Purchase Order Terms and Conditions
1. Offer/Acceptance. If this purchase order (“PO”) refers to vendor’s bid or proposal, this PO is an
or understanding, except as expressly set forth herein. Vendor shall (a) provide and keep in force workers'
ACCEPTANCE of vendor’s OFFER TO SELL in accordance with the terms and conditions of the
compensation and unemployment compensation insurance in the amounts required by law, (b) provide
“solicitation” identified in vendor’s bid or proposal. The solicitation includes an RFP, IFB, or any other
proof thereof when requested by buyer, and (c) be solely responsible for its acts and those of its employees
form of order by buyer. If a bid or proposal is not referenced, this PO is an OFFER TO BUY, subject to
vendor’s acceptance, demonstrated by vendor’s performance or written acceptance of this PO. Any
16. Communication. All communication concerning administration of this PO, prepared by vendor for
COUNTER-OFFER TO SELL automatically CANCELS this PO, unless a change order is issued by buyer
buyer’s use, shall be furnished solely to purchasing agent.
accepting a counter-offer. This PO shall supersede and control over any vendor form(s) or part(s) thereof
17. Compliance. Vendor shall strictly comply with all applicable federal and state laws, rules, and
included in or attached to any bid, proposal, offer, acknowledgment, or otherwise, in the event of
regulations in effect or hereafter established, including, without limitation, laws applicable to
inconsistencies or contradictions, regardless of any statement to the contrary in such form(s) or parts
discrimination and unfair employment practices.
18. Insurance. Vendor shall obtain, and maintain, at all times during the term of this PO, insurance as
2. Safety Information. All chemicals, equipment and materials proposed and/or used in the performance
specified in the solicitation, and provide proof of such coverage as requested by purchasing agent.
of this PO shall conform to the requirements of the Occupational Safety and Health Act of 1970. Vendor
19. Termination Prior to Shipment. If vendor has not accepted this PO in writing, buyer may cancel this
shall furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous
PO by written or oral notice to vendor prior to shipment of goods or commencement of services.
materials at the time of delivery.
20. Termination for Cause. (a) If vendor refuses or fails to timely and properly perform any of its
3. Changes. Vendor shall furnish products and/or services strictly in accordance with the specifications
obligations under this PO with such diligence as will ensure its completion within the time specified
and price set forth for each item. This PO shall not be modified, superseded or otherwise altered, except in
herein, buyer may notify vendor in writing of non-performance and, if not corrected by vendor within the
writing signed by purchasing agent and accepted by vendor. Each shipment received or service performed
time specified in the notice, terminate vendor's right to proceed with the PO or such part thereof as to
shall comply with the terms of this PO, notwithstanding invoice terms or acts of vendor to the contrary,
which there has been delay or a failure. Vendor shall continue performance of this PO to the extent not
unless this PO has been modified, superseded or otherwise altered in accordance with this section.
terminated and be liable for excess costs incurred by buyer in procuring similar goods or services
4. Delivery. Unless otherwise specified in the solicitation or this PO, delivery shall be FOB destination.
elsewhere. Payment for completed services performed and accepted shall be at the price set forth in this
Buyer is relying on the promised delivery date, installation, and/or service performance set forth in
PO. (b) Buyer may withhold amounts due to vendor as buyer deems necessary to reimburse buyer for
vendor’s bid or proposal as material and basic to buyer’s acceptance. If vendor fails to deliver or perform
excess costs incurred in curing, completing or procuring similar goods and services.(c) If after rejection,
as and when promised, buyer, in its sole discretion, may cancel its order, or any part thereof, without
revocation, or other termination of vendor's right to proceed under the CUCC or this clause, buyer
prejudice to its other rights, return all or part of any shipment so made, and charge vendor with any loss or
determines for any reason that vendor was not in default or the delay was excusable, the rights and
expense sustained as a result of such failure to deliver or perform as promised. Time is of the essence.
obligations of buyer and vendor shall be the same as if the notice of termination had been issued pursuant
5. Intellectual Property. Any software, research, reports, studies, data, photographs, negatives or other
to termination under §21.
documents, drawings or materials (collectively
21. Termination in Public Interest. Buyer is entering into this PO for the purpose of carrying out the
“materials”) delivered by vendor in performance of its
public policy of the State, as determined by its Governor, General Assembly, and Courts. If this PO ceases
obligations under this PO shall be the exclusive property of buyer. Ownership rights shall include, but not
to further the public policy of the State, buyer, in its sole discretion, may terminate this PO in whole or in
be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the
part and such termination shall not be deemed to be a breach of buyer’s obligations hereunder. This section
materials. Vendor shall comply with all applicable Cyber Security Policies of the State of Colorado (the
shall not apply to a termination for vendor’s breach, which shall be governed by §20. Buyer shall give
“State”), or buyer, as applicable, and all confidentiality and non-disclosure agreements, security controls,
written notice of termination to vendor specifying the part of the PO terminated and when termination
and reporting requirements.
