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Pepperdine University Purchase Order Standard Terms and Conditions

  1. APPLICABLE LAW: The contract resulting from this Order shall be governed by the laws of the State of California and the Uniform Commercial Code.
  2. 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 is purchasing.
  3. 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.
  4. 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.
  5. 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 in writing.
  6. 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 duty authorized agents is issued or incorporated herein.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. SAFETY/HAZARDOUS MATERIALS: Any 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.
  12. 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.
  13. 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 after wards.
  14. 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 detects 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.
  15. 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.
  16. RIGHT OF INSPECTION: The University shall have the right to inspect the goods at delivery before acceptance thereof.
  17. 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.
  18. DELAY IN SHIPMENT: 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.
  19. 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.
  20. 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.
  21. 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.
  22. DISCOUNTS: Cash discounts offered for 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.
  23. 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.
  24. 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.
  25. 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.
  26. 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.
  27. 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.
  28. VENUE: Both parties agree that the venue for any litigation which may arise from this Order shall lie in Los Angeles County, California.
  29. 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.
  30. STATE OF CALIFORNIA FRANCHISE TAX BOARD NONRESIDENT WITHHOLDING: Payments made to out-of-State vendors for services performed in California are subject to 7% state income tax withholding when payments exceed USD 1500 in a calendar year. Included are corporations, limited liability companies, and partnerships that do not have a permanent place of business in the state of California. Types of income subject to withholding include, but are not limited to, payments for services performed in California and payments of leases, rents and royalties for property (real or personal) located in California. No withholding is required on payments for goods. In addition a vendor will be issued a Form 592B at the end of the calendar year for all reportable withholdings.