Vendor Terms

BUCK INSTITUTE FOR RESEARCH ON AGING
PURCHASE ORDER TERMS AND CONDITIONS
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1. The following terms and conditions are applicable to the purchase of goods and services via purchase order issued by the Buck Institute for Research on Aging (Buyer), a 501(c)(3) California non-profit corporation located at 8001 Redwood Blvd., Novato, California 94945. Seller agrees to be bound by these terms and conditions.

1. Purchase Order Buyer will not be responsible for any item delivered or service provided without a purchase order. Seller must notify Buyer if Seller is disbarred and/or suspended from doing business with the Federal government. No purchase order may be issued to any Seller disbarred and/or suspended from doing business with the Federal government. Any purchase order unknowingly issued to a disbarred and/or suspended vendor is null and void and will result in the immediate cancellation of any purchase order issued hereunder and the return of goods and/or cancellation of services acquired or supplied without any cost or liability of any kind whatsoever to Buyer.

2. Loss Unless otherwise specified on the purchase order, risk of loss will transfer to Buyer upon signed acknowledgement of receipt of each item on a purchase order to the receiving dock in acceptable condition.

3. Cancelled and Rejected Items In the event of Seller’s failure to deliver as/and when specified, Buyer reserves the right to cancel this order, or any part thereof without prejudice to its other rights, and Seller agrees that Buyer may return part or all of any shipment so made and may charge Seller with any loss or expense sustained as a result of such failure to deliver.

4. Compliance Buyer may at any time insist upon strict compliance with these terms and conditions, notwithstanding any previous custom, practice or course of dealings to the contrary.

5. Conflicts The terms and conditions of sale as stated in this order govern in event of conflict with any terms of Seller’s proposal, and are not subject to change by reason of any written or verbal statements, by Seller or by any terms stated in Seller’s acknowledgement unless same be accepted in writing.

6. Advertising Seller agrees not to release any advertising copy mentioning purchaser or quoting the opinion of any of Buyer’s employees unless such copy is approved by Buyer before release.

7. Construction Services If Seller performs services or constructs, erects, inspects or delivers hereunder, Seller will defend, indemnify and save harmless Buyer from all loss on the payment of all sums of money by reason of accidents, injuries, or damages to person or property that may happen or occur in connection therewith. Seller shall provide Buyer with evidence of insurance when Seller is performing services on/in Buyer’s premises and/or upon the grounds of Buyer by in a form acceptable to Buyer. Seller will provide proof of insurance for general comprehensive liability naming Buyer as an additional insured with no less than 2 million dollars of combined single limit insurance and no less than five million dollars aggregate for bodily injury and property damage. Seller shall also provide proof of worker’s compensation coverage valid in California with statutory policy limits.

8. Accidents Seller agrees to indemnify, defend and hold harmless Buyer, its officers, agents and employees from any and all claims by any person whomsoever for injury to persons or damage to property caused by or in any way arising out of the furnishing of goods or services hereunder, except such claims as may result from the negligent act or omission of Buyer, its officers, agents or employees.

9. Equipment – Warranties, Part Lists, Etc. Seller agrees to provide warranties; two sets of parts list, operating instructions, diagrams, and other applicable instructions for equipment listed on this purchase order. Warranties shall be effective from the date the equipment is actually put to use. All equipment must meet applicable city, county, state, and federal safety standards.

10. Rejected Goods All rejected goods will be held at seller’s risk and expense, subject to seller’s prompt advice as to disposition. Unless otherwise arranged, all rejected goods will be returned and charged back including all transportation and handling costs.

11. Payment Payment terms are net 30 after receipt of invoice unless otherwise agreed upon by the parties in writing. All invoices submitted for payment must contain the following: a.) Purchase Order Number; b.) Seller’s invoice number; c) itemization of goods by size, quantity, item number, item price and extended prices for multiple item orders; d) date of issuance; e) shipping costs; f) all applicable taxes and any other information requested by Buyer. All invoices are to be sent to:

1. Buck Institute for Research on Aging
2. 8001 Redwood Blvd.
3. Novato, CA 94945
4. A TTN: Accounts Payable

12. Clauses Incorporated by Reference As a recipient of federal funds, Buyer is subject to government regulations applicable to the expenditures of federal funds to acquire goods and services. The following clauses are incorporated herein by reference with the same force and effect as if they were given in full text. Upon request the Buyer will make the full text available.

i. Officials Not to Benefit (APR 84)

3. Gratuities (APR 84)
4. Covenant Against Contingent Fees (APR 84)
5. Restriction on Subcontractor Sales to the Government (JUL 85)
6. Anti-Kickback Procedures (OCT 88)

9. Variation in Quantity (APR 84)

21. Prohibition of Segregated Facilities

ii. Equal Opportunity (APR 84) (Applies when amount exceeds $10,000.)
iii. Affirmative Action for Special Disabled and Vietnam Era Veterans
1. (APR 84) (Applies when amount exceeds $10,000.)
iv. Affirmative Action for Handicapped Workers (APR 84)
1. (Applies when amount exceeds $2,500.)

37. Employment Reports on Special Disabled Veterans and Veterans of

1. the Vietnam Era (JAN 88) (Applies whenever clause 52.222-35 is included.)

Drug Free Workplace (JUL 90) (Applies if contract is awarded to an

1. Individual.)

1. Buy American Act – Supplies (JAN 89)

vi. Restrictions on Certain Foreign Purchases (MAY 92)

vii. Prompt Payment (SEP 92)

viii. Disputes (DEC 91)

3. Protest After Award (AUG 89)

ix. Contractor Inspection Requirements (APR 84)

x. Default (Fixed-Price Supply and Service ) (APR 84)

13. Applicable to purchase orders for supplies:

i. Contract Work Hours and Safety Standards Act – Overtime Compensation – (MAR 86) (Applies when amount is between $2,500 and $10,000.)

ii. Walsh-Healey Public Contracts Act (APR 84) (Applies when amount exceeds $10,000.)

iii. Changes – Fixed Price (AUG 87) iv. Termination for Convenience of the Government (Fixed Price) (Short Form) (APR 84)

14. Applicable to purchase orders for services

i. Contract Work Hours and Safety Standards Act – Overtime Compensation (MAR 86) (Applies when amount exceeds $2,500.)

ii. Changes – Fixed Price (APR 84) – Alt. II

iii. Termination for Convenience of the Government (Services) (Short Form) (APR 84)

15. Non-Discrimination Clause "The Non-Discrimination Clause contained in Section 202 of the 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 regulations prescribed by the Secretary of Labor are incorporated herein."

Non-Discrimination Clause "The Non-Discrimination Clause contained in Section 202 of the 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 regulations prescribed by the Secretary of Labor are incorporated herein."

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