T_C CSU PO for Goods 9-23-2021.pdf

PURCHASE ORDER TERMS AND CONDITIONS FOR PURCHASE OF GOODS Revised September 23, 2021

PURCHASE ORDER TERMS AND CONDITIONS

FOR PURCHASE OF GOODS

1. This Purchase Order constitutes the entire contract between the Board of Governors of the Colorado State University System, acting by and through Colorado State University or Colorado State University-Pueblo (both Institutions referred to hereafter as “University”), and the named Vendor. The terms and conditions set forth herein may not be altered, deleted or added to without the express written consent of the University. Any terms and conditions contained in any attachment or other extraneous document shall be null and void unless expressly accepted by the University.

Commencement of performance by Vendor constitutes agreement to the terms and conditions set forth herein regardless of whether or not Vendor has countersigned this Purchase Order.

2. Payment: To ensure prompt payment, mail invoices in duplicate for each shipment. Invoices not mailed as directed may delay payment or become lost. Reference the purchase order number on the invoice(s) and mail invoice(s) to the appropriate institution: Colorado State University, Accounts Payable, 6003 Campus Delivery, Fort Collins, CO 80523 or Colorado State University-Pueblo, Accounts Payable, 2200 N. Bonforte Blvd., Administration Building Room #212, Pueblo, CO 81001. The University’s standard payment term is Net 30. Cash Discount Period (if applicable) will start from date of receipt of acceptable invoice or from date of receipt of acceptable merchandise at destination, whichever is the later.

3. The laws of the State of Colorado, U.S.A., shall govern in connection with the formation, performance and the legal enforcement of this purchase order. Further, Procurement Rules established by each University, available at http://procurement.colostate.edu/policy/documents/CSU%20Proc%20Rules.pdf for Colorado State University or https://www.csupueblo.edu/purchasing/_doc/procurement-rules-2019.pdf, govern this procurement. Unless otherwise specified in the solicitation or this order, venue for any judicial action arising out of or in connection with this purchase order shall be in the county wherein the applicable University is located. Vendor shall exhaust administrative remedies as set forth in the Procurement Rules, prior to commencing any judicial action against the University. All references in this purchase order to the Uniform Commercial Code shall mean the Uniform Commercial Code as adopted by the State of Colorado at Title 4, C.R.S., as amended.

4. None of the terms or specifications stated in this purchase order may be added to, superseded or otherwise altered except in writing, signed by an authorized procurement representative of either University. Each shipment received by the University from Vendor shall be deemed to be only upon the terms contained in this purchase order and any signed contract of the parties, notwithstanding any terms that may be contained in any acknowledgement, invoice form or other document of Vendor and notwithstanding the acceptance or payment by the University.

5. This purchase order is an acceptance of your offer as summarized in your quotation. When this purchase order is an offer to buy, your acceptance must show promised delivery date and method of shipping including routing and names of carriers. This purchase order shall not be deemed valid unless it is executed by a Purchasing Agent for either University. The University shall have no responsibility or liability for products or services delivered or performed prior to proper execution hereof.

6. Please advise Purchasing Agent immediately if you cannot make complete shipment to arrive on your promised delivery date as noted, or if services cannot be commenced or completed as promised.

a. Acknowledgement of purchase order (if required) must be signed and returned.

b. Your acknowledgement must show expected shipping date and method of shipping, including routing and names of carriers.

c. In the event of Vendor’s failure to deliver as and when specifically promised, the University may return all or part of any shipment so made and may charge Vendor with any loss or expense sustained as a result of such failure to deliver as promised.

