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1. Offer/Acceptance. If this purchase order refers to your bid or proposal,then this purchase order is an
<br /> ACCEPTANCE of your OFFER TO SELL in accordance with the terms and conditions of the IFB/RFP,as stated in
<br /> your bid. If no bid or proposal is referenced,the purchase order is an OF] ER TO BUY, subject to your acceptance,
<br /> which must be demonstrated by either your performance of the purchase order or by a formal acknowledgment in
<br /> writing. Any COUNTER-OFFER TO SELL is automatically construed as a CANCELLATION of this purchase
<br /> order unless a change order is issued accepting a counter-offer. In the event vendor form(s)or part(s)of forms are
<br /> included in, or as an attachment to. any bid.proposal, offer, acknow ledgment, or otherwise,vendor agrees that, in
<br /> the event of inconsistencies or contradictions,the terms and conditions of the solicitation document and this
<br /> purchase order shall supersede and control over those contained in the vendor's form(s)regardless of any statement
<br /> to the contrary in a vendor form(s). Unless the purchasing agent specifically agrees in writing through overt
<br /> reference or other express written indication of assent,terms and conditions on vendor forms regarding choice of
<br /> law,venue,warranty disclaimer or exclusion, indemnification or limitation of liability shall be of no effect.
<br /> 2.Safety Information.All chemicals, equipment and materials proposed and/or used in the performance of this
<br /> purchase order must conform to the standards required by the William-Steiger Occupational Safety and Health Act
<br /> of 1970. Bidders must furnish all Material Safery Data Sheets(MSDS)for any regulated chemicals,equipment or
<br /> hazardous materials at the time of deliverv.
<br /> 3. Changes.The vendor agrees to furnish the products and/or services in strict accordance with the specifications,
<br /> and at the price set forth for each item.Nothing in the purchase order may be added to,modified, superseded or
<br /> otherwise altered except in writing signed by an authorized representative of the state agency purchasing office and
<br /> acknowledged by the vendor. Each shipment received or service performed shall be only upon the terms contained
<br /> in the purchase order,notwithstanding any terms that may be contained in any'invoice or other act of vendor other
<br /> than acknowledgment of a written change order to the purchase order.
<br /> 4. Delivery.Unless otherwise specified, in the solicitation or in this order,delivery shall be F.O.B. destination. In its
<br /> acceptance of any quotation offer,the state agency is relying on the promised delivery date, installation,or service
<br /> performance as material and basic to its acceptance.In the event of vendor's failure to deliver or perform as and
<br /> when promised,the state agency reserves the right to cancel its order,or any part thereof,without prejudice to its
<br /> other rights,and vendor agrees that the state agency may return all or part of any shipment so made,and may charge
<br /> vendor with any loss or expense sustained as a result of such failure to deliver or perform as promised.Time is of
<br /> the essence.
<br /> 5. Rights In Data,Documents,and Computer Software or Other Intellectual Property(State Ownership).
<br /> Unless otherwise agreed in writing, any software,research,reports,studies, data,photographs,negatives or other
<br /> documents, drawings or materials delivered by vendor in the performance of its obligations under this purchase
<br /> order shall be the exclusive property of the State. The ownership rights described herein shall include,but not be
<br /> limited to,the right to copy,publish. display,transfer,prepare derivative works, or otherwise use the works.
<br /> 6. Quality.The State will be the sole judge in determining "equals" with regard to quality,price and performance.
<br /> All products delivered shall be nev !v manufactured and of the manufacturer's current model, unless otherwise
<br /> specified.
<br /> 7. Warranties.All provisions and remedies of the Uniform Commercial Code relating to both implied and
<br /> expressed warranties are herewith referred to and made a part of these Terms and Conditions and are to addition to
<br /> anv warramies stipulated in the specifications.
<br /> 8. Inspection and Acceptance. Final acceptance is dependent upon completion of all applicable inspection
<br /> procedures. Should the products or services fail to meet any inspection requirements the State may exercise all of its
<br /> rights, including those provided in the Uniform Commercial Code. In the case of services,the State reserves the
<br /> right to inspect services provided under this contract at all reasonable times and places. "Services" as used in this
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