Purdue University Purchasing Standard Terms and Conditions

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Section 1 Terms and Conditions for All Purchases

Clause 1     Purchase Order Constitutes Entire Agreement
Clause 2     Changes
Clause 3     Applicable Law
Clause 4     Compliance With Government Statutes And Regulations
Clause 5     Acknowledgment Of Order
Clause 6     Cancellations
Clause 7     Warranties And Inspection
Clause 8     Patents
Clause 9     Bankruptcy
Clause 10   Assignment
Clause 11   Nondiscrimination
Clause 12   Advertising
Clause 13   Hazardous Material
Clause 14   Indemnification
Clause 15   Conflict Of Interest
Clause 16   Sales Tax Clearance

Section 2 Additional Terms and Conditions Involving On-Site Labor

Clause 17   Insurance
Clause 18   Registration
Clause 19   Withholding

Section 3 Purchases placed under a United States Government Contract or Grant

Clause 20   All
Clause 21   Over $2,500
Clause 22   Over $10,000
Clause 23   Over $25,000
Clause 24   Over $100,000
Clause 25   Over $500,000

TERMS AND CONDITIONS APPLICABLE TO ALL PURCHASES:

(1) PURCHASE ORDER CONSTITUTES ENTIRE AGREEMENT. The Purchase Order constitutes the entire agreement between the University and the Seller. No provision of any bid, proposal, quotation or specification of the Seller shall be deemed to be a part of the Purchase Order or a modification of the Purchase Order, except to the extent that such provision is specifically stated on the purchase order Except as provided in paragraph (2) below, no amendments, modifications, or changes of or to the Purchase Order will be binding upon the University unless made in writing and signed by an authorized representative of the University's Purchasing Department.

(2) CHANGES. The University may from time-to-time, by written instructions issued to the Seller by an authorized representative of the University's Purchasing Department, make changes issue additional instructions, require additional goods, work, or services, or direct the omission of goods, work, or services ordered herein. If any such change causes an increase or decrease in the cost of or the time required for the performance of this Purchase Order, an equitable adjustment shall be made in the price or delivery schedule or both, and this Purchase Order shall be modified in writing accordingly. No extra work, additions, or alterations will be paid for by the University unless performed pursuant to the written instructions of an authorized representative of the University's Purchasing Department. Any claim by the Seller for adjustment under this provision must be asserted within thirty days from the date of receipt by the Seller of the notification of change. The terms and conditions of this agreement shall apply to all such written notifications.

(3) APPLICABLE LAW. This agreement shall be construed and interpreted solely in accordance with the laws of the State of Indiana; provided, however, that any Purchase Order issued under a U. S. Government prime contract be construed and interpreted in accordance with Federal law relating to U. S. Government prime contracts.

(4) COMPLIANCE WITH GOVERNMENT STATUTES AND REGULATIONS. The Seller warrants and certifies that in the performance of this contract it has complied with or will comply with all applicable statutes, rules, regulations and orders of the United States, and any state or political subdivision thereof, including laws and regulations pertaining to labor, wages, hours and other conditions of employment, and applicable price ceilings, if any, and that the goods or services delivered hereunder shall be produced or performed in compliance with the Fair Labor Standards Act.

(5) ACKNOWLEDGMENT OF ORDER. Either the Seller's written acknowledgment of this Purchase Order or the shipment of goods or commencement of performance hereunder, shall constitute acceptance of this Purchase Order, and no contrary or additional terms or conditions shall apply. If shipment of goods or commencement of performance will not occur on or shortly after date of receipt of the Purchase Order by the Seller, the Seller will provide the University with written acknowledgment of this Purchase Order.

(6) CANCELLATIONS. Time is of the essence and the University may, at its option, and without limitation of any of its other rights, cancel all or any unfilled part of this Purchase Order if the Seller does not deliver as specified or so fails to make progress as to endanger performance of the work or services, and does not correct such failure within ten days after receipt of written notice from the University specifying such failure, or if the Seller breaches any part of the terms hereof, including the warranties of Seller.

(7) WARRANTIES AND INSPECTION. The Seller warrants that all goods or work supplied under this Purchase Order shall conform to specifications, drawings, samples, or other descriptions contained or referenced herein and shall be merchantable, of good quality and workmanship and free from defect. The Seller warrants that all goods covered by this Purchase Order which are the product of the Seller or are in accordance with the Seller's specifications, will be fit and serviceable for the purpose intended. All such goods or work shall be subject to the University's inspection before acceptance, and also to later rejection if use reveals defects not apparent upon receipt; and if rejected will be held at Seller's risk and expense for storage and other charges. Neither receipt of goods nor payment therefore shall constitute a waiver of this provision.

