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PURCHASE ORDER TERMS AND CONDITIONS <br /> 1. Offer/Acceptance. if the purchase order refers to your old,then the purchase (e owed other amounts a d debts owing <br /> to g'oe c d to the <br /> agnc unemployment thereof,he amount of whicsation fund; h <br /> order is an ACCEPTANCE of your OFFER TO SELL in accordance with the terms is 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,the as certified b the controller. <br /> purchase order is an OFFER TO BUY,subject to your acceptance,which can be y <br /> demonstrated by your performance of the purchase order or by a formal acknowledgment. Any COUNTER-OFFER TO SELL is automatically construed as 13 Assignment. Except for assignment of antitrust claims and accounts receivable, <br /> CANCELLATION of the purchase order unless a change order is issued accepting neither a to the contract may assign any port of the agreement without the <br /> prior written onsent 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 /> hereas to the <br /> ay now hav or <br /> 2. Safety Information.All chemicals,equipment and materials proposed and/or ac h State <br /> quivend eunder f d stateeral or ate a itru t laws any and I relating to l claims it tihe particular products ftor <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 stint order is covered by any patent, copyright,trademark, or application thereot, the <br /> accordance with the specifications,be iadd and at the puce set forth for each item. Nothing vendor will indemnify and hold harmless the State of Colorado from any and II loss, <br /> ethe purchase order maybe added to,modified,superseded or otherwise altered cost,expenses and legal fees on account of any claims,legal actions,or judgements <br /> except in writing rid acknowledged <br /> by le authorized representative h the state agency <br /> purchasing office and acknowledged by the vendor. Each shipment received or on like of rignt of manufacture,s or use of such article hts under such patent copyright, in violation, <br /> application.infringement or the purchase <br /> service performed shall be only upon the terms contained in the purchase order, 9 <br /> notwithstanding any terms that may be contained in any invoice or other act of vendor save,order l r and hold harmless the State, is employees and agents,agai services,to the extent authorized by law,the contractor nst <br /> stany and all <br /> other than acknowledgment of a written change order to the purchase order. <br /> 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 service performance as material and basic 9 <br /> to its acceptance. In the event of vendors failure to deliver or perform as and when 15.Independent Contractor.THE CONTRACTORIVENDOR SHALL PERFORM <br /> 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 <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 CONTRACTORIVENDOR 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 late delivery may resoled by negotiated agreement.In such EMPLOYMENT TAXES AND INCOME TAX WITHHOLDING INCLUDING ALL <br /> cases, every effort <br /> rrt 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 product delivered against this purchase order shall be newly ACKNOWLEDGES THAT THE CONTRACTORNENDOR AND ITS EMPLOYEES <br /> ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS <br /> manufactured and of the manufacturers 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.CONTRACTORIVENDOR <br /> 7.Warranties. All provisions and remedies of the Uniform Commercial Code relating SHALL HAVE NO AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE <br /> STATE TO ANY AGREEMENTS,LIABILITY,OR UNDERSTANDING EXCEPT AS <br /> to both implied and expressed warranties are herewith referred and made a part EXPRESSLY SET FORTH HEREIN,CONTRACTORNENDOR SHALL PROVIDE <br /> of these Terms and Conditions and are in addition to any warrantieie s stipulated in the AND KEEP IN FORCE,WORKERS'COMPENSATION(AND SHOW PROOF OF <br /> specifications. SUCH INSURANCE)AND UNEMPLOYMENT COMPENSATION INSURANCE IN <br /> THE AMOUNT REQUIRED BY LAW,AND SHALL BE SOLELY RESPONSIBLE <br /> 6.Inspection. Receipt of products or services in response this purchase order FOR THE ACTS OF CONTRACTORNENDOR,ITS EMPLOYEES,AND AGENTS. <br /> can result in authorized payment on the part of the state agenn cy.Final acceptance <br /> is dependent upon completion of all applicable inspection procedures.Should the 16.Communications.All communications,including reports,notices,and advice of <br /> products or services fail to meet any inspection requirement 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 agencys 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 products/services at the 17.Vendor Forms.In the event bidders 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. a.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 /> undeerr Chhapter 32 of the Internal Revenue Code(No.84-730123K)and from all state contra in a bidder form(s). <br /> and local government use taxes(C.R.S.239-26-114(a)and 203,as amended). Tax ry <br /> 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 taws, regulations and polices, as amended, including those regarding <br /> benefit of the State, such exemptions apply except that in certain political 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 /> 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 <br /> amount due,unless otherwise agreed to by contract or special conditions of the regarding the accessibility of the State's services and programs, as an explicit <br /> purchase order. A state liability not paid within forty-vive days is considered requirement. The vendor assures that,if at all times during the performance of any <br /> resulting contract,no qualified individual with a disabolilyshall,by reason of that <br /> delinquent and,unless otherwise agreedto,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 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 exist program, <br /> as to the agencys 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 reference the delinquent payment,the number of days interest to be paid and the o of this f urchase order,insurance as specified in the solicitation,and shall provide <br /> f <br /> applicable interest rate(Ref.Sec.24-30-202(24),C.R.S.,as amended). h o such coverage. <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 adopted to implement these statutes,g0vem 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 education; <br />