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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
<br /> applicable, Addendum 1: Additional Terms and Conditions for Information Technology, below), and any
<br /> 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
<br /> and the Vendor. If this PO refers to Vendor's bid or proposal, this PO is an ACCEPTANCE of Vendor's
<br /> 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
<br /> performance or written acceptance of this PO. Any COUNTER-OFFER TO SELL automatically
<br /> 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
<br /> 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
<br /> inconsistency shall be resolved by giving preference to the documents in the following order of priority:
<br /> (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,
<br /> exhibits, specifications, or appendices, whether attached or incorporated by reference. Any terms and
<br /> 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
<br /> of this PO shall conform to the requirements of the Occupational Safety and Health Act of 1970. Vendor
<br /> 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
<br /> price set forth for each item. This PO shall not be modified, superseded or otherwise altered, except in
<br /> 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
<br /> only after expiration of this PO, then the State, in its sole discretion, may accept the goods under this
<br /> 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
<br /> expiration of this PO shall be deemed rejected, Vendor shall arrange the return of all delivered goods
<br /> 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
<br /> and allowed. The State is relying on the promised delivery date and any installation or service
<br /> performance set forth in this PO as material and basic to the State's acceptance. If Vendor fails to
<br /> deliver or perform as and when promised, the State, in its sole discretion, may cancel its order, or any
<br /> part thereof, without prejudice to its other rights, return all or part of any shipment so made, and charge
<br /> Vendor with any loss or expense sustained as a result of such failure to deliver or perform as promised.
<br /> Time is of the essence.
<br /> 6. Rights to Materials. [Not Applicable to POs issued either in whole or in part for Information
<br /> Technology, as defined in CRS § 24-37.5-102(2); which shall be governed by Addendum 1 §B.]
<br /> 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
<br /> intangible (collectively "Materials"), furnished by the State to Vendor or delivered by Vendor to the State
<br /> 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
<br /> before a court or other administrative decision making body, and such pleading or document relates to
<br /> this PO or may affect Vendor's ability to perform its obligations under this PO, Vendor shall, within 10
<br /> days after being served, notify the State of such action and deliver copies of such pleading or document
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<br /> Effective 7/1/2022
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