Supplier Terms & Conditions

PLEASE SEND ALL INVOICES TO [email protected] OR MAIL TO: PO Box 49033 San Jose CA 95161-9033.

TO ENSURE PAYMENT IN A TIMELY MANNER, PLEASE INCLUDE THE FOLLOWING INFORMATION ON ALL INVOICES:

Vendor Name (as specified on PO)
Vendor’s address
Vendor’s remit-to address
Vendor’s contact phone number
Invoice Number
Invoice Date
Contractor Authorization #, if provided
PO Number (provided by Cal Water)
PO Line Number
PO Line UOM
PO Line Unit Price
QTY shipped or billed
Total Merchandise Amount (sub-total of all line charges)
Freight, Sales Tax and Misc charges
Total Gross Invoice Amount

THE ACCOMPANYING TERMS AND CONDITIONS ARE INCORPORATED IN THIS AGREEMENT AND SUPERSEDE ANY CONFLICTING TERMS IN THIS PURCHASE ORDER OR PREVIOUSLY AGREED TO TERMS BY THE PARTIES. IF VENDOR AND CAL WATER HAVE SIGNED A SEPARATE WRITTEN AGREEMENT FOR THE GOODS OR SERVICES IN THIS PURCHASE ORDER THAT IS INTENDED TO REPLACE THESE TERMS & CONDITIONS, THE SEPARATE SIGNED WRITTEN AGREEMENT SHALL CONTROL AND SUPERSEDES THESE TERMS & CONDITIONS. IF CAL WATER AND VENDOR HAVE ENTERED INTO A SIGNED AGREEMENT TO MODIFY OR AMEND THESE TERMS & CONDITIONS, THE MODIFICATION OR AMENDMENT CONTROLS IN THE EVENT OF A DISPUTE OR CONFLICT WITH THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER.

CALIFORNIA WATER SERVICE COMPANY TERMS & CONDITIONS

THE TERMS AND CONDITIONS SET FORTH BELOW ARE MADE A PART OF EACH CALIFORNIA WATER SERVICE COMPANY PURCHASE ORDER THAT IS AWARDED ON THE BASIS OF A VENDOR’S BID, SOLICITATION, ESTIMATE, PROPOSAL, OR OTHER WRTITTEN OFFER. BY ACCEPTANCE OF A PURCHASE ORDER, THE VENDOR AGREES TO ALL TERMS AND CONDITIONS ON THIS ORDER.

