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PURCHASE ORDER TERMS AND CONDITIONS
<br /> (d)owed amounts required to be paid to the unemployment compensation tuna;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 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 by the controller.
<br /> purchase order is an OFFER TO BUY,subject to your acceptance,which can be
<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 neither party to the contract may assign any portion of the agreement without the
<br /> CANCELLATION of the purchase order unless a change order is issued accepting 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 stnct 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 indemnify and hold harmless the State of Colorado from any and II loss,
<br /> in the purchase order may be 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 signed by an authorized representative of the state agency on 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 in the purchase order, order is for services,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 service performance as material and basic
<br /> to its acceptance. In the event of vendor's failure to deliver or perform as and when 15.Independent Contractor.THE CONTRACTOR/VENDOR 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 CONTRACTOR/VENDOR 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 CONTRACTOR/VENDOR 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 CONTRACTORIVENDOR SHALL PAY WHEN DUE -*LL 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. CONTRACTOR/VENDOR
<br /> ACKNOWLEDGES THAT THE CONTRACTOR/VENDOR AND ITS EMPLOYEES
<br /> 5. New Products. All products delivered against this purchase order shall be newly ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS
<br /> manufactured and of the manufacturer's current model,unless otherwise specified. THE CONTRACTOR/VENDOR ARE NOT ENTITLED TO UNEMPLOYMENT
<br /> INSURANCE BENEFITS UNLESS THE CONTRACTOR/VENDOR 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 /> SHALL HAVE NO AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE
<br /> 7.Warranties. All provisions and remedies of the Uniform Commercial Code relating STATE TO ANY AGREEMENTS,LIABILITY,OR UNDERSTANDING EXCEPT AS
<br /> to both implied and expressed warranties are herewith referred to and made a part EXPRESSLY SET FORTH HEREIN,CONTRACTOR/VENDOR 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 AMOUNT REQUIRED BY LAW,AND SHALL BE SOLELY RESPONSIBLE
<br /> 8.Inspection. Receipt of products or services in response to this purchase order FOR THE ACTS OF CONTRACTORIVENDOR,ITS EMPLOYEES,AND AGENTS.
<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.Communications.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 /> agency purchasing office.
<br /> 9. Cash Discount. The cash discount period will start from date of receipt of
<br /> acceptable invoice,or from date of receipt of acceptable products/services 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 terns 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 bidder's 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
<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 laws, regulations and policies, 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 seances to the public,the vendor shall,in addition
<br /> to any other requirements under Title 11 of the Americans with Disabilities Act
<br /> 11. Prompt Payment.State law and regulations provide that vendors will be paid comply with the Title 11 requirements of the Americans with Disabilities Act
<br /> within forty-five days after receipt of products or services and a correct notice o f regarding the accessibility of the State's services and programs, as an explicit
<br /> amount due,unless otherwise agreed to by contract or special conditions of the requirement. The vendor assures that,if at all times during the performance of any
<br /> purchase order. A state liability not paid within forty-vive days is considered resulting contract,no qualified individual with a disability shall,by reason of that
<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 anse 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.Venue.The laws of the State of Colorado,U.S.A.,shall govern in connection with
<br /> 12.Vendor Offset Pursuant to C.R.S.24-3-202.4(as amended),the state controller the formation, performance and the legal enforcement of this purchase order.
<br /> may withhold debts owed to state agencies under the vendor offset intercept system Further,24 C.R.S.101 through 112,as amended,and Rules adopted to implement
<br /> for.(a)unpaid child support debt or child support arrearages;(b)unpaid balance of these statutes,govern this procurement.
<br /> tax,accrued interest,or other charges specified in Article 22,Title 39,C.R.S.;m
<br /> unpaid loans due to the student loan division of the department of higher education; M:\imp\yjb\bidforms\po con
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