Terms and Conditions
By fulfilling the Purchase Order, Vendor agrees to be bound by the Terms and Conditions without revision or alteration unless mutually agreed by the District and Vendor in writing. In no event shall Vendor revise, supplement, delete or change the Terms and Conditions through any standardized terms, conditions, or requirements provided by Vendor unless accepted in writing by District.
- DEFINITIONS - The Santa Clarita Community College District shall be hereinafter referred to as the District and the Vendor shall be hereinafter referred to as the Supplier. The term PO shall refer to the Purchase Order included with the Terms and Conditions which, along with these Terms and Conditions, constitute a valid and complete contract between the District and the Supplier.
- LIMITATIONS OF PAYMENTS - Prices and amounts shown herein are the maximum amounts authorized for payment under the PO and therefore represents full and complete payment for all goods and/or services provided by Supplier. In no event shall Supplier be entitled to any additional payment for any cost related to the goods and/or services provided to the District pursuant to this PO unless approved in writing by the District. Payment will only be due and owing by District to Supplier upon successful delivery of the goods and/or services required by this PO, to be determined at the sole discretion of the District.
- INVOICES - Separate invoices are required for each PO. Invoices shall be submitted in duplicate, unless otherwise specified, and shall contain the following information: PO number, item number, item description, quantity, unit price and extended totals for items delivered. Sales tax, where applicable, shall be shown separately. Handling/delivery charges shall be identified in accordance with Section 6 (Shipping). Invoices shall be paid on a “net 30” day basis. Failure to enter the above information on the invoice shall cause a delay in payment. Unless otherwise specified, payment shall be made on partial deliveries accepted by the District.
- VARIATIONS OR SUBSTITIONS - No variation in the quantity of any item called for by this PO shall be accepted, unless agreed to and specified established in writing in this PO by the District. All goods and services must be as specified. No substitutes will be accepted without prior approval from the District.
- DISCOUNTS - In connection with any discount offered, the discount period shall begin on the date of delivery and acceptance at destination, and/or the date the correct invoice is received in the Accounts Payable office, and/or on the date final approval for payment is authorized if an adjustment in payment is necessary due to damage, whichever is later. Nothing herein shall be construed as requiring the District to accept any late deliveries or damaged product. The District, at its sole discretion, may accept such product with the appropriate discount or reject the product at no cost to the District.
- SHIPPING - Unless otherwise specified, all goods are to be shipped prepaid, O.S. destination. Where specific authorization is granted by the District in writing to ship goods F.O.B. shipping point, the Supplier shall prepay all shipping charges, route goods by the cheapest way (unless authorized to ship by other means) and bill the District for the actual handling/delivery charges paid. Invoices containing handling/delivery charges shall include either the original or a copy of the prepaid bill of lading. Claims for handling/delivery charges which are not properly supported will not be paid. This does not apply to U.S. Mail or U.P.S. charges.
- RECEIVING HOURS - Goods will only be received Monday through Friday, 6:30 a.m. to 12:00 p.m. and 1:00 p.m. to 3:00 p.m. Closed on holidays.
- INSPECTION AND ACCEPTANCE - Inspection and acceptance will be at destination, unless otherwise provided. Regardless of the F.O.B. point, the Supplier 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 the Supplier from an obligation hereunder.
- PACKAGING - All items shall be prepared and packed for shipment in a manner that will prevent damage in transit. The District is not liable for extra charges for packing or cartage unless specified elsewhere in this order. Supplier shall mark the PO number on each container.
- CAL-OSHA - The Supplier certifies, by shipment, that all equipment furnished under this order meets or exceeds applicable CAL-OSHA codes.
- WARRANTY - The Supplier agrees that all goods or services furnished under this order shall be covered by the most favorable commercial warranties the Supplier provides any customer for such goods or services, and that the rights and remedies provided therein are in addition to and do not limit any rights afforded to the District by any other provisions of the PO. Such warranties shall be in addition to, and in no way shall revise or limit, the indemnity requirements provided below.
- EXCUSABLE DELAYS - The Supplier shall be excused from performance hereunder during the time and to the extent that he is prevented from obtaining, delivering, or performing by act of God, fire, strike, lockout, or commandeering of materials, products, plants, or facilities by the government, when satisfactory evidence thereof is presented to the District, provided that it is satisfactorily established that the non-performance is not due to the fault or neglect of the party not performing.
