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PURCHASE ORDER TERMS AND CONDITIONS
<br /> d owed amounts required to be paid to the unemployment compensation fund;and
<br /> 1. Offer/Acceptance. If the purchase order refers to your bid,then the purchase (e)other unpaid debts owing to the state or any agency thereof,the amount of which
<br /> order is an ACCEPTANCE of your OFFER TO SELL in accordance with the terms s found to be owing as a result of final agency determination or reduced to judgment
<br /> and conditions of the IFB/RFP,as stated in your bid. If no bid is referenced,
<br /> which can the i s certified by the controller.
<br /> purchase order is an OFFER TO BUY,subject to yourP "
<br /> demonstrated by your performance of the purchase order or by a formal_ 13 Assignment. Except for assignment of antitrust claims and accounts receivable,
<br /> acknowledgment. Any COUNTER-OFFER TO SELL is automatically construed as CANCELLATION of the purchase order unless a change order is issued accepting neither a to the contract may assign any portion of the agreement without the
<br /> prior written consent of the other party. Vendor and State recognize that in actual
<br /> a counter offer. economic practice,antitrust violations ultimately impact the purchaser.Therefore,
<br /> vendor hereby assigns to the State any and all claims it may now have or hereafter
<br /> 2. Safety Information.All chemicals,equipment and materials proposed and/or acquire under federal or state antitrust laws relating to the particular products or
<br /> used in the performance of this purchase order must conform to the standards services purchased or acquired by the State of Colorado pursuant to this purchase
<br /> required by the William-Steiger Occupational Safety and Health Act of 1970. Bidders order.Assignment of anti-trust and accounts receivable may be made only with
<br /> must furnish all Material Safety Data Sheets(MSDS)for any regulated chemicals, written notice to the State.
<br /> equipment or hazardous materials at the time of delivery.
<br /> 14.Indemnification. In the event any article sold or delivered under this purchase
<br /> 3. Changes.The vendor agrees to furnish the products and/or services in strict order is covered by any patent, copyright, trademark, or application thereof, the
<br /> accordance with the specifications,and at the price set forth for each item. Nothing vendor will indemnity and hold harmless the State of Colorado from any and it loss,
<br /> in the purchase order may be added to,modified,superseded or otherwise altered cost,a enses and legal fees on account of any claims,legal actions,or judgements
<br /> except in writing signed by an authorized representative of the state agency co account of manufacture,sale or use of such article in violation,infringement or the
<br /> purchasing office and acknowledged by the vendor. Each shipment received or like of rights under such patent,copyright,trademark or application.If this purchase
<br /> service performed shall be only upon the terms contained a the purchase order, order is forservices,to the extent authorized by law,the contractor shall indemnify
<br /> notwithstanding any terms that may be contained in any invoice or other act of vendor save,and hold harmless the State,its employees and agents,against any and all
<br /> other than acknowledgment of a written change order to the purchase order. claims,damages,liability and court awards including costs,expenses and attorney
<br /> fees incurred as a result of any act or omission by the vendor,or its employees,
<br /> 4. Delivery.in its acceptance of any quotation offer,the state agency is relying on agents,subcontractors or assignees pursuant to the terms of this purchase order.
<br /> the promised delivery date,installation,or servi 9
<br /> ce performance as material and basic
<br /> to its acceptance. In the event of vendors failure to deliver or perform as and when promised,the state agency reserves the right to cancel its order,or any part thereof, 15.independent Contractor.THE CONTRACTORNENDOR SHALL PERFORM
<br /> ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS
<br /> without prejudice to its other rights,and vendor agrees that the state agency may AN EMPLOYEE,NEITHER THE CONTRACTORNENDOR OR ANY AGENT OR
<br /> return all or part of any shipment so made,and may change vendor with any loss or EMPLOYEE OF THE CONTRACTORNENDOR SHALL BE OR SHALL BE
<br /> expense sustained as a result of such failure to deliver or perform as promised. DEEMED TO BE AN AGENT OR EMPLOYEE OF THE STATE.