7. This order is made of the following express terms:

a. Goods are subject to University inspection upon arrival.

b. Goods rejected due to failure to meet specifications, either when shipped or due to defects or damage in transit, may be returned to you for credit, and are not to be replaced except upon receipt of written instructions from the University.

c. Additional charges for packing will not be accepted.

d. A packing list must accompany each shipment.

e. If all material has not been received within 90 days, this order is subject to cancellation unless the University has been advised of and has agreed to a longer delivery date.

f. Shipments must be F.O.B., Colorado State University, Fort Collins, Colorado or F.O.B., Colorado State University-

Pueblo, Pueblo, Colorado unless otherwise specified on this order. If permission is given to prepay freight and charge separately, original freight bill must accompany invoice.

g. Colorado State University (CSU) and Colorado State University-Pueblo (CSU-P), agencies of the State of Colorado, are by statute exempt from state and local taxes. CSU Exemption Number is 98-02381and its Federal Excise Tax Exemption Certificate of Registry #84-730123K is on file with the Internal Revenue Service, Ogden, http://procurement.colostate.edu/policy/documents/CSU%20Proc%20Rules.pdf https://www.csupueblo.edu/purchasing/_doc/procurement-rules-2019.pdf

PURCHASE ORDER TERMS AND CONDITIONS FOR PURCHASE OF GOODS Revised September 23, 2021

Utah. CSU-P Exemption Number is 98-00585 and its Federal Excise Tax Exemption Certificate of Registry #84- 0517947 is on file with the Internal Revenue Service, Denver, Colorado.

8. Vendor certifies that it meets prevailing wage rates in its area and warrants compliance with the provisions of the Davis- Bacon Act when applicable.

9. Quality. The University will be the sole judge in determining “equals” with regard to quality, price and performance. All products delivered shall be newly manufactured and of the manufacturer’s current model, unless otherwise specified.

10. Safety Information. All chemicals, equipment and materials proposed and/or used in the performance of this purchase order must conform to the standards required by the Occupational Safety and Health Act of 1970. Bidders must furnish Safety Data Sheets (SDS) for any regulated chemicals, equipment or hazardous materials at the time of delivery.

11. Rights in Data, Documents, and Computer Software or Other Intellectual Property. Unless otherwise agreed in writing, any software, research, reports, studies, data, photographs, negatives or other documents, drawings or materials delivered by Vendor in the performance of its obligations under this purchase order shall be the exclusive property of the University. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works.

12. Indemnification. The Vendor shall indemnify, save and hold harmless the Board of Governors of the Colorado State University System acting by and through Colorado State University and Colorado State University-Pueblo, divisions of the State of Colorado, their employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the Vendor, or its employees, agents, subcontractors or assignees pursuant to the terms of this purchase order. In the event any article sold or delivered under this purchase order is covered by any patent, copyright, trademark, or application therefore, the vendor will indemnify and hold harmless the Board of Governors of the Colorado State University System acting by and through Colorado State University and Colorado State University-Pueblo, divisions of the State of Colorado, from any and all loss, liability, cost, expenses and legal fees incurred on account of any claims, legal actions, or judgments arising out of manufacture, sale or use of such article in violation, infringement or the like of rights under such patent, copyright, trademark or application.

13. Termination. Termination for Default/Cause.

a. Except as otherwise agreed, the Uniform Commercial Code shall govern in the case of transactions in goods. In the case of services, if the Vendor refuses or fails to timely perform any of the provisions of this purchase order, with such diligence as will ensure its completion within the time specified in this purchase order, the Purchasing Agent may notify the Vendor in writing of the non-performance, and if not promptly corrected within the time specified, such Agent may terminate the Vendor’s right to proceed with the work or such part of the work as to which there has been delay or a failure to properly perform. The Vendor shall continue performance of the purchase order to the extent it is not terminated and shall be liable for excess costs incurred in procuring similar goods or services elsewhere. Payment for completed services performed and accepted shall be at the purchase order price.

b. In the case of remedies exercised under this paragraph for services, or analogous remedies exercised under the Uniform Commercial Code for transactions in goods, the University may withhold amounts due to the Vendor as the Purchasing Agent deems to be necessary to reimburse the University for excess costs incurred in curing, completing or procuring similar goods and services.

c. The Vendor shall not be in default by reason of any failure in performance of this purchase order in accordance with its terms if such failure arises out of acts of God; acts of the public enemy; acts of the State and any governmental entity in its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather; provided, however, that such causes may entitle the University to terminate this order for convenience.

d. If after rejection, revocation, or other termination of the Vendor’s right to proceed under the provisions of the Uniform Commercial Code (in the case of transactions in goods) or this clause (in the case of services), it is determined for any reason that the Vendor was not in default under the provisions of this clause, or that the delay was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the termination for convenience clause.

