thereof or related thereto, including without limitation legal fees and disbursements paid or incurred by Intren and Intren’s sureties, or Supplier in connection therewith.
SAFETY.
Supplier shall be solely responsible for the protection and safety of all persons in connection with the Works. Supplier shall act in a safe manner, shall take all safety precautions with respect to its Work, and shall comply with all applicable laws, codes, ordinances, rules, regulations and lawful orders of any person or authority responsible authority for the safety of persons or property.
TERMINATION.
The performance of Work under this Purchase Order may be terminated for any of the following reasons:
(I) Agreement: This Purchase Order may be terminated by a writing signed by both parties or their duly authorized agents.
(ii) Default: Time is of the essence for the performance of this Purchase Order, and Intren reserves the right to cancel this Purchase Order or any portion hereof, without any liability, if Supplier fails to comply with this Purchase Order or if Supplier breaches any of the terms hereof, including, without limitation, Supplier’s warranties. In the event of termination for default where Intren chooses to cancel this Purchase Order, without limiting Intren’s other rights and remedies, Intren may purchase similar goods and services elsewhere and Supplier shall be liable for the excess cost to Intren resulting from such purchase.
(iii) Insolvency: If there is a filing of a voluntary or involuntary petition to have Supplier declared bankrupt, the appointment of a receiver or trustee for Supplier, the execution by Supplier of any assignment for the benefit of creditors, or it at any time, in the judgment of Intren, Supplier’s financial condition shall be such as to endanger performance under this contract, Intren shall have the unrestricted right to cancel and terminate this contract. Rights of the parties under such termination shall be determined under Paragraph 10(ii) above.
(iv) Convenience: Intren may terminate all or any part of this Purchase Order at any time for convenience upon three (3) days prior written notice to Supplier. In the event of such termination, Supplier: (1) shall immediately stop all work hereunder; (2) shall cause its suppliers, contractors and employees to cease work; and (3) may make a written claim for the cost of any Work to the extent completed as of such termination date; provided, however, that: (a) Supplier shall not be paid for any Work done after receipt of the notice of termination, nor for any costs incurred by Suppler or its contractors and employees which could have been avoided; and (b) Supplier shall not be paid for any work done as a result of Supplier’s unreasonable anticipation of the requirements of this Purchase Order. Other than as specified in the preceding sentence, Supplier shall not be entitled to any claim, remedy or damages from Intren, including but not limited to, any charges or expenses incurred by Supplier in advance of the normal or reasonable lead time necessary to meet scheduled delivery dates nor for any expenses, charges or liability incurred subsequent to the giving of notice of cancellation nor for any anticipated profits or overhead. Any and all claims or requests by Supplier under this Paragraph shall be deemed waived unless made in writing and received by Intren within ten (10) days after the date of such termination. If Intren attempts to terminate for default as set forth above and such attempted terminated is determined to have been improper, then such termination shall be deemed to be a termination for convenience as provided in this Paragraph, and Supplier shall be entitled to be paid only (and Intren’s liability shall be limited to the unpaid portion of) the amount which Supplier would be entitled to recover in the event of a termination for convenience. Supplier not in default may terminate this purchase order by giving sixty (60) days’ prior written notice to ContractSupport@intren.com.
ASSIGNMENT.
This Purchase Order and any and all of Supplier’s rights and obligations pursuant to this Purchase Order may not be assigned or subcontracted by Supplier without Intren’s prior written consent. Any assignment or subcontract without such consent is void. Subject to the foregoing, this Order shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors and permitted assigns. All sums otherwise due or to become due to Supplier shall be subject to deduction by Intren for any setoff or counterclaim Intren may have whether such setoff or counterclaim arose before or after any assignment by Supplier. This Purchase Order shall inure to and be binding upon the heirs, administrators, successors and assigns of the respective parties hereto.
WARRANTY.
