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Purchase Order Terms and Conditions
<br />L (liflbifAereptanco. If this purchase order (°PCr) re*n to vendors bid or proposal this PO is an
<br />ACCEPTANCE of vendor's OFFER TO SELL in rrcordanoe with de terms end conditions of the
<br />"solkcitarlorr kt ntifiad in vendors bid or proposal. The sNkkatton includes an M IFB, or any other
<br />form of uidic by buyer. Ifs bid or proposal Is not tekreosei this PO is an OFFER TO BUY. subject to
<br />vendors acceptance, demonstrated by vendors performance or written woepmnte of (his P0. Any
<br />COUNTER-OFFER TO SELL automatically CANCELS this PQ unless a change order b issued by
<br />buyer Accepting a counter-offer. This PO shall supersede and control over soy ve ndor form(s) or part( s)
<br />thereof included In or attached to any bid, proposal offer, wAnawkdgmeM or otherwise, in the evens of
<br />incondsewits or contradictions, regardless of any statement to the con" in such form(a) or perm
<br />thwoof. 2. Safety laformntion. All cbmicals. equipment and materials proposed and(w used in the
<br />pertarmao a of this PO shall conform to the requirements of be Occupational Safe ty and Pasha Act of
<br />1970. Vendor shall furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals,
<br />equipment or hhelardoos materials at the time ofdetivery.
<br />3. tamnges. Vendor shall famshpraductsandfor services strictly in accordance with the specifications
<br />and price set bnb for each item This PO shall not be modified superseded orotherwise Altered except in
<br />writing signed by purchasing agent and accepted by vendor. Each sbipme At received or son ice performed
<br />shall comply wish the terms of this P0, notwithstanding invoice terms or aetsohe ndor to the cootrmy,
<br />unless ibb PO his been modifatt superseded at otharwise sherd in Accordance with this section.
<br />4. Delivery. Unless otherwise specifed In tie solicitation or ibis PO, delivery shall be FOB destination.
<br />Buyer Is relying on the promised deltvery date, installation, and'or service performance sat forth to
<br />vendors bid or proposal as material and basic to buyer's acceptance. If vendor falls to deliver or perform
<br />as and when promised buyer, in its sub discretion, many coral its order, or any pan thereon without
<br />prejudice to its other tights, return all or pmt of any ,% meat so made, and charge vendor with any lossot
<br />expense sustained as o result of inch failure to deliver or perform as promised. Tina Is of the essence.
<br />S. twel)"tual Property. Any sofhwno. research reports, studios, data photographs, negatives 01 other
<br />docurmas, drawings or materials (collectively
<br />"maerialary delivered by vendor in performance of lib
<br />obligations under this PO shall be the exclusive property of buyer. Ownership rights shall Include, but at
<br />be limited to the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the
<br />materials. Vendor old comply with all Applicable Cy bar Security Policies of the State of Colorado (Ile
<br />"State"), or buyer. as applicable, and alleonfidontiahly and non-dscbsure
<br />agreements, security controls, and reporting requirements.
<br />6. Quality. Buyer shall be the sole judge in determining'egals-with regard to quality. price and
<br />perfarmanca. AB pmductsdel'tvered stall be newly manufactured and the consent model unless otherwise
<br />specified.
<br />7. Warramies. All provisions and remedies ofd* Colorado Uniform Cbrmnerclal Cohe, CRS, Title d
<br />(-CUCC'), relating to implied ondforexpreaswarraniks am incorporated herela in addition to any
<br />wlrandes contained In this PO or the specifications.
<br />It Imaporafon and Aceepmam Final Acceptance Isconti4pia upon completion of ell Applicable
<br />Inspectloap meadmes. ifproducts orservices fail to not Any inspection mquirtms nls buyer may
<br />exercisa all of hs riphte, including those provided is the CUC'C. Buyer shall boo the right to impact
<br />services provided under this PO at all reasonable tirnea and pieces "ServIces^ as used in this section
<br />Includes services pxrformed or tangible material prodwed or delivered In the performance of uervtoes If
<br />any of the ervkesdo not conform to PO requirements, buyer may mqu hevendor to perform the services
<br />again in conformity with PO regolmmems wkbout WhIoal psyme nt.wlen dpi cm In the quality or
<br />quantity of tervioe cannot be corrected by re-petforrance, buyer may (a) require vendor to We necessary
<br />Action toenawe lust Ibhus performance conforms to POsequlremens and (b)equlurby reduce the
<br />Payment due vendor to mflsct the reduced vane of the A`- performed. Those remedies do not limit
<br />ter mmedka otherwise available in this PO. atlow, or In equhy.
