- Exclusive Agreement - This purchase order constitutes the exclusive agreement between the parties hereto relating to the goods and/or services provided hereunder. The term “Buyer” as used herein means the University of Northern Iowa; the term “Vendor” as used herein means the person or entity providing the goods or services hereunder. The Terms and conditions cannot be changed without prior written consent of both parties. The laws of the State of Iowa shall apply to the terms and conditions of this agreement and in any and all disputes relating to the agreement. Any litigation or action relating to the agreement shall be filed in an appropriate court in the State of Iowa.
Packing List - All deliveries shall include a packing list in each package indicating the contents.
Delivery Schedule - Failure to deliver goods or services on time may result in termination of this Purchase Order at the Buyer's option.
- Receipt - Buyer shall be deemed to have received goods procured hereunder when such goods have been deposited at the Buyer's dock and all bills of lading or other shipping papers which require signature have been signed.
- Acceptance - Buyer shall be deemed to have accepted goods or services procured hereunder only after actual inspection for conformity or the passage of ten (10) days from receipt, whichever occurs first.
- Rejection/Termination - All goods or services which are rejected for nonconformity with the terms and conditions of this agreement are rejected at Vendor's expense and shall be returned at Vendor's risk of loss and expense. Buyer reserves the right to terminate for non-conformity.
- Assignment - Any obligations or monies due and owing hereunder shall not be assigned to a third party without written consent of both parties.
- Warranties -Additionally, the goods or services hereunder shall conform to specifications, drawings, and any other description attached hereto and shall be free from defects in materials and workmanship. Vendor expressly warrants that all goods supplied hereunder shall be merchantable in accordance with the Uniform Commercial Code and the Iowa Code.
- Taxes - Buyer is exempt from payment of all federal or state taxes. Exemption Certificates will be furnished upon request.
- Title to Goods - Vendor warrants that the goods procured hereunder are free from all liens, claims, or encumbrances.
- Vendor Rights, Assignments, Antitrust Claims - For good cause and as consideration for executing this agreement, Vendor, through its duly authorized agent, conveys, sells, assigns, and transfers to the State of Iowa all rights, title, and interest in and to all causes of action it may now hold or hereafter acquire under the anti-trust laws of the United States and the State of Iowa relating to the subject of this agreement.
- Indemnification - Vendor agrees to jointly and severally indemnify, defend, and hold harmless the Buyer, the Board of Regents of the State of Iowa, the State of Iowa, and their employees and agents from and against all liability, loss, damage, or expense, including attorney’s fees, which may be incurred or sustained by reason of the failure of Vendor to fully perform and comply with the terms and obligations of this agreement or from the intentional, reckless or negligent acts or omissions of Vendor or its employees or agents. Vendor shall defend, indemnify and hold harmless Buyer, Buyer's assignees, and other users of the goods or services from and against any claim of infringement of any Letter Patent, Trade name, Trademark, Copyright, or Trade secret by reason of sale, purchase, or use of any goods or services purchased hereunder, unless such claim of infringement is based solely on modifications to the goods or services required or made by Buyer without Vendor’s approval. Buyer shall promptly notify Vendor of any such claim that might require indemnification.
Guarantee - In filling this order, Vendor warrants and guarantees to Buyer that the goods and/or services are in compliance with all applicable laws and regulations, which might include Sections 5 and 12 of the Federal Trade Commission Act; the Fair Packaging and Labeling Act; the Federal Food, Drug and Cosmetic Act; the Consumer Product Safety Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Federal Hazardous and Substances Act; the Fair Labor Standards Act; the Wool Products Labeling Act; the Flammable Fabrics Act; the Occupational Safety and Health Act; and the Federal Anti-Kickback Enforcement Act of 1986. Each of the parties agrees to comply with all applicable laws and regulations, including but not limited to, those relating to affirmative action and non-discrimination, data privacy, export controls, etc. Vendor will comply with all applicable Buyer rules and policies if Vendor is on Buyer property.
Federal Subcontract - If this agreement constitutes a sub-agreement under a prime contract with a federal agency, the terms and conditions of the prime contract shall prevail if there is any conflict.
- Hazardous Material - All packaging, transportation, and handling of hazardous materials shall be in accordance with applicable federal and state regulations including, but not limited to O.S.H.A. Hazard Communication Standard 29 CFR 1910.1200.
- Nondiscrimination - Vendor is subject to and must comply with provisions of the Iowa Board of Regents Equal Opportunity Policy and applicable state and federal anti-discrimination laws.
- Cancellation - Buyer reserves the right to cancel this agreement for convenience by giving Vendor written notification.
- Public Records - The laws of the State of Iowa require that procurement records be made public unless exempted by the Code of Iowa.
- Clear Air and Water Certification - Vendor certifies by filling this order, that its facility(s) is not on the Environmental Protection Agency (EPA) List of Violating Facilities. Vendor will immediately notify Buyer's Purchasing Department of the receipt of any communication indicating that any Vendor's facilities are under consideration to be listed on the EPA List of Violating Facilities.
- Debarred, Suspended and Ineligible Status - Vendor certifies that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation (FAR) Subpart 9.4. Vendor will immediately notify Buyer's Purchasing Department if Vendor is placed on the Consolidated List of Debarred, Suspended and Ineligible Contractors.
Intellectual Property- Vendor understands and agrees this agreement does not allow or provide for Vendor’s use of Buyer’s name, trademarks, logo, or other intellectual property, unless specifically provided for and agreed by both parties. Such use requires a separate and specific written agreement.