SUPPLIER EXPRESSLY REPRESENTS AND WARRANTS THAT: (I) ALL WORK IS OF GOOD WORKMANSHIP, PERFORMED BY QUALIFIED INDIVIDUALS IN ACCORDANCE WITH ALL APPLICABLE LAWS; (II) ALL MATERIALS PROVIDED ARE MERCHANTABLE AND FIT FOR THE PURPOSE FOR WHICH THEY ARE INTENDED, ARE NEW AND OF GOOD QUALITY, FREE FROM DEFECTS, INCLUDING, WITHOUT LIMITATION, LATENT DEFECTS, AND IN THE QUANTITY, SIZE, DESCRIPTION, AND DIMENSIONS SPECIFIED BY INTREN; (III) ALL WORK SHALL BE COMPLETED IN ACCORDANCE WITH ANY WRITTEN DOCUMENTATION AND ORAL ASSURANCES PROVIDED BY SUPPLIER TO INTREN. SUPPLIER AGREES TO INDEMNIFY, DEFEND, AND HOLD INTREN AND ITS AFFILIATES, SUBSIDIARIES AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND CUSTOMERS, AND OTHERS CLAIMING UNDER INTREN HARMLESS FROM ANY LOSS, DAMAGE, OR EXPENSE WHATSOEVER THAT INTREN MAY SUFFER FROM BREACH OF THE WARRANTIES IN THIS SECTION. THE WARRANTIES PROVIDED BY THIS SECTION SHALL SURVIVE INSPECTION, ACCEPTANCE AND FINAL PAYMENT BY INTREN.
AT SUPPLIERS SOLE COST AND AT NO COST TO INTREN, SUPPLIER SHALL PROMPTLY REMOVE AND REPLACE DEFECTIVE, IMPROPER, UNSOUND OR NON-COMPLYING WORK DISCOVERED WITHIN ONE (1) YEAR FROM THE DATE OF FINAL ACCEPTANCE OF THE WORK BY INTREN WITH PROPER AND SATISFACTORY WORK. WITH RESPECT TO WORK THAT HAS BEEN REMEDIED, THE ONE-YEAR CORRECTION PERIOD SHALL BE EXTENDE FOR AN ADDITIONAL YEAR FROM THE TIME OF LAST CORRECTION. INTREN SHALL HAVE THE BENEFIT OF ALL OTHER WARRANTIES IMPLIED AT LAW AND MADE BY SUPPLIER. THE WARRANTIES SHALL SURVIVE ANY INSPECTION, DELIVERY, ACCEPTANCE, OR PAYMENT BY INTREN, AS WELL AS TERMINATION OR EXPIRATION OF THIS PURCHASE ORDER.
TITLE; RISK OF LOSS.
Title to the Work and risk of loss (other than as provided in the remainder of this Paragraph) shall pass to Intren immediately upon delivery of the Work to Intren at the point specified in this Purchase Order. However, if Intren pays part of the purchase price before taking delivery of the Work, then such payments shall be regarded as partial payment for the Work, and title to any Work procured for or manufactured by the Supplier for the purpose of this Purchase Order shall pass to Intren from the date of such payments up to the total value thereof.
INDEMNIFICATION.
To the fullest extent permitted by law, Supplier assumes entire responsibility and liability for and shall defend (with Intren’s choice of counsel), indemnify and hold harmless Intren, its agents, officers, directors, affiliates, employees, successors, assigns (collectively “Indemnitees”) from and against any and all claims, liability, damages, losses and expenses including, without limitation, personal injury or death of any person (whether employees or otherwise), property damage (including loss of use), legal fees, and disbursements and including claims, liability, damages, losses and expenses for which one or more Indemnitees may be claimed to be liable in whole or in part, arising out of or resulting from or in any manner connected with Supplier’s performance (or failure in performance) of its obligations under this Purchase Order. Supplier’s indemnity obligations under this Paragraph exclude only claims, liability, damages, losses and expenses that would cause this indemnification clause to be invalid or unenforceable. The indemnity obligations under this Purchase Order shall survive the termination of this Purchase Order. If this Paragraph is determined to be unenforceable or invalid, it shall be deemed revised to require Supplier to indemnify, hold harmless, and defend Intren to the fullest extent permitted by law. Supplier shall provide insurance to cover its indemnification obligations under this Paragraph for personal injury, death, and property damage, including products and completed operations coverage.
EFFECT OF AGREEMENT.
