1999-06-14_GENERAL DOCUMENTS - C1981046

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PURCHASE ORDER TERMS AND CONDITIONS 1. Offer/Acceptance. if the purchase order refers to your bid,then the purchase (d)owed amounts required to be paid to the unemployment compensation fund;and order is an ACCEPTANCE of your OFFER TO SELL in accordance with the terms is found id debts a owing res tot of fin the tale or anencyde a niy Chereof or reduced to judgment ,the amount of which and conditions of the IFB/RFP,as stated in your bid. If no bid is referenced,the m be 9 as purchase order is an OFFER TO BUY,subject to your acceptance,which can be as certified by the controller. demonstrated by your performance of the purchase order or by a formal strued as 13. Assignment. Except for assignment of antitrust claims and accounts receivable, acknowledgment. Any COUNTER-OFFER TO SELL is automatically con any CANCELLATION of the purchase order unless a change order is issued accepting prior writteneither party assign to the contract may portion onsent of the o her party. Ve Stater e and Starecognize that l in actual a counter offer. economic practice,antitrust violations ultimately impact the purchaser.Therefore, any and l claims it may now have or er 2. Safety Information.All chemicals,equipment and materials proposed and/or acquvendire under federal or state an assigns to the tititru t laws lrelati g to he particular products ffor used in the performance of this purchase order must conform to the standards services der feed or acquired by the State of Colorado pursuant to this purchase required by the William-Steiger Occupational Safety and Health Act of 1970. Bidders order. spurchased of anti-trust and accounts receivable may be made only with must furnish all Material Safety Data Sheets(MSDS)for any regulated chemicals, Assignment equipment or hazardous materials at the time of delivery. written notice to the State. 14.Indemnification. In the event any article sold or delivered under this purchase 3. Changes.The vendor agrees to furnish the products and/or services in strict order is covered b an patent, copyright, trademark, or application thereof, the in the purchase with the specifications,and at the price set forth for each item. Nothing vendor will indemnify and hold harmless the State of Colorado from any and II loss, in the purchase order may be added to,modified,superseded or otherwise altered except in writing signed by an authorized representative of the state agency cost,expenses and legal fees on account of any claims,legal actions,or judgements purchasing office and acknowledged by the vendor. Each shipment received or on like of account f manufanderch patent,or usecopyri f st demark uch article for iota i t,nfmif gement or the purchase service performed shall be only upon the terms contained in the purchase order, rights notwithstanding any terms that may be contained in any invoice or other act of vendor order is for services,to the extent authorized by law,the contractor shall indemnify, other than acknowledgment of a written change order to the purchase order. save,and hold ts,against any and all claims,damages,al ability and court awards including costs rmless thii State,its employees and nexpenses and attorney by the venor,or its 4. Delivery.In its acceptance of any quotation offer,the state agency is relying on fees incurred oa racto sulttr of any gnees act r omission to he terms ofthis purchase employees, order. the promised delivery date,installation,or service performance as material and basic agents, to its acceptance. In the event of vendors failure to deliver or perform as and when 15.Independent Contractor.THE CONTRACTORNENDOR SHALL PERFORM promised,the state agency reserves the right to cancel its order,or any part thereof, ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS without prejudice to its other rights,and vendor agrees that the state agency may OR return all or part of any shipment so made,and may change vendor with any loss or AN EMPLOYEE,NEITHER THE CONTRACTOR/VENDOR OR ANY AGENT expense sustained as a result of such failure to deliver or perform as promised. DEEMED EMPLOYEE OF BE AN NT ACTO IVEN OR SHAL OF L BE 08 SHALL STATE. Settlement of a purchase oder terminated for convenience of the State not CONTRACTOR/VENDOR SHALL PAY WHEN DUE ALL REQUIRED involving delay or late delivery may be resolved by negotiated agreement.In such EMPLOYMENT TAXES AND INCOME TAX WITHHOLDING INCLUDING ALL cases,every effort will be made to reach a fair and prompt settlement with the FEDERAL AND STATE INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES vendor. PAID PURSUANT TO THIS CONTRACT. CONTRACTOR/VENDOR R AND ITS EMPLOYEES 5. New Products. All products delivered against this purchase order shall be newly ACKNOWLEDGES ENTITLED TO UNEMPLOYMENT NSUR O INSURANCE BENEFITS UNLESS manufactured and of the manufacturers current model,unless otherwise specified. THE CONTRACTOR/VENDOR ARE NOT ENTITLED TO UNEMPLOYMENT 6.Quality.The State will be the sole judge in determining"equals"with regard to INSURANCE BENEFITS UNLESS THE CONTRACTORNENDOR OR A THIRD quality, price and