Financial Terms and Conditions Notice to Vendors Requesting to Conduct

Business with AIDT: (Applicable to Currently Registered Vendors and New

Vendors) This document supersedes any previously issued AIDT Financial Terms and Conditions and is

Effective Immediately.

AIDT is a State funded entity within the Alabama Department of Commerce, a state agency. As such, the purchase of goods and services, regardless of the source, must be in compliance with State laws.

The following AIDT Financial Terms and Conditions are binding upon you (the “Vendor”) and are provided to you in order for you to effectively conduct business with any of AIDT’s statewide locations.

Current vendors, as well as new vendors, must sign these AIDT Financial Terms and Conditions.

Should a vendor fail to sign this document, any performance by the vendor under the terms of any contract or agreement with AIDT shall constitute the vendor’s acceptance of AIDT Financial Terms and Conditions. This document, once signed, or otherwise accepted by a vendor, shall become a part of the vendor’s file information in the AIDT vendor database, and shall be incorporated into all contracts/agreements currently existing or entered into in the future with AIDT. AIDT reserves the right to amend these Financial Terms and Conditions and to require the vendor to sign such amended terms and conditions as a condition precedent to the continuation of any existing contract or execution of any new contract. Similarly, any performance by a vendor under any contract/agreement with AIDT occurring after such amendment shall constitute the vendor’s acceptance of the amended terms and conditions.

Vendor shall provide AIDT the following completed documents:

• Credit/New Account Information

• W-9

• Disclosure Statement

• Certificate of Compliance with Beason-Hammon Act

• E-Verify MOU

• A fully executed version of these Financial Terms and Conditions

Vendor agrees as follows:

1. AIDT is part of an agency of the State of Alabama. As such, it is exempt from Alabama sales tax (documentation available upon request).

2. As a State agency, AIDT can only pay for goods and services rendered by Vendor and received by AIDT (and its designees). AIDT cannot pay for additional fees such as:

finance/interest charges, late fees, credit card fees, attorney fees, cancellation fees, collection fees, courts costs and other additional costs not listed. Thus, any clause in any Vendor contract, agreement, or other document imposing such obligations upon AIDT shall be null and void.

3. Payment terms are NET 30 days from the date of invoices on all purchases for goods or services.

4. No individual can guaranty debt for the State of Alabama; therefore, any personal guaranty made for any AIDT debt is null and void.

5. In accordance with State policy, no payment in advance, including but not limited to a deposit, can be made by AIDT.

6. No right or obligation in any AIDT contract or agreement shall be assigned by Vendor to a third party without prior written consent from AIDT. Any assignment made without AIDT’s written consent shall be null and void.

7. Alabama law prohibits State entities, such as AIDT, from entering into, or committing itself, to indemnity, hold harmless, defense, and similar clauses in agreements. Thus, any clause in any Vendor contract, agreement, or other document imposing such indemnity, hold harmless, defense and similar obligations on AIDT, or any of its employees, representatives or agents, shall be null and void.

8. Alabama law shall govern all contracts, agreements, and Purchase Orders entered into by AIDT. No waiver of sovereign immunity is made by AIDT or the Department of Commerce.

Vendor agrees that any dispute between the Vendor and AIDT, for which judicial resolution in the State or Federal court system is appropriate, shall be resolved in the courts of the State of Alabama or Federal courts located within the State of Alabama.

9. In the event of any dispute between the Vendor and AIDT, senior officials of both parties shall meet and engage in a good faith attempt to resolve the dispute. Should that effort fail, and the dispute involves the payment of money, Vendor’s sole remedy is the filing of a claim with the Board of Adjustment of the State of Alabama. For any and all other disputes arising under the terms of any contract, that are not resolved by negotiation, shall be resolved by an appropriate form of non-binding alternative dispute resolution including, but not limited to, mediation. Such dispute resolution shall occur in Montgomery, Alabama, utilizing where appropriate, mediators selected from the roster of mediators maintained by the Center For Dispute Resolution of the Alabama State Bar.

10. If any provision of a contract or agreement shall contravene any statute or Constitutional provision or amendment, either now in effect or which may, during the term of any contract or agreement, be enacted then the conflicting provision in the contract or agreement shall be deemed null and void.

