SP Purchase Order Terms and Conditions.pdf

Updated December 12, 2023

Purchase Order Terms and Conditions

Purchase Order Number

This purchase order number must be shown on all related invoices, delivery memoranda, bills, packages, and/or correspondence.

Incorporation by Reference

All terms and conditions of the solicitation, and any amendments thereto, are made a part of this contract.

Tax Exemption

The State is generally exempt from Federal excise taxes, Maryland sales and use taxes, and transportation taxes. Exemption certificates shall be completed upon request. Where a Contractor is required to furnish and install material in the construction or improvement of real property in performance of a contract, the Contractor shall pay the Maryland Sales

Tax and the exemption does not apply.

Specifications

All materials, equipment, supplies or services shall conform to Federal and State laws and regulations and to the specifications contained in the solicitation.

Delivery and Acceptance

Delivery shall be made in accordance with the solicitation specifications.

The State, in its sole discretion, may extend the time of performance for excusable delays due to unforeseeable causes beyond the Contractor’s control. The State unilaterally may order in writing the suspension, delay, or interruption of performance hereunder. The State reserves the right to test any materials, equipment, supplies, or services delivered to determine if the specifications have been met. The materials listed in the bid or proposal shall be delivered FOB the point or points specified prior to or on the date specified in the bid or proposal. Any material that is defective or fails to meet the terms of the solicitation specifications shall be rejected. Rejected materials shall be promptly replaced. The State reserves the right to purchase replacement materials in the open market.

Contractors failing to promptly replace materials lawfully rejected shall be liable for any excess price paid for the replacement, plus applicable expenses, if any.

Non-Hiring of Employees

No employee of the State or any department, commission, agency or branch thereof whose duties as such employee include matters relating to or affecting the subject matter of this contract shall, while so employed, become or be an employee of the party or parties hereby contracting with the State or any unit thereof.

Nondiscrimination

The Contractor shall comply with the nondiscrimination provisions of federal and Maryland law.

Financial Disclosure

The Contractor shall comply with State Finance and Procurement Article, §13-221, Annotated Code of Maryland. That section requires a business to file with the Secretary of State of Maryland certain specified information, including disclosure of beneficial ownership of the business, within 30 days of the date the aggregate value of any contracts, leases, or other agreements that the business enters into with the State of Maryland or its agencies during a calendar year reaches $200,000.

Political Contribution Distribution

The Contractor shall comply with the provisions of Article 33, Sections

30-1 through 30-4, Annotated Code of Maryland which require that every person that enters into contracts, leases, or other agreements with the State of Maryland or a political subdivision of the State, including its agencies, during a calendar year under which the person receives in aggregate

$10,000 or more, shall on or before February 1 of the following year file with the Secretary of State certain specified information to include disclosure of political contributions in excess of $100 to a candidate for elective office in any primary or general election.

Anti-Bribery

The Contractor certifies that, to the Contractor's best knowledge, neither the Contractor; nor (if the Contractor is a corporation or partnership) any of its officers, directors, or partners; nor any employee of the Contractor who is directly involved in obtaining contracts with the State or with any county, city, or other subdivision of the State, has been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state or of the United States.

Registration

Pursuant to §7-201 et seq. of the Corporations and Associations Article of the Annotated Code of Maryland, corporations not incorporated in the

State shall be registered with the State Department of Assessments and

Taxation, 301 West Preston St., Baltimore, Maryland 21021, before doing any interstate or foreign business in this State. Before doing any interstate business in this State, a foreign corporation shall qualify with the

Department of Assessments and Taxation.

Contingent Fees

The Contractor, architect, or engineer warrants that it has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee, bona fide agent, bona fide salesperson, or commercial selling agency working for the Contractor, architect, or engineer, to solicit or secure this agreement, and that it has not paid or agreed to pay any person, partnership, corporation, or other entity, other than a bona fide employee, bona fide salesperson, or commercial selling agency, any fee or other consideration contingent on the making of this agreement.

EPA Compliance

Materials, supplies, equipment, or services shall comply in all respects with the Federal Noise Control Act of 1972, where applicable.

Occupational Safety and Health Act (OSHA)

All materials, supplies, equipment, or services supplied as a result of those contract shall comply with the applicable U.S. and Maryland

Occupational Safety and Health Act standards.

Termination for Convenience

The State may terminate this Contract, in whole or in part, without showing cause upon prior written notice to the Contractor specifying the extent and the effective date of the termination. The State shall pay all reasonable costs associated with this Contract that the Contractor has incurred up to the date of termination and all reasonable costs associated with termination of the Contract. However, the Contractor may not be reimbursed for any anticipatory profits which have not been earned up to the date of termination. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.12A(2).

