Attachment_2_-_Summary_of_Changes_to_Non-IT_GPs_FINAL.docx

State of CA Contract 1-25-65-05 Consumable DNA Kits and Supplies Attachment 2 – Summary of Changes to General Provisions

Non-IT General Provisions Goods (Rev. 02-20-2025) Section 3.1 ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute this Contract, the following order of precedence shall apply:

(a) these General Provisions – Non-IT Commodities, including, as applicable, any modifications to such General Provisions agreed to in writing by the parties;

(b) Contract form, i.e., Purchase Order STD 65, etc., and any amendments thereto;

(c) Statement of work, including any specifications incorporated by reference herein;

(d) Special terms and conditions; and

(e) All other attachments incorporated in the Contract by reference.

Section 4.2 INSPECTION, ACCEPTANCE AND REJECTION:

(g) The State shall give written notice of rejection of Goods delivered or services performed hereunder within a reasonable time after receipt of such Goods or performance of such services. Such notice of rejection will state the respects in which the Goods do not substantially conform to their specifications. If the State does not provide such notice of rejection within thirty (30) days, unless otherwise specified in the Statement of Work, of delivery, such Goods and services will be deemed to have been accepted.

The State shall give notice of rejection of goods delivered within thirty (30) days of delivery. If notice is not provided within this thirty (30) day period, the products will be deemed accepted but the State will not lose any warranty rights.

Authorization for all product returns must be approved by the Contractor and a return authorization number given to the State prior to the return of goods. Not all items will be authorized for return. Items authorized for return must arrive at our facilities in a state satisfactory to be eligible for product credit.

Section 5 WARRANTIES & REPRESENTATIONS Unless otherwise specified, the warranties contained in this Contract begin after acceptance has occurred.

The warranties contained in this contract will begin upon acceptance, which shall be deemed to occur upon delivery of goods meeting the manufacturer’s published specifications.

Section 7.1 INDEMNIFICATION:

Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all third-party claims and losses accruing or resulting to any and all Contractors, subcontractors, suppliers, laborers and any other person, firm, or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of this Contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation which may be injured or damaged by Contractor in the performance of this Contract.

Notwithstanding anything to the contrary in this Contract, neither party shall be liable for any indirect, special, incidental, punitive, multiple, exemplary or consequential damages (including but not limited to costs of cover, lost profits, lost data, loss of business, loss of goodwill or loss of revenue), regardless of the legal theory under which liability is asserted.

Section 10.1 INVOICES:

Unless otherwise specified, invoices shall be sent to the address set forth herein. Invoices shall be submitted in triplicate and shall include the Contract number; release order number (if applicable); item number; unit price, extended item price and invoice total amount. State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable.

In lieu of a Contract number on packing sheets in shipments or on invoices, the purchase order number will be included on packing sheets and invoices.