11. Vendor must comply with the following AIDT purchasing policy:

► NO orders will be accepted without an official AIDT Purchase Order. Names, dates and other notations are not acceptable in lieu of a valid purchase order.

12. AIDT will not be responsible for payment of ANY order accepted and fulfilled without an official AIDT purchase order.

13. ALL invoices should be forwarded via email to invoices@aidt.edu, whenever possible.

Faxed invoices may be sent to (334)-613-3287. AIDT’s physical mailing address is:

► Attention: Accounts Payable One Technology Court Montgomery, AL 36116

14. Under no circumstances shall AIDT, or any of its employees, representatives or agents, mailto:invoices@aidt.edu be liable for any punitive, special, incidental or consequential damages.

15. Any limitations on Vendor’s liability or warranty obligations contained in any Vendor contract, agreement, or any vend terms and conditions, shall be null and void.

16. Under no circumstances shall AIDT be required to obtain any insurance coverage that is inconsistent with Alabama law or the policies of the Alabama Division of Risk Management.

17. Vendor is an independent contractor. Vendor is not considered a merit system employee for the state of Alabama and is not entitled to any benefits of the State Merit System.

18. Any contract or agreement between AIDT and Vendor may be terminated by either party by giving the other party thirty (30) days written notice of termination.

19. Any clause in Vendor’s contract, agreement, or any terms and conditions thereto, allowing for automatic renewal shall be null and void.

20. Pursuant to Code of Alabama § 31-13-9(k), Vendor affirms, for the duration of the contract or agreement, that it will not violate federal or state immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the State. Furthermore, if Vendor is found to be in violation of this provision, it shall be deemed in breach of the contract or agreement and Vendor shall be responsible for all damages resulting therefrom. On or before the effective date of the contract or agreement, Vendor has provided to AIDT documentation evidencing its participation in the E-Verify program.

21. In compliance with Ala. Act No. 2016-312, Vendor hereby certifies that it is not currently engaged in and will not engage in the boycott of a person, or an entity based in or doing business with a jurisdiction with which the State can enjoy open trade. If Vendor is found to be in violation of this provision, it shall be deemed a breach of the agreement and Vendor shall be responsible for all damages resulting therefrom.

22. Pursuant to Ala. Act No. 2023-409, for all contracts and agreements entered into on or after October 1, 2023, if Vendor employs 10 or more employees and the contract could exceed $15,000 over the term of the contract, by signing these terms and conditions, Vendor hereby provides written verification, without violating controlling law or regulation, affirming that it does not and will not, during the term of the contract, engage in economic boycotts as the term “economic boycott” is defined in Section 1 of the Act.

23. When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the contract or agreement shall be cancelled, and, to the extent permissible by law, Vendor shall be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of the supplies or services delivered under the contract or agreement. To the extent permissible by law, this cost of cancellation may be paid from any appropriations available for that purpose. In the event that proration of appropriated funds from which the State is to pay Vendor is declared by the Governor pursuant to Section 41- 4-90 of the Code of Alabama, Vendor shall have the option, in addition to the other remedies of the contract or agreement, of renegotiating to extend or change payment terms or amounts or terminating the contract. In all circumstances, it is agreed that the terms and commitments of the contract or agreement shall not constitute a debt of the State of Alabama in violation of Section 213 of the Constitution of Alabama, as amended.

[Signature on Following Page]

Vendor acknowledges and accepts that AIDT does not agree to any other terms unless AIDT has expressly consented to be bound by those terms by reviewing and signing them. AIDT will not be bound by implied consent to vendor terms.

By signing below, Vendor acknowledges and accepts AIDT Financial Terms and Conditions contained in this document. AIDT Financial Terms and Conditions take precedence, supersede and shall control over any terms and conditions contained in any contract, agreement, or other document that conflict with these AIDT Financial Terms and Conditions. In addition, Vendor certifies that the individual signing this document is authorized to accept the AIDT Financial Terms and Conditions on behalf of Vendor.

Vendor Name

Vendor Address

Street Vendor Telephone #

City, State Zip

Vendor Contact PLEASE PRINT LEGIBLY: Title

Signature Title Date