AIA Document A152–2019 is a purchase order agreement that is intended for situations where a Purchaser will buy goods from a Vendor. A152 is an agreement for the sale of goods and is governed by the law of the place where the Project is located, including the jurisdiction’s Uniform Commercial Code as adopted.
A152 can be used to buy nearly any kind of goods. In A152, the Vendor is responsible for selling goods to the Purchaser and, unless otherwise agreed, delivering the goods to the Project site. A152 allows the parties to enter a description of the goods, identify the price and payment terms, and add delivery requirements.
In situations where the Vendor will perform onsite work, such as assembly or installation, the parties should use a different agreement. A152 is drafted to be used in conjunction with A152–2019, Exhibit A, Terms and Conditions. For all document details and a record of changes, see the summary »
Parties. Parties to the Purchase Order should be identified using the full address and legal name under which the Purchase Order is to be executed, including a designation of the legal status of both parties (sole proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation [general, limited liability, closed or professional], etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached. Other information may be added, such as telephone numbers and electronic addresses.
Project. The Project should be described in sufficient detail to identify (1) the official name or title of the facility and (2) the location of the site.
Deliver To. Insert the address where the goods will be delivered and the name of a contact who will receive the goods, if applicable. If the parties do not insert delivery requirements, the Terms and Conditions of Exhibit A establish default delivery requirements. Exhibit A states that, “Unless otherwise stated in the Contract Documents, the Vendor shall make delivery of the goods (1) to the Project premises and (2) within a reasonable time from acceptance of the Contract as set forth in Section 1.3.”
Identification of Goods. Insert a list of goods to be provided by the Vendor, including details for identification and quantities for each, or identify a separate exhibit that includes such information.
Price. Insert the price the Purchaser is to pay the Vendor, including amounts for taxes, duties, tariffs, handling charges, delivery, and incidental services. Identify unit prices, if applicable.
Payments. Insert payment terms, such as payment due dates, deposit requirements, and discounts, if any. The Terms and Conditions in Exhibit A state that “when payment is due pursuant to the payment terms in the Purchase Order, the Vendor shall submit to the Purchaser an itemized invoice supported by data substantiating the Vendor’s right to payment.”
Delivery. Insert additional delivery requirements, such as delivery date or range of dates, hours of delivery, split delivery, inside delivery, unpackaging, or receiving instructions.
Contract Documents. A detailed enumeration of all Contract Documents must be made in this section.
Executing the agreement.
The persons executing AIA Document A152–2019 should indicate the capacity in which they are acting (i.e., president, secretary, partner, etc.) and the authority under which they are executing the Agreement. Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.
Modifications. Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary and interest charges, arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply with state or local laws. Users are encouraged to consult an attorney before completing or modifying a document.
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