|
Purchase Order Terms and Conditions
<br />i
<br />1. OHerlAcceptance. If this purchase order ("PO') refers to your bid or proposal, Men this PO is an
<br />ACCEPTANCE of your OFFER TO SELL in accordance wiM Me terms and conditions of Me IFBIRFP, as
<br />stated in your bid. If no bid or proposal U referenced, Mis PO ¢ an OFFER TO BUY, subject to your
<br />acceptance, which must be demonstrated by either your pertormance of Mis PO or by a formal
<br />acknowledgment in writing. Any COUNTERdFFER TO SELL is automa6calty construed as e
<br />CANCELLATION of Mis PO unless a change order is issued accepting acounter-offer. In Me event vendor
<br />form(s) or part(s) of forms are included in, or as an attachment to, any bid, proposal, offer,
<br />acknowledgment, er otherwise, vendor agrees Mat, in Me event of inconsistencies or cenhadictions, the
<br />terms and conditions of Me solidtation document and this PO shall supersede and control over those
<br />contained in vendor's form(s) regardless of any statement to Me contrary in such form(s). Unless Me
<br />purchasing agent specifically ogees in writing through overt reference or other express written indicatlon of
<br />assent, terms and conditions on vendor forms regarding choice of law, venue, warranty disclaimer or
<br />exclusion, indemnification or limitation of liability shall be of no effect.
<br />2. Safety Infomration. All chemicals, equipment end materials proposed andor used in Me performance
<br />of Mis PO must conform to Me standards required by Me William-Steiger Occupational Safety and Health
<br />Ad of 1970. Bidders must furnish all Material Safety Data Sheets (MSDS) for any regulated chemials,
<br />equipment or hazardous materials at Me time of delivery.
<br />7. Changes. Vendor agrees to furnish produds and/or services in strict accordance wiM Me spedfications,
<br />and at Me price set forth for each item. Nothing in Mis PO may be added to, modified, superseded or
<br />otherwise tittered except in writing signed by an authorized representative of Me agency purchasing office
<br />and acknowledged by vendor. Each shipment received or service performed shall be only upon the terms
<br />contained in Mis PO, notwithstanding any terms contained in any invoice or other act of vendor other Man
<br />acknowledgment of a written change order to Mis PO.
<br />4. Delivery. Unless otherwise specified in Me solicitation or in Mis PO, delivery shall be FOB
<br />destination. In its acceptance of any quotatlen offer, Me agency is relying on Me promised delivery date,
<br />installation, or service performance as material and basic to its acceptance. In Me event of vendor's
<br />failure to deliver or pertorm as and when promised, Me agency reserves Me right to cancel its order, er
<br />any part Mereof, without prejudice to its oMer rights, and vendor ogees Mat Me agency may reNrn all
<br />or part of any shipment so made, and may charge vendor wiM any loss or expense sustained as a
<br />result of such failure to deliver or perform as promised. Time is of Me essence.
<br />5. Rights in Data, Documents, Computer Software or Other Intellectual Property. Unless omerwise
<br />egeed in writing, any soflvrare, research, reports, sWdies, data, photographs, negatives or other
<br />documents, drawings or materials delivered by vendor in the pertormance of its obligations under this PO
<br />shall be the exclusive property of Me State. The ownership rights described herein shall include, but not be
<br />limited to, Me right to copy,pu blish, display, hansfer, prepare derivative works, or otherwise use the works.
<br />6. Quality. The State will tie Me sole judge in determining "equals" with regard to quality, price and
<br />pertormance. All products delivered shall be newty manufactured and of Me manufacturer's wrrent model,
<br />unless otherwise specified.
<br />7. Warramies. Pll provisions and remedies of Me Uniform Commercal Code ('UCC'A relating to boM
<br />implied and expressed warranties are herewiM referred to and made a part hereof and are in addition to
<br />any warranties stlpulated in Me specifications.
<br />8. Inspection and Acceptance. Final acceptance is dependent upon completion of all applicable
<br />inspection procedures. Should Me produds or services fail to meet any inspection requirements, Me
<br />agency may exerdse all of its rights, including Mose provided In Me UCC. The agency reserves Me right to
<br />inspect services provided under Mis PO at all reasonable times and places. 'Services" as used in this
<br />clause includes services performed or tangible material produced or delivered in Me pertormance of
<br />services. If any of Me services do not conform with PO regwrements, Me agency may require vendor to
<br />perform Me services again in conformity wiM PO requirements, wiM no additional payment. When defects
<br />in Me quality or quantity of service cannot be corrected by re-performance, Me agency may (i) require
<br />vendor to take necessary action to ensure Mat Me future pertormance conforms to PO requirements and
<br />(ii) equitably reduce Me payment due vendor to rafted the reduced value o(Me services performed. These
<br />remedies in no way limit Me remedies available to Me agency in the termination provisions of Mis PO, or
<br />remedies otherwise available at law or in equity.
