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PURCHASE ORDER TERMS AND CONDITIONS 1. Offer/Acceptance. If this purchase order refers to your bid or proposal,then this purchase order is an STATE VENDOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX ACCEPTANCE of your OFFER TO SELL in accordance with the terms and conditions of the IFB/RFP,as stated in WITHHOLDING INCLUDING ALL FEDERAL AND STATE INCOME TAX AND LOCAL HEAD TAX ON ANY your bid.If no fed or proposal is referenced,the purchase order is an OFFER TO BUY,subject to your acceptance, MONIES PAID PURSUANT TO THIS CONTRACT.VENDOR ACKNOWLEDGES THAT THE VENDOR AND ITS which must be demonstrated by either your performance of the purchase order or by a formal acknowledgment in EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE VENDOR OR writing.My COUNTER-OFFER TO SELL is automatically construed as a CANCELLATION d the purchase order A THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE unless a change order is issued accepting a counter-offer.In the e+errt vendor form(s)or parts)d forms are included PROVIDE SUCH COVERAGE.VENDOR SHALL HAVE NO AUTHORIZATION EXPRESS OR IMPLIED TO BIND in,or as an attachment to,any bid,proposal,offer,adumowledgrient.or otherwise,vendor agrees that,in the event of THE STATE TO ANY AGREEMENTS,LIABILITY,OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH uiconsistenaes or arntradictrxs,the terms and condticns of the solicitation document and this purchase order shall HEREIN.VENDOR SHALL PROVIDE AND KEEP IN FORCE,WORKERS'COMPENSATION(AND SHOW PROOF supersede and control over those contained i i the vendor's form(s)regardless of any statement to the contrary in a OF SUCH INSURANCE UPON REQUEST)AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE vendor form(s).Unless the purchasing agent specifically agrees in writing through overt reference or other express AMOUNTS REQUIRED BY LAW AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF VENDOR,ITS written indication of assent,terms and conditions on vendor forms regarding choice of law,venue,warranty EMPLOYES,AND AGENTS disclaimer or exclusion,indemnification or limitation of liability shall be of no effect 16 Communication. All communications,including reports,notices,and advice of any nature,concerning 2. Safety Information. At chemicals,equipment and materials proposed and/or used in the performance of this administration of this purchase order,prepared by vendor for the state agency's use,must be furnished solely to the purchase order must conform to the standards required by the WiltarnSteiger Occupational Safety and Health Act of Purchasing Agent within the agency purchasing office. 1970.Bidders must furnish all Material Safety Data Sheets(MSDS)for any regulated chemicals,equpment or hazardous matenals at the lime of delivery. 17. Compliance with Laws. Vendor agrees to comply with at applicable fades]and state laws,regulabons and Polices,as amended,including those regarding discrimination,unfair labor motleys,anti-kick-bark and collusion 3.Changes.the The vendor oees i farmthe in and/or saxes es in sbe accordance t r with the s persededns, 18.Americans with Disabilities Act(ADA)Requirements. If Ns sdiatatom m�kinplaks the Provision d state and at the price set beth for each item Nothing m the purchase order may be added to modified,superseded« otherwise altered except in writing signed by an authorized representative of the state agency purchasing office and services to the pudic,the vendor shall,in addition to any other requirements wider Title 11 of the Americans with adoroMedged by the vend«.Each shipment received a servioee perfumed aha/be only upon are temps axdained in Disabilities Act,comply with the Title 11 requirements of the Americans with Disabilities Act regarding the the purchase order,notwithstanding any terms that may be contained in any invoice or other act of vendor other than accessibility of the States services and programs,as an explicit requirement.The vendor assures that,at as times acknowledgment of a written change order to the purchase order. during the performance of any resulting contract,no qualified individual with a disability shall,by reason of that disability,be excluded from participation in,or be dewed benefits of,services,programs,or activities performed by 4.Delivery. Unless otherwise specified,in the solicitation or in the order,delivery shall be F.O.B.destination In its the vendor fix the benefit of the State. acceptance of any quotation offer,the state agency is reefing on the promised delivery date,installation,or service performance as matenal and basic to its acceptance.In the event of vendor's failure to delver or perform as and 19 Insurance.The vendor shall obtain,and maintain at all times during the term of the purchase order,insurance when promised,the state agency reserves the right to cancel its order,or any part thereof,without prejudice to its as seedbed n the solicitation or crder,end shag provide prod of such coverage other rights,and vendor apses that the state agency may return an or part of any shipment so made,and may 20 Termination For Default/Cause. charge vendor with any loss or expense sustained as a result of such(otos to deliver or perform as pranced.Time is of the essence. a.Except as otherwise agreed,the Uniform Commercial Code shall govern in the case of transactions in goods. 