Pepperdine University Purchase Order Standard Terms and Conditions
- 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
- 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 in writing.
- 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.
- 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
- 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
- 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: 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.
- 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 after wards.
- 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.
- 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 thereof.
- 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: 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 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
- 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.