14. Termination for Convenience.

a. Cancellation Prior to Contract Formation. When this purchase order is not accepted by written acknowledgment, this purchase order may be canceled by written or oral notice to the Vendor prior to shipment of goods or beginning of performance of services.

b. Termination after Contract Formation. Unless otherwise agreed in writing, in addition to the rights and remedies governing transactions in goods in the Uniform Commercial Code, the Purchasing Agent may, when the interests of the University so require, terminate this purchase order in whole or in part, for the convenience of the University.

The Purchasing Agent shall give written notice of the termination to the Vendor specifying the part of the purchase order terminated and when termination becomes effective. Upon receipt of the notice of termination, the Vendor shall incur no further obligations except to the extent necessary to mitigate costs of performance. In the case of services or specially manufactured goods, the University shall pay reasonable settlement expenses, the contract price or rate for supplies and services delivered and accepted, the reasonable costs of performance on unaccepted supplies and services, and a reasonable profit for that unaccepted work, in accordance with the cost principles promulgated under each University’s respective Procurement Rules, as amended. In the case of existing goods, PURCHASE ORDER TERMS AND CONDITIONS FOR PURCHASE OF GOODS Revised September 23, 2021 the University shall pay reasonable settlement expenses, the contract price for goods delivered and accepted, reasonable costs incurred in preparation for delivery of the undelivered goods, and a reasonable profit for that preparatory work. The amount of the termination liability under this paragraph shall not exceed the amount of the purchase order price plus a reasonable cost for settlement expenses. The Vendor agrees to submit a termination proposal as well as reasonable supporting documentation, cost and pricing data upon request of the Purchasing Agent.

15. Receipt of merchandise, services or equipment in response to this order can result in authorized payment on the part of the University. However, it is to be understood that final acceptance is dependent upon completion of all applicable required inspection procedures. Should the service rendered or merchandise furnished fail to meet all inspection requirements, the University reserves the right to reject all or some of the goods and services or exercise any other remedies provided by law.

16. Assignment and Successors. The Vendor shall not assign rights or delegate duties under this purchase order, or subcontract any part of the performance required under the purchase order, without the express written consent of the University, which shall not be unreasonably withheld. This purchase order shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Assignment of accounts receivable may be made only with written notice furnished to University.

17. All provisions and remedies of the Uniform Commercial Code relating to both implied and expressed warranties are herewith referred to and made part of this agreement.

18. All parties to this purchase order agree that the representatives named herein are, in fact, bona fide and possess full and complete authority to bind said parties.

19. Compliance with Laws. Vendor agrees to comply with all applicable federal and state laws, regulations and policies, as amended, including those regarding discrimination, unfair labor practices, anti-kick-back and collusion.

20. Sensitive Data: To the extent Vendor comes in contact with individual personal data owned or otherwise held by the University as a result of performing under the purchase order (“Data”); Vendor agrees to use such Data, if at all, only to the extent required to perform its obligations under this purchase order and to abide by the requirements of any federal, state and local laws that address the protection and/or use of such Data.

21. Americans with Disabilities Act (ADA) Requirements. If this purchase order includes the provision of university services to the public, the Vendor shall, in addition to any other requirements under Title 11 of the Americans with Disabilities Act, comply with the requirements of the Americans with Disabilities Act regarding the accessibility of the University’s services and programs, as an explicit requirement. The Vendor assures that, at all times during the performance of this purchase order, no qualified individual with a disability shall, by reason of that disability, be excluded from participation in, or be denied benefits of, services, programs, or activities performed by the Vendor for the benefit of the University.