becomes effective. Upon receipt of notice of termination, vendor shall not incur further obligations except
6. Quality. Buyer shall be the sole judge in determining “equals” with regard to quality, price and
as necessary to mitigate costs of performance. For services or specially manufactured goods, buyer shall
performance. All products delivered shall be newly manufactured and the current model, unless otherwise
pay (a) reasonable settlement expenses, (b) the PO price or rate for supplies and services delivered and
accepted, (c) reasonable costs of performance on unaccepted supplies and services, and (d) a reasonable
7. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Title 4
profit for the unaccepted work. For existing goods, buyer shall pay (e) reasonable settlement expenses, (f)
(“CUCC”), relating to implied and/or express warranties are incorporated herein, in addition to any
the PO price for goods delivered and accepted, (g) reasonable costs incurred in preparation for delivery of
warranties contained in this PO or the specifications.
the undelivered goods, and (h) a reasonable profit for the preparatory work. Buyer’s termination liability
8. Inspection and Acceptance. Final acceptance is contingent upon completion of all applicable
under this section shall not exceed the total PO price plus a reasonable cost for settlement expenses.
inspection procedures. If products or services fail to meet any inspection requirements, buyer may exercise
Vendor shall submit a termination proposal and reasonable supporting documentation, and cost and pricing
all of its rights, including those provided in the CUCC. Buyer shall have the right to inspect services
data as required by CRS §24-106-101, upon request of buyer.
provided under this PO at all reasonable times and places. "Services" as used in this section includes
22. PO Approval. This PO shall not be valid unless it is executed by purchasing agent. Buyer shall not be
services performed or tangible material produced or delivered in the performance of services. If any of the
responsible or liable for products or services delivered or performed prior to proper execution hereof.
services do not conform to PO requirements, buyer may require vendor to perform the services again in
23. Fund Availability. Financial obligations of buyer payable after the current fiscal year are contingent
conformity with PO requirements, without additional payment. When defects in the quality or quantity of
upon funds for that purpose being appropriated, budgeted and otherwise made available. If this PO is
service cannot be corrected by re-performance, buyer may (a) require vendor to take necessary action to
funded in whole or in part with federal funds, this PO is subject to and contingent upon the continuing
ensure that future performance conforms to PO requirements and (b) equitably reduce the payment due
availability of federal funds for the purposes hereof. Buyer represents that it has set aside sufficient funds
vendor to reflect the reduced value of the services performed. These remedies do not limit the remedies
to make payment for goods delivered in a single installment, in accordance with the terms of this PO.
otherwise available in this PO, at law, or in equity.
24. Choice of Law. State laws, rules and regulations shall be applied in the interpretation, execution, and
9. Cash Discount. The cash discount period will start from the later of the date of receipt of acceptable
enforcement of this PO. The CUCC shall govern this PO in the case of goods unless otherwise agreed in
invoice, or from date of receipt of acceptable products/services at the specified destination by an
this PO. Any provision included or incorporated herein by reference which conflicts with such laws, rules,
authorized buyer representative.
and regulations is null and void. Any provision incorporated herein by reference which purports to negate
10. Taxes. Buyer and the State are exempt from all federal excise taxes under Chapter 32 of the Internal
this or any other provision in this PO in whole or in part shall not be valid or enforceable or available in
Revenue Code [No. 84-730123K] and from all State and local government sales and use taxes [CRS, Title
any action at law, whether by way of complaint, defense, or otherwise. Unless otherwise specified in the
39, Article 26, Parts I and II]. Such exemptions apply when materials are purchased for the benefit of
solicitation or this PO, venue for any judicial or administrative action arising out of or in connection with
State, except that in certain political subdivisions (e.g., City of Denver) vendor may be required to pay
this PO shall be in Denver, Colorado. Vendor shall exhaust administrative remedies in CRS §24-109-106,
sales or use taxes even though the ultimate product or service is provided to buyer. Buyer shall not
prior to commencing any judicial action against buyer.
reimburse such sales or use taxes.