DEFINITIONS: The following terms have the meanings in this Purchase Order as hereinafter set forth:
1. “Authorized Representative” means a corporate officer of Cal Water, the procurement manager of Cal Water or, within the Cal Water Limits of Authority, the district or department management of Cal Water for the district or department in which the Goods are to be delivered or the Services are to be performed.
2. “Cal Water” means California Water Service Company, a California public utility corporation, the purchaser of Goods and/or Services hereunder.
3. “Force Majeure Event” means an event such as a fire, riot, flood, labor dispute, natural disaster, prolonged, major internet or telecommunications failure, terrorist act or other reason of a like nature. It does not include events caused by the fault or negligence of the Vendor, or events that are reasonably avoidable.
4. “Good(s)” means the materials, supplies, items, and/or equipment, or any part of the foregoing covered by this Order.
5. “Order” means this Purchase Order.
6. “Services” means the work and/or services to be performed by Vendor pursuant to this Order.
7. “Vendor” means the contractor, consultant, service provider or seller of Goods and Services designated on this Order and includes its employees, agents, subcontractors, independent contractors and all other classes of persons providing any Goods or performing any Services hereunder.
ACCEPTANCE OF ORDER. To accept this Order, Vendor must provide written acknowledgement of such acceptance to Cal Water within ten days of the date of this Order. If Vendor fails to provide written acknowledgement of its acceptance, any conduct by Vendor that recognizes the existence of a contract pertaining to this Order shall constitute full acceptance by Vendor of this Order. Any terms proposed in Vendor’s acceptance of this Order that add to, vary from, or conflict with the terms herein are hereby rejected.
DELIVERY AND PERFORMANCE.
1. TIME IS OF THE ESSENCE. Delivery of Goods and performance of Services must be made in accordance with the dates on this Order.
2. All Goods shall be prepared and packed in a commercially reasonable manner suitable for the Goods shipped and so as to secure reasonable transportation rates. Vendor must include the applicable Order number and line item number on all its packages, packing slips, invoices, notices and correspondence to Cal Water.
3. If delivery of Goods or performance of Services is not completed within the time(s) specified herein, Cal Water reserves the right in its sole discretion, without liability, in addition to its other rights and remedies, to cancel the entire Order or that part of the Order not delivered or performed, or to extend the time of delivery, performance and/or payment.
4. If timely delivery of Goods is endangered by Vendor, Cal Water shall have the right to direct Vendor to make shipment by the most expeditious means, and the total cost of such expedited shipment and handling shall be borne by Vendor. If Services are not provided and properly completed within the time(s) on the Order, Cal Water shall have the right to require Vendor to accelerate performance of some or all of the remainder of such Services and the extra cost of the expedited performance of such Services shall be borne by Vendor.
FORCE MAJEURE. Neither Vendor nor Cal Water shall be held liable nor be deemed to have breached this Order for failure or delay caused by or resulting from a Force Majeure Event; provided, however, that the foregoing may suspend but not discharge the obligations of either party under this Order; and provided further, that once any such events, actions or occurrences have been removed or are otherwise alleviated, performance and delivery shall resume as provided herein.
PRICE. Vendor agrees that the price(s) set forth on this Order is firm, and is not subject to increase or any economic price adjustment. Unless otherwise provided on the face of this Order, the price(s) stated shall include all costs for packing, transporting and insuring the Goods ordered to Cal Water’s facility at the delivery address specified on this Order. Cal Water shall not be liable for any taxes with respect to this Order other than municipal, state or federal sales taxes levied on Cal Water that Vendor is required by law to collect from Cal Water. All such taxes and other charges shall be stated separately on Vendor’s invoice. Vendor warrants that such prices for the Goods and Services provided hereunder are no higher than Vendor’s current prices on orders by other purchasers for products of the kind and specifications covered by this agreement for similar quantities under similar or like conditions and methods of purchase.
PAYMENT. Payment due dates, including discount periods, will be computed from the date of receipt of all Goods and Services or the date of receipt of a correct invoice for such Goods and Services, whichever is later.
INSPECTION AND ACCEPTANCE OF GOODS AND SERVICES.
1. Cal Water shall have a reasonable time (but not more than 90 days) after receipt to inspect and approve the Goods and Services provided by Vendor, under this Order. If any Goods delivered or Services provided do not meet the intended requirements of Cal Water, Cal Water may reject the Goods and Services. Cal Water may elect to reject the entire Goods and Services provided even if only a portion is nonconforming. If Cal Water elects to accept nonconforming Goods and Services, Cal Water, in addition to its other remedies, shall be entitled to deduct a reasonable amount from the price to compensate Cal Water for the nonconformity. Final payment for any Goods and/or Services shall be deemed an acceptance.
2. Acceptance of any Goods and/or Services after inspection shall not constitute a waiver of any warranty made by Vendor or implied by law, nor shall it preclude Cal Water from revoking its acceptance for any latent defects or fraud after payment.
RISK OF LOSS. Vendor assumes all risk of loss or damage to: (i) the Goods until delivery to Cal Water at the delivery address specified on this Order; and (ii) any and all Goods rejected or not accepted by Cal Water, from the time of such rejection. Any reference to the term “FOB” in this Order shall be deemed to be with respect to transportation charges only and shall not alter, modify, supersede or otherwise amend the foregoing provisions of this paragraph.
WARRANTY.
