1. QUOTATION TERMS AND CONDITIONS submitted by vendor shall, except as modified on the face of this purchase order, be applicable to the performance hereof.

2. ACCEPTANCE. Placement of this order is expressly conditioned upon acceptance of all terms and conditions contained on or attached to this order. The University must be advised of any adjustments or objections to the terms and conditions hereof within ten days of receipt of this order.

3. DELIVERY. This order may be terminated if delivery is not made or services are not performed by the date specified on the reverse side hereof. No change in the scheduled delivery date or performance will be permitted without prior consent.

4. ASSIGNMENT.  Supplier shall not assign this agreement or any of Supplier’s rights or obligations hereunder, without University’s prior written consent. Any purported assignment made without prior written consent shall be void and of no effect.

5. REJECTION. All goods purchased hereunder are subject to inspection and approval. Goods rejected for whatever reason shall be held, transported and/or stored at vendor’s expense.

6. DEFAULT. This order may be cancelled in whole or part in any of the following circumstances.

•  Failure to make delivery of the goods or to perform the services within the time specified herein or any extension thereof.
•  Failure to perform any of the other provisions of this order or failure to make progress as to endanger performance of this order in accordance with its terms.
•  Breach of any of the terms or conditions of this order.
•  Insolvency or an assignment for the benefit of creditors; institution of any proceeding under bankruptcy, reorganization, arrangement, readjustment of debt.

7. REMEDIES. Not by way of limitation, the remedies include:

•  The rights and remedies of the University provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.
•  Failure of the University to insist upon strict performance of any of the terms of this order or to exercise any rights hereunder shall not be construed as a waiver.
•  In the event of default and the University deems it necessary to cancel this order in whole or in part, the vendor shall be liable for any excess costs for similar goods or services procured. The vendor shall continue the performance of this order to the extent not cancelled under the provisions of this order.
•  Neither party shall be held responsible for any losses resulting if the fulfillment of any terms or provisions of this agreement are delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence, said party is unable to prevent.

8. PAYMENT. Invoices will not be processed for payment until all items invoiced are received. Payment will be remitted by mail. Goods delivered on a sight draft basis will not be accepted. COD shipments will not be accepted. Standard payment terms are Net 30 days unless otherwise stated in a signed agreement. 

9. INFRINGEMENTS. Vendor warrants that purchase, installation, and/or use of goods covered hereby will not result in any claim or actual infringement of any patent, trademark, copyright, franchise, or other intellectual property right. Vendor shall indemnify and hold the University harmless from and against all claims, losses, expenses. damages, causes of action and liabilities of every kind and nature, including without limitation reasonable attorneys fees (without waiver of vendor obligation to indemnify the University hereunder), arising from or out of any breach of the foregoing warranty.

10. ADVERTISING. No advertising or publicity matter containing any reference to the University or any of its employees shall be made without written consent of the University.

11. WARRANTIES. Vendor warrants goods supplied and work or services performed under this order conform to specifications herein and meet the standard for quality, performance and use for the particular purposes for which goods are ordinarily employed.

12. STANDARDS. A vendor of specially fabricated items shall submit for approval shop drawings and samples of materials before fabricating. All items supplied shall be in accordance with approved or descriptive literature and all work of fabrication shall conform to approved shop drawings. All materials shall be new, unless otherwise specified and both workmanship and materials shall be of good quality.

13. Insurance Coverage and Levels. Unless insurance provisions are contractually specified elsewhere, Vendor shall procure and maintain, at all times during the term of this contract, at their sole cost and expense, the following minimum insurance coverages. Such minimums shall not limit the Vendor’s financial obligations to Grand Valley State University, to the extent permitted by law.

a. Commercial General Liability insurance, including products and completed operations:  $1,000,000 per occurrence and $3,000,000 policy aggregate.