<br />9. Cash Discount. The cash discount period will start from date of receipt of acceptable invoice, or from
<br />date of receipt of acceptable products/services at Me specified destination by an authorized agency
<br />representative, whichever is later.
<br />10. Taxes. The State agency, as purchaser, is exempt from all federal exdse taxes under Chapter 72 of
<br />Me Internal Revenue Code [No. 84-730123K) and from all State and local government use taxes [CRS 3&
<br />2614(a) and 207, as amended). Tax exempt numbers for Me specific agency may be found elsewhere in
<br />Mis PO. Vendor is hereby notified that when materials are purchased for Me benefit of Me State, such
<br />exemptions apply except Mat in certain polhical subdivisions (e.g., GiN of Denver) vendor may be required
<br />to pay sales or use taxes even Mough Me ultlmate product or service b provided to Me State. These sales
<br />or use taxes will not be reimbursed by Me State.
<br />11. Prompt Payment. State law and regulations provide Mat vendors will be paid whhin 45 days after
<br />receipt of produds or services and a correct notice of amount due, unless otherwise agreed to by contract
<br />or special conditions of Me PO. A State liability not paid wihin 45 days is considered delin<ryent and,
<br />unless otherwise ageed to, interest on Me unpaid balance shall be paid beginning wiM the 46M day at Me
<br />rate of 1 % per month until paid in lull. A liability shall not arise if a good (aiM dispute exists as to Me
<br />agencys obligation to pay all er a portion of Me liability. Vendors shall Invoice Me agency separately for
<br />interest on delinquent amounR due. The billing shall reference Me delinquent payment, Me number of days
<br />Interestto be paid and Me applicable interest rate. (CRS 24-30-202(24),as amended.]
<br />12. Vendor Offset. Pursuant to CRS 24-70-202.4, as amended, the State Comroller may withhold payment
<br />for debts owed to State agencies under Me vendor offset intercept system for: (a) unpaid child support dept
<br />or child support arrearages; (b) unpaid balances of tax, accmed interest, or other charges specified in
<br />Article 21, Title }g, CRS; (c) unpaid loans due to Me Student Loan Division of the Department of Higher
<br />Education; (d) amounts required to be paid to Me unemployment compensation land; and (e) other unpaid
<br />debh, found to be awing to the State or i6 agendas by final agency determination or reduced to judgment
<br />as certified by the State Controller.
<br />13. Assignment and Successors; Antitrust Claims. Vendor shall not assign rights or delegate dunes
<br />under this PO, or subcontract any part of Me performance required under this PO, without the express,
<br />written consent of Me State, which shall not be unreasonabty wiMheld. This PO shall inure to Me benefit of
<br />and be binding upon Me parties hereto and Meir respective successors and assigns. Assignment of
<br />accounts receivable maybe made only wiM written notice furnished to Me purchasing agency or instlWtlon.
<br />11. Indemnification. In Me evem any article sold or delivered under Mis PO is covered by any patent,
<br />copyright, hademark, or application Merefor, vendor will indemnify and hold harmless Me State from any
<br />and all loss, liability, cost, expenses and legal fees incurred on acceunt of any claims, legal actions or
<br />judgments arising oN of manufacture, sale or use of such artlcle in violation, infringement or Me like of
<br />rights under such patent, copyright, trademark or application. If Mis PO is for services, to Me extent
<br />authorized by law, vendor shall indemnify, save, end hold harmless Me Stale, its employees and agent,
<br />against any and all claims, damages, liability and court awards includng costs, expenses, and attorney
<br />fees and related expenses, incurred as a result of any ad or omission by vendor, or its employees, agents,
<br />subcontractors or assignees, arising out of or in connection wiM pertormance of services ordered by Mis
<br />PO.
