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PURCHASE ORDER TERMS AND CONDITIONS
<br />1.OIt4rfAeceptance. if this purchase order CPO') refers to vendor's bid or proposal, this PO is an ACCEPTANCE of vendor's OFFER TO SELL in accordance with the terms
<br />and conditions of the' solicitation' itlenttied n vendor s bid or proposal. Thor solicitation includes an RFP. IFB, or any other forth of order by buyer. M a bid or proposal is not
<br />referenced. this PO is an OFFER TO BUY, subject to vendoYS acceptance, demonstrated by vendor's performance or written acceptance of this P0. Any COUNTER -OFFER
<br />TO SELL automatically CANCELS this PO, unless a charge order is issued by buyer accepting a counteroffer. This PO shall supersede end control over any vendor form(s)
<br />or part(snhereof included in or attached to any bid, proposal, offer, acknowletlgnwnt, or otherwise, in the event of inconsistencies or contradictions, regardless of any
<br />statement o the contrary in such fart -(s) or parts thereof.
<br />2. Safety bhfair.* or. All chemicals, equipment and materiels proposed and/or used in the performance of this PO shall conform to the requirements of the Occupational
<br />Safety and Health Act 41970. Vendor Shall furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous materials at the time of
<br />delivery.
<br />3. Changes. Vendor shall furnish Products and/or services strictly in accordance with the Speaficetions and price set forth for each item. This PO shall not be modified,
<br />superseded or otherwise altered. except in writing signed by purchasing agent and accepted by vendor. Each shipment received or service performed shall campy with the
<br />terms of this PO, notwithstanding invoice terms or ads of vendor to the contrary, unless this PO has been modified, superseded or otherwise altered in accordance with this
<br />section
<br />A Delivery. Unless otherwise specified in the solicitation or this P0, delivery shall be FOB destination. Buyer is relying on the promised delivery date, installation, and/or
<br />service performance set forth in vendor's bid or proposal as material and basic to buysrs acceptance. If vendor fails to deliver or perform as and when promised, buyer. in its
<br />sole discretion. may cancer its order, or any part thered. without prejudice to its other rights, return all or par of any shipment so made, and charge vendor with any loss or
<br />expense sustained as a result of such failure to deliver or perform as promised. Time is of the essence
<br />S. bde leOW Property. Any sCltwars, research, reports, studies, date, photographs, negatives or other documents, drawings or materials (Collectively 'materials") delivered
<br />by vendor in performance of its obligations under this PO Shall be the exclusive property of buyer. Ownership rights shall include, but not be limited to, the right to copy.
<br />publish, display, transfer, prepare derivative works, or otherwise use the materials. Vendor shall comply with all applicable Cyber Security Polides of the State Of Colorado
<br />(thwState'), or buyer, as applicable, and all confidentiality and nondisdosure agreements, Security controls, and reporting requirements.
<br />G. Quality. Buyer shell be the sole judge in determining *equals' with regard to quality, price and performance. All products delivered shall be newly manufactured and the
<br />current nodal, unless otherwise specified.
<br />7. Warran in. All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Tale 4 ('CUCC'), relating to implied and/or express warranties are incorporated
<br />herein, in addition to any wairanties contained in this PO or the specifications.
<br />A bapeetlon and Acceptance. Final acceptance is contingent upon completion of all applicable inspection procedures. if products or services fail to meet any inspection
<br />requirements, buyer may exercise 89 of its rights, including those provided in to CUCC. Buyer shall here the right to inspect services provided under this PO at all reasonable
<br />tirties and places. "Services" as used in this section inckrdes services performed or tangible material produced or delivered in the performance of services. If
<br />any of the Services do not contort- to PO requirements, buyer may require vendor to perform the Services again in conformity with PO requirements, without additional
<br />payment When defects in the quality or quantity of service cannot be aorreoted by re- performance, buyer may (a) require vendor to take necessary action to ensure that future
<br />parorrnarhce conforms to PO requirements and (b) equitably reduce the payment die vendor to reflect the reduced value of the Services performed. These remedies do not
<br />limit the rat, ies otherwise available in this P0, at law, or in equity.
<br />9. Cash Disdourr The casts discount period will start from the later of the data of receipt of acceptable invoice, or from date of receipt of acceptable products/services at the
<br />specified destination by an authorized buyer representative.
<br />10. Taxes. Buyer and the State are exec. from all federal excise faxes under Chapter 32 d the Internal Revenue Code [No. 84- 730123K] and from all State and local
<br />government sales and use taxes [CRS. Tale 39, Article 26, Parts 1 and 11]. Such exemptions apply when materials are purchased for the bereft of State, except that in certain
<br />political subdivisions (e.g.. City of Denver) vendor may be required to pay sales or use taxes even though the ultimate product or Service is provided to buyer. Buyer shall not
<br />reimburse such sales or use taxes.
<br />11. PaynenL Buyer shall pay vendor for all amounts due within 45 days after receipt of products or services and a correct notice of amount due. Interest on the unpaid
<br />balance shall begin to accrue on the 46th day at the rate set forth in CRS §2430.202(24) until paid In full. Interest Shall not accrue it a good faith dispute exists as to buyer's
<br />obligation to pay all or a portion of thb amours due. Vendor shall invoice buyer separately for interest on delinquent amounts due, referencing the delinquent payment, number
<br />ddey's interest to be paid, and applicable interest rate.
<br />12 Vendor Offset. (Not ApialleaaN to irrfsngovwnmeata /POS] Under CRS §2430 -202.4 (3.5), the State Controller may withhold payment under the State's vendor offset
<br />intercept System for debts owed to State agencies for (a) urpeid child support debts or amearages; (b) unpaid balances of tax, accrued interest, or otter charges specified in
<br />CRS §39.21 -101, at seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education, (d) amounts required to be paid to the Unemployment
<br />Compensation Fund; and (a) other unpaid debts owing o the State as a result of final agency determination or judicial action.
