1. General – Unless specified to the contrary in writing, on the face of the order or by attachment hereto, the following terms and conditions shall apply to the purchase of the goods and/or services listed on a Purchase Order. Washington University reserves the right to cancel all or selected line items of Purchase Order without penalty.
2. Prices – Any prices that are the direct result of quotations solicited by the Buyer, whether verbal or written, are firm and are not subject to change. Other prices may be changed only with the express permission of the Washington University Purchasing Services office.
3. Shipment – Goods shipped that are not priced in accordance with the Purchase Order or for which permission has not been granted to ship, are subject to return to the Seller at the Seller’s expense. Buyer shall not assume responsibility for goods shipped under these circumstances. Shipping terms shall be FOB Destination, Freight Prepaid and Allowed; unless stated differently on the Purchase Order.
4. Interpretation of Contract and Assignment – This contract shall be construed according to the laws of the State of Missouri. This contract or any rights, obligations, or duties hereunder may not be assigned by Seller without written consent of Washington University Purchasing Services office.
5. Patent Infringement – Seller will indemnify Buyer and all persons claiming under it against all claims and liabilities for actual or alleged infringements of any patent, trademark, or similar rights in connection herewith. Seller will be given adequate notice of any such claims and will be given full and exclusive control in the defense thereof.
6. Taxes – Unless otherwise noted Buyer is exempt from state, sales, use and Federal excise taxes.
7. Insurance – If any such work covered by this order is to be done on Buyer’s premises, Seller agrees to carry liability and Workmen’s Compensation insurance, satisfactory to Buyer. Upon request Seller will furnish written evidence of such insurance coverage: a) Worker’s Compensation (statutory); b) comprehensive general liability ($1 million minimum; c) professional liability if applicable ($1 million minimum) and d) commercial automobile liability ($1 million minimum).
8. Indemnification- Seller shall defend, indemnify and hold harmless Washington University against any and all suits, claims and expenses (including attorneys’ fees) for all liabilities, damages, expenses or losses caused by, or in any way arising out of use, sale or other disposition of Seller’s product or services, except those which result from the negligent act or omission of Washington University.
9. Impossibility – Whenever, due to fire, accident, labor dispute, or other circumstances beyond his control, delivery and acceptance on the prescribed date is impossible, Buyer may extend delivery until such circumstances or condition has been remedied. Conversely, whenever, due to fire, accident, labor dispute, or other circumstances beyond his control, delivery on the prescribed date is impossible, Seller shall promptly notify Buyer and Buyer may extend delivery until such circumstances have been remedied.
10. Warranty of Seller – Seller expressly warrants that all the goods and work covered by this order will conform to the specifications, drawings, samples or other description furnished or specified by Buyer, and will be merchantable of good material and workmanship and free from defect. Seller also warrants that all goods covered by this order which are of Seller’s design or are Seller’s standard product are in accordance with Seller’s specifications, and will be fit and sufficient for the purpose intended.
11. Non–Discrimination – The following are incorporated herein:
a. the nondiscrimination clause contained in Section 202, Executive Order 11246, as amended by Executive Order 11375, relative to Equal Employment Opportunity for all persons without regard to race, color, religion, sex or national origin, and any and all implementing rules and regulations prescribed by the Secretary of Labor with respect thereto; and (b) the provisions of the Americans with Disabilities Act of 1990 and of Section 504 of the Rehabilitation Act of 1973 prohibiting discrimination against qualified individuals with a disability or handicap.
b. Washington University encourages and gives full consideration to all applicants for admission, financial aid, and employment. The University does not discriminate in access to, or treatment or employment in, its programs and activities on the basis of race, color, age, religion, sex, sexual orientation, gender identity or expression, national origin, veteran status, disability or genetic information. Inquiries about compliance should be addressed to the University’s Vice Chancellor for Human Resources, Washington University, Campus Box 1184, One Brookings Drive, St. Louis, MO 63130.
12. Compliance with Laws – Seller represents and warrants that all materials and/or services furnished hereunder have been or will be manufactured or furnished in accordance and in compliance with the provisions of all applicable federal and/or state laws (including the Fair Labor Standards Act), all lawful orders, rules, and regulations issued thereunder, executive orders (including 29 CFR part 470), and regulation of any Executive Department of the Government.
13. OSHA Compliance – Seller shall comply with all applicable rules, regulations and requirements imposed under the Williams–Steiger Occupational Safety and Health Act of 1970 (OSHA), as amended, 29 USCS @651 et seq.
14. Hold Harmless – Seller hereby agrees to hold harmless and indemnify Washington University for all liabilities, damages, expenses or losses arising from its use, sale or other disposition of Seller’s product or service.
15. Inspection and Acceptance – No material received by Washington University pursuant to a Purchase Order shall be deemed accepted until the University has had reasonable opportunity to inspect said material. All material which is discovered to be defective or which does not conform to any specification of the Seller herein upon initial inspection or at any later time if the defects contained in the material were not reasonably ascertainable upon the initial inspection, may be returned at the Seller’s expense for full credit or replacement. No goods returned as defective shall be replaced without Buyer’s Authorization. Such return shall in no way affect Buyer’s discount privileges.