<br />15. INDEPENDENT CONTRACTOR. VENDOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN
<br />INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER VENDOR NOR ANV AGENT
<br />OR EMPLOYEE OF VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE
<br />OF THE STATE. VENDOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND
<br />INCOME TAX WITHHOLDING INCLUDING ALL FEDERAL AND STATE INCOME TAX AND LOCAL
<br />HEAD TAX ON ANY MONIES PAID PURSUANT TO THIS PO. VENDOR ACKNOWLEDGES THAT
<br />Issued by the State Controller's Office
<br />Rule 2-2
<br />VENDOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURPNCE BENEFITS
<br />UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES
<br />NOT PAY FOR OR OTHEFNVISE PROVIDE SUCH COVERAGE VENDOR SHALL HAVE NO
<br />AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE STATE TO ANV AGREEMENT, LIABILITY, OR
<br />UNDERSTANDING, EXCEPT AS EXPRESSLY SET FORTH HEREIN. VENDOR SHALL PROVIDE AND
<br />KEEP IN FORCE, AND SHOW PROOF OF UPON REQUEST, WORKERS COMPENSATION AND
<br />UNEMPLOYMENT COMPENSATION INSURPNCE IN THE AMOUNTS REQUIRED BY LAW, AND
<br />SHALL BE SOLELY RESPONSIBLE FOR ITS ACTS AND THOSE OF ITS EMPLOYEES, AND AGENTS.
<br />16. Communiotion. All communications, inducting reports, notices, and advice of any nature, concerning
<br />administration of Mis PO, prepared by vendor for Me agency's use, must be furnished solely to Me
<br />purchasing agent within Me agency purchasing office.
<br />17. Compliance with Laws. Vendor agrees to comply with all applicable federal and State laws,
<br />regulations and policies, as amended, inducting Mose regarding unfair labor practices, anti-kick-back and
<br />collusion.
<br />18. Americans with Disabilities Act (ADA) Requirements. If Mis solidtation centemplates Me provision
<br />of services to Me public, vendor shall, In addition to any oMer requirements under Title 11 of Me ADA,
<br />comply wiM Me Title 11 requirements of Me ADA regarding Me accessibility of State services and
<br />progams, as an explidt requirement. Vendor assures Mat, at all times during Me pertormance of any
<br />resulUnB PO, no qualified individual wiM a disability shall, by reason of Mat dsability, be excluded horn
<br />participation in, or be denied benefits of, services, progams, or activities pertormed by vendor for Me
<br />benefit of Me State,
<br />19. Insurence. Vendor shall obtain, and maintain at ell times during Me term of Mis PO, insurance as
<br />specified in Me solicitation or order, and shall provide proof of such coverage.
<br />20. Termination For DefaulUCause. a. Except as otherwise ageed, Me UCC shall govern in Me case of
<br />goods. In Me case of services, if vendor refuses or fails to timely perform any o(Me provisions of Mis PO, .
<br />wiM such diligence as will ensure its completion within Me time spedfied in Mis PO, Me purchasing agent
<br />may notify vendor in writin8 of non-performance, and if not promptly corrected within Me Ume specified,
<br />such agent may terminate vendor's tight to proceed wiM Me PO or such part Mereof as to which Mere has
<br />been delay or a failure to properly pertorm. Vendor shall continue performance a1 Me PO to Me extent it is
<br />not terminated and shall be liable far excess costs incurred in procuring similar goods ar services
<br />elsewhere. Payment for completed services pertormed and accepted shall be at the PO price.
<br />b. In Me case of remedies exercised under Mis paragraph for services, or analogous remedies exercised
<br />under Me UCC for In goods, the purchasing agency may withhold amounts due to vendor as Me
<br />purchasing agent deems necessary to reimburse Me purchasing agency for Me excess casts incuned in
<br />curing, completing or procuring similar goods and services.
<br />c. In the case of either goods or services, vendor shall not be in default by reason of any failure in
<br />pertormance a( Mis PO in accordance wiM its terms, i( such failure arises out of acts or God; acts of Me
<br />public enemy; acts of Me State or any governmental enfity in i5 sovereign or contractual capacity; fires:
<br />floods; epidemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually
<br />severe weather.
<br />d. It after rejection, revocetion, or other termination of vendor's right to proceed under Me provisions of Me
<br />UCC or Mis clause, it is determined for any reason Mat vendor was not in default under Me provisions of
<br />Mis clause, or Mat Me delay was excusable, Me rights and obligations of Me parties shall be Me same as i(
<br />Me notice of termination had been issued pursuant to the termination for wnvenience clause.
<br />21. Termination For Convenience. a. It not accepted by written acknowledgment, Mis PO may be
<br />canceled by written er oral notlce to vendor prior to shipment of goods er beginning of pertormance of
<br />services.
