Attachment B - Specifications & Required Terms.pdf

Last Updated: 11/2023

ATTACHMENT B

SPECIFICATIONS AND REQUIRED TERMS AND CONDITIONS

SPECIFICATIONS:

All items must be delivered to the WVU Beckley Campus no later than June 30, 2025. By submitting a bid, the vendor acknowledges and accepts all Purchase Order (“PO”) terms and conditions as outlined at: https://procurement.wvu.edu/rules/terms/nonconstruction, as well as all terms and conditions listed in this attachment. These terms shall take precedence over any conflicting terms and conditions included in the bidder’s response.

REQUIRED TERMS AND CONDITIONS:

1. Delivery Charges. Delivery charges paid by the Vendor, F.O.B. WVU Destination. Any invoiced delivery charges not quoted and itemized on the WVU purchase order are subject to rejection and non-payment.

2. Payment. Payment is to be made within 45 days after receipt of properly received invoice.

3. Warranties. The manufacturer’s standard published warranty and provisions shall apply, unless more stringent warranties are otherwise required by WVU and specified in the solicitation. In such cases the bidder and/or manufacturer shall honor the specified warranty requirements and bid prices shall include any premium costs of such coverage.

4. Patent Infringement. Bidder guarantees that the products proposed and furnished will not infringe upon any valid patent or trademark; and shall, at its own expense, defend any and all actions or suits charging such infringement, and shall save WVU harmless.

5. Permits, License, and Taxes. Vendor shall procure all necessary permits and licenses and abide by all applicable laws, regulations and ordinances of all federal, state, and local governments in which work under any Purchase Order/Contract is performed. The Vendor shall pay any sales, use, personal property, and other taxes arising out of any Purchase Order/Contract and the transactions contemplated hereby. Any other taxes levied upon any Purchase Order/Contract, the transaction, or the equipment, goods or services delivered pursuant hereto shall be the responsibility of the Vendor. West Virginia University is exempt from Federal and WV State taxes and will not pay or reimburse such taxes.

6. Testing/Rejected Goods. Vendor warrants that the products furnished will be in full conformity with the specification, drawing or sample, and agrees that this warranty shall survive delivery, acceptance, and use. Any defect in any product may cause its rejection.

WVU reserves the right to test products for conformance to specifications both prior to and after any award. No goods received by WVU pursuant to this RFB shall be deemed accepted until WVU has had reasonable opportunity to inspect said goods for hidden damage or failure to meet specifications. Damaged/unacceptable goods shall be rejected and will be returned at Vendor’s expense for full credit or replacement, at WVU’s sole https://procurement.wvu.edu/rules/terms/nonconstruction option. WVU reserves the right to test any goods, or services delivered to determine that specifications have been met. No goods returned as defective shall be replaced without WVU’s written authorization. If Vendor fails to cure defect within ten (10) calendar days, WVU reserves the right to purchase on the open market and Vendor shall be liable for any excess price paid for the replacement, plus applicable expenses, if any.

7. Delivery. Vendor is responsible for making timely delivery in accordance with the solicitation and/or the Purchase Order/Contract. Unless otherwise stated on the Purchase Order/Contract, all shipments are to be prepaid “F.O.B. destination” and risk of loss and/or title to the goods will not pass to WVU until the goods are accepted at the delivery destination, subject to inspection and acceptance as defined herein. Delivery time is of the essence and delivery or performance shall be strictly in accordance with the schedules, terms and conditions and exact quantities as specified in the Purchase Order/Contract. The failure of Vendor to meet delivery schedules, as interpreted by WVU; failure to make replacement of rejected goods or services as directed by WVU, or non-performance or violation of contract provisions shall permit WVU, at its discretion, to rescind or cancel the contract without any liability and purchase comparable goods or services on the open market and Vendor shall be liable for any excess price paid for the replacement, plus applicable expenses, if any. Whenever Vendor has knowledge that any situation or condition will delay or threaten the time performance of this order, Vendor shall immediately give notice thereof, including all relevant information with respect thereto, to WVU. Neither WVU nor Vendor shall be liable for any default due to Acts of God, war, fire, flood, epidemic, strikes or freight embargo or other causes beyond control and without fault or negligence. Acceptance by WVU of late delivery of either whole or part of the Purchase Order/Contract shall not constitute a waiver of its claim for any damages resulting from late delivery.

8. Independent Contractor. Vendor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Vendor nor any agent or employee of Vendor shall be deemed to be an agent or employee of WVU. Vendor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through WVU and WVU shall not pay for or otherwise provide such coverage for Vendor or any of its agents or employees. Vendor shall pay when due all applicable federal and state employment taxes.

9. Compliance. Vendor agrees to strictly comply with all applicable federal and state laws, rules and regulations in effect or hereafter established, including, without limitation, the Americans with Disabilities Act, laws applicable to discrimination, unfair employment practices, the use or handling of toxic or hazardous substances, and prevailing wage rates of the W. Va. Division of Labor, if applicable. In addition, Vendor shall comply with all rules and regulations of WVU while on WVU premises. Any act of discrimination committed by vendor, or failure to comply with these statutory obligations when applicable, shall be grounds for termination of any contract entered into as a result of this solicitation.

10. Certification of No Suspension or Debarment. By signing and submitting this bid, bidder certifies that its company, any subcontractors, or principals thereof, are not suspended or debarred under federal or state laws or regulations.

11. West Virginia Freedom of Information Act. All records, documents, and information in WVU’s possession, including any document related to this solicitation or the performance of any Purchase Order/Contract, may be subject to disclosure pursuant to the West Virginia Freedom of Information Act (W. Va. Code §§ 29B-1- to -7).

12. Assignment of Contract/Contract Proceeds. Vendor may not assign any Purchase Order/Contract or any moneys due or to become due hereunder without the prior written consent of WVU, and any assignment made without such consent shall be void. WVU may assign any Purchase Order/Contract to any affiliate, or successor in interest to all or any part of its operations without prior notice to Vendor.

13. Termination for Cause. WVU may terminate any Purchase Order/Contract or part hereof at any time for cause in the event Vendor fails to comply with any of the terms and conditions of this solicitation or any Purchase Order/Contract, including, without limitation, late delivery or performance, the delivery of defective or non-conforming goods or services, or failure to provide WVU with reasonable assurances of future performance.

In the event of termination for cause, WVU shall not be liable to Vendor for any amount, and Vendor shall be liable to WVU for any and all damages sustained by reason of the default which gave rise to the termination.

14. Cancellation for Convenience. WVU reserves the right at any time for its convenience to cancel any Purchase Order/Contract as to all or any portion of the goods then not shipped or services then not performed, subject to an equitable adjustment between the parties as to any work or goods (but not to include standard stock) then in progress. Vendor shall not be paid for any amount of lost profits on canceled orders, or for any avoidable costs incurred after receipt of notice of cancellation, including but not limited to any costs incurred by Vendor’s suppliers or subcontractors which Vendor could reasonably have avoided. No termination for convenience shall relieve Vendor or WVU of its obligations as to any goods or services previously delivered hereunder. Any claim for adjustment hereunder must be asserted within thirty (30) days after the date of Vendor’s receipt of notice of cancellation.

15. Termination for Non-Appropriation of Funds. All services performed or goods delivered under WVU Purchase Orders/Contracts are to be continued for the term of the Purchase Order/Contract, contingent upon funds being appropriated by the Legislature or otherwise being made available. In the event funds are not appropriated or otherwise available for these services or goods, this Purchase Order/Contract becomes void and of no effect after June 30.