5 Rights In Data,Documents,and Computer Soflwrare or Other intellectual Property(State Ownership). n case of services.if the vendor refuses a fats to timely perform any d the provisions of the purchase order, Unless otherwise agreed in writing,any software,research,reports,studies,data,photographs,negatives or other Agentwith such notify as will ensure IIS mmplwithin the ire specified in this purchase order,the Purchasing documents,drawings or materials delivered by vendor in the performance of Its obligations under this purchase order may rictmfy the vendor in wring of the�,and if not purchase promptly mated within the time shat be the exclusive property of the Stale.The ownership rights described herein shall include,but riot be Incited b. spooned,such officer may there terminate the vendor's right to proceed with the purchase cider or such part of the the right to copy,publish,display,transfer,prepare de native works,or otherwise use the works. purchase order as to which thea has been delay or a failure to j>roPedr,perform.The vendor shall continue carred performance of the Purchase order to the extent it is not terminated and shat be liable for access costs incurred 6.Quality.The State will be the sole judge in determining'equals.with regard to quality,price and performance.Al in procuring similar goods«services elsewhere.Payment for completed services perfumed and accepted shall products delivered shall be newly manufactured and of the manufacturer's arrant model,unless otherwise specified. be at the purchase order prie. 7.Warranties.Al prwiaons and remedies of the Uniform Commercial Code relating to both implied and expressed b.In the case of remedies exercised under this paragraph for services,or analogous remakes exercised under werartes are herewith referred to and made a part d these Terms and Conditions and are in addition to any the Uniform Commercial Code for transactions in goods,the purchasing agency may withhold amounts due to warranties stipulated in the specificedma the vendor as the Purchasing Agent deems costs incurred per.completingorprocurngfiler, goods and serviceto be necessary to reimburses purchasing agency lir the excess 8. Inspection and Acceptance. Final acceptance is dependent upon completion of at applicable inspection a In case of either transactions n procedures.Should the products t services fat to meet wry inspIn rat a oer vi the Siete may exercise at of its fatue in performance d this purchase orderin accusers=with as terms if such faiure arises out of acts of God;goods or services,the vendor shall not be In default by reason of� rights,including those provided in time Uniform Commercial Code.n the cine of services,the Stag reserves the right to inspect services provided under this contact at at reasonable times and places."Services"as used in this clause acts of the pudic enemy;acts of the State and any governmental may in its saaeign a contractual capacity; includes services performed or tangible material produced or delivered In the performance of services.If any of the fires;tools;epidemics;quarantine restrictions;skies or other labor disputes;fruit embargoes;or unusually services do not conform with purchase order requirements,the State may require the vendor to perform the services severe weather. again in conformity with purchase order requirements,with no additional payment.When defects in the quality or d.If atter rejection.revocation,a other lamination of to vendor's right to proceed under the provisions of the quantity of service cannot be corrected by re-performance,the State may(1)require the vendor to tale necessary Uniform Commercial Code On the case of transactions in aeon to ensure that the future performance conforms b purchase order regin sments and(2)equitably reduce thegoods)a'this clause(n the case of services).t is delerniisd payment due the vendor to reflect the reduced vane of the services performed.These remedies in no way limit the for any reason that the vendor was not n default wider the provisionsd this cause,or that the delay remedies evadable to the State n the termination provisions of this purchase order,or remedies otherwise astable was erasable,the rights and obligations of the parties shat be the same as M the name d tenneratlon had been at law issued pursuant btnv oambitonbro enrenceclause. 9. Cash Discount Thecash discount period wit start from date of receipt of ecoepbtrace,hie trace,or ham date of 21.Termination For Convenience. receipt of acceptable products/services at the specified destination by an authorized agency representative, a. Cancellation Prior to Contract Formation.When this purchase order is not accepted by written whichever is later. acknowledgment,tris purchase order may be canceled by widen or oral notice to to vendor prior to shipment of 10.Tares.The state agency as purchaser,Is exempt from all federal excise taxes under Chapter 32 of the internalgoods or beginning of pariormrice of services. Revenue Cade(Na 84730123lq and tom al state and local govemirenl use tames(CRS.39.26114(a)and 203, b Unless otherwise agreed in wiling,in edition to the rights and as amended].Tax exempt mortems lir the speck stale agency may be bud elsewhere in tae doaunent.Vendor is hereby notfied that when materials are purchased lir the benefit of the State,such exemptions apply except that is inters ss ofgohe purchasing trweacnoag in goods in the Iernmh ale this purchaseial 'to PurchasingAor mayrt,whenr the e certain political subdivisions(for erampe-Gly of Darner)the vendor may be required b py sales or use teas even interests d the theagency agency n.srequire terminate this shallt order in whole or in part,for to though the ultimate product a service is waded to the State.These sales a use taxes wit not be reentuased by the commence of the «M a po The %m Agent and Mie written moon of to termination b the vendor specifying part of the pusiese order terrnlnatad vhhen termination becomes effective.Upon State recant of the ratios of tarmraratieorh,the vendor shat iwu no trier obligations except b the extent necessary to 11.Prompt Payment.State law and regulations provide that vendors urs be paid whin brty4ive days after reap/ mitigatecosta d performance.In the case of services a specially manufactured goods,the State shall pay of products or services and a correct notice of