<br />13. Assigmment and Successors. Vendor shall not assign rights or delegate duties under this P0, or subcontract any part of the performance required under this P0, without
<br />the express, written consent of buyer. This PO Shall inure to the benefit of and be binding upon vendor and buyer and their respective successors and assigns. Assignment of
<br />accounts receivable may be made only upon written notice furnished to buyer.
<br />14. bdemnMeafbn. If any article sold or delivered under this PO is covered by a patent copyright, trademark, or application therefore, vendor shall indemnity and hold
<br />harmless buyer from any and all Ides, liability. cost expenses and legal fees incurred an account of any claims. legal actions or judgments arising out of manufacture, sale or
<br />use of such article in violation or infringement Of rights under Such patent, copyright, trademark or application. If this PO is for services, vendor shall indemnify, save, and
<br />(old harmless buyer, its employees and agents, against any and all claims, damages, liability and opal awards including costs, expenses, and attorney fees and related
<br />expenses, incurred as a result of any ad or omission by vendor, or its employees, agents, subcontractors or assignees, arising out of or in connection with performance of
<br />services under this P0.
<br />19. Independent Contractor. Vendor shall perform Its dirties hereunder as an independent cw*Wor and not as an employee. Neither vendor nor any agent or employee of
<br />vendor Shall be deemed to be Sri agent or employee Of buyer. Vendor and its employees and agents are not entitled to unemployment insurance or workers compensation
<br />benefits through buyer and buyer shell not pay for or otherwise provide such coverage for vendor or any of its 90" or employees. Unemployment insurance benefit will be
<br />available to vendor and its employees and agents only if coverage is made available by vendor or a third party. Vendor shall pay when due all applicable employment income,
<br />and local lead been incurred pursuant to this PO. Vendor shall not hews authorization, express or implied, to bind buyer to any agreement liability or understanding, except
<br />as expressly set forth herein. Vendor shall (a) provide and keep in force workers' compensation and unemployment compensation Insurance in the amounts required by law.
<br />(b) provide proof Hereof when requested by buyer, and (c) be Solely responsible for its ads and those of its employees and agents.
<br />19. Comnarnication. All communication concerning administration of this PO, prepared by vendor for bLWS use, shall be furnished solely to purchasing agent
<br />17. Compliance. Vendor shall stridy comply with all applicable federal and state Iowa, rules, and regulations in effect or hereafter established, including, without limitation.
<br />laws applicable to discrimination and unfair employment practices.
<br />18. Insurance. Vendor shall obtain, and maintain, at all times dying the term of this PO, insurance as specified in ft solicitation, and provide proof of such coverage as
<br />requested by puacrsairg agent.
<br />it Termination Prlor to Shipment If vendor has not accepted this PO in writing, buyer may cancel this PO by written or oral notice to vendor prior to Shipment of goods or
<br />commencement of services.
<br />20. Termination for Cause. (a) If vendor refines or fails to timely and properly perform any of its obligations under this PO with such diligence as will ensure its completion
<br />within the time specified heroin. buyer may notify vendor in writing of non - performance and, M riot corrected by vendor within the time specified in the notice, terminate vendors
<br />right to proceed with the PO or such pan thereof as to which there has been delay or a failure. Vendor shalt continue performance of this PO to the extent not terminated and
<br />be liable for cross costs incurred by buyer in procuring similar goads or services elsewhere. Payment for completed services performed and accepted Shall be at the price Set
<br />font in this PO. (b) Buyer may withhold amounts due to vendor as buyer deems necessary to reimburse buyer for excess costs ircurred in acing. completing or procuring
<br />similar pooch and services.(c) If after rejection, revocation, or other termination of vendor's right to proceed under the CUCC or this clause, buyer determines for any reason
<br />Mat vendor was not in default or the delay was excusable, the rights and obligations of buyer and vendor shall be the sane as if the notice of termination had been issued
<br />pursuant to termination under 621.
<br />21. Temrnation M Public Interest. Buyer is entering into this PO or the purpose of carrying out the public policy of the State. as determined by its Governor, General
<br />Assembly, and Courts. M this PO oesses to further the public policy of the State, buyer, in is sole discretion, may terminate this PO in whole or in part and such termination
<br />shall not be downed to be a breach of buyers obligations hereunder. This Section Shall not apply to a termination for vendoes breach, which shall be governed by §20. Buyer
<br />shall give written notice of termination to vendor specifying the par of the PO terminated and when termination becomes ~vs. Upon receipt of notice of termination, vendor
<br />shall not incur filler obligations except as necessary to mitigate doss of performance. For services or specially manufactured goods, buyer shall pay (a) reasonable
<br />settlement expenses, (b) the PO price or rate for supplies and Services delivered and accepted, (c) reasonable costs Of performance on unaccepted supplies and Services,
<br />and (d) a reasonable profit for the unaccepted work. For existing goods, buyer shall pay (e) reasonable settlement expenses, (f) the PO pries for goods delivered and
<br />accepted, (g) reasonable costs incurred in preparation for delivery of the undelivered goods, and (h) a reasonable profit for the preparatory work Buyers termination liability
<br />under this section shall rot exceed the total PO price plus a reasonable Cost for Settlement expenses. Vendor Shall submit a termination proposal and reasonable supporting
<br />documentation, and cost and pricing data as required by CRS §24108 -101, upon request or buyer.
<br />22. PO Approval. This PO Shall not be valid unless it is executed by purchasing agent. Buyer shall not be responsible or liable or products or services delivered or performed
<br />prior to proper execution hereof.
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