Termination for Default

If the Contractor does not fulfill obligations under this Contract or violates any provision of this Contract, the State may terminate the Contract by giving the Contractor written notice of termination. Termination under this paragraph does not relieve the Contractor from liability for any damages caused to the State. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.11B.

Updated December 12, 2023

Termination for Nonappropriation

If funds are not appropriated or otherwise made available to support continuation in any fiscal year succeeding the first fiscal year, this

Contract shall be terminated automatically as of the beginning of the fiscal year for which funds are not available. The Contractor may not recover anticipatory profits or costs incurred after termination.

Disputes

Disputes arising under this Contract shall be governed by State Finance and Procurement Article, Title 15, Subtitle 2, Part III, Annotated Code of

Maryland, and by COMAR 21.10. Pending resolution of a dispute, the

Contractor shall continue to perform this Contract, as directed by the

Procurement Officer.

Multi-Year Contracts Contingent Upon Appropriations

If funds are not appropriated or otherwise made available to support continuation in any fiscal year succeeding the first fiscal year, this

Contract shall terminate automatically as of the beginning of the fiscal year for which funds are not available. The Contractor may not recover anticipatory profits or costs incurred after termination.

Intellectual Property

Contractor agrees to indemnify and save harmless the State, its officers, agents and employees with respect to any claim, action, cost or judgment for patent infringement, or trademark or copyright violation arising out of purchase or use of materials, supplies, equipment or services covered by this contract.

Maryland Law Prevails

The law of Maryland shall govern the interpretation and enforcement of this Contract.

Contractor’s Invoices

All copies of invoices must be forwarded directly to Accounts Payables via the email specified in the solicitation. Contractor agrees to provide a

Proper Invoice as defined by COMAR 21.06.09.01. At a minimum, the first page of all invoices billed to the State shall include, the Contractor’s

Federal Employee Identification Number or the Social Security Number for individuals and sole proprietors; Purchase Order Number; Invoice date; Invoice number; Item or services description; Quantity delivered;

Unit cost; and Amount due.

Preexisting Regulations

The regulations set forth in Title 21 of the Code of Maryland Regulations

(COMAR Title 21) in effect on the date of execution of this Contract are applicable to this Contract.

Changes

This Contract may be amended only with the written consent of both parties. Amendments may not significantly change the scope of the

Contract (including the Contract price).

Indemnification

The State shall not assume any obligation to indemnify, hold harmless, or pay attorneys’ fees that may arise from or in any way be associated with the performance or operation of the agreement.

Conflicting Terms

Any proposal for terms in addition or different from those set forth in this purchase order or any attempt by the Contractor to vary any of the terms of this offer by Contractor’s acceptance shall not operate as a rejection of this offer, unless such variance is in the terms of the description, quantity, price, or delivery schedule, but shall be deemed a material alteration thereof, and this offer shall be deemed acceptable by the Contractor without the additional or different terms. If this purchase order is an acceptance of a prior offer by the Contractor, the acceptance is expressly conditioned upon Contractor’s assent to any additional or different terms contained herein. The Contractor understands and agrees that the terms and conditions of this purchase order may not be waived.

Drug and Alcohol Free Workplace

The Contractor warrants that the contractor shall comply with COMAR

21.11.08 Drug and Alcohol Free Workplace, and that the contractor shall remain in compliance throughout the term of this purchase order.

Prompt Payment of Subcontractors

This contract and all subcontracts issued under this contract at any tier are subject to the provisions of State Finance and Procurement Article, §15-

226, Annotated Code of Maryland, and COMAR 21.10.08. In §G(9)(a)—

(d) of this regulation, the terms “undisputed amount”, “prime contractor”, “contractor”, and “subcontractor” have the meanings stated in COMAR

21.10.08.01.

A contractor shall promptly pay its subcontractors an undisputed amount to which a subcontractor is entitled for work performed under this contract within 10 days after the contractor receives a progress payment or final payment for work under this contract

If a contractor fails to make payment within the period prescribed in

§G(9)(b) of this regulation, a subcontractor may request a remedy in accordance with COMAR 21.10.08.

A contractor shall include in its subcontracts at any tier for work under this contract, wording that incorporates the provisions, duties, and obligations of §G(9)(a)—(d) of this regulation, State Finance and

Procurement Article, §15-226, Annotated Code of Maryland, and

COMAR 21.10.08.