This Purchase Order set out the entire agreement between the parties regarding the Work. The parties agree that there are no other oral or written understandings or agreements between them regarding the Work. No amendment, modification or waiver of any provision of this Purchase Order will be effective unless it is made in writing, signed by the parties to be bound by it, clearly stating the extent and nature of the amendment, modification, or waiver. If Intren fails to insist upon strict performance of any obligation under this Purchase Order, that failure will not result in a waiver of Intren’s right to demand strict performance in the future.
INSURANCE.
In the absence of greater coverage(s) required by the Prime Contract or other Contract Documents, if applicable, the following minimum insurance coverages during the life of this Order, and shall provide Intren with acceptable proof of such coverages: 1) Workman’s Compensation as required by the laws of the State applicable to performance under this Order; and 2) Employer’s Liability Insurance with limits of at least $1,000,000 per occurrence; and 3) where transportation for any portion of this Order is required, commercial automobile liability providing coverage for liability arising out of owned, hired, and non-owned vehicles with a minimum per occurrence limit of $1,000,000; and 4) where Services are required, Comprehensive General Liability Insurance written on a CG 00 01 10 01 (or its equivalent) coverage form, including but not limited to equivalent premises-operations liability, product-completed operations, broad form property damage, personal and advertising injury liability and contractual liability coverage covering all Services and work required and/or provided by Supplier and its agents and employees, with limits of liability not be less than $1,000,000 per occurrence for injury or death/$1,000,000 aggregate, and $1,000,000 per occurrence for property damage/$1,000,000 aggregate; 5) Suppliers involved in trucking and hauling and freight brokers and forwarders shall also secure and maintain the following coverages during the life of this Order, and shall provide Intren with acceptable proof of such coverages: a) Motor Truck Cargo coverage with a minimum limit in the amount of the commodity being hauled, or as specifically indicated in any purchase order issued hereunder, whichever is greater, with a maximum deductible of $1,000 per occurrence or as specified in any purchase order issued hereunder, whichever is greater; b) any freight broker must maintain a Broker Bond in the minimum amount of $10,000; and c) any freight forwarder must maintain proper BMC 34 filing, and a minimum limit of $5,000 with the FMCSA, contingent auto liability and contingent cargo coverage in the amounts listed in this section; and Excess or Umbrella Liability coverage in the amount of at least $1,000,000 on a follows form basis.
Intren, any property owner where the Services are performed, each of their respective direct and indirect parent company(ies), subsidiary(ies), related entity(ies), agents, officers, directors, partners, managers, members and employees (“Additional Insureds”) shall be named as additional insureds on all liability policies. All additional insured coverage provided to these Additional Insureds shall be written as primary and non-contributory.
Supplier’s failure to provide evidence of the insurance required to be secured and maintained by it pursuant to this Agreement shall be a material breach of this Agreement and subject to immediate termination. The failure of Supplier to deliver, or Intren to demand or request delivery of, the required certificate of insurance, compliant coverages, or any other documents required hereby shall not be deemed a waiver of Supplier’s duty to obtain the required coverage(s).
FORCE MAJEURE.
Neither Party shall be liable for any failure or delay in the performance of any obligation under this Order which delay or failure is due solely to due to events beyond such Party’s reasonable control including, but not limited to, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, sabotage, riots, civil disorders, war, transportation embargoes or delays, failure or shortage of materials, supplies or machinery, acts of God, or acts or regulations or priorities of the Federal, state or local government or branches or agencies thereof.
ENVIRONMENTAL COMPLIANCE.
