Purchase Order Terms and Conditions
1. GENERAL - This purchase order, including any continuation pages attached hereto, shall constitute Buyer's offer to Seller, and become a binding contract on the terms and conditions set forth herein, upon Seller's written acceptance thereof or commencement of performance. No revisions of this order or any of the terms and conditions thereof, with the exception of a current Master Services Agreement signed by both parties, shall be valid unless in writing and signed by an authorized representative of Buyer and no conditions stated by Seller in accepting or acknowledging this order shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless expressly accepted in writing by Buyer.
2. QUANTITY - The quantity of material ordered or released hereunder must not be exceeded and Buyer shall not be liable for and may reject any material delivered in excess of that so ordered or released.
3. PRICE - This purchase order must not be filled at higher prices than last quoted or charged without notice. If no price is stated on this order, Seller agrees to invoice at the lowest prevailing market price. In the event Seller during the performance of its obligations under this order reduces its price of materials supplied or services furnished of the same quantity, grade and quality, Seller agrees to give Buyer the benefit of such reduction in price.
4. DELIVERY - Delivery must be made within the time stated on this order, failing which Buyer reserves the right to purchase elsewhere, and Buyer may reject materials and services not delivered or furnished on dates specified on this order. If no date is specified Buyer may exercise said rights if delivery is not made within a reasonable time.
5. CONFORMING GOODS - Acceptance of all or any part of the goods shall not be deemed a waiver of Buyer's right either to cancel or to return all or any portion of the goods because of failure to conform to order, or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages. Such rights shall be in addition to any other remedies provided by law.
6. OTHER CHARGES - No charges will be allowed for packing, crating, drayage, or storage unless stated herein.
7. INSPECTION AND REJECTION - Materials and services purchased under this order are subject to Buyer's inspection and approval within a reasonable time after delivery. Buyer reserves the right to return at Seller's expense materials shipped or reject services furnished in excess of the requirements on this order, or defective materials or inadequate services not meeting the Buyer's specifications and standards, whether paid for or not.
8. INDEMNIFICATION - If Seller's work under the order involves operations by the Seller outside of Seller's premises Seller shall take all necessary precautions to prevent the occurrence of damage to persons or property during the progress of such work and shall indemnify and defend Buyer against all loss (including, but not limited to any property damage from pollution or contamination) which may result in any way from any act of omission on the part of Seller, its agents, employees or subcontractors, except to the extent that any such damage is due solely and directly to the negligence of the Buyer. The Seller will further indemnify, defend and save harmless Buyer, its officers, employees, agents and representatives from and against any and all liabilities, damages, claims, losses, costs or demands of every nature and kind arising out of injury to or death of any subcontractor, employee, agent, representative of invitee of the Seller or any subcontractor of the Seller while in, on or near the premises of the Buyer, however such injury or death may be caused, whether caused or alleged to be caused by the negligence of the Buyer or its agents, the conditions of the premises or otherwise. Seller also shall indemnify and defend Buyer from and against any and all claims, damages, liabilities or costs, including fines and penalties, arising out of or relating to any alleged violation of OSHA or any Environmental Law. After receipt of a claim or demand, Buyer may withhold from any amounts at the time payable to the Seller under the purchase order such sum or sums and for such period or periods that the Buyer may deem necessary to protect the Buyer against possible loss or expense, including attorney's fees, from or in connection with any such demand. If Seller is furnishing any materials or products which become a part of any material of Buyer, the Seller will further indemnify, defend and save harmless Buyer, its employees, agents and representatives from and against any and all liabilities, damages, claims, losses, costs or demands of every nature and kind arising out of injury or death of or property damage to any third person if said injury, death and/or property damage is in any way caused from any act or omission on the part of the Seller, its agents, employees, or subcontractors except to the extent that any loss or damages due solely and directly to the negligence of the Buyer. This indemnification includes but is in no way limited to any defect in materials, products and services in either manufacture or design.
9. INSURANCE REQUIREMENTS - Contractor/Vendor represents that it now carries, and agrees it will continue during the term of the Contract/Agreement to carry, as a minimum workers' compensation, commercial general and contractual liability and comprehensive automobile liability insurance with carriers reasonably satisfactory to Lehigh University in the following amounts, with Lehigh University named as an Additional Insured (except for workers' compensation):
1. Workers' Compensation
a. Statutory Employer's Liability: $500,000
2. Commercial General Liability (Public Liability) including:
a. Bodily Injury, Personal Injury and Property Damage: $1,000,000 per occurrence or claim
b. Blanket Contractual Included
c. Products and Completed Operations Hazard Included
d. Broad Form Property Coverage Included
3. Automobile Liability Insurance (owned/leased/hired/non-owned vehicles)
a. Bodily Injury and Property Damage: $1,000,000 Combined Single Limit
10. PROPERTY OF BUYER - It is agreed by the Seller that all original art work including, but not limited to, drawings, models, engravings, plates, dyes, progressive color proofs, electrotypes, positives, negatives and all other materials of a similar nature furnished and used by Seller in connection with the fulfillment of this order or any property created for use on this order shall become and remain the exclusive property of the Buyer unless otherwise specified on this order. Such shall be held and stored, and be maintained in good condition by the Seller, without charge and shall be used by Seller only for Buyer's work, and shall be returned promptly at Buyer's request.
