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Business | Terms and Conditions - Computer Equipment

Standard Terms and Conditions For Computer Equipment and Software
Invitation to Bid, Request for Quotation, Purchase & Field Order Contracts

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THE PURCHASE ORDER CONTRACT INCLUDES THE FOLLOWING TERMS AND CONDITIONS AND INCLUDES, BUT IS NOT LIMITED TO THE BID REQUEST, REQUEST FOR QUOTATIONS SPECIFICATIONS, PLANS AND PUBLISHED RULES AND REGULATIONS OF THE DEPARTMENT OF INFORMATION SERVICES AND THE LAWS OF THE STATE OF WASHINGTON, WHICH ARE HEREBY INCORPORATED BY REFERENCE.

(1) Acceptance: THIS ORDER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS AND CONDITIONS STATED HEREIN, ALL ADDITIONAL OR DIFFERENT TERMS PROPOSED BY VENDOR ARE OBJECTED TO AND HEREBY REJECTED, UNLESS OTHERWISE PROVIDED IN WRITING BY THE CUSTOMER.

(2) Anti trust: Vendor and Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact borne by the purchaser. Therefore, Vendor hereby assigns to Purchaser any and all claims for such overcharges.

(3) Assignments: The provisions or monies due under this order shall only be assignable with prior written consent of Purchaser.

(4) Brands: Special brands, when named, are to indicate the standard or quality, performance, or use desired. Bids on Vendor's equal will be considered provided Vendor specifies brand, model, and the necessary descriptive literature. In the event Purchaser elects to contract for an alternate purported to be an equal by the bidder, the acceptance of the item will be conditioned on Purchaser's inspection and testing after receipt. If, in the sole judgment of Purchaser, the item is determined not to be an equal, the material shall be returned at the Vendor's expense and this order terminated.

(5) Changes: No alteration in any of the terms, conditions, delivery, price, quality, quantities or specifications of orders under this Agreement will be effective without prior written consent of Purchaser's Purchasing Office.

(6) Default: The Vendor covenants and agrees that in the event suit is instituted by Purchaser for any default on the part of the Vendor, and the Vendor is adjudged by a court of competent jurisdiction to be in default, it shall pay to Purchaser all costs, expenses expended or incurred by Purchaser in connection therewith, and reasonable attorney's fees. The Vendor agrees that the Superior Court of the State of Washington shall have jurisdiction over any such suit, and that venue shall be laid in the County in which the Purchaser's principal offices are located.

(7) Delivery: For any exception to the delivery date specified on this order, Vendor shall give prior notification and obtain written approval thereto from the Purchaser's Purchasing Officer. With respect to delivery under the order, time is of the essence and the purchase order is subject to termination for failure to deliver on time.

The acceptance by Purchaser of late performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirement for the timely performance of any obligation remaining to be performed by Vendor.

(8) Handling: No charges will be allowed for handling, which includes, but is not limited to packing, wrapping, bags, containers. or reels, unless otherwise stated herein.

(9) Identification: All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting this order shall contain the applicable purchase order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this order; indicating the content therein.

(10) Infringements: Vendor agrees to protect and save harmless Purchaser against all claims, suits, or proceedings for patent, trademark, copyright, or franchising infringement arising from the Purchaser, installation, or use of goods and materials ordered, and to assume all expenses and damages arising from such claims, suits, or proceedings.

(11) Liens, Claims and Encumbrances: Vendor warrants and represents that all the goods and materials supplied hereunder are free and clear of all liens. claims. or encumbrances of any kind.

(12) Non waiver by Acceptance of Variation: No provision of this order, or the right to receive seasonable performance of any act called for by the terms shall be deemed waived by a waiver by Purchaser of a breach thereof as to any particular transaction or occurrence.

(13) Nondiscrimination and Affirmative Action: The Vendor agrees not to discriminate against any client, employee, or applicant for employment or services because of race, creed, color, national origin, sex, marital status, age, or the presence of any sensory, mental, or physical handicap with regard to but not limited to, the following: employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation, selection for training rendition of services. It is further understood that any vendor who is in violation of this clause or any applicable affirmative action program shall be barred forthwith from receiving awards of any purchase order from the state unless a satisfactory showing is made that discriminatory practices or noncompliance with applicable affirmative action programs have terminated and that a recurrence of such acts is unlikely.

