Terms & Conditions
- GENERAL. This Purchase Order (“Order”) constitutes
the entire agreement between the supplier or seller named on the face hereof
(“Seller”) and Utah State University Research Foundation (USURF)
(“Buyer”)covering the goods and/or services described herein (the
“goods”). Seller’s acceptance must be limited to the terms
and conditions stated herein, without any modification, addition or alteration.
No terms or conditions in any sales from issued by the Seller shall bind the
Buyer or constitute a variance, modification, alteration or addition to any
of the terms, conditions, and provisions in this Order or be a waiver or exception
thereto unless specifically agreed to in writing by an authorized agent of
- PRICE. This order shall not be filled at a higher price
than specified herein. If price terms are omitted from the face hereof, the
price of the goods shall be lower of 1)the price last quoted or paid (whichever
is later), or 2) the prevailing market price for buys similar to buys at the
time of shipment. Unless otherwise provided herin, prices shown on this Order
are deemed to include all costs and expenses of delivering goods to the shipment
point designated herein.
- RENEGOTIATION OR MODIFICATION. This contract may be amended,
modified, or supplemented only by written amendment to the contract, executed
by the same persons or by persons holding the same position as persons who
signed the original agreement on behalf of the parties hereto, and attached
to the original signed copy of the contract.
- SHIPMENT AND INPSECTION. The terms and routing of shipment
shall be as provided on the face hereof, or as Buyer otherwise directs. Buyer
may revise shipping instructions as to any goods not then shipped. Buyer shall
have the right to inspect any or all of the goods at Seller’s plant
or upon Buyer’s receipt at Buyer selection. This right shall be exercisable
notwithstanding Buyer’s having paid for the goods prior to inspection.
Buyers, by reason of its failure to inspect the goods, shall not be deemed
to have accepted any defective goods or goods which do not conform to the
specifications therefore, or to have waived any of the Buyer’s rights
or remedies arising by virtue of such defects or nonconformance.
- PAYMENT/CASH DISCOUNTS PERIOD. The time period allowed
for payments as indicated on the face herof, and/or any cash discounts period
shall commence upon receipt of Seller’s correct invoice or upon receipt
of the goods, whichever is later.
- AUDIT OF RECORDS. The seller agrees to allow the State
and Federal auditors, and State agency staff, access to all the records to
this contract, for audit and inspection, and monitoring of services. Such
access will be during normal business hours, or by appointment.
- RISK OF LOSS. Notwithstanding any provisions hereof to
the contrary, title to, and risk of loss of the goods shall remain with Seller
until the goods are delivered at the F.O.B. point specified in this Order,
or if no such point is specified, then when the goods are delivered to Buyer.
However, if the goods are of an explosive, flammable, toxic or otherwise dangerous
nature, Seller shall hold Buyer harmless from and against any and all claims
asserted against the Buyer on account of any personal injuries and/or property
damages caused by the goods, or by the transportation thereof, prior to the
completion of unloading at Buyer’s point of delivery.
- WARRANTIES. In addition to all other warranties expressed
or implied in law, Seller warrants that the goods and their packaging delivered
hereunder will conform to all applicable specifications, drawings, samples,
symbols or other descriptions furnished by Buyer and will be merchantable,
of good material and workmanship, free from defects and sufficient for the
particular purpose intended. Unless otherwise specified in this Order, the
goods shall be new and not used or reconditioned. Seller further warrants
that goods delivered hereunder will be free and clear of all security interests,
liens, charges, restrictions or encumbrances whatsoever and that Seller will
convey to Buyer good and marketable title to the goods. Buyer is relying on
Seller’s skill and judgment in selecting and providing goods specified
hereunder. Seller shall indemnify and hold Buyer harmless from and against
any claims for damages (personal property or other), losses demands, costs
and expenses, including attorne7y’s fees, arising from Seller’s
negligence or breach of its obligations under this Order. Warranties hereunder
shall survive acceptance and run to Buyer its successors assigns and users
of the goods.
- REMEDIES. In the event of Seller’s breech of this
agreement, Buyer may take any or all of the following actions, without limiting
any of the rights or remedies available to Buyer by law (1) require Seller
to repair or replace such goods, and upon Seller’s failure to do so,
repair or replace the same at Seller’s expense, (2) reject any shipment
or delivery containing defective or non-conforming goods and return for credit
or replacement at Buyer’s option said return to be made at Seller’s
expenses and risk, (3) return quantities in excess of variation specified
on this Order at Seller’s expenses and risk, (4) Cancel any outstanding
deliveries hereunder, and treat such breach by Seller as Seller’s repudiation
of this agreement.
