The following terms and conditions of the University of Arizona (\"University\") are binding on this document, whether identified as Request For Bid (\"RFB\"), Request For Proposal (\"RFP\"), or Purchase Order (\"PO\").
- CHANGES: No alteration in any of the PO terms, conditions, delivery, price, quality, or specifications will be effective without written consent of the University's Purchasing Department.
- REJECTIONS: All goods or materials purchased on this PO are subject to approval by the University. Any rejection of goods or material resulting because of non-conformity to the terms, conditions and specifications, whether held by University or returned, will be at the Vendor's risk and expense.
- WARRANTIES: Vendor warrants articles purchased on this PO conform to specifications herein and are fit for the purpose for which such goods are ordinarily employed; except if stated in a Special Condition, the material must then fit that particular purpose.
- LIENS, CLAIMS AND ENCUMBRANCES: Vendor warrants and represents that all the goods and materials purchased on this PO are free and clear of all liens, claims or encumbrances of any kind.
- QUALITY STANDARDS: Specific brands, when named herein, include the standard of quality, performance, or use desired. RFB response on Vendor's equal may be considered provided Vendor specifies brands, model, and necessary descriptive literature. In the event University elects to purchase a brand purported to be an equal by the Vendor, the acceptance of such item will be conditioned on University's inspection and testing after receipt. If, in the sole judgment of the University, the item is determined not to be an equal, the item shall be returned at Vendor's expense and the PO terminated.
- QUANTITY: The University reserves the right to increase or decrease the quantity of listed items, or may purchase all or any part of the listed items, as may be determined by the University.
- SOLICITATION OBJECTIONS: Any Vendor objections to RFB/RFP specifications must be made in writing to the University's Purchasing Department prior to the date and time scheduled to receive the RFB/RFP or said objections will be waived.
- PRICE: In the event of an increase, decrease, or error in calculation, the unit price shall prevail.
- TERMINATION: In the event of breach by Vendor of any of the provisions of the PO, the University reserves the right to cancel and terminate the PO forthwith upon giving oral or written notice to Vendor. Vendor shall be liable for damages suffered by University resulting from Vendor breach of contract.
- SHIPPING INFORMATION: Unless otherwise specified, all goods purchased by University must be shipped freight prepaid, FOB Destination. Where specific authorization is granted to ship goods FOB Shipping Point, Vendor agrees to prepay all shipping charges, to route by cheapest common carrier, and to bill University as a separate item on the invoice for such charges, less federal transportation tax. Each invoice for shipping charges shall contain the original or a copy of the bill indicating that the payment for shipping has been made. It must also be agreed that University reserves the right to refuse COD shipments.
- TITLE: Title to the materials and/or supplies purchased by University shall pass directly from Vendor (seller) to the University at the FOB point shown subject to the right of the University to reject upon inspection.
- DELIVERY: For any exception to the PO delivery date as specified, Vendor shall give prior notification and obtain approval for such exception from the University's Purchasing Department. With respect to delivery, time is of the essence and the PO is subject to termination for failure to deliver on time. The acceptance by University of later performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Vendor.
- PAYMENTS AND ASSIGNMENTS: All PO payments to Vendor shall be remitted by mail. University shall not honor drafts, nor accept goods on a sight draft basis. Furthermore, the provision of monies due under this PO shall only be assigned with prior written consent of the University.
- TAXES: The University will be responsible for all Use Tax under License Number 20221243. SHOW SALES TAX WHEN APPLICABLE. IF NOT SHOWN AS A SEPARATE ITEM, IT WILL BE ASSUMED TO BE INCLUDED IN THE UNIT PRICE.
- INDEMNIFICATION/HOLD HARMLESS: Vendor (Contractor) shall indemnify, defend, and hold harmless to the fullest extent allowed by law, the State of Arizona, the Arizona Board of Regents and the University, its officers, agents, and employees (Indemnitees) from any and all claims, demands, suits, actions, proceedings, loss, cost, and damages of every kind and description, including attorneys fees and/or litigation expenses, which may be brought or made against or incurred on account of breach, or loss of or damage to any property, or for injuries to or death of any person, or financial loss incurred by Indemnitees, caused by, arising out of, or contributed to, in whole or in part, by reasons of any act, omission, professional error, fault, mistake, or negligence of Vendor (Contractor), its employees, agents, representatives, or subcontractors, their employees, agents, or representatives in connection with or incident to the performance of the Agreement, or arising out of Workers Compensation claims, Unemployment Compensation claims, or Unemployment Disability Compensation claims of employees of Vendor (Contractor) and/or its subcontractors of claims under similar such laws and obligations. Vendors (Contractors) obligation under this provision shall not extend to any liability caused by the sole negligence of the State of Arizona, Arizona Board of Regents, University or its officers, agents, and employees. Such indemnification shall specifically include infringement claims made against any and all intellectual property supplied by Vendor (Contractor) and third party infringement under the Agreement.
- IDENTIFICATION: All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting this PO shall contain the applicable PO number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this PO, indicating the content therein. Invoices will not be processed for payment until all items invoiced are received and accepted by University.
- INFRINGEMENTS: Vendor agrees to protect and save harmless the University against all claims for patent, trademark, copyright, or franchising infringement arising from the purchase, installation, or use of material specified in this PO, and to assume all expense and damage arising from such claims.
