Terms and Conditions for Supplier PO and Invoice Processing
The following are Ameren’s standard Electronic Purchase Order (“PO”) Term and Conditions (“T&C”). These T&C’s will apply to all transactions consummated using Ameren’s electronic commerce process (Fax, eMail or XML Formats) unless otherwise specified in the PO. As used herein, “Purchaser” shall mean the Ameren entity set forth in the “Bill To” section of the PO; “Seller” shall mean the person or entity set forth on the PO, and the goods and services to be furnished hereunder ("Goods and Services") are as described in the PO.
Electronic Purchase Order Terms and Conditions
INSTRUCTIONS TO SELLER
1.	Follow all instructions on received PO’s.
2.	Render separate invoice for each PO to Purchaser and invoice each carload or shipment separately.
3.	Purchaser’s PO number must appear on each invoice, bill of lading, express receipt, memorandum of shipment, package slip, and on each package.
4.	Good(s) must be shipped as per instructions; otherwise any extra handling charge will be billed back to you.
5.	No charge will be allowed for boxing or cartage unless specifically covered by the PO.
TERMS AND CONDITIONS
1.	ACCEPTANCE Acceptance of this order shall be by written or electronic acknowledgment sent within ten (10) working days of this order’s date, or by commencement of performance by Seller. No terms or conditions inconsistent herewith (whether contained in Seller’s acknowledgment or other document) shall be effective unless agreed to in writing and signed by Purchaser’s authorized agent. Notification of objection to traditional or different terms and conditions not agreed to in writing is hereby given. Any reference in this order to Seller’s quotation, bid, proposal, or other document of Seller does not signify our acceptance of any terms or conditions thereof which are inconsistent with the terms and conditions of this order, unless the referenced document is signed by both parties and expressly states that it supersedes and inconsistent terms and conditions of the parties’ order and acknowledgment forms.
2.	INSPECTION AND TESTS We shall have the right at all reasonable times to do preliminary inspections and tests on the good during their manufacture and before delivery. Seller shall provide access, tools, facilities and assistance reasonably needed for such inspection and tests, at no additional charge. Goods will be subject to final inspection and acceptance after receipt.
3.	WARRANTIES Seller warrants that the good and services supplied will conform to applicable specifications, instructions, drawings, data and samples, and will be of good material and workmanship. These warranties shall be in addition to all other warranties, express, implied or statutory. Payment for, inspection of, or receipt of articles or services shall not constitute a waiver of any breach of warranty. Seller shall be responsible for all costs incidental to rework or replace defective services or goods, including without limitation inbound and outbound freight.
4.	MODIFICATIONS No substitutions or other modifications shall be made without our written consent. We shall have the right to return any amount of shipped in excess of the quantity specified, at Seller’s expense.
5.	INFRINGEMENT Seller shall hold harmless and defend Purchaser from any claim or suit asserting that the good or any parts thereof or their use, infringes another person’s proprietary rights, including without limitation patent rights and copyright. If such infringement is enjoined, Seller shall, at Purchaser’s option and at Seller’s expense, either procure for Purchaser the right to continue suing the goods or parts, or replace same with non-infringing equivalents, or modify same so not to be infringing. For purposes of this paragraph, any computer software purchased or licensed hereunder shall be deemed “goods”.
6.	TERMINATION In the event of unforeseen circumstances affecting Purchaser’s need for the good or services, this order may be terminated in whole or in part at any time, by written notice to Seller. Upon receipt of such notice, Seller shall immediately discontinue all work and the placing of all orders for materials, facilities and supplies in connection with the performance of this order, and Seller shall receive equitable compensation for any costs or losses incurred by reason of such termination. Where “time is of the essence” is specified, this order may be terminated at no cost for Seller’s failure to perform timely.
7.	ADVERTISING Seller shall not release any advertising copy mentioning Purchaser or quoting the opinion of any of its employees unless such copy is approved by Purchaser.
8.	REPAIR PARTS AND ACCESSORIES We reserve the right of free choice in the purchase of repair parts and/or accessories and/or supplies for goods purchased under this order.
9.	TAXES Seller’s invoice shall itemize applicable sales/use tax. If Seller is not licensed to collect sales/use tax for this transaction, the invoice must so state. Seller shall be responsible for any interest and/or penalties imposed as a result of error in Seller’s invoice; and if Seller has failed to notify us of said error within six (6) months after date of invoice, Seller shall also be responsible for any tax deficiency.
10.	LAW/VENUE/ALTERNATE DISPUTE RESOLUTION The contract shall be construed under the laws of the State of Missouri. The parties consent to submit to the jurisdiction of and venue in the courts of the State of Missouri and the federal courts located in said State. In case of a dispute, and before resorting to litigation, the parties shall consider, but shall not be bound to pursue alternative dispute resolution procedures such as mediation or arbitration; provided that a party shall not be required to pursue such procedures if, after consideration, it determines not to do so.
