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State of Colorado Purchase Order Terms and Conditions
<br /> 1. Offer/Acceptance. This Purchase Order, together with these terms and conditions (including, if applicable, Addendum 1: Additional Terms and
<br /> Conditions for Information Technology, below), and any other attachments, exhibits, specifications, or appendices,whether attached or incorporated by
<br /> reference(collectively the"PO")shall represent the entire and exclusive agreement between the State and the Vendor. If this PO refers to Vendor's bid or
<br /> proposal,this PO is an ACCEPTANCE of Vendor's OFFER TO SELL in accordance with the terms and conditions of this PO. If a bid or proposal is not
<br /> referenced,this PO is an OFFER TO BUY,subject to Vendor's acceptance,demonstrated by Vendor's performance or written acceptance of this PO.Any
<br /> COUNTER-OFFER TO SELL automatically CANCELS this PO, unless a change order accepting the counter-offer is issued in accordance with §4
<br /> accepting a counter-offer.The State shall not be responsible or liable for goods or services delivered or performed prior to issuance of this PO.
<br /> 2. Order of Precedence. In the event of a conflict or inconsistency within this PO,such conflict or inconsistency shall be resolved by giving preference
<br /> to the documents in the following order of priority: (a)the Purchase Order document; (b)these Terms and Conditions(including, if applicable,Addendum
<br /> 1:Additional Terms and Conditions for Information Technology below);and(c)any attachments,exhibits,specifications,or appendices,whether attached
<br /> or incorporated by reference.Any terms and conditions included on Vendor's forms or invoices not included in this PO are void.
<br /> 3. Safety Information. All chemicals, equipment,and materials proposed or used in the performance of this PO shall conform to the requirements of
<br /> the Occupational Safety and Health Act of 1970.Vendor shall furnish all Material Safety Data Sheets(MSDS)for any regulated chemicals,equipment,or
<br /> hazardous materials at the time of delivery.
<br /> 4. Changes. Vendor shall furnish goods or services in strict accordance with the specifications and price set forth for each item.This PO shall not be
<br /> modified,superseded or otherwise altered,except in writing signed by the State and accepted by Vendor. If this PO is for goods only and Vendor has not
<br /> delivered the goods prior to the expiration of this PO,but Vendor delivers all of the goods to the State only after expiration of this PO,then the State, in its
<br /> sole discretion, may accept the goods under this PO by extending this PO and delivering the modification to Vendor; however, regardless of anything to
<br /> the contrary, if the State does not extend this PO for any reason then the goods delivered after expiration of this PO shall be deemed rejected,Vendor
<br /> shall arrange the return of all delivered goods at Vendor's sole expense,and the State shall have no liability for any such goods.
<br /> 5. Delivery. Unless otherwise specified in this PO,delivery shall be FOB destination,freight prepaid and allowed.The State is relying on the promised
<br /> delivery date and any installation or service performance set forth in this PO as material and basic to the State's acceptance. If Vendor fails to deliver or
<br /> perform as and when promised,the State, in its sole discretion, may cancel its order,or any part thereof,without prejudice to its other rights, return all or
<br /> part of any shipment so made, and charge Vendor with any loss or expense sustained as a result of such failure to deliver or perform as promised.Time
<br /> is of the essence.
<br /> 6. Rights to Materials.[Not Applicable to POs issued eitherin whole or in part for Information Technology,as defined in CRS§24-37.5-102(2);
<br /> which shall be governed by Addendum 1 §B.] Unless specifically stated otherwise in this PO, all materials, including without limitation supplies,
<br /> equipment,documents,content, information,or other material of any type,whether tangible or intangible(collectively"Materials"),furnished by the State
<br /> to Vendor or delivered by Vendor to the State in performance of its obligations under this PO shall be the exclusive property of the State. Vendor shall
<br /> return or deliver all Materials to the State upon completion or termination of this PO.
<br /> 7. Reporting. If Vendor is served with a pleading or other document in connection with an action before a court or other administrative decision making
<br /> body,and such pleading or document relates to this PO or may affect Vendor's ability to perform its obligations under this PO,Vendor shall,within 10 days
<br /> after being served, notify the State of such action and deliver copies of such pleading or document to the State.Vendor shall disclose,in a timely manner,
<br /> in writing to the State all violations of federal or state criminal law involving fraud,bribery,or gratuity violations potentially affecting this PO.The State may
<br /> impose any remedies available,which may include,without limitation,suspension or debarment.