16. Payment Terms – Net 30 days
17. Invoices: Fax invoices to 314–935–7070; Mail invoices to Accounts Payable, Campus Box 1056, 700 Rosedale Ave., St. Louis, MO 63112–1408. Questions relating to payment call 314–935–5750.
18. Purchase Order Number - Purchase Order number must be marked on the invoice and all packages. Supplier is responsible for any and all charges for failure to ship to correct address.
19. University Policies - Supplier agrees to adhere to the following University policies:
Supplier shall not utilize the Washington University name or logo without the express written permission of Washington University.
20. Health Insurance Portability and Accountability Act of 1996 (HIPAA) – Washington University has adopted a policy regarding the use or disclosure of Protected Health Information (PHI). The University may disclose PHI to a supplier or Business Associate ONLY if the University receives satisfactory assurances from the Business Associate that it will safeguard the PHI. These assurances are set forth in the form of the Business Associate Agreement.
21. F.A.R. 52.209-6: All purchase orders and contracts issued by Washington University are subject to F.A.R. 52.209–6. Supplier warrants that neither supplier nor its principals is presently debarred, suspended or proposed for debarment by the Federal Government. If awarded a contract, Supplier agrees to immediately inform Washington University if supplier or its principals becomes debarred or is suspended by the Federal Government.
22. Supplier Responsibilities - Supplier will discharge its responsibilities hereunder in accordance with the highest standards of professional and ethical competence and, in any event, with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and aim.
23. Background Checks - Supplier warrants that personnel working on Washington University's premises have undergone a criminal background screening. Supplier shall bear the cost of such screenings. Supplier shall not assign any supplier employee with a record of criminal conviction or suspended sentence (including pleas of guilty or no contest) to work on Washington University premises without prior University authorization. In considering whether to provide such authorization, the University will consider the nature of the conviction, the time elapsed, the nature of the assignment, and other relevant factors.
24. University Compliance Program and Reporting of Suspected Violations of Laws, Regulations, or University Policies – Washington University wants to ensure that none of its third–party vendors and service providers, or other contractors feel obligated to participate in activities they consider to be illegal or unethical. All staff, faculty, and contractors are required to comply with federal, state, and local laws and regulations, as well as University policies, including the University’s Code of Conduct, which can be found at www.codeofconduct.wustl.edu. The federal False Claims Act is intended to prevent and detect fraud, waste, and abuse of government funds. It is a violation of the federal False Claims Act for anyone to knowingly submit, or cause another person to submit, a false claim and receive government funds. Examples of actions that could violate the federal False Claims Act include overcharging the government for services rendered; filing a claim with the government for services that were not rendered; or filing a claim with the government with information known to be false. Anyone who knowingly or intentionally submits a false claim to the federal government is liable for civil penalties of $5,500 to $11,000 per claim, plus three times the amount of damage caused by the false claim. A contractor of the University who suspects a violation of the False Claims Act or any other federal, state, or local law, a University policy, or the University’s Code of Conduct is required to promptly report it by calling the University’s hotline at (314) 362–4998. Anyone who, in good faith, reports a suspected or actual violation of law, regulation, or University Code of Conduct or policy will be protected from retaliation and retribution as a result of such reporting, regardless of whether or not, after investigation, a violation is found to have occurred. If issues related to misuse of government funds are not addressed and resolved after reporting it to the University, the federal False Claims Act contains provisions that allow citizens with evidence of false claims against the government to sue, on behalf of the government, in order to recover the improperly charged funds. If the suit ultimately ends in a monetary judgment, the citizen may share in the damages recovered.
25. If applicable, seller shall abide by the requirements of 41 CFR 60-300.5(a) and 60-741.5(a). Those regulations prohibit discrimination against qualified protected veterans and individuals with disabilities, and requires affirmative action by seller to employ and advance in employment qualified protected veterans and disabled individuals.
26. Export Control Regulations - Before fulfilling this order, vendor must notify the University via e-mail (email@example.com and Gary_maus@wustl.edu to obtain authorization from University's Export Control Manager if any products, technical information, service, software, or source code (collectively referred to herein as "Articles") to be provided by vendor are controlled by the Department of State, Directorate of Defense Trade Controls, International Traffic in Arms Regulations (ITAR). This vendor notification shall include the name of the Washington University point of contact for the transaction, identify each ITAR controlled commodity, provide the associated U.S. Munitions List (USML) category number(s), and indicate whether or not the determination was reached as a result of a commodity jurisdiction or self-classification process. The vendor agrees that the University shall have the unilateral and unfettered right to terminate this Purchase Order, without penalty, based on such notification. The vendor agrees that if it fails to notify the University's Export Control Manager that it is providing ITAR-controlled Articles, it shall reimburse the University for any fines, legal costs or other fees imposed by the above-named regulatory agency for any violation of export controls regarding the provided Articles.
Revised Sept 2014
A-110 Appendix A
You can print a copy of these terms with the below PDF.
Terms and Condition1 Sept 2014.pdf