- INDEPENDENT CONTRACTOR - While providing the goods or services ordered herein, the Supplier is an independent contractor and not an officer, employee, or agent of the District. Supplier assumes the full responsibility for the acts and/or omissions of Supplier’s employees or agents as they relate to the services to be provided under the PO. Supplier shall assume full responsibility for payment of any applicable wages and all federal, state and local taxes or contributions, including unemployment insurance, workers’ compensation insurance, social security and income taxes for the respective Supplier’s employees.
- ELECTRONIC AND INFORMATION TECHNOLOGIES- HARDWARE AND SOFTWARE I PERSONS WITH DISABILITIES - The Supplier hereby warrants that the products or services to be provided under this Agreement comply with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C.§794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 194. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services brought to its attention. Supplier further agrees to indemnify and hold harmless the Santa Clarita Community College District from any claim arising out of its failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a breach and be grounds for termination of the PO.
- HOLD HARMLESS - The Supplier shall defend, hold harmless and indemnify the District,
its officers, agents, and employees from all liability arising out of:
- Any and all claims under Workers’ Compensation acts and other employee benefit acts with respect to Supplier’s employees arising out of Supplier’s work under the PO.
- Liability for damages for (1) death or bodily injury to person; (2) injury to, loss or theft of property; (3) any failure or alleged failure to comply with any provision of law or (4) any other loss, damage or expense arising under either (1), (2), or (3) above, sustained by the Supplier or the District, or any person, firm or corporation employed by the Supplier or the District upon or in connection with the PO, except for liability resulting from the sole or active negligence, or willful misconduct of the District.
- Any loss, injury to or death of persons or damage to property caused by any act, neglect, default or omission of the Supplier, or any person, firm or corporation employed by the Supplier, either directly or by independent contract, including all damages due to loss or theft, sustained by any person, firm or corporation including the District, arising out of, or in any way connected with the services performed by Supplier in accordance with the PO, including injury or damage either on or off District property; but not for any loss, injury, death or damages caused by the sole or active negligence, or willful misconduct of the District.
- The Supplier, at its own expense, cost, and risk, shall defend any and all actions, suits, or other proceedings that may be brought or instituted against the District arising out of this Section that may be brought or instituted against the District, its officers, agents, or employees for any such claim or liability, and shall pay or satisfy any judgment that may be rendered against the District, its officers, agents or employees in any action, suit or other proceedings as a result thereof.
- NON-DISCRIMINATION - The Supplier does not discriminate on the basis of race, color, religion, nationality, national origin, ancestry, sex, gender, gender identity, gender expression, ethnicity, age, medical condition, mental or physical disability, marital status, sexual orientation, or Vietnam-era veteran status in its acceptance, assignment, treatment, evaluation, or compensation of students who participate in programs sponsored or arranged by the District.
- CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR OTHER INELIGIBILITY- (applicable
to all agreements funded in part or whole with federal funds).
- Supplier agrees to comply with applicable federal suspension and debarment regulations, including, but not limited to, regulations implementing Executive Order 12549 (29 F.R. Part 98).
- Supplier certifies to the best of its knowledge and belief that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; (2) Have not, within a three-year period preceding the receipt of this PO, been convicted of, or had a civil judgment rendered against them for: (a) Commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or Local) or private transaction or contract; (b) Violation of Federal or State antitrust statutes; (c) Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; or (d) Commission of any other offense indicated a lack of business integrity or business honesty that seriously and directly affects Suppliers present responsibility; (3) Are not presently indicted for, or otherwise criminally or civilly charged by any government entity (Federal, State or Local), with commission of any of the offenses enumerated in (2) above, of this certification; (4) Have not, within a three-year period preceding the receipt of this PO, had one or more public transaction (Federal, State or Local) terminated for cause or default; (5) Shall not, except as otherwise provided under applicable federal regulations, knowingly enter into any lower tier covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded by any federal department or agency from participation in such transaction; and (6) Include in all lower tier covered transactions, and all solicitations for covered transactions, provisions substantially similar to those set forth herein.