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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
<br /> 1:Additional Terms and Conditions for Information Technology, below), and any other attachments, exhibits,specifications,
<br /> or appendices,whether attached or incorporated by reference(collectively the"PO")shall represent the entire and exclusive
<br /> agreement between the State and the Vendor. If this PO refers to Vendor's bid or proposal, this PO is an ACCEPTANCE
<br /> of Vendor's OFFER TO SELL in accordance with the terms and conditions of this PO. If a bid or proposal is not referenced,
<br /> this PO is an OFFER TO BUY, subject to Vendor's acceptance, demonstrated by Vendor's performance or written
<br /> acceptance of this PO.Any COUNTER-OFFER TO SELL automatically CANCELS this PO, unless a change order accepting
<br /> the counter-offer is issued in accordance with §4 accepting a counter-offer. The State shall not be responsible or liable for
<br /> 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
<br /> resolved by giving preference to the documents in the following order of priority: (a)the Purchase Order document; (b)these
<br /> Terms and Conditions (including, if applicable, Addendum 1: Additional Terms and Conditions for Information Technology
<br /> below); and (c) any attachments, exhibits, specifications, or appendices, whether attached or incorporated by reference.
<br /> 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
<br /> conform to the requirements of the Occupational Safety and Health Act of 1970. Vendor shall furnish all Material Safety
<br /> Data Sheets (MSDS) for any regulated chemicals, equipment, or 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
<br /> each item. This PO shall not be modified, superseded or otherwise altered, except in writing signed by the State and
<br /> accepted by Vendor. If this PO is for goods only and Vendor has not delivered the goods prior to the expiration of this PO,
<br /> but Vendor delivers all of the goods to the State only after expiration of this PO, then the State, in its sole discretion, may
<br /> accept the goods under this PO by extending this PO and delivering the modification to Vendor; however, regardless of
<br /> anything to the contrary, if the State does not extend this PO for any reason then the goods delivered after expiration of this
<br /> PO shall be deemed rejected, Vendor shall arrange the return of all delivered goods at Vendor's sole expense, and the
<br /> 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
<br /> State is relying on the promised delivery date and any installation or service performance set forth in this PO as material
<br /> and basic to the State's acceptance. If Vendor fails to deliver or perform as and when promised, the State, in its sole
<br /> discretion, may cancel its order, or any part thereof, without prejudice to its other rights, return all or part of any shipment
<br /> so made, and charge 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 Technology, as
<br /> defined in CRS§24-37.5-102(2);which shall be governed by Addendum 1§B.] Unless specifically stated otherwise in
<br /> this PO, all materials, including without limitation supplies, equipment, documents, content, information, or other material of
<br /> any type, whether tangible or intangible (collectively "Materials"), furnished by the State to Vendor or delivered by Vendor
<br /> to the State in performance of its obligations under this PO shall be the exclusive property of the State. Vendor shall return
<br /> 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
<br /> administrative decision making body, and such pleading or document relates to this PO or may affect Vendor's ability to
<br /> perform its obligations under this PO, Vendor shall, within 10 days after being served, notify the State of such action and
<br /> deliver copies of such pleading or document to the State. Vendor shall disclose, in a timely manner, in writing to the State
<br /> all violations of federal or state criminal law involving fraud, bribery, or gratuity violations potentially affecting this PO. The
<br /> State may 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
<br /> is harmful to the State's interests.Absent the State's prior written approval,Vendor shall refrain from any practices, activities,
<br /> or relationships that reasonably may appear to be in conflict with the full performance of Vendor's obligations to the State
<br /> hereunder. If a conflict or appearance of a conflict of interest exists, or if Vendor is uncertain as to such,Vendor shall submit
<br /> to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit
<br /> a disclosure statement or to follow the State's direction with respect to the actual or apparent conflict constitutes a breach
<br /> of this PO. Vendor acknowledges that all State employees are subject to the ethical principles described in §24-18-105,
<br /> C.R.S. Vendor further acknowledges that State employees may be subject to the requirements of§24-18-105, C.R.S. with
<br /> regard to this PO.
<br /> 9. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Title 4 ("UCC"), relating to
<br /> implied or express warranties 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
<br /> applicable inspection procedures.All goods delivered shall be newly manufactured and the current model, unless otherwise
<br /> specified. The State shall have the right to inspect goods or services provided under this PO at all reasonable times and
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<br /> Effective 7/1/2022
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