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PURCHASE ORDER TERMS AND CONDITIONS
<br /> 1. Offer/Acceptance. If the purchase order refers to your bid,then 9. Cash Discount. The cash discount period will start from date of
<br /> the purchase order is an ACCEPTANCE of your OFFER TO SELL in receipt of acceptable invoice, or from date of receipt of acceptable
<br /> accordance with the terms and conditions of the IFB/RFP,as stated in products/services at the specified destination by an authorized agency
<br /> your bid. If no bid is referenced,the purchase order is an OFFER TO representative,whichever is later.
<br /> BUY,subject to your acceptance,which can be demonstrated by your
<br /> performance of the purchase order or by a formal acknowledgment. 10.Taxes.The state agency, as purchaser,is exempt from all federal
<br /> Any COUNTER-OFFER TO SELL is automatically construed as excise taxes under Chapter 32 of the Internal Revenue Code(No.84-
<br /> CANCELLATION of the purchase order unless a change order is 730123K)and from all state and local government use taxes(C.R.S.
<br /> issued accepting a counter offer. 239-26-114(a)and 203, as amended). Tax exempt numbers for the
<br /> specific state agency may be found elsewhere in this document.
<br /> 2. Safety Information. All chemicals, equipment and materials Vendor is hereby notified that when materials are purchased for the
<br /> proposed and/or used in the performance of this purchase order must benefit of the State, such exemptions apply except that in certain
<br /> conform to the standards required by the William-Steiger Occupational political subdivisions(for example-City of Denver)the vendor may be
<br /> Safety and Health Act of 1970. Bidders must furnish all Material Safety required to pay sales or use taxes even though the ultimate product or
<br /> Data Sheets (MSDS) for any regulated chemicals, equipment or service is provided to the State. These sales or use taxes will not be
<br /> hazardous materials at the time of delivery. reimbursed by the State.
<br /> 3. Changes. The vendor agrees to furnish the products and/or 11. Prompt Payment.State law and regulations provide that vendors
<br /> services in strict accordance with the specifications,and at the price set will be paid within forty-five days after receipt of products or services
<br /> forth for each item. Nothing in the purchase order may be added to, and a correct notice o f amount due, unless otherwise agreed to by
<br /> modified,superseded or otherwise altered except in writing signed by contract or special conditions of the purchase order. A state liability not
<br /> an authorized representative of the state agency purchasing office and paid within forty-vive days is considered delinquent and, unless
<br /> acknowledged by the vendor. Each shipment received or service otherwise agreed to, interest on the unpaid balance shall be paid
<br /> performed shall be only upon the terms contained in the purchase beginning with the forty-sixth day at the rate of one percent per month
<br /> order, notwithstanding any terms that may be contained in any invoice on the unpaid balance until paid in full. A liability shall not arise if a
<br /> or other act of vendor other than acknowledgment of a written change good faith dispute exists as to the agency's obligation to pay all or a
<br /> order to the purchase order. portion of the liability. Vendors shall invoice the State separately for
<br /> interest on delinquent amounts due. The billing shall reference the
<br /> 4. Delivery. In its acceptance of any quotation offer,the state agency delinquent payment, the number of days interest to be paid and the
<br /> is relying on the promised delivery date, installation, or service applicable interest rate (Ref. Sec. 24-30-202(24), C.R.S., as
<br /> performance as material and basic to its acceptance. In the event of amended).
<br /> vendor's failure to deliver or perform as and when promised,the state
<br /> agency reserves the right to cancel its order, or any part thereof, 12.Vendor Offset Pursuant to C.R.S.24-3-202.4(as amended),the
<br /> without prejudice to its other rights, and vendor agrees that the state state controller may withhold debts owed to state agencies under the
<br /> agency may return all or part of any shipment so made, and may vendor offset intercept system for:(a)unpaid child support debt or child
<br /> change vendor with any loss or expense sustained as a result of such support arrearages; (b) unpaid balance of tax, accrued interest, or
<br /> failure to deliver or perform as promised. Settlement of a purchase other charges specified in Article 22, Title 39, C.R.S.;®unpaid loans
<br /> order terminated for convenience of the State not involving delay or due to the student loan division of the department of higher education;
<br /> late delivery may be resolved by negotiated agreement. In such cases, (d) owed amounts required to be paid to the unemployment
<br /> every effort will be made to reach a fair and prompt settlement with the compensation fund; and(e)other unpaid debts owing to the state or
<br /> vendor. any agency thereof, the amount of which is found to be owing as a
<br /> result of final agency determination or reduced to judgment as certified
<br /> 5. New Products. All products delivered against this purchase order by the controller.
<br /> shall be newly manufactured and of the manufacturer's current model,
<br /> unless otherwise specified. 13. Assignment. Except for assignment of antitrust claims and
<br /> accounts receivable, neither party to the contract may assign any
<br /> 6.duality.The State will be the sole judge in determining"equals"with portion of the agreement without the prior written consent of the other
<br /> regard to quality, price and performance. party. Vendor and State recognize that in actual economic practice,
<br /> antitrust violations ultimately impact the purchaser.Therefore,vendor
<br /> 7.Warranties. All provisions and remedies of the Uniform Commercial hereby assigns to the State any and all claims it may now have or
<br /> Code relating to both implied and expressed warranties are herewith hereafter acquire under federal or state antitrust laws relating to the
<br /> referred to and made a part of these Terms and Conditions and are in particular products or services purchased or acquired by the State of
<br /> addition to any warranties stipulated in the specifications. Colorado pursuant to this purchase order.Assignment of anti-trust and
<br /> accounts receivable may be made only with written notice to the State.
<br /> 8. Inspection. Receipt of products or services in response to this
<br /> purchase order can result in authorized payment on the part of the
<br /> state agency. Final acceptance is dependent upon completion of all
<br /> applicable inspection procedures. Should the products or services fail
<br /> to meet any inspection requirements the State may exercise all of its
<br /> rights,including those provided in the Uniform Commercial Code.
<br /> 14. Indemnification. In the event any article sold or delivered expenses and legal fees on account of any claims, legal
<br /> under this purchase order is covered by any patent,copyright, actions,or judgements on account of manufacture,sale or use
<br /> trademark,or application thereof,the vendor will indemnify and of such article in violation, infringement or the like of rights
<br /> hold harmless the State of Colorado from any and II loss, cost, under such patent, copyright,trademark or application. If this
<br /> purchase order is for services,to the extent authorized by law,
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