- DISCOUNTS AND PAYMENT PERIODS: In the event the University is entitled to a cash discount, the period of computation for said discount or for other specified payment periods shall commence on the date of receipt of the merchandise or service or receipt of a corrected completed invoice, whichever is later. If an adjustment in payment is necessary, due to damage or other fault of the Vendor (seller), the cash discount or payment period shall commence on the date final approval for payment is authorized by the University (buyer). The cash discount or payment period stated on the PO shall apply and govern regardless of cash discount or payment terms, or the lack thereof, on any invoice submitted by the Vendor (seller).
- CONFLICT OF INTEREST: This PO shall be subject to the terms of A.R.S. #38-511 and may be canceled by the Governor in accordance with the terms of said statute.
- NON-DISCRIMINATION: The Vendor agrees to be bound by applicable state and federal rules governing equal employment opportunity and non-discrimination.
- INSPECTION AND AUDIT: Vendor agrees to keep all books, accounts, reports files and other records relating to this Agreement for five (5) years after completion or termination of the Agreement. In addition, the Vendor agrees that such books, accounts, reports, files and other records shall be subject to audit pursuant to A.R.S. #35-214.
- ADMINISTRATIVE REMEDIES: The Arizona Board of Regents has promulgated administrative remedies for alleged breaches or disputes arising under this PO. These remedies are exclusive and must be exhausted before the filing of any legal action.
- EXPORT CONTROL: The Parties acknowledge that any goods, materials, or services procured on this PO may be subject to the export control laws of the United States, specifically including, but not limited to, the requirements of the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq., and the Export Administration Regulations, 15 C.F.R. 730-774. Vendor shall inform the designated Contract Manager of the export classification in writing prior to fulfilling the order. The University may elect not to receive certain export controlled items.
- NO BOYCOTT OF ISRAEL: As required by ARS §§ 35-393 to 35-393.01, Entity certifies it is not currently engaged in a boycott of Israel and will not engage in a boycott of Israel during the term of this Contract.
If this order is a subcontract under a U.S. Government Prime Contract, the applicable clauses listed below are incorporated, into, and form a part of, the terms and conditions of this order. In the event of any conflict between the terms and conditions of Section 2 and any other provisions of this order, the terms and conditions of Section 2 shall prevail. The clauses contained in the following paragraphs of the Federal Procurement Regulations are incorporated herein by reference. For purposes of this Purchase Order, in the following clauses, the term \"contract\" shall mean \"this order\", the term \"contractor\" shall mean \"seller\" and the term \"Government\" and \"Contracting Officer\" shall mean \"University of Arizona\" and the \"Chief Procurement Officer\", respectively. If this Order is pursuant to a Federal Grant, the applicable OMB Circular Regulations are incorporated into and form a part of the Terms & Conditions of this order.
SECTION 2. GOVERNMENT SUBCONTRACT PROVISIONS
A. The following provisions of the Federal Acquisition Regulations (FAR) apply regardless of the amount of the Subcontract:
FAR 52.225-13 Restrictions on Certain Foreign Purchases
FAR 52 .222-1 Notice to the Government of Labor Disputes
FAR 52.247-63 Preference for US Flag, Air Carriers (international travel only)
FAR 52.222-41 Service Contract Act of 1965
FAR 52.249-5 (a)-(f) Termination for Convenience of Government
FAR 52.227-1 Authorization and Consent
FAR 52.247-64 Preference for Privately Owned US Flag Commercial Vessels
FAR 52.222-50 Combatting Trafficking in Persons"
B. The following provisions of FAR apply if the amount of the Subcontract exceeds $10,000:
FAR 52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era
FAR 52.215-14 Integrity of Unit Prices
FAR 52.222-26 Equal Employment Opportunity
FAR 52.222-36 Affirmative Action for Handicapped Workers
FAR 52.222-35 Vietnam Era Veterans
FAR 52.222-20 Walsh-Healey Contracts Act
C. The following provisions of FAR apply if the amount of the Subcontract exceeds $100,000:
FAR 52.203-7 Anti-Kickback Procedures (except subparagraph c-11)]
FAR 52.222-4 Contract Work Hours and Safety Standards Act
FAR 52.203-6 Restrictions on Subcontract Sales to the Government
FAR 52.215-2 Audit Negotiation
FAR 52.219-8 Utilization of Small Business Concerns
FAR 52.227-2 Notice and Assistance Regarding Patent & Copyright Infringement
FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions
FAR 52.223-2 Clean Air and Water (appliable to awards issued under prime contracts solicited and issued before February 25, 2000)
FAR 52.215-12 Price Reduction for Defective Cost or Pricing Data-Subcontract Data-Modification ($500,000 for DOD and NASA, $100,000 all others)
D. The following provisions of FAR apply if the amount of the Subcontract exceeds $650,000:
FAR 52.219-9 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan
E. The following provisions of FAR apply whenever noted:
FAR 52.227-10 Filing of Patent Applications--Classified Subject Matter
FAR 52.223-3 Hazardous Material Identification and Material Safety Data
FAR 52.227-11,12 Patents Rights Clauses (also required is OMB Circular A-110, Appendix A(V))
FAR 52.227-7013 Rights in Technical Data and Computer Software (DOD only)
FAR 52.227-7018 Restrictive Markings on Technical Data (DOD only)
FAR 52.204-2 Security Requirements (when Subcontract involves access to classified information)
FAR 52.203-7001 Special Prohibition on Equipment (DOD only, if subcontract over $100,000)
FAR 52.227-7037 Validation of Restrictive Markings on Technical Data (DOD only)
The University reserves all administrative, contractual, and legal remedies against the contractor or vendor who breaches any of the applicable FAR and/or OMB provisions referenced above.