- PATENTS. It is anticipated that the goods will be possessed,
used and/or sold by Buyer. If by reason of any of these acts a claim or action
is brought or threatened for infringement of any patent’s, trademark,
trade name or copyright with regards to the goods, their manufacture or use,
Seller shall at its own expense indemnify and hold buyer harmless from any
such claims or actions and any damages or expenses whatsoever resulting there
- LABOR. Seller shall perform all work under this order
as an independent contractor and not as an agent or employee of Buyer. If
this Order covers the performance of labor or services by Seller on Buyer’s
premises, Seller shall indemnify and hold Buyer harmless from and against
all claims and liability and property insurance in amounts acceptable to Buyer
insuring against said injuries, deaths and damages, and shall furnish Buyer
with insurer’s certificates evidencing such insurance, which certificates
shall provide that the coverage evidenced thereby shall not be canceled except
upon 30 days prior notice to Buyer., unless otherwise agreed in writing when
labor or services are performed or furnished under this Order by Seller.
- TAXES. Buyer certifies that the purchase made by this
Order is exempt from state sales and use tax and from federal excise tax,
Buyer certifies that the goods are to be paid, in whole or in part, with government
funds and will be used in the exercise of essential government functions.
If the goods purchased are construction materials and unless otherwise indicated
on the face hereof, Buyer certifies that these materials will be installed
or converted to real property by employees of Buyer and are therefore, exempt
from Utah State sales and use tax. Seller shall not include within the price
herein any sales, use or excise tax from which Buyer is exempt.
- GOVERNING LAW AND VENUE. This Order and the agreement
between the parties evidenced herby are deemed to be made in the State of
Utah and shall in all respects be construed and governed by the laws of that
State. Venue for resolution of any dispute arising hereunder shall be within
a Utah court of competent jurisdiction selected by Buyer.
- WAIVER AND ASSIGNMENT. The waiver of any term or condition
hereof shall not be construed to be a waiver of any other term or condition,
nor shall such waiver be deemed a waiver of a subsequent breach of the same
term or condition. This Order may be assigned by Seller only upon prior written
approval of Buyer.
- FORCE MAJEURE. Neither party to this contract will be
held responsible for delay or default caused by fire, riot, acts of God and/or
war which is beyond that party’s reasonable control. The State may terminate
this contract after determining such delay or default will reasonably prevent
successful performance of the contract.
- TERMINATION FOR THE CONVENIENCE OF USURF. The Purchasing
Agent by written notice, may terminate this contract, in whole or in part,
when it is in USURF’s best interest. If this order is terminated, the
rights duties & obligations of the parties, including compensation to
the seller shall be in accordance with part 49 of the FAR in effect on the
date of this contract (ref FAR 249-2)
- For Commercial Acquisitions that are not funded through Federal
Grants or Cooperative Agreements, the following Federal Acquisition
Clauses are applicable
- 52.244-6 Subcontracting for Commercial Items
- 52.219-8 Utilization of Small Business Concerns
- 52.222-26 Equal Opportunity (Apr 2002) (E.O. 11246)
- 52.222-35 Equal Opportunity for Special Disabled
- 52.222-36 Affirmative Action for Workers with Disabilities June 1998
- 52.222-39 Notification of Employee Rights Concerning Payment of Union
Dues or Fees
- 52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels
- For Acquisitions funded through Grants or Cooperative Agreements
- The provisions of OMB Circular A-110 paragraph 1.5.7 are included by reference.
- DEBARMENT AND SUSPENSION E.Os 12549 & 12689 Recipients shall fully
comply with the requirements stipulated in Subpart C of 45 CFR 620, entitled
“Responsibilities of Participants Regarding Transactions”. The
recipient is responsible for ensuring that any lower tier covered transaction,
as described in Subpart B of 45 CFR 620, entitled “Covered Transactions”,
includes a term or condition requiring compliance with Subpart C. The recipient
also is responsible for further requiring the inclusion of a similar term
or condition in any subsequent lower tier covered transaction. The recipient
acknowledges that failing to disclose the information required under 45 CFR
620.335 may result in the termination of the award, or pursuance of other
available remedies, including suspension and debarment. Recipients may access
the Excluded Parties List System at http://epls.arnet.gov.