<br /> Settlement of a purchase order terminated for convenience of the State not CONTRACTORNENDOR SHALL PAY WHEN DUE ALL REQUIRED
<br /> involving delay or late delivery may be resolved by negotiated agreement.In such EMPLOYMENT TAXES AND INCOME TAX WITHHOLDING INCLUDING ALL
<br /> 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
<br /> vendor. PAID PURSUANT TO THIS CONTRACT. CONTRACTORNENDOR
<br /> 5. New Products. All products delivered against this purchase order shall be newly ACKNOWLEDGES THAT THE CONTRACTOR1VENDOR INSURANCE BENEFITS UNLESS
<br /> AND ITS EMPLOYEES
<br /> ARE NOT ENTITLED TO UNEMPLOYMENT INSURAN
<br /> manufactured and of the manufacturer's current model,unless otherwise specified. THE CONTRACTORNENDOR ARE NOT ENTITLED TO UNEMPLOYMENT
<br /> INSURANCE BENEFITS UNLESS THE CONTRACTORNENDOR OR A THIRD
<br /> 6.Quality.The State will be the sole judge in determining"equals"with regard to PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY
<br /> quality, price and performance. FOR OR OTHERWISE PROVIDE SUCH COVERAGE.CONTRACTORNENDOR
<br /> 7.Warranties. All provisions and remedies of the Uniform Commercial Code relating SHALL HAVE NO AUTHORIZATION EXPRESS OR IMPLIED BIND THE
<br /> STATE TO ANY AGREEMENTS,LIABILITY,OR UNDERSTANDING
<br /> EXCEPT AS
<br /> to both implied and expressed warranties are herewith referred to and made a part EXPRESSLY SET FORTH HEREIN,CONTRACTORNENDOR SHALL PROVIDE
<br /> of these Terms and Conditions and are in addition to any warranties stipulated in the AND KEEP IN FORCE,WORKERS'COMPENSATION(AND SHOW PROOF OF
<br /> specifications. SUCH INSURANCE)AND UNEMPLOYMENT COMPENSATION INSURANCE IN
<br /> THE AMOUNTFOR THE ACTS OFQCONTRAC CONTRACTOR/VENDOR,ITS EMPLOYEES UIRED BY LAW,AND SHALL BE SOLELY RAND AGENTS.
<br /> ESPONSIBLE
<br /> 6.Inspection. Receipt of products or services h response n this Final
<br /> acceptance
<br /> purchase order
<br /> can result in authorized payment on the part of the state agency.Final acceptance
<br /> is dependent upon completion of all applicable inspection procedures.Should the 16.CommunicaUons.All communications,including reports,notices,and advice of
<br /> 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
<br /> 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
<br /> 9. Cash Discount. The cash discount period will start from date of receipt of agency purchasing office:
<br /> acceptable invoice,or from date of receipt of acceptable productstservices at the 17.Vendor Forms.In the event bidder's form(s)or part(s)of forms are included as
<br /> specified destination by an authorized agency representative,whichever is later. an attachment(s),bidder agrees that in the event of inconsistencies or contradictions
<br /> the terms and conditions of the solicitation document shall supersede and control
<br /> 10.Taxes.The state agency,as purchaser,is exempt from all federal excise taxes over those contained in the bidders form(s) regardless of any statement to the
<br /> under Chapter 32 of the Internal Revenue Code(No.84 730123K)and from all state contrary in a bidder form(s).
<br /> and local government use taxes(C.R.S.239-26-114(a)and 203,as amended). Tax exempt numbers for the specific state agency may be found elsewhere in this 18 Compliance With Laws. Bidder agrees to comply with all applicable federal and
<br /> document. Vendor is hereby notified that when materials are purchased for the state laws, regulations and policies, as amended, including those regarding
<br /> benefit of the State, such exemptions apply except that in certain political
<br /> discrimination,unfair labor practices,antikick-back and collusion.
<br /> subdivisions(for example-City of Denver)the vendor may be required to pay sales
<br /> 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
<br /> 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
<br /> 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
<br /> comply with the Title 11 requirements of the Americans with Disabilities Act
<br /> regarding the accessibility of the State's services and programs, as an explicit
<br /> within forty-five days after receipt of products or services and a correct notice o f P Y
<br /> requirement. The vendor assures that,if at all times during the performance of any
<br /> amount due,unless otherwise agreed to by contract or special conditions of the 9
<br /> resulting contract,no qualified individual with a disability shall,by reason of that
<br /> purchase order. A state liability not paid within forty-vive days is considered q
<br /> delinquent and,unless otherwise agreed to,interest on the unpaid balance shall be disability,be excluded from participation in, or be denied benefits of, services,
<br /> paid beginning with the forty-sixth day at the rate of one percent per month on the program,or activities performed by the vendor for the benefit of the state.
<br /> unpaid balance until paid in full. A liability shall not arise if a good faith dispute exists
<br /> as to the agency's obligation to pay all or a portion of the liability. Vendors shall 20 Insurance.The contractor shall obtain,and maintain at all times during the term
<br /> invoice the State separately for interest on delinquent amounts due. The billing shall of this purchase order,insurance as specified in the solicitation,and shall provide
<br /> reference the delinquent payment,the number of days interest to be paid and the proof of such coverage.
<br /> applicable interest rate(Ref.Sec.24-30.202(24),C.R.S.,as amended).
<br /> 21. Choice of Law.The laws of the State of Colorado, U.S.A., shall govern in
<br /> 12.Vendor Offset. Pursuant to C.R.S.24-3-202.4(as amended),the state controller connection with the formation, performance and the legal enforcement of this
<br /> may withhold debts owed to state agencies under the vendor offset intercept system purchase order. Further, 24 C.R.S. 101 through 112, as amended, and Rules
<br /> for.(a)unpaid child support debt or child support arrearages;(b)unpaid balance of
<br /> a adopted to implement these statutes,govern this procurement.
<br /> tax,accrued interest,or other charges specified in Article 22,Title 39,C.R.S.;
<br /> unpaid loans due to the student loan division of the department of higher eduction;
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