25. Public Contracts for Services. [Not Applicable to offer, issuance, or sale of securities, investment
11. Payment. Buyer shall pay vendor for all amounts due within 45 days after receipt of products or
advisory services, fund management services, sponsored projects, intergovernmental POs, or
services and a correct notice of amount due. Interest on the unpaid balance shall begin to accrue on the
information technology services or products and services] Vendor certifies, warrants, and agrees that it
46th day at the rate set forth in CRS §24-30-202(24) until paid in full. Interest shall not accrue if a good
does not knowingly employ or contract with an illegal alien who will perform work under this PO and will
faith dispute exists as to buyer’s obligation to pay all or a portion of the amount due. Vendor shall invoice
confirm the employment eligibility of all employees who are newly hired for employment in the United
buyer separately for interest on delinquent amounts due, referencing the delinquent payment, number of
States to perform work under this PO, through participation in the E-Verify Program or the Department
day’s interest to be paid, and applicable interest rate.
program established pursuant to CRS §8-17.5-102(5)(c), Vendor shall not knowingly employ or contract
12. Vendor Offset. [Not Applicable to Inter-governmental POs] Under CRS §24-30-202.4 (3.5), the State
with an illegal alien to perform work under this PO or enter into a contract or PO with a subcontractor that
Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State
fails to certify to vendor that the subcontractor shall not knowingly employ or contract with an illegal alien
agencies for: (a) unpaid child support debts or arrearages; (b) unpaid balances of tax, accrued interest, or
to perform work under this PO. Vendor shall (a) not use E-Verify Program or Department program
other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of
procedures to undertake pre-employment screening of job applicants during performance of this PO, (b)
the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation
notify subcontractor and buyer within three days if vendor has actual knowledge that subcontractor is
Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial
employing or contracting with an illegal alien for work under this PO, (c) terminate the subcontract if
subcontractor does not stop employing or contracting with the illegal alien within three days of receiving
13. Assignment and Successors. Vendor shall not assign rights or delegate duties under this PO, or
notice, and (d) comply with reasonable requests made in the course of an investigation, undertaken
subcontract any part of the performance required under this PO, without the express, written consent of
pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If vendor
buyer. This PO shall inure to the benefit of and be binding upon vendor and buyer and their respective
participates in the Department program, vendor shall deliver to the buyer a written, notarized affirmation
successors and assigns. Assignment of accounts receivable may be made only upon written notice
that vendor has examined the legal work status of such employee, and shall comply with all of the other
furnished to buyer.
requirements of the Department program. If vendor fails to comply with any requirement of this provision
14. Indemnification. If any article sold or delivered under this PO is covered by a patent, copyright,
or CRS §8-17.5-101 et seq., buyer may terminate this PO for breach and, if so terminated, vendor shall be
trademark, or application therefore, vendor shall indemnify and hold harmless buyer from any and all loss,
liable for damages.
liability, cost, expenses and legal fees incurred on account of any claims, legal actions or judgments arising
26. Public Contracts with Natural Persons. Vendor, if a natural person eighteen (18) years of age or
out of manufacture, sale or use of such article in violation or infringement of rights under such patent,
older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise
copyright, trademark or application. If this PO is for services, vendor shall indemnify, save, and hold
lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS
harmless buyer, its employees and agents, against any and all claims, damages, liability and court awards
§24-76.5-101 et seq., and (c) has produced a form of identification required by CRS §24-76.5-103 prior to
including costs, expenses, and attorney fees and related expenses, incurred as a result of any act or
the date vendor delivers goods or begins performing services under terms of the PO.
omission by vendor, or its employees, agents, subcontractors or assignees, arising out of or in connection
27. Protection of Minors. Colorado School of Mines is committed to the safety of all individuals in its
with performance of services under this PO.
community and has implemented a Policy on the Protection of Minors
15. Independent Contractor. 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 deemed to be an agent or
Contractor affirms that that they are aware that individuals under the age of 18 may be present on campus
employee of buyer. Vendor and its employees and agents are not entitled to unemployment insurance or
during the performance of this contract and the Contractor has taken reasonable precautions regarding their
workers compensation benefits through buyer and buyer shall not pay for or otherwise provide such
employees, volunteers, or participants to protect the safety and wellbeing of minors and ensure compliance
coverage for vendor or any of its agents or employees. Unemployment insurance benefits will be available
with applicable laws. By signing this agreement, the Contractor certifies that they are aware of, and will
to vendor and its employees and agents only if coverage is made available by vendor or a third party.
comply with, all aspects of the Colorado School of Mine’s Policy on the Protection of Minors found at
Vendor shall pay when due all applicable employment, income, and local head taxes incurred pursuant to
this PO. Vendor shall not have authorization, express or implied, to bind buyer to any agreement, liability