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PURCHASE ORDER TERMS A;ID CCNCITICNS
<br /> I Offer/Aoceptance. If this cur^nose order refers to /our bid or 7 Warranties. All provisions and remedies of the Uniform
<br /> Commercial Coos relating to both �mcited arc excressed saranties
<br /> this ;chase pricer �s an AC.,�?TA�ICE of your ,
<br /> Fthen pu are herewith referred to aro made a par, of these Terms and
<br /> OFFER TO SELL in .accorda-ca with the terms and conditions of the
<br /> IFEIFF?, as stated rn ryour old If no bid or proposal is referenced. Conditions arc are n aCCitcn to any warranties sticulateo n the
<br /> OFFER TO BUY, sur ect to your scec`caticns.
<br /> ine CvrChase once, is ar. i
<br /> accectance, which must „e demonstrate. by eitker your
<br /> 8 Inspection and Acceptance. Friel acceptance :5 os ercent
<br /> performance of the purchase ;fCef or by a formal acknowledgment upon m^u'�et:Cr of 311 3pCliCable '.nSCeC:ICn p(dCed.'eS ,',",C:,C the
<br /> it writing Any COUN i OFFER TO SELL is automatically upon
<br /> CCor services fail to meet any inscecticn recuircmertc the
<br /> construed as a CANCELLATION of this purphase order unless a
<br /> State may exercise a! of its rights Intruding those prcv'cec '.n the
<br /> Change order is issued accepting a counter-offer In the event Uniform Commerical Code In the case of services. Ire State
<br /> vendor form(s) or par(s) of forms are included in, or as an
<br /> reserves the rgnt to inscec:services provided under this contract at
<br /> attacriment to, any bid, proccsal. offer, act nowledgment, or all reasonacle times arc places. "Services" as used in this clause
<br /> otherwise, vendor agrees that, in the event of Inconsistencies or
<br /> incudes services percrmed or tangible material produced cr
<br /> contradictions, the terms and conditions of the solicitation document delivered in the performance of sernces. If any of the services do
<br /> and this purcnase order snail supersede and control over those not conform with purchase order requirements, the State may
<br /> contained in the vendor's form(s) regardless of any statement to the require
<br /> uquirese order or to perform the
<br /> tno additional in inaymerrmieNheh
<br /> with
<br /> contrary in a vendor form(s). Unless the purchasing agent purchase
<br /> s in the gor quantity with f service cannot be correcteden
<br /> specifically agrees in writing through overt reference or other defects in the quality the ate may (1) requireicec the vendor take
<br /> express written indication of assent,terms and conditions on vendor rnecessary action to ensure that the future performance conforms to
<br /> forms regarding choice of law, venue, warranty disclaimer or purchase order requirements and (2) equitably reduce the cayment
<br /> exclusion, Indemnification or limitation of liability shall be of no due the vendor to reflect the reduced value of the services
<br /> effect. performed. These remedies in no way limit the remedies available
<br /> to the State in the termination provisions of this purchase order, or
<br /> 2. Safety Information. All chemicals, equipment and materials remedies otherwise available at law.
<br /> proposed and/or used in the performance of this purchase order
<br /> must conform to the standards required by the William-Steiger 9. Cash Discount.The cash discount period will start from date of
<br /> Occupational Safety and Health Act of 1970.Bidders must furnish all receipt of acceptable invoice, or from date of receipt of acceptable
<br /> Material Safety Data Sheets (MSDS) for any regulated chemicals, products/services at the specified destination by an authorized
<br /> equipment or hazardous materials at the time of delivery. agency representative,whichever is later.
<br /> 10. Taxes. The state agency, as purchaser, is exempt from all
<br /> 3. Changes. The vendor agrees to furnish the products and/or excise taxes 32 of the Code
<br /> services in strict accordance with the specifications, and at the price federal excise
<br /> 84-730123K]and underrom all Chapterstand localtheInternal nRevenueevt use Code
<br /> set forth for each item. Nothing in the purchase order may be added [
<br /> to, modified, superseded or otherwise altered except in writing [C.R.S. 39-26-114(a) and 203, as amended]. Tax exempt numbers .
<br /> signed by an authorized representative of the state agency for the specific state agency may be found elsewhere in this
<br /> purchasing office and acknowledged by the vendor. Each shipment document. Vendor is hereby notified that when materials are
<br /> received or service performed shall be only upon the terms purchased for the benefit of the State, such exemptions apply
<br /> contained in the purchase order, notwithstanding any terms that may except that in certain political subdivisions (for example - City of
<br /> Denver)the vendor may be required to pay sales or use taxes even
<br /> be contained in any invoice or other act of vendor other than though the ultimate product or service is provided to the State.
<br /> acknowledgment of a written change order to the purchase order. These sales or use taxes will not be reimbursed by the State.
<br /> 4. Delivery. Unless otherwise specified, in the solicitation or in this
<br /> order,delivery shall be F.O.B. destination. In its acceptance of any 11. Prompt Payment. State law and regulations provide that
<br /> quotation offer,the state agency is relying on the promised delivery vendors will be paid within forty-five days after receipt of products or
<br /> date,installation, or service performance as material and basic to its services and a correct notice of amount due, unless otherwise
<br /> acceptance. In the event of vendor's failure to deliver or perform as agreed to by contract or special conditions of the purchase order.A
<br /> and when promised,the state agency reserves the right to cancel its State liability not paid within forty-five days is considered delinquent
<br /> order, or any part thereof, without prejudice to its other rights, and and, unless otherwise agreed to, interest on the unpaid balance
<br /> vendor agrees that the state agency may return all or part of any shall be paid beginning with the forty-sixth day at the rate of one
<br /> shipment so made, and may charge vendor with any loss or percent per month on the unpaid balance until paid in full.A liability
<br /> expense sustained as a result of such failure to deliver or perform as shall not arise if a good faith dispute exists as to the agency's
<br /> promised. Time is of the essence. obligation to pay all or a portion of the liability Vendors shall invoice
<br /> the State separately for interest on delinquent amounts due. The
<br /> 5. Rights In Data, Documents, and Computer Software or Other billing shall reference the delinquent payment, the number of days
<br /> Intellectual Property (State Ownership). Unless otherwise agreed
<br /> interest to be paid and the applicable interest rate. (Ref. Sec 24-30-
<br /> in writing, any software, research, reports, studies, data, 202(24),C.R.S.,as amended.]
<br /> photographs, negatives or other documents, drawings or materials
<br /> delivered by vendor in the performance of its obligations under this 12.Vendor Offset. Pursuant to CRS 24-30-202.4, as amended, the
<br /> purchase order shall be the exclusive property of the State. The State Controller may withhold payment for debts owed to state
<br /> ownership rights described herein shall include,but not be limited to, agencies under the vendor offset intercept system for: (a) unpaid
<br /> the right to copy,publish, display,transfer, prepare derivative works, ' child support debt or child support arrearages; (b) unpaid balance of
<br /> or otherwise use the works tax, accrued interest, or other charges specified in Article 21, Title
<br /> 39. CRS, (c) unpaid loans due to the Student Loan Division of the
<br /> 6. Quality.The State will be the sole judge in determining "equals" Department of Higher Education; (d) owed amounts required to be
<br /> with regard to quality, price and performance. All products delivered paid to the unemployment compensation fund: and (e) other unpaid
<br /> shall be newly manufactured and of the manufacturer's current debts owing to the state or any agency thereof,the amount of which
<br /> model,unless otherwise specified. is found to be owing as a result of final agency determination or
<br /> reduced to judgment as certified by the State Controller.
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