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PURCHASE ORDER TcRMS AND CCNCITIONS t. GfferfACCeptance. If this purchase orde• rrers to ycur bid or proposal, then this purchase order is an nCCEPTANCE cf your OFFER TO SELL in accordance with the terms and conditions of the IFB/RFP, as stateC in your bid. If no Sid or proposal is referenced. the purchase order is an OFFER TO 6UY, subject to your acceptance. whim must be Cemonstrated by either ycur perfermanca of the purchase prder or by a formal acknowledgment m wnt!ng. Am/ COUNTER-GFFER TO SELL is automatically ecnstrued as a CANCELL4TION of ,his purchase ewer unless a mange prder is issued accepting a counter-crfer. In the event vendor Form(s) or pan(s) of forms are included in, ar as an attachment to, any bid, proposal, offer, acknowledgment, or othervise, vendor agrees that. in the event of inconsistencies or contradictions, the terms and conditions ci the solicitation dpcumen[ and ;his purchase order shall supersede and control over those contained in the vendor's formfs) regardless of any satement to the contrary in a vendor fermis). Unless the purchasing agent specifically agrees in writing through overt reference or other express written indication of assent, terms and conditions on ventlor forms regarding choice of law, venue, warranty disclaimer cr exclusion, indemniilcation or limitation of liability shall be of no effect. 2. Safety Information. All chemicals, equipment and materials proposed and/or used in the performance of this purchase order must conform to the standards required by the William-Steiger Occupational Safety and Health Act of 1970. Bidders must furnish all Material Safety Data Sheets (MSOS) for any regulated chemicals, equipment or hazardous materials at the time of delivery. 3. Changes. The vendor agrees to furnish the products and/or services in strict accordance with the specifications, and at the price set forth for each item. Nothing in the purchase order may be added to, modified, superseded or otherwise altered except in writing signed by an authorized representative of the state agency purchasing offce and acknowledged by the vendor. Each shipment received or service performed shall be only upon the terms contained in the purchase order, nobwithstanding any terms that may he contained in any invoice or other act of vendor other than acknowledgment of a written change order to the purchase order. 4. Delivery. Unless otherwise specifed, in the solicitation or in this order, delivery shall be F.O.B, destination. In its acceptance of any quotation offer, ;he state agency is relying on the promised delivery date, installation, or service performance as material and basic to its acceptance. In the event of vendor's failure to deliver or perform as and when promised, the state agency reserves the right td cancel its order, or any part thereof, without prejudice to its other rights, and vendor agrees that the state agency may return all or part of any shipment so made, and may charge vendor with any Ions or expense sustained as a result of such failure to deliver or perform as promised. Time is of the essence. 5. Rights In Data, Documents, and Computer Software or Other Intellectual Property (State Ownership). Unless otherwise agreed in writing, any software, research, reports, studies, data, photographs, negatives or other Documents, drawings or materials delivered by vendor in the performance of its obligations under this purchase order shall be the exclusive property of the State. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the ~.vorks. 5. Quality. The Stale will be the sole judge in determining "equals' with regard to quality, price and performance. All products delivered shall be newly manufactured and of the manufacturers current model, unless otherwise specified. -. Warranties. All crovisions and remedies cf ;he Uniform CJTmefC:al ',',Joe relating [o bath implied anC expressed 'Narrad(les are herewdh referred [o anC mace a par, of. these Terms ono CJnditicns anC are in addition to any warranties stipulated in ;he specifications. 9. Inspection and Accaptance. Firal acceptance is decendent uFCn ecmpletion of all aFFiicable inspection preceoures. Should the prcducs er sernces fail to meet any inspec;icn egcirements the Sate may exercise all of its rigors, inc;uding ;hose crovided in the Uniform Ccmmerial Code. in the axe of serrices, the State reserves the ngnt ~ : inspect sernces provided under this contract at all r=_asonable lir, ;; and places. "Services" as used in this clause includes services performeC or tangible material produced er celivered in the peformance of services. If any of the services Co not conform with purchase crCer requirements. the State may require the ventlor to per,'orm the services again in conformity 'with purchase order requirements, with no additional payment. When CefeCS in the quality or quantity of service cannot be corrected by re-performance, the State may (1) require the ventlor to take necessary action to ensure that the future performance conforms to purchase order requirements and (2) equitably reduce [he payment due the vendor to reflect the reduced value of the services performed. T'nese remedies in no way lir. it the remedies available to the State in the termination provisions of this purchase crcer, or remedies otherwise available at law. 9. Cash Discount. The cash tliscpunt period will start from date of receipt of acceptable invoice, or from date of receipt of acceptable products/services at the speGfed destination by an authorized agency representative, whichever is later. 10. Taxes. The state agency, as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Internal Revenue Cede [NO. 84-730123K] and from all state and local government use taxes [C.R.S. 39- 25-114(a) and 203, as amended]. Tax exempt numbers for the speclfic state agency may be found elsewhere in this document. Ventlor is herepy notified that when marorials are purchased for the beneft of the State, such exemptions apply except that in certain political subdivisions (for example -City of Denver) the vendor may be required to pay sales or use taxes even though the ultimate product or service is provided to the State. These sales cr use :axes will not be reimbursed by the Slate. 11. Prompt Payment. State law and regulations provide that vendors will be paitl within forty-fve days after receipt of producs or services and a correct notice of amount due, unless otherwise agreed to by contract or special conditions of the purchase order. A Stare liability net paid within forty-five days is considered delinquent and, unless otherwise agreed to, interest on the unpaid balance shall be paid beginning with the forty-sixth day at the rate of one percent per month on the unpaid balance until paid in full. A liability shall not arise if a good faith dispute exists as to the agency's obligation to pay all or a portion of the liability. Vendors shall invoice the State separately far interest on delinquent amounts due. The billing shall reference the delinquent payment, the number of days interest to be paid and the applicable interest rate. [Ref. Sac 24-30- 202(24), C.R.S., as amended.] 12. Vendor Offset Pursuant to CRS 24-30-202.4, as amended the State Controller may withhold payment for debts owed to state agences under the vendor orset intercept system for (a) uneaid child support debt or child support arrearages; (b) unpaid balance of tax, accrued interest, cr other charges specified in Article 2~, Title 39, CRS; (c) unpaid loans due to the Student Lcan Division of the Department of Higher Educavon; (d) owed amounts required b be paid to the unemployment comcensation fund; and (e) other unpaitl debts owing to the state or any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgment as certified by the State Controller.