Pepperdine University Purchase Order Standard Terms and Conditions (Goods)
APPLICABLE LAW: The contract resulting from this Order shall be governed by the laws of the State
of California and the Uniform Commercial Code.
DEFINITIONS: Wherever used throughout this Order, the term "University" shall mean Pepperdine
University, a nonprofit, public benefit corporation. The term "Buyer" shall mean the
University Purchasing Office Buyer, or the Purchasing and Contracts Administrator.
The term "Seller" shall mean the supplier of the goods and/or services which the University
NON-DISCRIMINATION IN EMPLOYMENT: The Seller agrees not to discriminate in any manner against an employee or applicant
for employment in accordance with the Americans with Disabilities Act.
ACCEPTANCE: This Order is University's offer to purchase the goods and/or services described
herein from Seller. Placement of this Order is expressly conditioned upon Seller's
acceptance of the terms and conditions of purchase as printed on or attached to this
Order, or incorporated herein by reference.
DIFFERING TERMS: Any additional or different terms or conditions which may appear in any communication
from Seller are hereby expressly objected to and shall not be effective or binding
unless specifically agreed to in writing by Buyer. No such additional or different
terms or conditions contained in any printed form of Seller shall become part of this
Order despite Buyer's acceptance of goods and/or services, unless such acceptance
specifically recognizes and assents to their inclusion herein. Such assent must be
OBJECTIONS/MODIFICATIONS: Any objection to and/or modifications of the Terms and Conditions, Specifications
or quantities hereof shall be ineffective unless Buyer is advised in writing thereof
within ten (10) days of the date of this Order, and a Change Order or written agreement
signed by both of the parties or their duly authorized agents is issued or incorporated
NO WAIVER: No waiver by Buyer of any breach of any of the provisions of this Order by the Seller
shall in any way be construed to be a waiver of any future breach or bar the University's
right to insist on strict performance of the provisions of this Order.
FORCE MAJEURE: Neither Seller nor the University shall be held responsible for any losses resulting
if the fulfillment of any terms or provisions of the Order is delayed or prevented
by any cause not within the control of the party whose performance is interfered with
and which by the exercise of reasonable diligence said party is unable to prevent.
PATENT INDEMNITY: The Seller shall defend, indemnify and hold the University, its officers, agents,
and employees, harmless from all liability of any nature or kind, including costs
and expenses, for infringement or use of any copyrighted or not copyrighted composition,
secret process, patented or not patented invention, article or appliance furnished
or used in connection with this Purchase Order.
PROPERTY OF THE UNIVERSITY: All plates, artwork. negatives, dies or products created to produce a contracted
good are considered to be the property of the University and therefore are to be delivered
to the University upon completion of this Purchase Order or upon demand, and at no
extra cost to the University.
SAFETY/HAZARDOUS MATERIALS: All equipment, goods, and/or services sold to the University shall conform to the
general safety orders of the State of California CAL/OSHA. For all goods which qualify
with the State of California to require a Material Safety Data Sheet (MSDS), two copies
of the MSDS must be sent to the Buyer before shipment of the goods by the Seller.
In the event the goods or equipment do not conform to CAL/OSHA standards, Buyer may
return them for correction or replacement at the Seller's expense. In the event Seller
fails to make the correction or effect replacement within thirty (30) days of return
or written notification, Buyer may effect correction or replacement through another
source at Seller's expense.
SELLER TO PACKAGE GOODS: Seller shall package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows; (a) Seller's name and
address; (b) Consignee name, address and the Purchase Order Number; (c) Container
number and total number of containers; and (d) the number of the container bearing
the packing slip. Unless otherwise specified, Seller shall bear the cost of packing,
packaging and preparation for shipment.
QUALITY/SUBSTITUTION STANDARDS: Seller must fully comply with all provisions of this Order as to time and place of
delivery, quality, conformance to the Specifications, and performance/suitability
of the goods for their intended purpose. If nonconforming goods are tendered, this
shall constitute a breach of this Order and Seller shall not have the right to substitute
a conforming tender, unless, the time for performance has not yet expired, in which
case, the Seller shall notify the Buyer in writing within five (5) days of the discovery
or notification of nonconformance of the goods, of Seller's intention to cure and
may then make a conforming tender if delivery can be made within the contract time
but not afterwards.