<br />b. Unless otherwise agreed In writing, in addition to Me rights and remedies governing goods in Me UCC,
<br />Me purchasing agent may, wfien Me interests of Me purchasing agency so require, terminate Mis PO in
<br />whole or in part for Me convenience of Me agency or institution. The purchasing agent shall give written
<br />notice of Me termination to vendor specifying Me part of Me PO terminated and when termination becomes
<br />effective. Upon receipt of notlce of terminaUOn, vendor shall incur no further obligations except to Me extern
<br />necessary to mitigate costs of pertormance. In Me case of services or specially manufactured goods, Me
<br />State shall pay reasonable settlement expenses. Me PO price or rate for supplies and services delivered
<br />and accepted, Me reasonable costs of pertormance on unaccepted supplies and services, and a
<br />reasonable profit for Mat unaccepted work, in accordance wiM Me cost principles promulgated in
<br />accordance whh CRS 24-107-101, as amended. In Me case of existing goods, Me State shall pay
<br />reasonable settlement expenses, Me PO price for goods delivered and accepted, reasonable costs
<br />incurred in preparation for delivery of Me undelivered goods, and a reasonable profit (or Mat preparatory
<br />work. The amount of Me termination liability under Mis paragraph shall not exceed Me amount of Me PO
<br />price plus a reasonable cost for settlement expenses. Vendor agrees to submit a termination proposal as
<br />well as reasonable supporting documentation, cost and pricing data, and a certification as requaed CRS
<br />24-106-101, as amended, upon request of Me purchasing agent.
<br />22. Purchase Order Approval. This PO shall not be valid unless it is exewted by Me purchasing agent for
<br />Me purchasing State agency or institution. The Stale shall have no responsibility a liability for produds or
<br />services delivered or performed prior to proper execution hereof.
<br />23. Fund Availabilhy; Federal Funds Contingency. Financial obligations of Me State payable after Me
<br />current fiscal year are contingent upon funds for Mat purpose being appropriated, budgeted and oherwise
<br />made avaiable. If Mis PO is landed in whole or in part wiM federal funds, Mis PO is subject to and
<br />contingent upon Me continuing availability of federal funds for Me purposes hereof. I(Mis PO centemplates
<br />the purchase of goods to be delivered in a single installment, Me State represenR Mat it has set aside
<br />sufficient funds to make payment under Mis PO in accordance wiM its terms.
<br />24. Choice of Law. This PO rs made in, and Me laws of Me State of Coorado shall govern, in connection
<br />wiM Me formafion, pertormance and Me legal enforcement of Mis PO. Unless otherwise specified in Me
<br />solicitation or Mis order, venue for any judicial action arising out of or in connection wiM Mis PO shall be in
<br />Denver, Colorado. Vendor shall exhaust administrative remedies in CRS 24-109-106, as amended, prior to
<br />commenting any judical action againstth a State.
<br />25. Uniform Commercial Code. All references in Mis PO to Me UCC shall mean Me UCC as adopted by
<br />Me State of Colorado at Title 4, Colorado Revised Statutes, as amended.
<br />26. Non-discrimination. Vendor agrees to complyw iM Me letter and spirit of all applicable State and
<br />federal laws respecting discrimination and unfair employment practices.
<br />27. (Not applicable to Intergovernmental POs] ILLEGAL ALIENS -PUBLIC CONTRACTS FOR
<br />SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vendor certifies Mat tt shall comply
<br />wiM the provisions of CRS 8-17.5-101 et seq. Vendor shall not knowinglyen gage an illegal alien to
<br />pertorm work under Mis PO or enter into a contract ar PO wiM a subcontractor Mat fails to certify to vendor
<br />that Me subcontractor shall not knowingly engage an illegal alien to perform work under MIs PO. Centrador
<br />represents, warrants, end ogees Math (i) has verified Mat it does not engage any illegal aliens, Mrough
<br />participation in the federal Basic Pdat Employment Verificetlon Program and (ii) otherwise will comply wiM
<br />Me requirements of CRS 8-17.5-102(2)(6). Vendor shall cemDly wiM all reasonable requests made In Me
<br />course of an invedigation under CRS B-17.5-102. Failure to comply wiM any requirement of Mis provision
<br />or CRS 8-17.5701 et seq., shall be cause for termination for breach and vendor shall be liable for actual
<br />and consequential damages.
<br />b. Vendor,if a natural person eighteen (18) years of age or older,he reby swears or affirms under penalty of
<br />perjury that he or she (i) is a citizen or otherwise lawfully present in Me United States pursuant to federal
<br />law, (ii) shall comply wiM Me provisions of CRS 26-76.5-101 et seq., and (iii) shall produce one form of
<br />identification required by CRS 21-76.5-103 prior to Me effective date of Mis PO.
<br />Date Issued: 7/1/74
<br />Date Revised: 10/25/06
<br />
|