(8) PATENTS. The Seller warrants that the products/services hereby sold, either alone or in combination with other materials, do not infringe upon or violate any patent, copyright trade secret, or any other proprietary right of any third party existing under laws of the United States or any foreign country. The Seller agrees to, at the Seller's own expense, to defend any and all actions or suits alleging such infringements and will save the University, its officers, agents, servants and employees harmless in cases of such infringement.

(9) BANKRUPTCY. In the event of any proceedings in bankruptcy or insolvency by or against the Seller, or in the event of the appointment (with or without the Seller's consent) of an assignee for the benefit of creditors, or of a receiver, the University may cancel this Purchase Order.

(10) ASSIGNMENT. Seller shall not assign this Purchase Order or any of Seller's rights or obligations hereunder, without the University's prior written consent.

(11) NONDISCRIMINATION. The Seller, or its subcontractor(s), if any, shall not discriminate against any qualified employee or applicant for employment in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, religion, color, sex, age, national origin or ancestry, disability or status as a disabled or Vietnam era veteran or any other basis prohibited by applicable law. The Seller, or its subcontractor(s), if any, agrees to comply with all the provisions contained in Executive Orders No. 11246 and No. 11375, the Equal Employment Opportunity Clause requirements as set forth at 41 CFR 60-1.4, 41 CFR 60-250.22 and 41 CFR 60-741.5(a), which are hereby incorporated by reference and made a part hereof, and the nondiscrimination mandates of the Indiana Civil Rights Law as presently codified at Ind. Code § 22-9-1-1 et seq. As used therein the word "contractor" shall be deemed to mean "Seller," and the word "contract " shall refer to this Agreement. In addition, the seller shall cause the Equal Opportunity Clauses references above to be included in their subcontracts or purchase orders hereunder unless exempted by rules, regulations and orders of the Secretary of Labor issued pursuant to Section 204 of the Executive Orders No. 11246 and No. 11375 as amended.

(12) ADVERTISING. Seller agrees not to make reference to the University in any advertising material of any kind without the expressed written permission of the University.

(13) HAZARDOUS MATERIAL. The Seller warrants that all materials ordered herein which have been classified by the Department of Transportation as hazardous materials for the purposes of transportation will be packaged, marked, labeled, and shipped in accordance with the provisions of Title 49, Code of Federal Regulations, Parts 100 thru 199, as amended.

(14) INDEMNIFICATION. The Seller agrees to indemnify the University and hold it harmless from and against all liability, losses, damages, claims, liens, and expense (including reasonable legal fees) arising out of or connected with the work or services performed, or resulting from damages or injuries incurred by the University by reason of any defect in material, workmanship, and/or design of any goods furnished hereunder, excepting only such liability as may result solely from the acts of negligence of the University or its employees. The Seller shall at the request of the University undertake to defend any and all suits and to investigate and to defend any and all claims whether justified or not, if such claim or suit be against Purdue University, the Trustees of Purdue University, or their respective officers, agents servants, and employees.

(15) CONFLICT OF INTEREST. An Indiana criminal statute (IC 35-44-1-3) prohibits public servants from knowingly or intentionally having a pecuniary interest in, or deriving a profit from, any contract or purchase connected with an action by the governmental entity which such person serves, with certain stated exceptions. Accordingly, if any person having any interest in the Seller is an officer or employee of Purdue University, disclosure of this fact must be made so that the possible application of this statute may be investigated.

(16) SALES TAX CLEARANCE. Indiana state law requires the University to submit certain information about Seller, including but not limited to, Federal Employee Identification Number (FEIN) to the Indiana Department of Revenue (IDOR) for sales tax clearance. If Seller is not registered in Indiana as a retail merchant or is delinquent in the payment or reporting of Indiana sales tax, the University is required to suspend further procurements from Seller until Seller resolves the problem with IDOR and IDOR issues a clearance to the University. Citations: House Enrolled Act (HEA) 1811 which, effective July 1, 2003, is promulgated in IC 5-17-1-11; IC 5-22-16-4; IC 6-2.5-14 and IC 6-2.5-8-10. Sellers having no nexus in Indiana are not required to register. Amended 7/1/2007.

