Terms and Conditions
1. PROCUREMENT REQUIREMENTS
1.1 “University” shall mean Texas Woman’s University which is an agency of the State of Texas.
1.2 Vendor acknowledges, by signing any agreement documents and/or supplying the requested commodities and/or fulfilling the requested services that the Vendor has read and fully understands all terms and conditions. This includes the descriptive material contained herein, any additional written and signed agreement or purchase order, and all associated documents and amendments. The University disclaims any terms and conditions provided by the Vendor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Vendor, the terms and conditions provided herein shall prevail.
1.3 Vendor must comply with all rules, regulations and statutes relating to purchasing and contracting set forth by the State of Texas in addition to the requirements of this form.
1.4 Purchases made for University use are exempt from the Texas State Sales tax and Federal Excise tax. Tax exemption certificates are available upon request.
1.5 Vendor shall not assign, delegate or subcontract any purchase order or agreement or any rights resulting from a bid or proposal without the prior written consent of the University. Any attempt to the contrary shall be void and of no legal effect.
2.1 Unless otherwise specified, items shall be new and unused and of current production.
2.2 All electrical items must meet all applicable OSHA standards and regulations and bear the appropriate listing from a nationally recognized testing laboratory (NRTL). Acceptable NRTLs may be found at: http://www.osha.gov/dts/otpca/nrtl/index.html
2.3 Samples, when requested, must be furnished without expense to the University. If not destroyed in examination, they will be returned to Vendor on request and at Vendor’s expense. Each sample should be marked with Vendor’s name and address.
2.4 The University and the State of Texas will not be bound by any oral statement or representation contrary to the written specifications of this solicitation.
2.5 Manufacturer’s standard warranty shall apply unless otherwise stated in this solicitation.
2.6 The factors listed in Texas Government Code, Section 2155.074, 2155.144, 2156.007, 2157.003, shall also be considered in making an award when specified.
3.1 Delivery must be made to the ship to address located on the purchase order. Failure to deliver to the appropriate address will not be grounds for reimbursement of shipping costs.
3.2 If delay is foreseen, Vendor shall give written notice to University. Vendor must keep University advised at all times of status of order. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes University to purchase supplies elsewhere and charge full increase, if any, in cost and handling to defaulting Vendor.
3.3 No substitutions permitted without written approval of the University’s Procurement Services division.
3.4 Delivery shall be made during normal working hours only, unless prior approval has been obtained from ordering University.
3.5 Vendor shall bear all risk of loss on items covered by any resulting purchase order until final acceptance at the destination specified on the face of the purchase order, except for loss occasioned solely by the negligence of the University. Any “F.O.B.” designation does not vary the foregoing risk of loss provisions. Vendor shall replace any lost or damaged media containing licensed software or data upon request at a price not exceeding the reasonable cost of media duplication, packaging and shipping.
4. HAZARDOUS SUBSTANCE
4.1 “Hazardous Substance” means any pollutant, contaminant, hazardous or toxic substance or waste, solid waste, petroleum or any byproduct thereof, or any other chemical, substance or material listed or identified in or regulated by any Environmental Law. “Environmental Law” means any federal, state, local or other governmental statute, regulation, law or ordinance dealing with the protection of human health, natural resources and/or the environment now or hereafter in effect including, without limitation, any and all claims or causes of action based upon such governmental statute, regulation, law or ordinance. Vendor shall comply with all Environmental Laws. Vendor shall notify the University in writing of every article ordered or supplied under this Agreement or stored or used by Vendor on the University property that contains Hazardous Substances or substances for which the law requires a Material Safety Data sheet. Such notification shall be given prior to the shipment or introduction of such substances onto University property and shall include, at a minimum, information regarding the substance including but not limited to Material Safety Data Sheets. The University shall be able to, at all times, inspect any Hazardous Substances introduced, or intended to be introduced, onto University property by the Vendor.
5. CONTRACT VENUE
5.1 The agreement shall be governed, construed and interpreted under the laws of the State of Texas. Any legal actions must be filed in Denton County, Texas.
6. PAYMENT CLAUSES
6.1 The University’s payment terms are 30 days from receipt of a correct invoice or receipt of goods and/or services, whichever occurs last. The late payment rate established annually by the State of Texas shall be applicable after 30 days.
6.2 Invoices shall reference the Purchase Order Number or they will be returned unpaid.
6.3 Payment shall be made in accordance with Texas Government Code Chapter 2251.
6.4 Invoice must be addressed and mailed to Texas Woman’s University Procurement Services, PO Box 425439, Denton, Texas 76204-5439 or email to firstname.lastname@example.org. Failure to do so will delay payment.
7. PATENTS OR COPYRIGHTS
7.1 Vendor agrees to protect the University and the State of Texas from claims involving infringement of patents or copyrights.
8.1 Vendor is an independent contractor of the University and is not an employee, partner, joint-venture or franchise. Vendor is not entitled to participate in any employee benefit plan of the University. Vendor represents that it has other substantial sources of revenue, will file its tax returns and pay tax as an independent contractor for this relationship and will defend, indemnify and hold the University harmless from any claim to the contrary.
8.2 Vendor agrees to inform University of any violation of its obligations under this Agreement, and of any conduct of which it becomes aware related to the performance of the Vendor’s obligations under the Agreement by the company or any of its employees, agents or contractors, or by the University or any of its agents, employees or subcontractors, which a reasonable person would conclude may violate any of the legal or regulatory requirements identified herein or may represent or be the product of a conflict of interest.
8.3 Vendor has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the associated order.
8.4 Pursuant to Section 231.006(d) of the Texas Family Code, regarding child support, Vendor certifies that the individual or business entity named in this order is not ineligible to receive the specified payment and acknowledges that this order or contract may be terminated and payment may be withheld if this certification is inaccurate.
8.5 Under Section 2155.004 of the Texas Government Code, Vendor certifies that the individual or business entity named in this order or contract is not ineligible to receive the specified order or contract and acknowledges that this order or contract may be terminated and payment withheld if this certification is inaccurate.
9. DISPUTE RESOLUTION
9.1 Chapter 2260 of the Texas Government Code establishes a dispute resolution process for contracts involving goods, services, and certain types of projects. If Chapter 2260 applies to this purchase order, then the statutory dispute resolution process must be used by the Vendor to attempt to resolve all of its disputes arising under the Purchase Order.
10. FUNDING OUT CLAUSE
10.1 Any Purchase Order or agreement that crosses the current funded State of Texas Biennium may be cancelled with written notice by the University if funds are not appropriated by the State of Texas to the University.
11. AFFIRMATIVE ACTION
11.1 Vendor shall not maintain or provide racially segregated facilities for employees at any establishment under his/her control. Vendor agrees to adhere to the principles set forth in Executive Orders 11246 and 11375, Section 503 of the Rehabilitation Act of 1973, and USC 2012 (Disabled Veterans and Veterans of the Vietnam Era).
12. LIABILITY FOR INJURY
12.1 Vendor shall defend, indemnify and hold the University harmless against liability for personal injury and property damage caused by items or services furnished hereunder by Vendor, its subcontractors and agents.
13. ADVANCED TECHNOLOGY CLAUSE
13.1 The Vendor expressly acknowledges that a state agency cannot expend funds in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by person with visual impairments. Accordingly, Vendor represents and warrants to the University that any technology provided for purchase is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of:
13.1.1 Providing equivalent access for effective use by both visual and non-visual means;
13.1.2 Presenting information, including prompts used for interactive communications, in formats intended for non-visual use; and
13.1.3 Being integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired.