1997-07-14_GENERAL DOCUMENTS - C1981017 (2)

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PURCHASE ORDER TERMS AND CONDITIONS 1. Offer/Acceptance. If the purchase order refers to yimtr bid,tun the 12. Assignment. Except for assipnmem of antitrust claims and accounts purchase order Is an ACCEPTANCE of your OFFER TO SELL In accordance with racelvabte, neither party to the contract may assign any portion of the the terms and conditions of the IFB/RFP,se stated in your bid. If no bid is agreement without the prior written consent of the other party. Vendor and referenced, the purchase order Is an OFFER TO BUY, subject to your State recognize that in actual economic practice,antitrust violations ultimately acceptance,which can be demonsUsted by your performance of the purchase Impact the purchaser. Therefore,vendor hereby assigns to the State any and order or by a formal acknowledgement. Any COUNTER OFFER TO SELL Is all calms It may now have or hereafter acquire under federal or state antitrust automatically construed so CANCELLATION of the purchase order mess a laws relating to the particular products or services purchased or acquired by the change order is issued accepting a counter offer. State of Colorado pursuant to this purchase order.Assignment of antitrust and 2. Safety Information. All chemcals, equipment and materials proposed accounts receivable may be made only with written notice to the State. and/or used In the performance of this purchase order must conform to the 13. Indemnification. In the went any article sold or delivered under this standards required by the William Steiger Occupational Safety and Health,Act purchase order is covered by any Patent,copyright,trademark or applcation of 1970.Bidders must furnish all Material Safety Data Shocts IMSDSI for any thereof,the vendor will Indemnify and hold hamiess the State of Colorado from regulated chemicals,equipment or hazardous materials at the time of delivery. any and all lots,cost,etpases and legal fees on account of any claims,legal 3. Changes. The vendor agrees to furnish the products and/or services in actions,or judgements on account of manufacture,sale or use of such article strict accordance with the specifications, and at the price act forth for each in violation, infringement or the like of rights under such patent copyright, item. Nothing in the purchase order may be added to,modified,superseded or trademark or application. H this purchase order is for services,to to extent otherwise altered except in writing signed by on authorized representative of authorized by law the contractor shell indemnify,save ad hold harmless the the state agency purchasing office and acknowledged by lite vendor. Each State,its employees ad agents,against any end all claims,damages,liability shipment received or service performed shall be orgy upon the terms contained and court awards including costs,expenses,and attorney fees Incurred as a in the purchase order,notwithstanding any terms that may be contained in any result of any act or omission by the vendor or its employees, agents, invoke or other act of vendor other than acknowledgement of a written charge subcontractors or assignors pursuant to the terms of this purchase order. order to the purchase order. 14.Independent Contractor.THE CONTRACTOR/VENDOR SHALL PERFORM 4.Delivery.In its acceptance of any quotation offer,the state agency is relying ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS on the promised delivery date,installation,or service performance as material AN EMPLOYEE.NEITHER THE CONTRACTOR(VENDOR NOR ANY AGENT OR and basic to its acceptance. In the event of vendor's failure to deliver or EMPLOYEE OF THE CONTRACTOR/VENDOR SHALL BE OR SHALL BE DEEMED perform as and when promised,the state agency reserves the right to cancel TO BE AN AGENT OR EMPLOYEE OF THE STATE.CONTRACTORIVENDOR its order,or any part thereof,without prejudice to its otter rights,and vendor SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME agrees that the state agency may return all or part of any shipment so made, TAX WITHHOLDING INCLUDING ALL FEDERAL AND STATE INCOMETAX AND and may charge vendor with any loss or expense sustained ss a result of such LOCAL HEAD TAX ON ANY MONIES PAID PURSUANT TO THIS CONTRACT. failure to deliver or perform as promised. Settlement of p purchase order CONTRACTOR/VENDORACKNOWLFDGESTHATTHECONTRACTOR/VENDOR terminated for eorveriernce of the State not involving delay o{later deliver may AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE be resolved by negotiated agreement. In such ores,every effort will be made BENEFITS UNLESS THE CONTRACTORIVENDOR OR A THIRD PARTY to reach a fair ad prompt settlement with the vendor. PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOROR S.New Products. All products delivered against this purchase order shall be OTHERWISE PROVIDE SUCH COVERAGE. CONTRACTOR(VENDOR SHALL newly manufactured and of the manufacturer's current model,unless otherwise HAVE NO AUTHORIZATION,EXPRESS