11. TERMINATION - If Seller ceases to conduct its operations in the normal course of business, (including liability to meet its obligations as they mature) or if any proceedings under bankruptcy or insolvency laws is brought by or used against Seller, or a receiver for Seller is applied for, or an assessment for the benefit of creditors is made by Seller, Buyer may terminate this order without liability except for deliveries previously made or for goods covered by this order then completed and subsequently delivered in accordance with the terms hereof. If the goods covered by this order are standard stock merchandise, Buyer may terminate all or any part of the unshipped portion of this order at any time by written or telegraphic notice to Seller, and in such event Buyer shall have not further obligation for cancellation charges or otherwise except to make payment subject to other applicable terms hereof, for the goods actually shipped and in transit prior to such termination.
12. ENTIRE AGREEMENT - This contract contains the entire agreement of the parties. Reference to Seller's bids or proposals, if noted on this order, shall not affect the terms and conditions hereof, unless specifically provided to the contrary herein. This order may not be modified or terminated orally, and no claim notification, termination or waiver shall be binding on Buyer unless in writing signed by a dually authorized representative of Buyer. No modification or waiver shall be deemed affected by Seller's acknowledgment or confirmation containing other or different terms.
13. NON-DISCRIMINATION/EQUAL OPPORTUNITY/AFFIRMATIVE ACTION - Sellers doing business with Lehigh University shall be in full compliance with the Equal Opportunity Act of 1971. Additionally, Sellers doing business with Lehigh University shall comply with the University's policy, which both traditionally and currently, is that discrimination against any individual, for reason of race, color, creed, national origin, sex, sexual orientation, handicap or age is specifically prohibited. Seller agrees to abide by such policy.
The Seller shall not discriminate against any employee, applicant for employment, independent contractor or any other person because of race, color, religious creed, ancestry, national origin, age or sex. The Seller shall take affirmative action to insure that applicants are employed and that employees or agents are treated during employment without regard to their race, color, religious creed, handicap, ancestry, national origin, age or sex.
No contract, subcontract, or purchase order will knowingly be awarded by the University to any firm that violates state or federal non-discrimination laws and /or requirements. Minority vendors receive a share of University business. The University encourages its vendors to ensure that minority vendors receive a share of Seller's business.
14. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS - Seller shall be solely responsible for ensuring that its activities and the activities of its employees, agents and subcontractors, and their respective employees and agents (including all subcontractors) are in strict compliance with all applicable federal, state and local statutes, ordinances, regulations and rules including without limitation, the Occupational Safety and Hazard Act of 1970 ("OSHA") as amended and the standards and regulations issued thereunder and all other statutes, ordinances, regulations, rules, standards and requirements of common law relating to industrial hygiene and the protection of health and the environment (collectively referred to herein as the "Environmental Laws").
15. RELATIONSHIP OF PARTIES - Seller agrees and acknowledges that it is an independent contractor and shall not be construed as an employee or agent of Buyer.
Seller acknowledges that LEHIGH is the sole owner of any LEHIGH-proprietary information disclosed to PROVIDER by LEHIGH, and that such information is the exclusive property of LEHIGH. Nothing contained in this Agreement shall be deemed to convey to the Seller or any other party, any right, title, or interest in such information.
Except as authorized by this Agreement, Seller shall not copy, reproduce, duplicate, reverse engineer, transfer, or distribute the information, without prior, written request of, and written consent by LEHIGH. Except as authorized by this Agreement, or unless otherwise required by law, Seller shall not resell, reproduce, reuse, disclose, transfer, or distribute any of the information to a third party, except to those whose duties reasonably relate to the legitimate business purpose for which the information is provided to Seller.
Seller agrees that (i) LEHIGH’S information is, and will remain the sole property of LEHIGH; (ii) it will take all reasonable and necessary measures to prevent the unauthorized transfer or disclosure to, or use by, any third party, not a party to this Agreement; (iii) the terms and conditions of this Agreement apply to all of Seller’s employees, agents, and Seller’s authorized by Seller to have access to LEHIGH’S information, and (iv) it may not use the information other than to fulfill its obligations under this Agreement.
LEHIGH shall not publish, or otherwise disclose except to the Seller, and the Seller shall not publish or otherwise disclose, except to LEHIGH, any information or data obtained hereunder from private individuals, organizations or public agencies, in a publication whereby the information or data furnished by any particular person or establishment can be identified, except with the prior written consent of such person or establishment.
Seller shall instruct its employees to use at least the same degree of care as it uses with its own data and to keep confidential any information concerning LEHIGH and faculty, staff, or student data, the business of LEHIGH, it’s financial affairs, relations with students and employees, as well as any other information which may be specifically classified as confidential by LEHIGH in writing to the Seller. All federal and state regulations and statutes related to privacy, security and confidentiality shall be applicable to the Seller. Specifically, the Seller shall have an appropriate agreement and instructions with its employees to that effect, provided, however that the foregoing will not apply to:
a) Information, which LEHIGH has released in writing from being maintained in confidence.
b) Information which at the time of disclosure is in the public domain by having been printed and published and available to the public in libraries or other public places where such data is usually collected.
c) Information, which, after disclosure, becomes part of the public domain as defined above, through no act of the Seller.