Without limiting the foregoing, Supplier shall also be responsible for compliance with all “Environmental Laws” relating to the supply/performance of the Goods/Services including, but not limited to, Environmental Laws addressing any “Release or Spill” of a Hazardous Substance which occurs during the provisions of Services. For purposes of this Order, the following terms shall apply: “Environmental Laws” shall mean any and all federal, state, local, civil and criminal laws, statutes, ordinances, orders, codes, rules, regulations, environmental permits, and policies, relating to the protection of health and the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, distribution, formulation, packaging, or labeling of Hazardous Substance(s); “Release or Spill” shall mean any "spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, migrating, escaping, releasing, leaching, dumping, or disposing into the environment); and “Hazardous Substance(s)” shall mean petroleum (including gasoline, crude oil or any crude oil fraction), waste, trash, garbage, industrial by-product, and chemical or hazardous substance of any nature, including, without limitation, radioactive materials, PCBs, asbestos, untreated sewerage, industrial process sludge and any other substance identified as a hazardous substance or waste in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as “CERCLA”), as amended, the Superfund Amendment and Reauthorization Act (commonly known as “SARA”), the Resource Conservation and Recovery Act (commonly known as “RCRA”), or any other applicable federal, state, municipal or county legislation or ordinance. Supplier shall provide notice to Intren within 24 hours of any Release or Spill of any Hazardous Substance(s), which occurs during the supply/performance of Goods/Services, and perform all necessary reporting, investigation and/or remediation in accordance with Environmental Laws. In addition to the requirements of any Environmental Laws, Supplier shall further notify Intren within 7 days of any such Release or Spill event, as to the status of any investigation and/or remediation of the Release/Spill event. Notice, for purposes of this paragraph, shall be provided by telephone to INTREN, LLC Headquarters (815)923-2300 and also as required under the “Notices” section herein.
APPLICABLE LAW; VENUE.
Any claim(s) or dispute(s) arising hereunder shall be submitted to Arbitration only if demanded by INTREN. Should INTREN so demand, and if allowed by law, the Parties shall waive demand to a jury with regard to such contract dispute, and such claim(s), dispute(s) and other matter(s) shall be resolved by submission of the dispute to the American Arbitration Association, Commercial or Construction practice area(s)/ section(s), to be determined pursuant to its rules, and the determination of the American Arbitration Association shall be final and binding upon INTREN and Supplier, and judgment may be entered upon said decision, in accordance with the applicable laws of the court having jurisdiction thereof, and shall be enforceable in like manner.
THIS PURCHASE ORDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO ITS CONFLICTS OF LAW AND CHOICE OF LAW PRINCIPLES. THE PARTIES AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE IN ALL LEGAL ACTIONS BROUGHT TO ENFORCE OR CONSTRUE THIS PURCHASE ORDER SHALL BE MCHENRY, COUNTY, ILLINOIS, AND EACH PARTY WAIVES ANY CLAIM OF LACK OF JURISDICTION OR FORUM NON CONVENIENS.
ATTORNEYS’ FEES; COSTS.
Should either party sue to enforce its rights herein, the prevailing party shall be entitled to reimbursement from the other party of reasonable attorneys’ fees and litigation costs and expenses, in an amount to be determined by the court or by arbitration if required by the court or agreed by the parties.
MISCELLANEOUS.
Supplier shall not use any photos or other reference to Intren in Advertisement or other publications without the prior written consent of Intren. if any provision of this Purchase Order is determined to be unenforceable or invalid, the unenforceable or invalid provision shall be deemed severed from this Purchase Order, and the remaining portions of this Purchase Order shall be enforced with the same force and effect as if the severed portions had never been part of this Purchase Order. Titles to Paragraphs are for convenience only and shall have no bearing on the interpretation of this Purchase Order.
NOTICES.
All notices to INTREN pursuant to this P.O. shall be (1) via email to Contracts Department at ContractSupport@intren.com; and (2) in writing, delivered either certified mail, or by commercial overnight courier, or by hand delivery to:
INTREN, LLC
18202 W. Union Road
Union, Illinois 60180
Attention: Contracts Department
Notice to Supplier shall be via email to the email address most commonly used by Supplier, with a copy send in writing, delivered either certified mail, or by commercial overnight courier, or by hand delivery to Supplier at the address listed on the face of the Agreement, attention the individual that Supplier may designate from time to time via Notice as provided herein, and in the absence of such designation, to the person that executes this P.O.
PRIME CONTRACT. For Suppliers performing services on Intren’s customer’s property or job sites, Supplier understands that for this P.O. there may exist an agreement between Intren and its customer, which agreement(s) shall collectively be referred to herein as the Prime Contract (“Prime Contract”). The Prime Contract is incorporated into this P.O. Supplier agrees to be bound to Intren by all of the provisions of the Prime Contract applicable to Supplier’s services, and, insofar as the services are concerned, to assume towards Intren all of the duties, obligations, risks, and liabilities that Intren has assumed under the Prime Contract, including, without limitation, all requirements relating to quality, quantity, insurance and timeliness of work.