Terms and Conditions Applicable to All Purchase Orders

 

Background
The following terms and conditions and any specifications, drawings, and additional terms and conditions which may be incorporated by reference or appended, are a part of the purchase order. By accepting the order, commencing work, or accepting payment or any part thereof, the Contractor agrees to and accepts all terms and conditions.

The goods provided under this purchase order must in all respects comply with the description on the purchase order and with the warranties of title, merchantability, and fitness as defined in the Uniform Commercial Code. In addition, if any item included in this purchase order is subject to any United States federal export control regulations, (other than EAR 99), the Vendor must include on its invoice all applicable federal export designations.  In addition, if any such item is listed on the United States Munitions List, the Vendor must notify the Director of Procurement at least 3 business days prior to delivery.  Failure to notify the Director may result in a refusal of delivery.

The Foundation has the right to inspect all goods before accepting them or paying for them. Goods are not considered to be accepted until the purchaser has had an opportunity to make a thorough inspection of the goods when they arrive at the destination. If this order involves personal services, the services must be rendered in a good and workmanlike manner in conformity with all applicable laws, rules, ordinances, and regulations, and, if applicable, the Contractor has or will obtain all legally necessary licenses or permits to perform such work.

This transaction must be consistent with New York State law. To the extent provided by law, Contractor will indemnify the Foundation for any claim made against the Foundation arising out of the goods or services provided by the Contractor.

Contractor shall at all times indemnify, defend and hold harmless Foundation, its officers, directors, employees, consultants, agents and representatives against all claims, causes of action, infringements, proceedings, demands, damages, losses, expenses, and liabilities of any kind whatsoever, including without limitation, legal expenses and attorneys’ fees, arising out of or resulting from the goods and/or services provided hereunder, including without limitation the death of or injury to any person or persons, or out of any damage to property resulting from the goods or services provided hereunder. Contractor, at its own expense, shall maintain in full force and effect commercial comprehensive general liability insurance, which shall protect Foundation and Contractor with respect to events covered in this paragraph:

If services are being provided to the Foundation by the Contractor, Contractor shall obtain and maintain the following insurance:

  1. Workers’ Compensation (including occupational disease) and Employer’s Liability: Statutory New York State Limits. Employers’ Liability minimum limit of $1,000,000. If contractor is a sole proprietor, please submit a Workers Compensation Exemption Certificate, CE-200. The CE-200 can be obtained from the Workers Compensation Board website.
  2. Disability Benefit Insurance as mandated by State law. If contractor is a sole proprietor, please submit a Workers Compensation Exemption Certificate, CE-200. The CE-200 can be obtained from the Workers Compensation Board website.
  3. Commercial General Liability: Bodily injury, Personal Injury, and Property Damage with minimum limit of minimum limit of $1,000,000 per occurrence and $3,000,000 aggregate. Limit may be provided through a combination of primary and umbrella/excess liability policies;
  4. Auto Liability (if applicable): $1,000,000 combined single limit Bodily Injury/Property Damage per each accident (including owned, hired, leased and non-owned autos);
  5. Professional Liability (medical care, if applicable): Limits of liability greater than $1,000,000 each claim and $3,000,000 aggregate.

This insurance shall be written by a company licensed to do business in New York State with a minimum A.M. Best rating of A-IX. Contractor shall notify Foundation by registered mail thirty (30) days prior to termination or material change of any policy.

If Contractor fails to maintain Insurance, Contractor shall promptly notify Foundation and Foundation reserves the right to issue a stop-work order until Contractor is in compliance with the above requirements.

The minimum coverage limit amounts and types of insurance coverage set forth in these Terms & Conditions shall not be construed in any manner whatsoever to limit the nature or extent of the Contractor’s responsibility and liability under the Purchase Order to indemnify, hold harmless and defend Foundation.

If a written contract already exists for these services between the Contractor and the Foundation, the insurance requirements in the written contract will take precedence over the Purchase Order Terms and Conditions.

Contractor shall provide a certificate of insurance to the Foundation with proof of above required insurance coverage(s), and include the Foundation as a primary and non-contributory additional insured on the Contractor’s commercial comprehensive general liability policy.

Pursuant to Circular A-110, article __.48, Contract Provisions, the following conditions will apply to this order.

(a) In the event of a violation or breach of these terms and conditions by Contractor, Foundation shall have the right to pursue any available remedy at law or equity including but not limited to withholding any payments to the Contractor for the purpose of set-off until such time as the exact amount of damages may be determined; suspending the agreement/order is established; or terminating the agreement/order.

(b) The Foundation may terminate this purchase order agreement: 1) upon thirty (30) days notice for any reason; or 2) if the Foundation has reason to believe that the Contractor is in breach of its obligations hereunder. Such termination shall be effective immediately upon receipt of official written notification from the Foundation.