<br />!. Cade Discount The cash discount perbd wID start from the later of the dateof mecrot of acceptable
<br />Invoke, orfromdae ofreceipt of acceptable pmdAchlserviees at tea specified destination by an
<br />authorized pryer representative.
<br />10. Taxm Buyer And the Sine am exempt from all federal excisa taus under Chapter 32 of the Internal
<br />Reveaue Code [No. "730123K] and from nil State and local government oaks and a so twos [CRS, Tile
<br />39. Amtkk 2C Parr I and 111 Such exemptioa apply when materials ate purchased for the berefit of
<br />Seta, except that in certain political subdivisions (e.g, City of Darner) vendor may be required to pay
<br />oaks or ase tees even though the ultimate product or service is provided to buyer. Bayer shall at
<br />reimburse Rich sobs or are taxes
<br />11. payment Buyer shall pay vendor for All emowm due w Whin 45 days alter receipt of products or
<br />serv ices end a correct notice of amount due. Interest on the unpaid balance shall both to accrue on the
<br />461b dny at the ram set forth in CRS ¢2430.202(14) until paid in full Interest shall riot accrue if a good
<br />faith dispu0 exists as to buyer's obligation to pay all or a portion of the amount dm. Vendor shall invoice
<br />buyer separate ly Ent Interest oa dalinquAte amounisdue, refereeing the delinquentpayment, number of
<br />day's interest to be paid, and applicable interest raw.
<br />IL Vendor Off et. [Nat ApplieaNt to later-goviramental P(h) Under CRS §24-30.202 4 (2 5), me
<br />State Controller may whhhold pay mein under the State's vendor offset intercept system for debts owed to
<br />State agencies for: ia) unpaid child support dabb or armaragew (b) unpaid baleaesof tax, accrued
<br />Interest, or other charges specified in CRS §39.21-101, At sect; Ic) unpaid loam due to the Student Loan
<br />Divbbn of the Department of Higher Education; I d) amounts required to be paid to the Unemployment
<br />Compensation Fwd; and (A) other unpaid de bts awing to the State as a result of final agency
<br />data rmfnatbn or judicial Acton.
<br />13. Assipsi ment and Sveresaom Vendor shall not assign rights oi dale gam duties under this PD, or
<br />AnbcoouAcl any part of the performance required under Ibis PO, without He express written consent of
<br />buyer. This PO shall inure to the be afltof and be binding upon vendor and buyer and their respective
<br />successors and msigm Assignment of Accounts receivable may be made only upon written notice
<br />fomishad to buyer.
<br />14. Indemnification. If any article soli or delivered under this PO is coveted by a patent, copyright.
<br />trademark or application themefue, vendor shall indemnify and hold harmless pryer from any and all
<br />loss, liability, cost expenses and kgni fees incurred on Account of any claims, bgal scions or judgments
<br />arlsbag out of msafaeture, rube or use of inch article In violation to inkingemaAt of rights under such
<br />patent copyright trademark w appliatloa If this PO is for services, vendor shall indemniy, save, and
<br />hold harmless buyer, 8sempbyees and agents, Against any and all claims, damages hishility and court
<br />awards including costs expenses and attorney fee s and raised expe nses incurred m a insult of any act or
<br />omission by vendor, or ins employees agents subcontractors or asigrees, arising out ofor in connection
<br />w th perforrnmce of sery ices under this P0.
<br />Issued by the Office of the Sete Controller
<br />Rob 2.2
<br />15. Independent Contractor. Vendor shall perform itadudes hereunder as an independent contractor and
<br />not as anempbyee. Naitherveldor oar any War %employee of andw shall be deemed to be an agent
<br />m employee of buyer. Vendor and its employees and agents are note mitled to unemployment insurance
<br />or waders compensation benefits through buyer and buyer shall not pay for or otherwise provide such
<br />coverage for vendor or any of its agents orenployeee UnemploynYOt insurance bemfrrowill be available
<br />to vendor and its employees and agents only If coverage is made available by vendor or a thud parry.
