Conditions

Conditions of Purchase

APPLICABLE LAWS AND REGULATIONS

  1. The purchase order shall be construed according to the laws of the State of Missouri (state). The Seller shall comply with all local, state, and federal laws and regulations related to the performance of the purchase order to the extent that the same may be applicable.
  2. To the extent that a provision of the purchase order is contrary to the Constitution or laws of the State of Missouri or of the USA, the provisions shall be void and unenforceable. However, the balance of the purchase order shall remain in force between the parties unless terminated by consent of both the Seller and the University.
  3. The Seller must be registered and maintain good standing with the Secretary of State of the State of Missouri and other regulatory agencies, as may be required by law or regulations. The Seller must timely file and pay all Missouri sales, withholding, corporate and any other required Missouri tax returns and taxes, including interest and additions to tax.
  4. The exclusive venue for any legal proceeding relating to or arising out of the contract shall be in the Circuit Court of Adair County, Missouri.

RISK OF LOSS

The Seller shall bear the risk of loss of all equipment, supplies, and/or services provided until delivered and accepted by the University in Kirksville, and the Seller shall also bear any risks for non-conforming equipment, supplies, and/or services after notice of revocation of acceptance.

GOODS CHARGED TO ACCOUNT

The University assumes no liability or responsibility for equipment, supplies, and/or services charged to the University’s account without an official purchase order.

INVOICING AND PAYMENT

Standard payment arrangements are net 30 days unless otherwise stated on seller invoice.

  1. The University does not pay state or federal taxes unless otherwise required under law or regulation. Copies of the University’s state sales tax and use letter of exemption are available upon request. Prices shall include all packing, handling and shipping charges FOB destination, freight prepaid and allowed unless otherwise specified herein. Equipment, supplies and/or services may not be shipped under any other terms of delivery without the prior written consent of the University.
  2. The University will not be liable for any charges for drayage, packing, cartage, boxing, crating or storage in excess of the stated purchase price of the equipment, supplies, and/or services unless the University authorizes such charges in writing.
  3. The University’s financial management system has been designed to capture certain receipt and payment information. Therefore, each invoice submitted must reference the purchase order number and must be itemized in accordance with items listed on the purchase order. Failure to comply with this requirement may delay processing of invoices for payment. Invoices are to be mailed to the University’s Business Office and are not to be delivered to University employees.
  4. The Seller shall not transfer any interest in the purchase order, whether by assignmentor otherwise, without the prior written consent of the University.
  5. Payment for all equipment, supplies, and/or services required herein shall be made in arrears unless otherwise indicated in the specific contract terms.
  6. The University assumes no obligation for equipment, supplies, and/or services shipped or provided in excess of the quantity ordered. Any unauthorized quantity is subject to the University’s rejection and shall be returned at the Seller’s expense.
  7. Delays in receiving invoices, errors and omissions in invoices are just cause for withholding payment without losing cash discount privileges.
  8. All invoices for equipment, supplies, and/or services purchased by the University shall be subject to late payment charges as provided in Section 34.055 RSMo.

DELIVERY

Time is of the essence. Deliveries of equipment, supplies, and/or services must be made no later than the time stated in the purchase order or within a reasonable period of time, if a specific time is not stated. If delivery is not made at the time specified by the University, the University reserves the right to cancel this purchase order or to purchase the goods elsewhere and hold the Seller accountable.

INSPECTION AND ACCEPTANCE

  1.  No equipment, supplies, and/or services received by the University pursuant to a purchase order shall be deemed accepted until the University has had reasonable opportunity to inspect said equipment, supplies, and/or services.
  2.  All equipment, supplies, and/or services which do not comply with the specifications and/or requirements or which are otherwise unacceptable or defective may be rejected. In addition, all equipment, supplies, and/or services which are discovered to be defective or which do not conform to any warranty of the Seller upon inspection (or at any later time if the defects contained were not reasonably ascertainable upon the initial inspection) may be rejected.
  3.  The University reserves the right to return any such rejected shipment at the Seller’s expense for full credit or replacement and to specify a reasonable date by which replacements must be received.
  4. The University’s right to reject any unacceptable equipment, supplies, and/or services shall not exclude any other legal, equitable or contractual remedies the University may have. The University’s expenses of inspection may be recovered from the Seller if the equipment, supplies, and/or services do not conform.