(14) Off Shore Items: In accordance with Chapter 39.25 RCW, upon completion of this order, Vendor shall furnish a certified statement setting forth the nature and source of off shore items in excess of $2,500 which have been utilized in the performance of this order.

(15) Payments, Cash Discount, Late Payment Charges: Invoices will not be processed for payment nor will the period of computation for cash discount commence until receipt of a properly completed invoice or invoiced items are received whichever is later. If an adjustment in payment is necessary due to damage or dispute, the cash discount period shall commence on the date final a approval for payment is authorized. If a discount is made available for this order, but the invoice does not reflect the existence of a cash discount, Purchaser is entitled to a cash discount with the period commencing on the date it is determined by Purchaser that a cash discount applies. Under Chapter 68, Laws of 1981, if purchaser fails to make timely payment, vendor may invoice for one percent per month on the amount overdue, or a minimum of one dollar. Payment shall not be considered late if a check or warrant is available or mailed within the time specified, or if no terms are specified, within thirty days. Normally payments to vendors will be remitted by mail. The Purchaser shall not honor drafts. nor accept goods on a sight draft basis.

(16) Price Warranty for Commercial Items: Vendor warrants that prices charged to Purchaser are based on Vendor's current catalog or market prices of commercial items sold in substantial quantities to the general public and prices charged do not exceed those charged by Vendor to other customers purchasing the same item in like or comparable quantities.

(17) Prices: If price is not stated on this order, it is agreed that the goods shall be billed at the price last quoted or paid, or the prevailing market price, whichever is lower.

(18) Rejection: All goods or materials purchased herein are subject to approval by Purchaser. Any rejection of goods because of nonconformity to the terms and specifications of this order, whether held by Purchaser, or returned, will be at Vendor's risk and expense.

(19) Risk of Loss: Regardless of FOB Point, Vendor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered herein which occur prior to delivery; and such loss, injury, or destruction shall not release Vendor from any obligation hereunder.

(20) Safety and Health Requirements: Vendor agrees to comply with the conditions of the Federal Occupational Safety and Health Act of 1970 (OSHA), the Washington Industrial Safety and Health Act of 1973 (WISHA), and the standards and regulations issued thereunder and certifies that all items furnished and purchased under this order will conform to and comply with said standards and regulations. Vendor further agrees to indemnify and hold harmless purchaser from all damages assessed against purchaser as a result of Vendor's failure to comply with the Acts and the standards issued thereunder and for failure of the items furnished under this order to so comply.

(21) Save Harmless: Vendor shall protect, indemnify, and save Purchaser harmless from and against any damage, cost, or liability for any injuries to persons or property arising from acts or omissions of Vendor, its employees, agents, or subcontractors. howsoever caused.

(22) Shipping Instructions: Unless otherwise specified, all goods are to be shipped prepaid, FOB Destination. Where shipping addresses indicate room numbers, it will be up to the Vendor to make delivery to that location at no additional charge. Where specific authorization is granted to ship goods FOB Shipping Point, Vendor agrees to prepay all shipping charges, route as instructed or if instructions are not provided, route by cheapest common carrier, and to bill Purchaser as a separate item on the invoice for said charges, less federal transportation tax. Each invoice for shipping charges shall contain the original or a copy of the bill indicating that the payment for shipping has been made it is also agreed that Purchaser reserves the right to refuse COD shipments.

(23) Taxes: Unless otherwise indicated, Purchaser agrees to pay all State of Washington sales or use tax. No charge by Vendor shall be made for federal excise taxes, and Purchaser agrees to furnish Vendor, upon acceptance of goods or materials supplied under this order, with an exemption certificate.

(24) Termination: In the event of a breach by Vendor of any of the provisions of this order, Purchaser reserves the right to cancel and terminate this order forthwith upon giving oral or written notice to vendor. Vendor shall be liable for damages suffered by Purchaser resulting from Vendor's breach of contract.

(25) Warranties: Vendor warrants that goods and materials supplied under this order conform to specifications herein and are fit for the purpose for which such goods and materials are ordinarily employed; except if that if a particular purpose is stated, the goods and materials must then be fit for that particular purpose. Vendor and Purchaser agree that this order does not exclude, or in any way limit, other warranties provided for in this agreement by law.