Purchasing

1. Terms of Sale
   Seller agrees to furnish material in accordance with agreed upon discounts which are applicable to the type of material purchased. Any additional or different terms proposed by the seller shall be ineffective unless accepted in writing by the buyer.
2. Invoices
   Seller agrees to invoice at the lower of the prices set forth on the face hereof or the lowest price available to any purchaser at the time of delivery. Billing shall be made in accordance with the items shown on this order. All invoices must reference this purchase order and work order number. Verification of receipt of material must be sent with each invoice. Invoices shall be purchase order specific and not cover more than any one purchase order. Invoices shipping notices, bills of lading and receipts for material must show our work order number and purchase order number. Invoices will be processed according to the agreed upon terms. Discounts shall be applicable to payments made within the stated period. Please send monthly statements to payables_proj@bergelectric.com.

Bergelectric is currently accepting invoices via 3 methods:

1. Seller is to submit all invoices via Transcepta, Bergelectric’s 3^rd party invoice processor, once fully onboarded by Transcepta.Once onboarded, Bergelectric will not accept any invoices submitted via email or mail.
2. Seller is to submit invoices via email to payables_proj@bergelectric.com. Submission via email can only be performed until onboarded by Transcepta and email is preferred over mailing a hardcopy of the invoice.
3. Seller is to submit invoices via mail to Bergelectric Corp, 3182 Lionshead Ave, Carlsbad, CA  92010.  Mailing a hardcopy of an invoice should only be used when a supplier has not been onboarded by Transcepta and does not have the ability to email a digital copy of the invoice

3. Packaging and Shipping
   All items are to be suitably boxed, wrapped, or crated so as to protect against hazards of shipment and exposure. All packages shall be labeled to indicate our order number. In addition, if cartons contain fixtures, they shall be marked with the fixture type and project for which they are intended. Buyer’s count shall be conclusive in the absence of packing slip. If special equipment is required to unload merchandise from a carrier’s truck, please give us 24 hours’ notice. Vendor guarantees that this material will be delivered to our jobsite free from defects and breakage and will assist us in the settlement of any freight claim. Any monies due for damaged equipment will be paid to the seller upon the settlement of the claim.
4. Changes
   Buyer may at any time by written order, make changes within the general scope of this order. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under this order, an equitable adjustment shall be made accordingly.
5. Defaults
   Buyer may, by written order, terminate this order in whole or in part if seller: 1) Fails to make delivery of the supplies or perform the services within the time agreed as outlined on the face hereof; 2) Fails to perform any of the other provisions of this order or so fails to make progress as to endanger the completion of the contract; 3) Becomes insolvent or fails to provide adequate assurances of financial solvency or of performance when it reasonably appears that seller is or will not be financially solvent or may not perform in accordance with the terms of the contract.
   If sellers default is not the result of an excusable delay, buyer may purchase supplies or services similar to those terminated and seller shall be liable to the buyer for excess costs for such similar supplies or services and other damages it may suffer.
   The remedies of buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or other remedies under this contract.
6. Conclusion of Project
   At the conclusion, all salvageable material will be packed and delivered to you by our truck. We shall be credited at fair market value less manufacturers’ restocking charge on items not normally stocked. Your invoice number will accompany all returns.
7. Indemnification
   Vendor warrants all equipment, goods and/or materials included in this Purchase Order are free from defects, whether design-based, manufacture-based or otherwise. Vendor (Seller, Supplier or Manufacturer) agrees to indemnify, hold harmless and immediately defend Bergelectric Corp. from and against any and all allegations, losses, claims, actions, demands, damages, liabilities, liens, or expenses (including but not limited to costs, expert witness fees, expenses and attorneys’ fees), arising from or relating to the death or bodily injury to persons and/or injury to property that arise from alleged defects, of whatever nature, in the equipment, goods and/or materials supplied by Vendor (Seller, Supplier or Manufacturer) included in this Purchase Order. This indemnity shall not apply if said defects were caused by Bergelectric Corp.’s sole negligence.
8. Equal Employment Opportunity
   The provisions of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) are incorporated herein by reference.  This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a).  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, 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, protected veteran status or disability.
9. Solicitation
   This purchase order and or subcontract may subject the recipient to the requirements set forth in the Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity (41 CFR § 60-4.2(d), including the goals established for females and minorities. The recipient agrees and understands that the recipient is responsible for determining whether 41 CFR § 60-4.2 (d) applies to this purchase order/subcontract. If the Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity (41 CFR § 60-4.2(d), does apply, the recipient agrees that it shall comply with the Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity (41 CFR § 60-4.2(d), including, but not limited to, the goals established for females and minorities.. The recipient may contact the Bergelectric Corp. Project Manager overseeing this purchase order/subcontract to request the goals for females and minorities that have been established for the project associated with this purchase order/subcontract.
10. Immigration Laws
    By signing this purchase order and or subcontract, the recipient represents and warrants that it is, and will remain, in compliance with any and all provisions of the Immigration Reform and Control Act of 1986 (IRCA), as amended, the Immigration and Nationality Act, the Illegal Immigration Reform and Immigrant Responsibility Act, and all other applicable immigration laws, rules, and regulations (collectively “Immigration Laws”) including record keeping requirements for each employee’s Form I-9 and E-Verify verifications. If requested, the recipient agrees to submit a certification acceptable to the contractor that its employees have presented the correct documents to legally work in the United States. The recipient also agrees to insert the substance of this clause, including this paragraph, in all subcontracts or purchase orders hereunder.
11. E-Verify
    This purchase order and or subcontract may subject the recipient to the E-Verify program and the requirements set forth in FAR 52.222-54. The recipient agrees and understands that the recipient is responsible for determining whether the E-Verify program and FAR 52.222-54 applies to this purchase order/subcontract. If the E-Verify program and FAR 52.222-54 applies to this purchase order/subcontract, they are incorporated into this purchase order/subcontract by reference and the recipient certifies that it has previously enrolled in the E-Verify program or it will enroll in the E-Verify program within 30 calendar days of the award of this purchase order/subcontract. In accordance with FAR 52.222-54, the recipient hereby agrees that (1) it will begin to use E-Verify within 90 calendar days of enrollment to verify the employment eligibility of all new hires within 3 business days after the date of hire; (2) the recipient will use E-Verify to verify the employment of all employees assigned to this purchase order/subcontract within 90 calendar days after date of enrollment or within 30 calendar days of the employee’s assignment to the contract, whichever date is later, if this purchase order/subcontract is associated with a U.S. Federal government contracting department or agency project/contract; and (3) it will include this clause, including the requirement for further flow down in all lower tier purchase orders and or subcontracts. To assure compliance, the recipient shall, upon request, furnish satisfactory evidence of its enrollment in and use of the E-Verify program and the inclusion of this requirement in lower tier purchase orders and or subcontracts. These requirements shall not be applicable to a lower tier vendor or subcontractor if the lower tier purchase order or subcontract is for $3,500 or less or is for commercial off-the-shelf (COTS) items as defined at FAR 52.222-54(a) or COTS with minor modifications as defined at FAR 2.101(b)(2).
12. Employee Rights Under the National Labor Relations Act **
    This purchase order and or subcontract may subject the recipient to the requirements set forth in Executive Order 13496. The recipient agrees and understands that the recipient is responsible for determining whether Executive Order 13496 applies to this purchase order/subcontract. If Executive Order 13496 does apply, the recipient agrees that it shall comply with Executive Order 13496 including the notice and posting requirements set forth in 29 CFR Part 471, Appendix A to Subpart A. Appendix A is available at http://www.dol.gov/olms/regs/compliance/EO13496.htm.