<br />Vendor shall pay when due all applicable employ morn. income, and local bead taxes incurred pursuant to
<br />this PO. Vendor shall not have Authoritarian. express or Implied, to brad buyer to any agreement Liability
<br />a understanding. except es expressly
<br />set forth bamIn. Vendor shall la) provide and beep in force workers' compensation and unemployment
<br />compensation Insurance In the amours required by law, l b) prow W proof themofw ban requested by
<br />buyer and to be solely responsible for its Acts and those of itsempbyees and agents.
<br />la, Communication. All communication concerning administration of this K prepared by vendor for
<br />buyers um. shell be furnished soby repurchasing agent.
<br />R. Complinnre. Vendor shag strictly comply with all appliaebb federal and Onto laws. rules and
<br />sign it(ome in effect or hereafter established, including, without limitation. laws applicable to
<br />discrimination and unfairempbyme At practices.
<br />lR Imaurance. Vendor shall obtain and maintain, at all Unms durng the erns of this PO, insaraoce as
<br />specified In the solichnikn, and provide proof of such coverage a requested by puchasing agent
<br />19. Termination Mr to Shipment Irvendor has not Aceped this PO In writing buyer may cancel ibis
<br />PO by written or oral notice to vendor prior to shipment of goods or conmseaament of services.
<br />2(k'Ibrminntion for Camse. IA) Ifvendor refuses or falls to timely and properly perform any of Us
<br />obligations under this POwitb such dUiganot as wills nsum its concept" bawthin the time specified
<br />bemlq pryer may notify vendor In writing of non-perfwmsoat and, if not corrected by vendor within the
<br />time specified in the notice, term inate vendors right to proceed wJib the PO or such part thereof as to
<br />which these has been delay or a fallum. Vendor all continue performance of this PO to " extent not
<br />terminated and be liable for excess casts incurred by buyer to procuring similar pods cc services
<br />elsewhere. Payment for completed services performed and accepted shall be at the price set firth In this
<br />PO. ( b) Boyer may whhbold amounts due to vendor as buyer deems Does Asary to reimburse buyer for
<br />excess costs incurred in caring, completing or praying similes goads and servkesAe) If aller rejec tin n.
<br />revocation, or other termination of vendors right to proceed under the CUCC or this clause, buyer
<br />determines for any reason that vendor was not in default or die delay was excusable, the rights and
<br />obligations of pryer and ve odor shall be the same as if the notice a termination had been issued pursuant
<br />to termination under §21.
<br />ti. TJtrminntion in Public Interest. Buyer is entering into this PO for the purpose ofcanying out the
<br />public polcyy of the State, As determined by its Governor, Oeneral Aseembly, and Cams, If this PO
<br />ceases to further the public policy of the State, buyK in its sob discretion. may terminate this PO to
<br />whole or In part and such termination shall not be deemed to be a breach of buyera obligations hereunder.
<br />This section shall not apply to a termination far vendor's bmwtxwhldb shell be governed by ;20. Buyer
<br />shall give written notion of termination to verdar specifying the put of the PO termfabd and when
<br />termination bexwses effective. Upon mecelpt of notice of termination, vendor tall not Incur further
<br />obligations except is necessary to mitigate costs of pertormanee. Pot services or apeoslly manufactured
<br />goods buyer shall pay (u) masons We settlement oxpeoses, (b) the PO price or rate for supplies and
<br />services delivered And Accepted, (c) masanable costs ofperforaance on aacapted supplies end services,
<br />sod (6) a reasonable profit for the unaccepted work. for existing goods. buyer shall pay (e) masonable
<br />satttawal expenses (6 the PO price for goods delivered and accepted mid reasonable costs incurred in
<br />prepmrdion for delivery of the undelivesed goods, and (b) a reafoable profit for the Jimparsmrywark
<br />Buyers bustinathn liability under this action shall not exceed the total PO prim plus a masonable cost
<br />for ottkmnem expenses. Vendor shell submit a termination proposal and reasonable supporting
<br />documentation. and cost anal pricing date a mqu Laid by CRS §24-106.101, upon request of buyer.