1. Vendor warrants good and marketable title to the Goods and that all Goods and Services furnished hereunder: (i) will be in full conformance with the specifications, blueprints, drawings, samples and data or other description furnished by Cal Water or furnished by Vendor and approved by Cal Water; (ii) will perform as specified herein or as otherwise represented by Vendor; (iii) will be merchantable and fit and sufficient for the use intended by Cal Water; and (iv) will be free from defects in material, workmanship, manufacture and design. Vendor’s warranty shall be effective for the period of time set forth on the face of this Order. If no such period is stated, the warranty shall be effective for a period of one year from the date of acceptance of the Goods by Cal Water or completion of the Services.
2. In addition to any other remedies which may be available at law or in equity, Cal Water may, at its option, return to Vendor for full credit any Goods that do not meet the warranties specified herein or require correction or replacement of such goods, or require corrected and proper performance of all Services, all at Vendor’s sole risk and expense. Packing and shipping of replacement or supplemental Goods or instruments of Service shall be at Vendor’s cost, including the cost of any premium transportation incurred in order to meet the delivery and performance schedule on this Order.
CHANGES. Vendor acknowledges that Cal Water may, by written notice to Vendor, alter, modify or otherwise amend the terms and conditions of this Order. Vendor shall cooperate with Cal Water to accommodate any such amendments in good faith and shall affirm such amendments in writing. If any such amendment causes an increase or decrease in the cost of the Goods or the time required for the delivery of the Goods or the performance of the Services hereunder, an equitable adjustment shall be made in the price or delivery and performance schedule. Any claim for any such equitable adjustment by Vendor shall be deemed waived unless asserted in writing within ten (10) days from the receipt by Vendor of the notice of the amendment. Amendments to this Order shall not be binding on Cal Water unless in writing and signed by an Authorized Representative of Cal Water.
SAFETY, SECURITY AND JOBSITE SUPERVISION. Vendor shall cause all Goods, equipment, materials and Services provided under this Order to comply with all federal, state and local safety rules and other regulations, including all applicable regulations promulgated by the Occupational Safety and Health Administration (OSHA). Where applicable, materials must be labeled in accordance with Title 8, Section 5194 of the California Code of Regulations. Where applicable, Vendor is required to include a “Material Safety Data Sheet” prepared in accordance with Title 8, Section 5194(g) of the California Code of Regulations with each shipment. Vendor is responsible for jobsite supervision of all work performed by Vendor on Cal Water’s property. Vendor is responsible for jobsite security with respect to all Goods and Services provided to or on Cal Water property until acceptance of the Goods by Cal Water or completion of the Services. Although Cal Water may observe the progress of delivery of Goods and/or the performance of Services, such observation shall not impose on Cal Water any responsibility for any such supervision or security.
JOBSITE RISK MANAGEMENT. If the Order requires delivery of Goods or performance of Services at a Cal Water jobsite, including (but not limited to) installation and testing of Goods, Vendor shall be responsible for managing all jobsite risks related to its Goods and/or Services to minimize or eliminate any potential liability of Cal Water. By accepting this Order, Vendor acknowledges that it understands the nature of the work required by this Order, has inspected the jobsite and familiarized itself with the working conditions, and accepts the risks inherent in providing the Goods and/or Services. Vendor confirms that it has resolved all questions relating to understanding the nature of the work described in this Order and its performance prior to submitting its written offer to Cal Water to which this Order relates.
PERMITS AND COMPLIANCE WITH LAW. Vendor shall obtain on behalf of Cal Water all necessary and appropriate permits from federal, state and local governmental agencies required in connection with the Goods and Services and shall fully comply with their provisions. Vendor shall comply with all federal, state and local laws, ordinance, rules and regulations in the manufacture and sale and delivery of the Goods and performance of the Services required under this Order (including those related to the COVID-19 pandemic). Expense of compliance shall be borne by Vendor. Upon Cal Water’s request, Vendor agrees to allow Cal Water to audit its records for the purpose of assessing compliance with this Order. Specifically, Vendor agrees to allow Cal Water or its designated representative(s) access the records related to compliance with state and local orders for safety related to the COVID-19 pandemic.
TERMINATION.
1. Cal Water may, at its sole option, cancel this Order in whole or in part, without any further liability or responsibility in the event Vendor (i) becomes insolvent, (ii) fails to make timely delivery, or (iii) breaches any other term and condition of this Order; provided, however, that under such circumstances, Vendor shall continue to supply any portion of Goods or Services not otherwise canceled. In the event of any such cancellation, at Cal Water’s request, Vendor will transfer title to, and deliver to Cal Water: (i) any completed Goods, and (ii) any partially completed items and all unique materials and tooling. Prices for partially completed Goods and unique materials and tooling accepted shall be determined by mutual agreement; provided, however, that in no event shall such prices exceed the prices therefore as set forth in this Order.
2. IN NO EVENT SHALL VENDOR BE ENTITLED TO, NOR SHALL CAL WATER BE LIABLE FOR, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, COSTS OF PREPARING CLAIMS, COSTS OF TOOLING OR EQUIPMENT, OR ANY OTHER EXPENSES OR DAMAGES ARISING OUT OF THIS ORDER OR WITH RESPECT TO ANY TERMINATED OR CANCELED GOODS OR SERVICES.
INDEMNIFICATION. Vendor agrees to defend, indemnify and hold harmless Cal Water, its officers, agents, employees, successors and assigns, from and against any and all losses, liabilities, claims, damages, causes of action, obligations, costs and expenses (including without limitation reasonable attorneys’ and experts’ fees and costs) that Cal Water may incur as a result of any: (i) breach of the terms of this Order; (ii) claim of infringement upon any third party’s intellectual property rights; (iii) violation of law or regulation; and (iv) intentional misconduct or negligent act or omission by Vendor, its officers, employees, agents or subcontractors in connection with the Goods and/or Services provided hereunder, including without limitation, damages resulting from injuries to or death of persons or damage to or destruction of property.