<br /> 8. Conflicts of Interest. Vendor acknowledges that with respect to this PO, even the appearance of a conflict of interest is harmful to the State's
<br /> interests.Absent the State's prior written approval,Vendor shall refrain from any practices,activities,or relationships that reasonably may appear to be in
<br /> conflict with the full performance of Vendor's obligations to the State hereunder. If a conflict or appearance of a conflict of interest exists,or if Vendor is
<br /> uncertain as to such, Vendor shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to
<br /> promptly submit a disclosure statement or to follow the State's direction with respect to the actual or apparent conflict constitutes a breach of this PO.
<br /> 9. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code,CRS,Title 4("UCC"), relating to implied or express warranties
<br /> for goods are incorporated herein,in addition to any warranties contained in this PO.
<br /> 10. Inspection and Acceptance. The State's final acceptance of goods or services is contingent upon completion of all applicable inspection procedures.
<br /> All goods delivered shall be newly manufactured and the current model, unless otherwise specified. The State shall have the right to inspect goods or
<br /> services provided under this PO at all reasonable times and places.The State shall be the sole judge in determining"equals"with regard to conformance
<br /> with the specifications outlined in this PO for quality, price, and performance. If any of the goods or services do not conform to this PO,the State, at its
<br /> sole discretion, may require Vendor to either(a) replace the goods specified by the State or(b) perform the services again, without additional payment
<br /> from the State. When defects in the quality or quantity of goods or services cannot be corrected by replacement or re-performance, the State may(c)
<br /> require Vendor to take necessary action to ensure that future performance conforms to this PO and(d)equitably reduce the payment due Vendor to reflect
<br /> the reduced value of the goods or services performed.These remedies do not limit the remedies otherwise available in this PO,at law,or in equity.
<br /> 11. Taxes. The State is exempt from federal excise taxes and from State and local sales and use taxes.The State shall not be liable for the payment of
<br /> any excise,sales,or use taxes imposed on Vendor.A tax exemption certificate will be made available upon Vendor's request.
<br /> 12. Payment. The State shall not pay Vendor any amount for performance under this PO in excess of the Document Total set forth on the Purchase
<br /> Order document.The State shall pay Vendor for all amounts due within 45 days after the State's receipt of goods or services and acceptance of a correct
<br /> invoice of amount due.Amounts not paid by the State within 45 days of the State's acceptance of the invoice shall bear interest on the unpaid balance
<br /> beginning on the 45th day at the rate set forth in CRS §24-30-202(24)until paid in full. Interest shall not accrue if a good faith dispute exists as to the
<br /> State's obligation to pay all or a portion of the amount due.Vendor shall invoice the State separately for interest on delinquent amounts due, referencing
<br /> the delinquent payment, number of day's interest to be paid,and applicable interest rate.The State may benefit from any early payment discount offered
<br /> by Vendor by making payment within the timeframes required by Vendor to be eligible for such discount. If Vendor offers an early payment discount,then
<br /> the discount shall be shown on Vendor's invoices to the State,and if the State makes payment on the invoice within the time frame for the discount,Vendor
<br /> shall either(a)accept the payment amount less the appropriate discount or(b)refund the discount back to the State. Except as specifically agreed in this
<br /> PO,Vendor shall be solely responsible for all costs,expenses,and other charges it incurs in connection with its performance under this PO.
<br /> 13. Assignment. Vendor's rights and obligations under this PO shall not be transferred or assigned without the prior,written consent of the State and
<br /> execution of a new PO.Any attempt at assignment or transfer without such consent and new PO shall be void.Any new PO approved by the State shall
<br /> be subject to the same terms and conditions as those set forth in this PO.
<br /> 14. Subcontracts. Unless otherwise specified in this PO,Vendor shall not enter into any subcontract in connection with its obligations under this PO
<br /> without the prior,written approval of the State.Vendor shall submit to the State a copy of each such subcontract upon request by the State.All subcontracts
<br /> entered into by Vendor in connection with this PO shall comply with all applicable federal and state laws and regulations, shall provide that they are
<br /> governed by the laws of the State of Colorado,and shall be subject to all provisions of this PO.
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<br /> Effective 7/1/2019
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