OR IMPLIED,TO BIND THE STATE TO specified. � 1 ANY AGREEMENTS,LIABILITY,OR UNDERSTANDING EXCEPT AS EXPRESSLY 6.Quality.The State will be the sole judge in determining'equals'with regard SET FORTH HEREIN.CONTRACTOR/VENDOR SHALL PROVIDE,AND KEEP IN to quality,price and performance. FORCE, WORKER'S COMPENSATION (AND SHOW PROOF OF SUCH 7.Warranties. All provisions and remedies of the Uniform Commercial Code INSURANCE) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE relating to both implied and expressed warranties are herewith referred to and AMOUNTS REQUIRED BY LAW,AND SHALL BE SOLELY RESPONSIBLE FOR made a part of these Terms and Conditions and are in addition to my THE ACTS OF CONTRACTOR/VENDOR,ITS EMPLOYEES AND AGENTS. warranties stipulated in the specifications. 16. Communications. All communications, including reports, notices, and 8.Inspection.Receipt of products or services in response to this purchase order advice of any nature,concerning administration of this purchase order,prepared can result in authorized payment on the part of the state agency. Final by vendor for the state agency's use, must be furnished solely to the acceptance is dependent upon completion of all applicable inspection Purchasing Agent within the agency purchasing office procedures. Should the products or services fail to meet any inspection 16.Vendor Forms.In the event bidder's form(s)or parts)of forms are included requirements the State may exercise all of its rights,including those provided as an attachment(s) bidder agrees that in the event of inconsistencies or in the Uniform Commercial Code. contradictions, the terms and conditions of the solicitation document shall 9.Cash Discount The cash discount period will start from late of receipt of supersede and control over those contained in the bidder's forms)regardless acceptable invoice,or from date of receipt of acceptable products/services at of any statement to the contrary in a bidder form is). the specified destination by an authorized agency representative,whichever is 17.Compliance with Laws.Bidder agrees to comply with all applicable federal later. and state laws,regulations,and policies,as amended,including those regarding 10.Taxes.The state agency,as purchaser,is exempt from all federal excise discrimination,unfair labor practices,anti-luckback and collusion, taxes under Chapter 32 of the Internal Revenue Code[No.84-730123K)and 18,Americans with Disabilities Act(ADA)Requirements. if this solicitation from all state and local government use taxes[C-R-S.39.26I414(s)and 203, conternplates the provision of state services to the public,the vendor shall,in as amended 1.Tax exempt numbers for the specific state agency may be found addition to any otter requirements under Title III of the Americans with elsewhere in this document. Vendor is hereby notified that when materials we Disabilities Act,comply with the Title II requirements of the Americans with purchased for the benefit of the State,such exemptions apply except that in Disabilities Act regarding the accessibility of the State's serve and programs certain political subdivisions (for example,city of Denver)the vendor may be es an explicit requirement.The vendor assures that,at all times during the required to pay sales or use taxes even though the ultimate product or service performance of any resulting contract, no qualified individual with a disability is provided to the State. These sales or we taxes will not be reimbursed by the shall, by reason of that disability, be excluded from participation in, or be State. denied benefits of services,programs,or activities performed by the vendor to 11.Prompt Payment.State law and regulations provide that vendors will be the benefit of the State. pad within forty-five days after receipt of products or services and a correct 19.Insurance.The contractor shall obtain,and maintain at all times during the notice of amount dux, unless otherwise agreed to by contract or special term of this purchase order,insurance as specified in the solicitation,and shall conditions of the purchase order.A State liability not paid within forty-five days provide proof of such coverage. is corondered eldinquent, and, unless otherwise agreed t interest on the 20. Venue. The laws of the State of Colorado, U.S.A. shall govern in unpaid balance shall be paid beginning with the forty-sixth day at the rate of connection with the formation,performance and the legal enforcement of this one percent per month on the unpaid balance until paid in full.A liability shall purchase order. Further,24 C.R.S.101 through 112,as amended,and Rules not arise if a good faith dispute exists as to the agency's obligation to pay all adopted to implement these statutes,govern this procurement or a portion of to liability. Vendors shall invoice the Stale separately for interest on delinquent amounts dux. The billing shall reference the delingt Payment,the number of days interest to be paid and the app!, a.V,nntcrc^: _ (Ref Sec 24-20-202(24)C.R.S.as amended.