22. Vendor acknowledges that providing goods and services under this purchase order is subject to compliance with laws that relate to the export of technical data or equipment, such as International Traffic in Arms Regulations (“ITAR”) and/or Export Administration Act/Regulations (“EAR”). Vendor agrees to comply with all such laws, regulations and orders as currently in effect or hereafter amended. Vendor shall not disclose any export-controlled information, or provide any export-controlled equipment or materials to the University without prior written notice. In the event that the University agrees to receive such export-controlled information, equipment or materials, Vendor shall (i) include the Export Control Classification Number (ECCN) or ITAR notice on the packing documentation, and (ii) send an electronic copy of the ECCN number and packing documentation to the Office of the General Counsel at Colorado State University or Colorado State University - Pueblo.

23. Fund Availability; Federal Funds Contingency. Financial obligations of the University, as a division of the State of Colorado, payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this purchase order is funded in whole or in part with federal funds, this purchase order is subject to and contingent upon the continuing availability of federal funds for the purposes hereof. It this purchase order contemplates the purchase of goods to be delivered in a single installment, the University represents that it has set aside sufficient funds to make payment under this purchase order in accordance with its term.

24. Vendor Offset. Pursuant to CRS 24-30-202.4, as amended, the State Controller may withhold payment for debts owed to state agencies under the vendor offset intercept system for: (a) unpaid child support debt or child support arrearages;

(b) unpaid balance of tax, accrued interest, or other charges specified in Article 21, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) owed amounts required to be paid to the unemployment compensation fund; and (a) other unpaid debts owing to the state or any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgment as certified by the State Controller.

25. Insurance. The Vendor shall obtain, and maintain at all times during the term of this purchase order, insurance as specified in the solicitation or order. If insurance requirements are not specified in the solicitation or order, the Vendor represents that at the time of acceptance of this order the Vendor maintains comprehensive general liability insurance in an amount not less than $1,000,000, combined single limit; worker’s compensation insurance as required by law;

and automobile liability insurance for all vehicles to be used by Vendor in the performance of services under this order.

Upon request, Vendor shall provide proof of such coverages. Self-insurance programs do not meet the state’s or the University’s insurance requirements unless the Vendor provides satisfactory evidence of a loss reserve fund of not less

PURCHASE ORDER TERMS AND CONDITIONS FOR PURCHASE OF GOODS Revised September 23, 2021 than the minimum coverage amount specified in the solicitation, plus excess liability coverage as appropriate to the industry; financial statements of the business; and proof of Department of Labor certification of self-insurance program for worker’s compensation.

26. INDEPENDENT CONTRACTOR. 4 CCR 801-2. 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 or shall be deemed to be an agent or employee of the university. Vendor shall pay when due all required employment taxes and income taxes and local head taxes on any monies paid by the university pursuant to this contract. Vendor acknowledges that Vendor and its employees are not entitled to unemployment insurance benefits unless Vendor or a third party provides such coverage and that the University will not pay for or otherwise provide such coverage. Vendor shall have no authorization, express or implied, to bind the University to any agreement, liability or understanding, except as expressly set forth herein. Vendor shall provide and keep in force workers' compensation (and provide proof of such insurance when requested by the University) and unemployment compensation insurance in the amounts required by law and shall be solely responsible for its acts and those of its employees and agents.

27. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Vendor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Vendor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Vendor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract.

Vendor (a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the university within three days if Vendor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Vendor participates in the Department program, Vendor shall deliver to the university a written, notarized affirmation, affirming that Vendor has examined the legal work status of such employee, and comply with all of the other requirements of the Department program. If Vendor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the University may terminate this purchase order for breach and, if so terminated, Vendor shall be liable for damages.

28. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Vendor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5- 101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this purchase order.