TERMS AND CONDITIONS
Please follow instructions at the end on how to send this signed form to Yeshiva University’s Procurement Dept.
You can access a Word document of this form by clicking here
(1) PRICES Purchase Order must be filled at no higher price than quoted or charged, or in effect at date of issuance. All delivery charges are to be prepaid. If Seller’s quoted prices for the goods covered by this order are reduced (whether in the form of a price reduction, close-out, rebate, allowances, or additional discounts offered to anyone) at time of any shipment. Seller agrees that the price to Buyer for such goods will be reduced accordingly and that Buyer will be billed at such reduced prices. Seller certifies that the prices herein are not higher than prices being charged to other organizations purchasing identical goods in smaller quantities at this particular time and do not discriminate against buyer.
(2) INSPECTION and ACCEPTANCE All materials and supplies furnished on this order will be subject to inspection and acceptance. If rejected, they will be held subject to the order of the shipper, who will assume accrued charges. This Purchase Order is valid only for the amount and quantity specified therein.
(3) INDEMNITY Seller agrees to indemnify, hold harmless, defend and protect Buyer against all liabilities, claims, or demands for injuries or damages to any person or property, including claims of patent, copyright or trademark infringement, and violation of law or regulation growing out of the performance of this contract. Seller further agrees to furnish upon Buyer’s request, insurance carrier’s certificates showing that Seller has Workman’s Compensation, Public liability and Property Damage Insurance coverage in amounts acceptable to Yeshiva University. Said certificates must set forth the amount of coverage, the number of the policy and the date of expiration. If the Seller is a self insurer, these certificates of the Department of Labor and Industry of the State in which said labor is to be performed bust be furnished by such Department directly to the Buyer.
(4) COD SHIPMENTS Unless otherwise herein agreed, Buyer will not accept COD shipments.
(5) WARRANTY In addition to and independent of manufacturer’s customary and usual warranty, Seller expressly warrants that all materials and work covered by this order: (a) shall be of good quality and workmanship and free from defects, latent or potent; (b) shall conform to the drawings, specifications, descriptions and samples furnished or specified by Buyer and: (c) shall, if a product of the Seller or produced or delivered in accordance with Seller’s specifications be suitable and sufficient for the specific intended purposes, and no materials may be substituted in lieu of those specified without Buyer’s written assent. This warranty shall survive any inspection, delivery, acceptance or payment by Buyer of the goods or services.
(6) MODIFICATION of PURCHASE ORDER This purchase order, together with any written instructions issued thereunder, contains the complete and final agreement between buyer and Seller and no agreement or other understanding in anyway purporting to modify the terms and condition thereof shall be binding upon Buyer unless made in writing and signed by the Buyer’s authorized representative. It is a condition of this order that any provisions printed or otherwise contained in any acknowledgment hereof, inconsistent with or in addition to the terms and conditions herein stated, and any alterations in this purchase order, shall have no force or effect, and that the Seller by such acknowledgment hereof agrees that any such provisions therein or any such alterations in this order shall not constitute any part of this contract of purchase and sale.
(7) CANCELLATION WITH CAUSE Buyer reserves the right to cancel this order partially or entirely, in event materials or work specified fail to confirm to the warranty as to quality (see 5 above), in event Seller fails to make deliveries as specified in this order or Buyer’s supplemental schedules or in event Seller breaches any other terms or conditions of this order. In the event of such cancellation, Buyer, without prejudice to any other rights available to it for breach of contract, shall have the right: (a) to refuse to accept delivery of material or performance of work; (b) to return to Seller any materials already accepted, to recover from Seller all payments made therefor and for freight, storage, handling and other expense incurred by Buyer and to be relieved from liability for any future payments to Seller; (c) to recover any advance payments to Seller for undelivered or returned materials of work to be performed and ;(d) to purchase elsewhere and charge Seller with any resultant losses. However, Seller shall not be liable for undelivered or returned materials of work to be performed and; (d) to purchase elsewhere and charge Seller with any resultant losses. However, Seller shall not be liable for delays or defaults in delivery due to causes beyond its control and without its fault or negligence. No returned materials shall be replaced without Buyer’s written replacement order.
(8) CANCELLATION WITHOUT CAUSE Buyer reserves the right to cancel this order, in whole or in part, at any time, without cause or default of Seller, and to make changes in specifications or requirements. Seller shall, upon Buyer’s request, immediately suspend shipments of materials and performance of work for reasonable periods. Any extension in times of delivery and performance, and any losses or damages resulting form such cancellations and suspensions, shall be equitably adjusted between Buyer and Seller and this order modified accordingly. However, Buyer shall not be liable for failure to accept material ordered or work to be performed arising from causes beyond Buyer’s reasonable control, such as floods, fires, court orders, strikes, work stoppages, or acts of governmental authorities.
