Standard Terms and Conditions
for Sealed Bids, Quotations and Purchase Orders
The purchase order includes the following terms and conditions and includes, but is not limited to: the sealed bids, quotations and specifications; plans and published rules and regulations of Eastern Washington University and of the Department of Enterprise Services; and the Laws of the State of Washington, which are hereby incorporated by reference.
Electronic Signature. A manually signed copy of the Terms and Conditions or any amendments or other transaction documents delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy.
1. CHANGES: No alteration in any of the terms, conditions, delivery, price, quality, quantities or specifications of this order will be effective without written consent of the Procurement Specialist.
2. HANDLING: No charges will be allowed for handling which include, but are not limited to: packing, wrapping, bags, containers or reels, unless otherwise stated herein.
3. DELIVERY: For an exception to the delivery date as specified on this order, vendor shall give prior notification and obtain written approval thereto from the Procurement Specialist. With respect to delivery under this order, time is of the essence and the order is subject to termination for failure to deliver as specified. The acceptance by the purchaser of the late performance with or without objection of reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by vendor.
4. PAYMENT, 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 that the final approval for payment is authorized. Under RCW 39.76, if purchaser fails to make timely payment. vendor may invoice for a minimum of one dollar or one percent per month on the amount overdue. 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. Send invoicing to the address provided on the purchase order.
5. 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 the purchaser as a separate item on the invoice of said charges. 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 the purchaser reserves the right to refuse COD shipments.
6. REJECTION: All goods or materials purchased herein are subject to approval by the purchaser. Any rejection of goods or material resulting because of nonconformity to the terms and specifications of this order, whether held by the purchaser or returned, will be at vendor’s risk and expense.
7. 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 contents therein.
8. INFRINGEMENTS: Vendor agrees to protect and save harmless the purchaser against all claims, suits or proceedings for patent, trademark, copyright or franchise infringement arising from the purchase, installation or use of goods and materials ordered, and to assume all expenses and damages arising from such claims, suits or proceedings.
9. WAIVER: EWU’s acceptance of non-conforming goods or services shall not constitute a waiver of any performance or obligation of the vendor still outstanding.
10. 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 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 or by law.
11. ASSIGNMENTS: The provisions or monies due under this contract shall only be assignable with prior written consent of the Director of Purchasing.
12. TAXES: Unless otherwise indicated, the purchaser agrees to pay all State of Washington sales or use tax. No charge by vendor shall be made for federal excise taxes and the purchaser agrees to furnish vendor, upon acceptance of articles supplied under this order, with an exemption certificate.
13. LIENS, CLAIMS AND ENCUMBRANCES: Vendor warrants and represents that all the goods and materials ordered herein are free and clear of all liens, claims or encumbrances of any kind.
14. 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. Such loss, injury or destruction shall not release vendor from an obligation hereunder.
15. SAVE HARMLESS: Vendor shall protect, indemnify and save the purchaser harmless from and against any damage, cost or liability for any injuries to persons or property arising from acts or omissions of vendor, his employees, agents or subcontractors, howsoever caused.
16. PRICES: If prices are 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.
17. TERMINATION: In the event of a breach by vendor of any of the provisions of this contract, the purchaser reserves the right to cancel and terminate this contract forthwith upon giving oral or written notice to vendor. Vendor shall be liable for damages suffered by the purchaser resulting from vendor’s breach of contract.
18. NON-DISCRIMINATION: The parties agree to be bound by applicable state and federal rules governing equal employment opportunity and nondiscrimination.
19. ANTI-TRUST: Vendor and the purchaser recognize that in actual economic practice overcharges resulting from anti-trust violations are in fact borne by the purchaser. Therefore, vendor hereby assigns to the purchaser any and all claims for such overcharges.
20. DEFAULT: The vendor covenants and agrees that in the event suit is instituted by the 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, he shall pay to the purchaser all costs, expenses expended or incurred by the 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 Spokane County, Washington.
21. BRANDS: When a special brand is named, it shall be construed solely for the purpose of indicating the standard of quality, performance or use desired. Brands of equal quality, performance and use shall be considered, provided vendor specifies the brand and model and submits descriptive literature, when available. Any bid containing a brand which is not of equal quality, performance or use specified must be represented as an alternate and not as an equal, and failure to do so shall be sufficient reason to disregard the bid.
22. 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 Procurement Specialist.
23. 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.