WARRANTY: Notwithstanding any other provision of this Order, Seller warrants that the goods,
supplies and/or services furnished shall be of the most suitable grade and exactly
as specified in this Order. Such warranty shall include performance, workmanship,
labor, materials, and Seller's design or engineering contributions. If a defect is
discovered in any items, goods, supplies and/or services specified in this Order,
Seller shall correct at his expense such defects as are reported within one year of
final acceptance. Upon expiration of the applicable warranty period, all such liability
shall terminate except for fraud, or such gross mistakes as amount to fraud, or latent
defects which indicate failure to comply with the terms of this Order.
SHIPPING INSTRUCTIONS: All goods are to be shipped freight prepaid, F.O.B. destination, unless otherwise
stated. Where Buyer has so authorized in writing, goods may be shipped F.O.B. shipping
point, but Seller shall prepay all shipping charges, route the goods by the least
expensive common carrier, or the carrier specified, and list said charges as a separate
item on Seller's invoice. Each invoice for shipping charges shall be accompanied by
the original or a copy of the bill indicating that such charges have been paid. The
University reserves the right to reject C.O.D. shipments. Seller shall not insure
goods for University's benefit during shipment except upon Buyer's written request,
or where the shipping mode is by U.S. Parcel Post.
RIGHT OF INSPECTION: The University shall have the right to inspect the goods at delivery before acceptance
DEFECTIVE GOODS: If the goods are received in a defective or damaged condition resulting from the
Seller's shipping or manufacturing process, the goods will be returned for replacement
at the Seller's expense.
DELAY IN SHIPMENT: Time is of the essence. If this Order cannot be completed by the date(s) specified,
the Buyer must be notified immediately, in writing, of reason(s) for the delay, and
anticipated date of delivery. The University reserves the right to hold Seller in
breach and cancel this Order if the delay is unacceptable and inexcusable.
TITLE AND RISK OF LOSS: The title and risk of loss of the goods shall not pass to the University until the
University actually receives, inspects and accepts the goods at the point(s) of delivery.
LIENS, CLAIMS AND ENCUMBRANCES: Seller warrants that all goods supplied under this Purchase Order will, when delivered,
be free and clear of all liens, claims and encumbrances of any kind.
PAYMENT TERMS: Unless otherwise stated on the face of this Order, the payment terms are NET 30 days.
Payment will be made by check by mail.
DISCOUNTS: Cash discounts offered for prompt payment will be computed from the date of receipt
of all of the items specified in this Order, or from the date a correct invoice is
received for payment by the University, whichever occurs later. Payment is deemed
to be made for the purpose of earning the discount, on the date the payment is mailed
by the University.
TAXES: Seller shall pay all taxes that may arise out of the sale of the goods to the University.
The University agrees to pay California State Sales or Use taxes at the prevailing
rate at the time of sale, or to provide Seller with an exemption certificate for purchases
so qualifying. For out of State purchases from vendors not holding a California Seller's
Permit, University will accrue and remit appropriate Use Tax.
COMPLETION OF PURCHASE ORDER: The University reserves the right to withhold payment until all items are received
and invoiced and this entire Order is completed.
RIGHT TO ASSURANCE: Whenever one party to this Order acting in good faith has reason to question the
other party's intent to perform, that party may demand in writing that the other party
give written assurance of their intent to perform. In the event that a written demand
is made and no assurance is given within five (5) days of receipt thereof, the demanding
party may treat this failure as an anticipatory repudiation of the contract formed
by this Order.
CANCELLATION: Buyer shall have the right to cancel for default all or any part of the undelivered
portion of this Order, if Seller breaches any of the terms hereof including warranties
of Seller, or if the Seller becomes insolvent, or commits acts of bankruptcy. Such
right of cancellation shall be in addition to not in lieu of any other remedies which
Buyer may have in law or equity.
TERMINATION OF PURCHASE ORDER: The University may terminate this Order and be relieved of payment for any consideration
to Seller, should Seller fail to perform the covenants contained herein at the time
and in the manner herein prescribed.
VENUE: Both parties agree that the venue for any litigation which may arise from this Order
shall lie in Los Angeles County, California.
THE PARTIES ACKNOWLEDGE: That this Order and any attachments hereto incorporated herein by reference, contains
the entire agreement between the parties. In the case of an inconsistency between
the Terms, Conditions and Specifications of this Order and any attachment(s) hereto,
the Terms, Conditions and Specifications of this Order shall govern.