ADDITIONAL TERMS AND CONDITIONS FOR PURCHASES INVOLVING ON-SITE LABOR:

(17) INSURANCE. If fabrication, construction, installation, service or other work is specified to be conducted on the University's premises, the Seller and/or its subcontractor(s), if any, shall maintain in force during the period of such work the following coverages: (a) worker's compensation, as required by the laws of the State of Indiana; (b) commercial general liability for bodily injury and/or property damage in an amount of not less than $1,000,000 single limit, per occurrence; (c) automobile liability for bodily injury and/or property damage in an amount of not less than $1,000,000 single limit, per occurrence. The Seller and/or its subcontractor (s) shall furnish to the University satisfactory proof of such insurance coverages prior to commencement of the work.

(18) REGISTRATION. The Indiana General Corporation Act requires that certain foreign corporations (i.e., corporations not incorporated under the said Indiana Act) organized for profit, if not already qualified to transact business in Indiana, must procure a certificate of admission from the Secretary of State of Indiana, before transacting any business in said State. Information concerning this statute and its administration, and penalties for non-compliance, may be obtained through the Office of the Secretary of State.

(19) WITHHOLDING. The University is required by laws of the State of Indiana to withhold specified percentages of all amounts paid to non-resident contractors (which term does not include a foreign corporation qualified to do business in Indiana) for performance of certain contracts, excluding the first $1,000,000 paid to any such non-resident contractor during any calendar year. Any amounts so withheld are paid over directly to the Indiana Department of State Revenue.

PURCHASES PLACED UNDER A UNITED STATES GOVERNMENT CONTRACT OR GRANT:

If this Purchase Order indicates it is placed under a United States Government Contract or Grant , this order is subject to the following Federal Acquisition Regulations (FAR) clauses as in effect, and as modified by Federal Acquisition Circulars; and Office of Management and Budget (OMB) Circular A-110 as in effect on the date of this Purchase Order which are hereby incorporated by reference and made a part hereof:

ALL
52.203-1	Officials not to benefit
52.203-3	Gratuities
52.203-5	Covenant Against Contingent Fees
52.203-7	Anti Kickback Procedures
52.212-13	Stop-Work Order
52.222-1	Notice to the Government of Labor Disputes
52.222-3	Convict Labor
52.223-3	Hazardous Material Identification and Material Safety Data
52.223-4	Recovered Material Certification
52.223-7	Notice of Radioactive Materials
52.225-3	Buy American Act - Supplies
52.230-3	Cost Accounting Standards
52.230-4	Administration of Cost Accounting Standards
52.249-1	Terminations for Convenience of the Government

Over $2,500
52.202-1	Definitions
52.222-4	Contract Work Hours and Safety Standards Act - Overtime Compensation
52.222-36	Affirmative Action for Handicapped Workers

Over $10,000
52.222-20	Walsh-Healy Public Contracts Act
52.222-35	Affirmative Action for Special Disabled and Vietnam Era Veterans
52.222-37	Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era

Over $25,000
52.203-10	Price or Fee Adjustment for Illegal or Improper Activity
52.208-1	Required Sources for Jewel Bearings and Related Items
52.209-5	Certificate Regarding Debarment, Suspension, Proposed Debarment, and other Responsibility matters
52.209-6	Protecting the Government's Interest when Sub-contracting with Contractors Debarred, Suspended, or Proposed for Debarment
52.215-1	Examination of Records by Comptroller General
52.215-2	Audit - Negotiation
52.219-4	Notice of Small Business Small Purchase Set-Aside
52.219-8	Utilization of Small Business Concerns and Small Disadvantaged Business Concerns
52.220-1	Preference for Labor Surplus Area Concerns
52.220-3	Utilization of Labor Surplus Area Concerns
52.222-18	Notification of Employee Rights Concerning Payment of Union Dues or Fees
52.223-5	Certification Regarding a Drug-Free Workplace
52.223-6	Drug-Free Workplace
52.242-13	Bankruptcy

Over $100,000
52.203-8	Requirement for Certificate of Procurement Integrity
52.203-9	Requirement for Certificate of Procurement Integrity -Modification
52.203-11	Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions
52.203-12	Limitation on Payments to Influence Certain Federal Transactions
52.215-24	Subcontractor Cost or Pricing Data
52.222-2	Payment for Overtime Premium
52.223-1	Clean Air and Water Certification
52.223-2	Clean Air and Water
52.225-10	Duty Free Entry
52.230-5	Disclosure and Consistency of Cost Accounting Practices
52.248-1	Value Engineering
52.249-2	Termination for Convenience of the Government (Fixed Price)

Over $500,000
52.219-9	Small Business and Small Disadvantaged Business Subcontracting Plan
52.220-4	Labor Surplus Area Subcontracting Program
52.244-1	Subcontracts (Fixed Price Contracts)

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