CONFLICT OF INTEREST

Officials and employees of the University, its governing body, or any other employees of the University must comply with State law and University policy regarding conflict of interest.

WARRANTY

The Seller expressly warrants that all equipment, supplies, and/or services provided shall: (1) conform to each and every specification, drawing, sample or other description which was furnished to or adopted by the University, (2) be fit and sufficient for the purpose intended, (3) be merchantable, (4) be of good materials and workmanship, and (5) be free from defect. Such warranty shall survive delivery and shall not be deemed waived either by reason of the University’s acceptance of or payment for said equipment, supplies, and/or services. The Seller further warrants that the equipment, supplies, and/or services provided shall be delivered free of any lien, security interest, encumbrance or rightful claim of any third person.

REMEDIES AND RIGHTS

  1. No provision in the contract shall be construed, expressly or implied, as a waiver by the University of any existing or future right and/or remedy available by law in the event of any claim by the University of the Seller’s default or breach of contract.
  2. The Seller agrees and understands that the purchase order shall constitute an assignment by the Seller to the University of all rights, title and interest in and to all causes of action that the Seller may have under the antitrust laws of the United States or the State of Missouri for which causes of action have accrued or will accrue as the result of or in relation to the particular equipment, supplies, and/or services purchased or procured by the Seller in the fulfillment of the purchase order with the University.

CANCELLATION OF CONTRACT

  1. In the event of material breach of the contractual obligations by the Seller, the University may cancel the purchase order. At its sole discretion, the University may give the Seller an opportunity to cure the breach or to explain how the breach will be cured. The actual cure must be completed within no more than 10 working days from notification, or at a minimum the Seller must provide state within 10 working days from notification a written plan detailing how the Seller intends to cure the breach. If the Seller fails to cure the breach or if circumstances demand immediate action, the University will issue a notice of cancellation terminating the purchase order immediately.
  2. If the University cancels the purchase order for breach, the University reserves the right to obtain the equipment, supplies, and/or services to be provided pursuant to the purchase order from other sources and upon such terms and in such manner as the University deems appropriate and charge the Seller for any additional costs incurred thereby.
  3. The Seller understands and agrees that funds required to fund the purchase order must be appropriated by the General Assembly of the State of Missouri and distributed to the University for each fiscal year included within the purchase order period.

The purchase order shall not be binding upon the University for any period in which funds have not been appropriated and distributed, and the University shall not be liable for any costs associated with termination caused by lack of state funding.

BANKRUPTCY OR INSOLVENCY

Upon filing for any bankruptcy or insolvency proceeding by or against the Seller, whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the Seller must notify the University immediately. Upon learning of any such actions, the University reserves the right, at its sole discretion, to either cancel the purchase order or affirm the purchase order and hold the Seller responsible for damages.

INVENTIONS, PATENTS AND COPYRIGHTS

The Seller shall defend, protect, and hold harmless the University, its officers, agents, and employees against all suits of law or in equity resulting from patent and copyright infringement concerning the Seller’s performance or products produced under the terms of the purchase order.

NON-DISCRIMINATION AND AFFIRMATIVE ACTION

In connection with the furnishing of equipment, supplies, and/or services under the purchase order, the Seller and all subcontractors shall agree not to discriminate against recipients of services or employees or applicants for employment on the basis of race, color, religion, national origin, sex, age, disability, or veteran status. If discrimination by a Seller is found to exist, the University shall take appropriate enforcement action which may include, but not necessarily be limited to, cancellation of the purchase order, suspension, or debarment by the University until corrective action by the Seller is made and ensured, and referral to the Attorney General’s Office, whichever enforcement action may be deemed most appropriate.

AMERICANS WITH DISABILITIES ACT

In connection with the furnishing of equipment, supplies, and/or services under the purchase order, the Seller and all subcontractors shall comply with all applicable requirements and provisions of the Americans with Disabilities Act (ADA). Revised: 06/26/02

TRUMAN STATE UNIVERSITY – CONDITIONS OF PURCHASE

This purchase order expresses the complete agreement of the parties and performance shall be governed solely by the specifications and requirements contained herein. Any change must be accomplished by a formal signed amendment prior to the effective date of such change.