INSURANCE. Vendor shall maintain automobile insurance with limits of $1,000,000 and Workers Compensation Insurance as required by applicable laws. If Vendor is providing professional Services, Vendor shall maintain such professional liability insurance as is commonly carried by persons and entities involved in Vendor’s field of work, with liability of not less than $1,000,000. If Services are performed on Cal Water’s property, Vendor shall maintain commercial general liability (CGL) insurance with minimum limits of liability not less than $1,000,000 for each occurrence and $2,000,000 in the aggregate, which insurance shall name “California Water Service Company” as an additional insured. Vendor shall provide Cal Water with an endorsement evidencing the CGL coverage, if applicable. Prior to the commencement of Services under this Order, Vendor shall provide Cal Water with a certificate evidencing the foregoing required insurance coverage, which certificate shall also provide that no amendment or cancellation thereof shall be effective until Cal Water has received at least thirty (30) days prior written notification thereof.
NOTICE OF DELAYS. Whenever Vendor has knowledge of an actual or potential delay to the timely performance or delivery of the Goods and Services to be provided, Vendor shall immediately notify Cal Water in writing with respect to such delay. Any such notice shall be for informational purposes only and shall not relieve Vendor of its obligations to comply with the requirements herein.
ASSIGNMENT. Vendor shall not (i) assign or transfer this Order, or any rights or claims under this Order, or (ii) delegate or subcontract any duties under this Order, without the prior written consent of Cal Water; provided, however, that no such assignment or transfer shall be deemed in any way to relieve Vendor of its obligations to comply fully with the requirements hereof.
CONFIDENTIAL INFORMATION. All information furnished or disclosed to Vendor by Cal Water that is identified as confidential or that Vendor knows or reasonably expects should be treated as confidential shall remain the property of Cal Water and shall not be disclosed by Vendor to any third party without Cal Water’s prior written consent. Vendor shall not use any such information, including any consumer personal information, for any purpose other than to perform its obligations under this Order. At Cal Water’s request, Vendor shall execute, and cause any other party which Cal Water has consented to receive such confidential information to execute, a Non-Disclosure Agreement in a form reasonably acceptable to Cal Water before receipt of any such confidential information. Vendor shall be fully responsible for any improper use or disclosure of information by its employees and the employees of its affiliates, contractors, and any other party with whom it has shared such information (whether with or without Cal Water’s consent) as if it made the improper disclosure itself. Vendor shall return all such confidential information to Cal Water upon completion by Vendor of its obligations under this Order. Upon written request from Cal Water, Vendor shall promptly (but in any event not later than 5 calendar days) delete any consumer personal information received from Cal Water and certify in writing that it has done so or that it is required by law to retain such information. The obligations of this Paragraph shall survive expiration or termination of this Order.
GOVERNING LAW. This Order shall be construed and interpreted in accordance with and governed by the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.
RIGHTS AND REMEDIES. All rights and remedies of Cal Water specifically set forth in this Order shall be cumulative and in addition to any other or further rights and remedies provided at law or in equity. Failure by Cal Water to insist upon strict adherence to any term or condition of this Order shall not be deemed to be a waiver of any of Cal Water’s rights and remedies.
SETOFF. All claims for money due or to become due from Cal Water shall be subject to deduction or setoff by Cal Water by reason of any counterclaim arising out of this or any other transaction with Vendor.
INDEPENDENT CONTRACTOR: Vendor and Cal Water agree that Vendor shall act as an “independent contractor” (and not as an employee, agent or partner) and is responsible to Cal Water for results only. Vendor shall have control over the design, construction and/or manufacture of the Goods referenced herein and over the means and methods of providing the Services requested. Vendor, its agents, employees and subcontractors are not to be considered employees of Cal Water for any purpose.
ATTORNEYS’ FEES. In any suit, action, arbitration or other proceeding of any nature is instituted in connection with any controversy arising from this Order or to interpret or enforce any rights under this Order, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs.
WAIVER. Waiver by one party of the performance of any covenant, condition or provision of the other party shall not invalidate this Order, nor shall it be considered to be a waiver by such party of any other obligation, condition or provision herein. The waiver by either or both parties of the time of performing any act hereunder shall not be construed as a waiver of any similar or other act required to be performed at a later date. Cal Water shall not be deemed to have waived any provision or any performance by Vendor of its obligations hereunder unless such waiver is in writing and signed by an Authorized Representative of Cal Water.
PUBLICITY. Vendor shall not make or web publish any public statement, utilize the logo or issue any promotional materials regarding its relationship with Cal Water of the existence of this Order without Cal Water’s prior written consent.
ENTIRE AGREEMENT. This Order, together with any other exhibits or amendments hereto, or which may be referred to under this Order, set forth the complete and final agreement between Cal Water and Vendor and supersedes any and all prior or contemporaneous oral or written communications relating to its subject matter. No amendments to or modifications will be valid and binding upon Cal Water unless in writing and signed by an Authorized Representative of Cal Water.
EQUAL OPPORTUNITY. The parties hereby incorporate the requirements of 41 C.F.R. Section 60-1.4, 60-300.5(a), and 60-741.5(a), as applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status. Additionally, Vendor shall comply with the requirements of 29 C.F.R. Part 471.
SUPPLIER CODE OF CONDUCT. Vendor acknowledges that it has received the California Water Service Group Supplier Code of Conduct and agrees to comply with the requirements contained therein. The Supplier Code of Conduct can be found at www.calwatergroup.com/esg/reports-documents/supplier-code-of-conduct