<br />22. PO Approval This PO shell not be valid aniess It is ex soled by purchasing agent. Buyer shall at be
<br />responsible or liable for products or serv ices delivered or performed prior to proper exacution bamof
<br />2d Fnnd Avidmbility. Financial obligations of buyer payable after the Current fiscal year are contingent
<br />upon funds for that purpose being appropriated, budge led and otherwise made avetbbk. If this PO is
<br />funded in whab or in part with faderal fonds, this PO is subject to aced contingent upon the continoing
<br />avatiabdity of federal funds for the purposes lower. Buyer represents that it has set aside sufficient funds
<br />to make payment for goads delivered in a singk installme nG in accordance w itb tie ermm of ibis PO.
<br />24. Choice of Low. State haws, rules and regulations shall be applied in the interpretation, execution, and
<br />enfaroaruem of this PO. The CU CC shall govern this PO in tie case ofgoods unless otherwise agreed in
<br />this PO.Aoy provision included or incorporated herein by reference which conflicts with such laws nrba,
<br />and segulatbm is null and void. Any provision incorporated herein by refewnot which puEPccts to negate
<br />this or any other provsbn to this PO In whole or in pan shall not be valid or enfaceabb or Available to
<br />any action at to, whether by way ofoo phliat, defense, orotherwise. Unless oterwiso specified in de
<br />solicitation or this PO, venue for any judicia l or administrative ad Jon arising out of or in connection with
<br />thb PO shall bo in Deaver, Cokuado. Vendor shall exhaustaiminsuatiw remedies in CR9 §2410 ICE,
<br />prior to commencing any judicial action against buyer.
<br />26. Public Contracts for Service.. [.NolAppleahreto gyer, iaunuce, a sure gfsecori4es, invest ens
<br />urnvsery ser,ireq Ju d anagernem senices; spansoradrra)'ects, irtergowernmenenl POs, or
<br />enformaripn techaclTy stnica w products aadserreces] Vendor certifies, warrants, and agrees that it
<br />does at knowingly employ or contract with an ibW alien who will pemliwmwork under this PO and
<br />will confirm the empbyme at eligibility Drollempbyesswho me newly hired foremployment in the
<br />United States to Derform work under this PQ through particlpetion in the E-Verify Program or the
<br />Depart eat ptognamestablished pursuant to CRS ¢8-17.5-102(5)(ck Vendor shall cot knowingly em pby
<br />or contract with an Rkgal alien to perform work under this PO or enter Lobo a contract ter PO with a
<br />subcontractor that fails to certify to vendor that the subcontractor shall at knowingly employ or contract
<br />with an illegal alien to perform work miler this PO. Vendor shall (a) at use &Verffy Program or
<br />Depmrune at Program procedures to undertake pre-empbymoont score Ding of job Applicants during
<br />performance of this PO. (b) notify subcontractor and buyer within three days ifvendor his actual
<br />know bdge that sobconha`tor is employ log, or contracting with AD 9legal alien far week ender this PO, 4c)
<br />termiate the subcontract if subconawbor does not stop employing or oontrscturg with gas illegal Allen
<br />within thme days ofreceiviAS Doti?, and 4d) comply with reasonable requests made in the course of an
<br />investigation, unlertoken pormant to CRS §b173- 102(5), by the Colorado Dopanmentof Labor and
<br />Employment lfvendor participates In the Department program, vendor shall dellver to tie buyer a
<br />writes notarked affirmation that vendor has ex stained ft legal work suitss ofsoch employee, and shall
<br />comply with ell of the other wquler a ms of the Department program. If vendor fails to comply with any
<br />mqu hement of this provision or CRS g8.17.5-101 et set(, buyer may erm atte this PO for breach and, if
<br />so laminated vendor shall be liable for damages.
<br />2e. PahLic Contrwetswhh Notlmn0llrsons. Vendor, if a neauelpoerrome glteen (l8) yeas ofag or
<br />older, hereby swears and affirms under pealty of perjury that he or shei n) is a ck¢en or otherwise
<br />lawfully present In the United States pursuant to federal law, (b) shallcomply with the provisions of CRS
<br />§21.7&5_101 At seq., and 4t7 bat produced a form of identifcation required by CRS $24-76..S-103 prior to
<br />the data vendor deliver goods or begins performing services under term ; of de PO.
<br />Date Issued: 7/04
<br />Dote Pzvised: It IM
<br />As of 01/08/09
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