(9) TRAINING Where the order consists of computer, laboratory, radiology other kinds of electronic, electrical or mechanical equipment or systems the Seller shall provide training and instruction to buyer’s operating employees, by manufacturer’s representatives, to enable those employees to operate such equipment or systems correctly, safely and efficiently. All equipment or systems shall be accompanied by manufacturer’s printed specifications, repair manual, written warranty, operating and training manuals and all other printed material provided by the manufacturer. Seller agrees to provide all of the above at no additional cost, unless agreed to the contrary in writing by the Buyer.
(10) SERVICE CONTRACT Where service contracts are offered, by Seller or manufacturer, on equipment or systems ordered by Buyer, Seller shall include in the sale such service contract to Buyer at the usual and customary charge, and the provision of said service contract shall be a condition of purchase and payment unless waived in writing by Buyer.
(11) ACKNOWLEDGMENT OF ORDER Either signing of the attached Acknowledgment copy of this purchase order or the shipment of goods or commencement of performance will not occur on or shortly after the date of receipt of the purchase order by the Seller, the Seller will provide the Buyer with written acknowledgment of this purchase order.
(12) OSHA All goods furnished hereunder shall be manufactured and shall perform in accordance with applicable prescribed standards of the Federal Occupational Safety and Health Act of 1970 in effect on the date of this purchase order.
(13) HAZARDOUS MATERIALS The Seller warrants that all materials ordered herein which have been classified by the Department of Transportation as hazardous materials for the purpose of transportation will be packaged, marked, labeled and shipped in accordance with the provisions of City, State and Federal Regulations.
(14) NONCONFORMING GOODS All goods not fully up to standard and not in compliance with the specifications hereof, or shipped contrary to instructions, or in excess of the quantities herein provided or substituted for goods described, or not shipped in containers conforming to Buyer’s specifications (or, in the absence of such specifications, in recognized standard containers), or allegedly violating any statute, ordinance, or administrative order, rule, or regulation, may be rejected by Buyer and returned or held at Seller’s expense and risk. Buyer may charge to Seller all expense of inspecting, unpacking, examining, recapping, storing, and reshipping any goods so rejected. The remedies hereinabove afforded to Buyer shall not be exclusive, but Buyer may hold Seller liable for any and all damages arising from any breach or default set forth above.
(15) FEDERAL PROCUREMENT ELIGIBILITY Seller hereby certifies that it has not been debarred, suspended or otherwise excluded from eligibility for federal procurement.
(16) DELEGATION, ASSIGNMENT Seller shall not delegate or assign any duties or claims under this order without buyer’s prior written consent. Any such delegation or assignment attempted without the previous written consent of the Buyer shall effect, at the option of the Buyer, a cancellation of all the Buyer’s obligation hereunder. All claims for moneys due or to become due from buyer shall be subject to deduction by Buyer, for any setoff or counterclaim arising out of this or any other of Buyer’s orders with Seller, whether such set off or counterclaim arose before or after any such assignment by Seller.
(17) WAIVER OF LIENS Seller hereby waives and relinquishes all liens and claims statutory or otherwise which Seller now has or may hereafter have as a result of labor done and materials furnished by Seller or Buyer in performance of the within order.
(18) TRADEMARK Unless authorized by the Buyer in writing, the trademark and trade name of the Buyer, or the name of the Buyer, is not to be used in the Seller’s advertising.
(19) ARBITRATION As a condition of this agreement, Buyer and Seller agree that any controversy or claim arising out of or relating to this contract, or the breach thereof, at the Buyer’s demand, shall be settled by arbitration before the American Arbitration Association by a single arbitrator sitting in New York, New York, in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.
(20) SEVERABILITY The unenforceability of any of the within Terms and Conditions shall not render any other provision, or the balance of this contract as a whole, unenforceable.
(21) During the performance of this contract, the contractor or vendor agrees to comply with the provisions of Executive order 11246 and the rules and regulations of the U.S. Secretary of Labor promulgated thereunder, including Section 503 of the Rehabilitation Act of 1973 and 38 U.S.C. Section 2012 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974. The contractor or vendor, by acceptance of this purchase order (or contract) certifies and warrants to Yeshiva University that it is an equal opportunity employer and does not discriminate on the basis of race, religion, creed, color, national origin, sex, age disability, veteran or disable veteran status, marital status, sexual orientation or citizenship status.
Company Name __________________________________________
Billing Address __________________________________________
Authorized Signature______________________________________
Name of Authorized Signature_______________________________
Title __________________________
Phone _________________________
Date__________________________
Please sign and fax this copy to (718) 430-8700 Attn: Agnes Basilone
OR email this as a pdf after signing to abasilon@aecom.yu.edu
OR mail it to:
Yeshiva University
Procurement
Jack and Pearl Resnick Campus
1300 Morris Park Avenue
Bronx, NY 10461-1926