11.	WAIVER A waiver of a breach of any provision hereof will not constitute a waiver of any other breach hereof.
12.	LAWS AND REGULATIONS Seller/Contractor agrees to fully observe and comply with all applicable Federal, State and local laws, rules, regulations and orders pertaining to the production and sale of the goods and/or services ordered, and, upon request, will furnish Purchaser certificates of compliance with such laws, rules, regulations and orders. In addition, the Seller/Contractor expressly agrees as follows:
	a.)		Not to discriminate against any employee or applicant because of race, age, color, religion, sex, national origin, or disability status. The Supplier/Contractor agrees to comply with all applicable state and federal statutes, Executive Orders and Regulations relating to non-discrimination in employment. The Supplier/Contractor agrees to comply with the Utilization of Small Business Concerns as set forth in 15 USC 637. The Supplier/Contractor agrees to incorporate herein by reference and comply with where applicable, the Equal Opportunity Clause of Executive Order No. 11246, 41 CFR 60-1.5, and Federal Procurement Regulations 1-4.410-5(a) (3) and 1-12.803-1, 2, 5, the Affirmative Action Clause of Disabled Veterans and Veterans of the Vietnam Era in 38 USC 2012, Federal Procurement Regulations 1-4.410-5(a) (11) and 1-12.1102-2, 3, and 41 CFR Section 60-250, the Affirmative Action Clause for Individuals with Disabilities pursuant to 29 USC 793, 41 CFR 1-4.410-5(a) (16), 41 CFR 1-12.1304-1, 41 CFR 1-12.1306-1, 2, and Federal Procurement Regulations 1-4.410-5(a) (15) 1-12.1304-1 and 1-12.1306-1, 2, and the Utilization of Women-Owned Business Concerns pursuant to Presidential Executive Order No. 12138 and Federal Procurement Temporary Regulation 50 and 54, issued under the Rehabilitation Act of 1973. The Supplier/Contractor agrees if required to file a Non-Segregated Facilities Certification and to develop, if required, an Affirmative Action program and hereby certifies that he will not maintain any facilities he provides for his employees in a segregated manner nor permit his employees to perform their services at any location under his control where segregated facilities are maintained pursuant to Executive Order 11246, 41 CFR 60, and Federal Procurement Regulations 1-4.410-5(a) (3) and 1-12.803.10. The Supplier/Contractor agrees to comply with the provisions of Executive Order 13201 Compliance (29 CFR Part 470), relating to the notice of employee rights concerning payment of union dues.
	b.)		In the event this purchase order exceeds $10,000.00, agrees to allow the Comptroller General of the United States to have the right to examine any records pertinent to this contract pursuant to 41 USC Section 254, Section 304 of the Property Act, 41 CFR 1-4.410-5(a) (2), 41 CFR 1-7.103-3 and Federal Procurement Regulations 1-4.410-5(a) (2) and 1-7.103.3.
	c.)		To comply with all requirements of the Water Pollution Control Act, 33 USC 1251, 33 USC 1317-42, and Clean Air Act, 42 USC 1857c, PL 91-604, PL 92-500, Executive Order 11738, 40 CFR pt. 15, and Federal Procurement Regulations 1-4.410-5(a) (17), 1-1.2302, 4 and 1-1.3375 and Section 308 of the Federal Water Pollution Control Act, the regulations and guidelines issued therein and to use his best efforts to comply with the applicable clean air and water standards in connection with this contract.
	d.)		To comply with the Contract Works Hours & Safety Standards Act 40 USC 327-333, 29, CFR 5.14, 29 CFR 5.16.2(a), and the Federal Procurement Regulations 1-4.410-5(a) (8), 1-7.102-12, 1-7.102-15 and 1-12.303.
	e.)		Seller certifies that all goods supplied hereunder have, where applicable, been produced in compliance with the William-Stagger Occupational Safety and Health Act of 1970, as amended (“OSHA”); and where the Seller has OSHA Material Safety Data Sheets, Seller shall forward copies promptly to Environmental, Safety and Health Department.
MINORITY STATEMENT
Vendors shall ensure that small business concerns, small business concerns owned and controlled by socially and economically disadvantaged individuals, and small business concerns owned and controlled by women shall have the maximum practicable opportunity to participate in the performance of the contracts. Vendors shall establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns owned and controlled by socially and economically disadvantaged individuals and small business concerns owned and controlled by women. The vendor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with the efficient performance of this contract. The vendor further agrees to cooperate in any studies or surveys as may be conducted by the United States small business administration or the awarding agency of the United States as may be necessary to determine the extent of the vendor’s compliance with this clause. All vendors (except small business concerns) who receive contracts in excess of $500,000 shall adopt a subcontracting plan similar to the form of standard form 295.