No exclusions for: Product/Completed Operations, Contractual Liability, Independent Contractors, Personal & Advertising injury or Sexual Abuse or Misconduct.

c. Auto Liability $1,000,000 Combined single limit

d. Workers Compensation with Statutory limits and Employers Liability: $500,000 each incident and each disease

e. Umbrella or Excess Liability: $1,000,000 per occurrence and in the aggregate. Coverage will sit follow-form over Vendor’s Commercial General Liability, Employers Liability, and Auto Liability.

b. If the work is deemed professional in nature, or performed by someone with a professional designation where coverage is excluded from the Commercial General Liability insurance, Vendor shall carry appropriate Professional Liability/Errors and Omissions: $1,000,000 per occurrence and $2,000,000 annual aggregate

e. If hazardous materials are involved, Pollution Legal Liability with limits of not less than $1,000,000. If hazardous materials are being transported: MCS-90 endorsement for no less than $5,000,000

If any of the required insurance is written on a “claims made basis” and is cancelled or non-renewed during the term of this Agreement, Vendor agrees to purchase tail or prior acts coverage so that such insurance is in effect from the date the Agreement is executed until three (3) years after its termination.

The Vendor shall name Grand Valley State University as Additional Insured on a primary and noncontributory basis under the following policies: Commercial General Liability, Umbrella or Excess Liability and Auto Liability. The Vendor shall waive rights of subrogation against Grand Valley State University on any policy where said waiver is legally permitted.

Upon request, the Vendor shall provide Grand Valley State University with Certificate(s) of Insurance which evidence all required coverages, as well as copies of all applicable endorsements. Failure of Grand Valley State University to request, or failure of the Vendor to provide a Certificate of Insurance or the relevant Endorsement(s) does not waive the Vendor’s obligation to carry the required coverage.

14. NON-DISCRIMINATION CLAUSE. The parties agree to comply with applicable state and federal rules governing Equal Employment Opportunity and Non-Discrimination and Grand Valley State University’s Commitment to Inclusion and Equity and Equal Opportunity/Affirmative Action Policy. In the performance of this purchase order, the vendor agrees not to discriminate on the basis of age, color, disability, familial status, height, marital status, national origin, political affiliation, race, religion, sex/gender (including gender identity and expression), sexual orientation, veteran or active duty military status or weight The vendor further agrees that every sub-contract entered into for the performance of this purchase order will contain a provision requiring non-discrimination in the performance of this purchase order,  as herein specified, binding upon each sub-contractor.

Any breach of this provision may be regarded as a material breach of this purchase order. Grand Valley State University is an equal opportunity employer

15. OCCUPATIONAL SAFETY AND HEALTH WARRANTY. Vendor warrants that the product sold or services rendered shall conform to the standards and/or regulations promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970 (29 U.S.C. 651, PL 91.596). In the event the product sold does not conform to the OSHA standards and/or regulations, the University may return the product for correction or replacement at vendor’s option and expense. Services performed which do not conform to the OSHA standards and/or regulations must be corrected at vendor’s expense by vendor or the University in the event vendor fails to make the appropriate correction within a reasonable time.

16. TAX EXEMPTION. Grand Valley State University is exempt from payment of Michigan general sales tax (see Michigan public Act 167 of 1933, Sec.4 as amended). Grand Valley State University is exempt from payment of use tax (see Michigan statutes annotated section 7.555 (4)(1). 17. LAW. The laws of the State of Michigan shall govern this order and the venue of any action brought hereunder may be laid in or transferred to the county of Kent/Ottawa, State of Michigan.

17. LAW. The laws of the State of Michigan shall govern this order and the venue of any action brought hereunder may be laid in or transferred to the county of Kent/Ottawa, State of Michigan.

EXPORT CONTROLS. It is Grand Valley State University policy to remain compliant at all times with all U.S. export control regulations, including but not limited to the International Traffic in Arms Regulations and Export Administration Regulations. Before furnishing goods, software, services or technical data that are on the U.S. Munitions List (22 CFR 121) or in the 500- or 600-series of the Commerce Control List (15 CFR 774), [named Agreement party or any other party to this agreement] must notify Grand Valley State University’s Office of Research Compliance and Integrity that such items are export-controlled. [Named Agreement party or any other party to this agreement] will ship export-controlled items only after Grand Valley State University’s Office of Research Compliance and Integrity has furnished written confirmation that Grand Valley State University is prepared to accept delivery of such items.

Revision June 2024