performance. PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE.CONTRACTORNENDOR 7.Warranties. All provisions and remedies of the Uniform Commercial Code relating SHALL HAVE NO AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE to both implied and expressed warranties are herewith refereed to and made a part STATE TO ANY AGREEMENTS,LIABILITY,OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN,CONTRACTOR of these Terms and Conditions and are in addition to any warranties stipulated in the SHALL PROVIDE AND KEEP IN FORCE,WORKERS'COMPENSATION (AND(AND SHOW PROOF OF specifications. SUCH INSURANCE)AND UNEMPLOYMENT COMPENSATION INSURANCE IN 8.Inspection. Receipt of products or services in response to this purchase order THE AMOUNT REQUIRED BY LAW,AND SHALL BE SOLELY RESPONSIBLE can result in authorized payment on the part of the state agency.Final acceptance FOR THE ACTS OF CONTRACTOR/VENDOR,ITS EMPLOYEES,AND AGENTS. is dependent upon completion of all applicable inspection procedures.Should the 16.Communications.All communications,including reports,notices,and advice of products or services fail to meet any inspection requirements the State may exercise any nature,concerning administration of this purchase order,prepared by vendor for all of its rights,including those provided in the Uniform Commercial Code. the state agency's use,must be furnished solely to the Purchasing Agency within the 9. Cash Discount. The cash discount period will start from date of receipt of agency purchasing office. acceptable invoice,or from date of receipt of acceptable products/services at the s 17.Vendor Forms.In the event bidders form(s)or part(s)of forms are included as specified destination by an authorized agency representative,whichever is later. an attachment(s),bidder agrees that in the event of inconsistencies or contradictions 10.Taxes.The state agency,as purchaser,is exempt from all federal excise taxes the terms and conditions of the solicitation document shall supersede and control under Chapter 32 of the Internal Revenue Code(No.84-730123K)and from all state over those contained in the bidder's form(s) regardless of any statement to the and local government use taxes(C.R.S.239-26-114(a)and 203,as amended). Tax contrary in a bidder form(s). exempt numbers for the specific state agency may be found elsewhere in this 18 Compliance With Laws. Bidder agrees to comply with ail applicable federal and document. Vendor is hereby notified that when materials are purchased for the state laws, regulations and policies, as amended, including those regarding benefit of the State, such exemptions apply except that in certain political discrimination,unfair labor practices,antikick-back and collusion. 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. 19 Americans with Disabilities Act (ADA) Requirements. If this solicitation These sales or use taxes will not be reimbursed by the State. contemplates the provision of state services to the public,the vendor shall,in addition 11. Prompt Payment.State law and regulations provide that vendors will be paid to any other requirements under Title 11 of the Americans with Disabilities Act within forty-five days after receipt of products or services and a correct notice o f comply with the Title 11 requirements of the Americans with Disabilities Act ct or special conditions of the regarding the accessibility of the State's services and programs, as an explicit amount due,unless otherwise agreed to by contra aid within forty-vive'days is considered requirement. The vendor assures that,if at all times during the performance of any purchase order. A state liability not p lance shall be resulting contract,no qualified individual with a disability shall,by reason of that delinquent and,unless otherwise agreed paid interest fo the unpaid ba disability, 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 program,orr excluded from participation in,activities performed by the vendor for be denied benefits or the benefit of the state. services, as to the agencys obligation to pay all or a portion of the liability. Vendors shall invoice the State separately for interest on delinquent amounts due. The billing shall 20.Insurance.The contractor shall obtain,and maintain at all times during the term of this purchase order,insurance as specified in the solicitation,and shall provide reference the delinquent payment,the number of days interest to be paid and the proof of such coverage. applicable interest rate(Ref.Sec.24-30-202(24),C.R.S.,as amended). 12.Vendor Offset. Pursuant to C.R.S.24-3-202.4(as amended),the state controller 21. Choice of Law.The laws of the State of Colorado, U.S.A., shall govern in may withhold debts owed to state agencies under the vendor offset intercept system connection with the formation, performance and the legal enforcement of this paid balance of purchase order. Further, 24 C.R.S. 101 through 112, as amended, and Rules for;(a)unpaid child support debt or child support arrearages;(b)un tax,accrued interest,or other charges specified in Article 22,Title 39,C.R.S.;m adopted to implement these statutes,govern this procurement. unpaid loans due to the student loan division of the department of higher education;