amount due,unless otherwise agreed to by contract or speed settlement expenses.the contract price or rate for supplies and services delivered and accepted,the cadlaans of the purchase oder.A State liability not paid warn forty-five days is=rendered delinquent and,mess reasonable cats of performance m unaccepted supplies and services,and a reasonable profit for that otherwise agreed W interest on the unpaid balance aha be pad beginning with the forty-sixth day at the rate of one work in accordance with the cost prihcplea promulgated in accordance with section 24107-101, percent per month m the unpaid balance u d paid in full.A liability shell not wise t a good fats dispute aces as b Colorado Revised Statutes,as amended.In the ate d eseting goods,the State shall pay reasonable settienrerit the agency's obligation b pay al or a portion d the liability Vendors shall invoice the State separately lir Interest on expenses,are canted pica lir goods delivered reasonableeand accepted,is reasonable preparatory ase incurred The preparation for delinquent amours due.The biking shall reference the delinquent payment.the m arter of days interest to be paid delivery of the undelivered goods.and a profit lir that work amount of the and the applicable interest rate.(Rd.Sec 24-30-202(24),CRS,as amended.] lennlnatan Melly under this paragraph that not exceed the amount of the purchase order price plus a reasonable cost for settlement expenses.The vendor agrees to submit a terninatan proposal as well as 12. Vendor Offset Pursuant to CRS 2430202.4,as amended,the State Controller may withhold payment for reasonable Wxpanng documentation,cost and pricing data,and a certtation required by section 24-106101, debts owed to stab anodes under the vendor offset intercept system for(a)unpaid chid support debt or dad CRS.,as amended,upon request Of the Purchasing Agent support areerages;(b)unpaid balance of tax,accrued interest or other charges specified in Nide 21,Title 39, 22. Purchase Order Approval. Tbis prdeae order shall not be deemed void meas t is executed by the CRS;(c)unpaid loans due to the Student Loan Division of the Department of Higher Education;(d)awed amounts required to be paid to the wsrtplgvnent compensation fund;and(e)other unpaid debts awing to the state or any Purchasing AgeAt lir the Purchasing stae agsuy or insttuticn,The State shat have no reepaginWy air tabby lir agency tiered the amara of which is found b be owing as a result of final agency determination or reduced t products or services delivered a performed pnor b proper execution/erect. judgment as candled by tine Slate Controller. 23. Fund Availability;Federal Funds COntYhgenhey[ Financial driigeti«e of the State of Colorado payable atter 13.Assignment and Successors;Antitrust Claims.The vendor shall not assign rights or delegate duties under the anent Ilial year are contingent upon funds for that purpose bang appropriated,budgeted and otherwise made this purchase order,a subcontract any part of the perbrmahce required under the purchase order,without the aaIlabta t this pn3wse order a faded in wide«n pat with federal funds,this purchase order a subject to and (mess,whiten consent or the State,which slot not be uaeafmady withheld This purchase order shat iure to contingent upon the continuing availability of federal funds for the purposes hereof.If this purchase order the benefit of and be bonding upon the parties hereto and their respective successes and assigns.Assignment d the purchase d goods to be delivered in a sine installment the State represents that it has sat aside amants rec iveble may be made only with Milan notice furs ed b Pe purchasing agency or institution. sulTolermttuhde b risks payment urderths purchase order in accordance with its tams 14.Index ifcatlah.In the event any wide sold or delivered under tis purchase order b covered by any patent, 24. Choke of lawn This purchase order is made in tine State d Colorado.The lava d the Store d CUicrado shall copyright lradarWk or applialkn therefor;the vendor wit indemnify and hold hemiess the State of Colorado from govern n conmeaon with the brmaton,performance and to legal enbrcernent or this Purchase ader.Unless any and all loss,flabby.coat,expenses and legal fess incurred m account d wry dams,legal actions,or judgment: ohms* n the aoYcta loch or this ardor,venue for aryjudicial actor wising out da h connection with this arising out of manufacture,sale or used such stick in violation,infringement«the Be of rights under such patentwxrchase order shall be en Denver,Colorado.Vendor shall exhaust administrative remedies in§24-109-106, copyright trademark or application.If the purchase order is for services,to the extent authorized by law,the vendor Colorado Revead Stables,as amended,prior to commencing+nyjudiaa action against the State. shat indemnify,taw.and hold harmless the State,its employees and agents,against any and all Nims,damages, 25.Uniform Commercial COW.At references in this purchase order to the Uniform Cminerdal Code shat mean liability and mut awards Including mak,expenses,and attorney tees incurred as a result of any ac or mesh by to Uniform Commercial Code as adopted by the State of Coke-ado at Title 4,Colorado Revised Statutes,as the vendor,a Its employees,agues,subcontractors or assignees arising out of or In wiedion wth performance of amended. services ordered by this purchase order. 26. 15. ffiDEPE14DENT CONTRACTOR. THE VENDOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN Non-discrimination.The vendor apses to gimpy with the later and spirit d all applicable state and federal INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE.NEITHER THE VENDOR NOR ANY AGENT OR lawn respecting deairtaetiorh and inform employment practices. EMPLOYEE OF THE VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE 395.30-55.0159 1395-30.55.0233(R 6/99)