(c) “Except as otherwise required by statute, an award that requires the contracting (or subcontracting) for construction or facility improvements shall provide for the recipient to follow its own requirements relating to bid guarantees, performance bonds, and payment bonds unless the construction contract or subcontract exceeds $100,000. For those contracts or subcontracts exceeding $100,000, the Federal awarding agency may accept the bonding policy and requirements of the recipient, provided the Federal awarding agency has made a determination that the Federal Government’s interest is adequately protected. If such a determination has not been made, the minimum requirements shall be as follows.

(1) A bid guarantee from each bidder equivalent to five percent of the bid price. The “bid guarantee” shall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of his bid, execute such contractual documents as may be required within the time specified.

(2) A performance bond on the part of the Contractor for 100 percent of the contract price. A “performance bond” is one executed in connection with a contract to secure fulfillment of all the Contractor’s obligations under such contract.

(3) A payment bond on the part of the Contractor for 100 percent of the contract price. A “payment bond” is one executed in connection with a contract to assure payment as required by statute of all persons supplying labor and material in the execution of the work provided for in the contract.

(4) Where bonds are required in the situations described herein, the bonds shall be obtained from companies holding certificates of authority as acceptable sureties pursuant to 31 CFR part 223, “Surety companies Doing Business with the United States.”

(d) When the value of the order is in excess of the small purchase threshold, the Contractor agrees that the Foundation, the Federal sponsoring agency or any of their duly authorized representatives shall have access to any of its books, documents, papers, and records which are directly related to this transaction for the purpose of making audits, examinations, excerpts, and transcriptions.

Equal Opportunity and Affirmative Action Provisions

The seller represents by acceptance of this purchase order, contract, subcontract or sales agreement that he/she will comply with the current final rules, amendments and provisions of Executive Orders 11246, 13496, the Rehabilitation Act of 1973, including Section 503, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, the 2002 Jobs for Veterans Act (JVA), and their implementing regulations at 41 CFR Part 60.

The seller shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex (including pregnancy, childbirth or related medical conditions), sexual orientation, gender identity or expression, transgender status, age, national origin, marital status, citizenship, physical and mental disability, criminal record, genetic information, predisposition or carrier status, status with respect to receiving public assistance, domestic violence victim status, a disabled, special, recently separated, active duty wartime, campaign badge, Armed Forces service medal veteran, or any other characteristics protected under applicable law.

Further, the Company will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant.

This notice references 41 CFR 60-300.5(a) AND 41 CFR 60-741.5(a) by citation:

"This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) AND 60-741.5(A).  These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities."

Information on these requirements can be found at http://www.dol.gov/ofccp/ and http://www.dol.gov/olms/regs/compliance/EO13496.htm.

Certification Regarding Debarment or Suspension
(1) CONTRACTOR certifies that, to the best of its knowledge and belief, that CONTRACTOR and/or any of its Principals, are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by a Federal agency.

(2) CONTRACTOR shall provide immediate written notice to the Research Foundation of SUNY if it learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

The Purchase Order, including these terms and conditions, and any Blanket Release, if applicable, are intended to constitute a legal agreement and are legally binding upon all parties. The Blanket Purchase Projection is for estimate/projection use only, and is not intended to constitute any legal agreement or create any legal obligations.

E-Verify: Employment Eligibility Verification Optional Clause
If this purchase order is let under an Employment Eligibility Verification award, then this Agreement is subject to the requirements of Employment Eligibility Verification as articulated under FAR clause 52.222-54, commonly referred to as E-Verify, which requires the contractor to enroll in the E-Verify program and verify the work authorization of its employees.

Pursuant to the requirements, the contractor will enroll in the program by attesting to and submitting the required E-Verify Memorandum of Understanding (MOU) within thirty (30) days of Agreement execution. Contractor must submit evidence of enrollment to Foundation before any payments will be made. Failure to comply with this requirement will be considered a breach of this Agreement and will invoke a suspension or termination of this Agreement by the Foundation.

An Independent Contractor is not required to enroll in E-Verify if he/she is a sole proprietor with no employees, or is otherwise not required to comply with I-9 provisions. Nonetheless, if at any time Independent Contractor hires employees it must notify Foundation of the same and comply with this clause accordingly.

Notification of Employee Rights Under Federal Labor Laws
If the value of this PO is more than $10,000 and is funded from a prime federal contract over $100,000 it is incumbent upon the vendor/subcontractor to comply with 29 CFR Part 471, Appendix A to subpart A and flow-down the same to any sub-tier entity meeting the prescribed eligibility/threshold requirements.

Exhibit X
Exhibit X is a table of the U.S. federal government laws and implementing regulations, including A-110, Appendix A, that are applicable to Foundation contracts, agreements and purchase order terms and conditions. Exhibit X is not all inclusive of all applicable federal and state laws and regulations, and is subject to change as laws and regulations change. The Contractor must assure compliance with the requirements of Exhibit X, as applicable, to the work performed or for the goods and services provided under the purchase order. For more information, review the Guidance for Exhibit X document.

 

Contractor understands and agrees that they are subject to the terms and conditions outlined in this document. Contractor acknowledges, by its acceptance of this order, commencement of work hereunder, or acceptance of payment hereunder, that it has reviewed said terms and conditions and accepts the same as a condition of this order.