ADDITIONAL TERMS AND CONDITIONS .pdf

(Adopted October 2022)

Weber School District’s Additional Terms and Conditions for Child Nutrition Program (“CNP”)

The following Additional Terms and Conditions for Child Nutrition Program shall apply to all purchases by or on behalf of Weber School District, in addition to the District’s General Terms and Conditions.

1 Acceptance of Contract: Bidder must be fully acquainted with terms and conditions relating to the performance of the

Awarded Contract. Failure or omission of Bidder to be familiar with existing conditions shall in no way relieve the Bidder of obligation with respect to the Awarded Contract. Orders are the District’s offer to purchase the goods and/or services described on Purchase Orders. The District’s placement of orders is expressly conditioned upon Vendor’s acceptance of ALL the terms and conditions contained in the District’s General Terms and Conditions and in this Additional Terms and Conditions for CNP.

2 Tax Exemption: Weber School District is tax exempt, ID # 12024213-010-STC. The tangible personal property or services being purchased are being paid from District funds and used in the exercise of that entity’s essential functions.

3 Cancellation or Revision: Purchase Orders may be changed, revised or canceled only by the Purchasing Department in written form, delivered to the Vendor.

4 Delivery: All prices must be F.O.B. Destination Freight Prepaid. Deliveries are to be shipped directly to the address indicated on the Contract and include the Purchase Order number on all packing slips, invoices, or bills of lading. Time is of the essence on this contract. If completed deliveries are not made at the time agreed, the District reserves the right to cancel and/or purchase elsewhere on the open market and hold the Vendor accountable. If delivery dates cannot be met, Vendor agrees to advise the District, in writing of the earliest possible shipping date for acceptance by the District.

5 Risk of Loss: Regardless of F.O.B. point, Vendor agrees to bear all risk of loss, injury, or destruction of goods and materials ordered herein, which may for any reason occur prior to acceptance by the District. No such loss, injury, or destruction shall release Vendor from any obligations hereunder.

6 Inspection: Goods and material must be properly packaged. Damaged goods and materials will not be accepted, or if the damage is not readily apparent at the time of delivery, the goods shall be returned at no cost to the District. The District reserves the right to inspect the goods at a reasonable time, not to exceed 30 days, subsequent to delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery.

7 Non-Waiver of Rights: No failure of either party to exercise any power given to it hereunder or to insist upon strict compliance by the other party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof, nor any payment under this agreement shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof.

8 Compliance with Laws: The Vendor certifies that in performing this contract they will comply with all applicable provisions of the federal, state and local laws, regulations, rules and orders.

9 Payment: All invoices shall be remitted to the Director of Finance at Weber School District, preferably emailed to:

cnp@wsd.net or faxed to 801-476-7952 or mailed to 955 West 12th Street, Ogden, UT 84404, and must include the District’s purchase order number, vendor’s name and phone number, and clearly list quantities, item descriptions and units of measure.

If invoices are sent to any other email, fax number, or address, the District will not be responsible for payment until sent to the Director of Finance.

10 Warranty: The Vendor warrants to the District that all goods and services furnished hereunder will conform in all aspects to the terms of orders, including any drawings, specifications or standards incorporated therein, and will be free of defects in materials, workmanship, and free from such defects in design. In addition, Vendor warrants the goods and services are suitable for and will perform in accordance with the purposes for which they were intended. Vendor shall indemnify, defend and hold District harmless from any damages to property or personal injuries resulting from or reasonable attributable to any defects in goods or services provided by Vendor hereunder

(Adopted October 2022)

11 Non-Appropriation of Funds: The Vendor acknowledges that Weber School District cannot contract for the payment of funds not yet appropriated by the District Board of Education. If funding is not appropriated or is reduced after being appropriated, the District may terminate this contract or proportionately reduce the services and purchase obligations and the amount due from the District upon 30 days written notice. In the case that funds are not appropriated or are reduced, the District will reimburse the Vendor for products delivered or services performed through the date of cancellation or reduction, and the District will not be liable for any future commitments, penalties, or liquidated damages.

12 Force Majeure: Neither party shall be liable in damages or have the right to terminate the Awarded Contract for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected. Weber School District may terminate this Contract after determining such delay or default will reasonably prevent successful performance of the Contract.

13 Conflict of Terms: Vendor Terms and Conditions that apply must be in writing and expressly approved in writing by the

Weber School District Purchasing Agent. No other Terms and Conditions will apply to this Contract, including terms listed or referenced on a Vendor’s website, quotation/sales order, etc. In the event of any conflict in the contract terms and conditions, the order of precedence shall be: 1. Weber School Standard Terms and Conditions; 2. Weber School District Additional Terms and Conditions for CNP; 3. Vendor terms and conditions, if applicable.

14 Waiver: No claims or rights arising out of a breach of the Awarded Contract(s) can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.

15 Right to Assurance: Whenever one party to the Awarded Contract, in good faith, has reason to question the other party’s intent to perform in accordance with the terms and conditions of the Awarded Contract, the questioning party may demand that the other party provide written assurance of intent to perform. In the event a demand is made and no written assurance is given within five (5) days, the demanding party may treat the lack of response and subsequent failure as an anticipatory repudiation of the Awarded Contract.

16 State and Federally Required Contractual Provisions: Bidder Must have obtained, and will continue to maintain during the entire term of the Awarded Contract, all permits, approvals or licenses necessary for lawful performance of its obligations under the Awarded Contract. In addition, Bidder is responsible to abide by all when providing services under the Awarded Contract.

17 Material Safety Data Sheets:

Proper Safety Data Sheets, in compliance with OSHA’s Hazard Communication Standard, must be provided by the Vendor to the District at the time of purchase.

18 Buy American: Bidder will comply with the Buy American requirement, which dictates that School’s participating in the federal school meal programs are required to purchase domestic commodities and products for School meals to the maximum extent practicable. Domestic commodity or product means an agricultural commodity that is produced in the U.S. and a food product that is processed in the U.S. substantially (at least 51 percent) using agricultural commodities that are produced in the

U.S. (7CFR210.21, 220.16).

19 Food Laws: Bidder shall operate in accordance with all applicable laws, ordinances, regulations and rules of Federal, State and Local authorities, including but not necessarily restricted to a Hazard Analysis and Critical Control Point (HACCP) plan. District may inspect Bidder’s facilities and vehicles.

20 Food Recall: Bidder shall comply with all Federal, State and Local mandates regarding the identification and recall of foods from the commercial and consumer marketplace. Bidder shall have a process in place to effectively respond to a food recall; the process must include accurate and timely communications to the District and assurance that unsafe products are identified and removed from District/School sites in an expedient, effective and efficient manner. Bidder shall maintain all paperwork required for immediate and proper notification of recalls for full and split cases.

21 Biosecurity: Bidder must have a written policy regarding biosecurity and the food supply, in accordance with

Bioterrorism Act 202 under the U.S. Department of Health and Human Services, Food and Drug Administration and under the USDA, Food Safety and Inspection Service.