The University of Alabama in Huntsville
PURCHASE ORDER TERMS, SALES TAX, AND DISCLOSURE INFORMATION:
The furnishing of materials, supplies, equipment, or services to The University of Alabama in Huntsville under this purchase order, contract, solicitation for bids, or construction specification constitutes assurance by the vendor or contractor of his compliance with applicable provisions of and pertinent regulations promulgated under Executive Order 11246, dated September 28, 1965 issued by the President of the United States of America, and Public Law 88-352, 88th Congress, the "Civil Rights Act of 1964".
Acceptance of this order constitutes agreement to the following order conditions.
NO BENEFIT CERTIFICATION: By accepting this Purchase Order, contractor certifies that no University employee or official, and no family member of a University employee or official, will receive a benefit from this University payment, except as has been previously disclosed in writing, to the University.
THE ORDER: Furnish the material specified in full accordance with conditions printed on the face and back hereof, and any other attachments made a part of this order.
ACCEPTANCE: This order is given for immediate acceptance by the Seller. Unless promptly notified to the contrary, the Purchaser will assume that the Seller accepts the order as written and that he will make prompt delivery on or before the date specified.
EQUAL OPPORTUNITY: The contractor and any subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a), to the extent applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.
CERTIFICATION PURSUANT TO ALABAMA CODE § 41-4-142: Alabama Law provides that every bid submitted and contract executed shall contain a certification that the vendor, contractor, and/or all of their affiliates that make sales for delivery into Alabama or leases for use in Alabama have completed all necessary state and local registrations and are collecting and remitting Alabama state and local sales, use, and/or lease tax on all taxable sales and leases into Alabama. By entering into this Agreement, the vendor is hereby certifying and acknowledging that it and its affiliates are in full compliance with Alabama Code Section 41-4-142, they are not barred from bidding or entering into a contract pursuant to that Section, and that the University may declare the contract void if the certification is false.
CONTRACT CANCELLATION: The Purchasing Office has the right to cancel and contract, in accordance with Purchasing Rules and Regulations, for cause, including, but not limited, to the following: (1) failure to deliver within the time specified in the contract; (2) failure of the product or service to meet specifications, conform to sample quality, or to be delivered in good condition; (3) misrepresentation by the contractor; (4) fraud, collusion, conspiracy, or other unlawful means of obtaining any contract with the state; (5) conflict of contract provisions with constitutional or statutory provisions of the state or federal law; and (6) any other breach of contract.
DEFAULT OF CONTRACTOR: Where the University has determined the contractor to be in default, the University reserves the right to purchase any or all products or services covered by the contract on the open market and to charge the contractor with cost in excess of the contract price. Until such assessed charges have been paid, no subsequent bid from the defaulting contractor will be considered.
QUANTITY: Quantities furnished in excess of those specified in this order will not be accepted and will be held at Seller's risk, unless previously authorized by the University.
PURCHASE ORDER CHANGES: No changes in quantities, price, specifications, terms of shipping instructions, as set forth in this order will be allowed, except on written authority of the Purchasing Official.
WARRANTY OF SUPPLIES: The Vendor, warrants that the supplies delivered hereunder shall be free from all defects in material and workmanship and shall comply with all the requirements of this order for a period of ninety (90) days from the date such supplies are accepted, unless otherwise provided herein.
ASSIGNMENT: The Vendor shall not assign this purchase order or any monies due to become due hereunder without the previous written consent of the University.
INSPECTION: All supplies purchased hereunder are subject to inspection and rejection upon receipt by the University, and rejected supplies may be returned at the Vendor's expense. Transportation charges paid by the University in returning rejected supplies shall be reimbursed by the Vendor. The University's count shall be final and conclusive on all shipments not accompanied by a package ticket. In addition to its right to return rejected supplies, in the event of delivery of supplies not in accordance with the requirements of this order, the University may notify the Vendor of such damages or deficiencies, and if not repaired or corrected by the Vendor within ten (10) days after receipt of such notice, or such additional time as may be mutually agreed to by the University and the Vendor, the University shall have the right to correct any damages, defects, insufficiencies or improprieties therein and do any other work necessary to put the supplies in condition for the use intended and the cost of such correction shall be deducted form monies due the Vendor under this order.
TITLE AND RISK OF LOSS: The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives the goods at the point or points of delivery.
REMEDIES AND APPLICABLE LAW: This agreement shall be governed by and Buyer and Seller shall have all remedies afforded each by the Uniform Commercial Code, except as limited by statue or otherwise provided herein. Wherever the term "Uniform Commercial Code" is used, it shall be constructed as meaning the Uniform Commercial Code as adopted in the State of Alabama as effective and in force on the date of this agreement.
GOVERNING LAW; IMMUNITY; VENUE: Alabama law, without regard to its conflicts of law provisions, shall exclusively apply to the purchase, this purchase order, questions of immunity related to the University, and any disputes between the parties. The University does not waive and specifically reserves all immunities to which it is entitled by the constitution, laws, and statutes of the United States and the State of Alabama, including, without limitation, the immunities contained within Article 1, section 14, of the Constitution of Alabama. Any claim for damages against the University must be made through the Alabama State Board of Adjustment. Exclusive jurisdiction and venue of any claims that are not barred by immunity, nor required to be filed before the State Board of Adjustment, shall lie in the United States District Court for the Northern District of Alabama, Northeastern Division (Huntsville), or the Circuit Court of Madison County, Alabama. Each party shall be responsible for its own attorney fees in the event of any dispute between the parties.
PAYMENT: Payment Terms are Net 30 (N30) unless requested otherwise by the vendor.
FEDERAL ACQUISITION REGULATIONS
FEDERAL ACQUISITION REGULATIONS: Federal Acquisition Regulations if attached are incorporated in this Purchase Order and is made an integral part thereof.
DISPUTES: In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
If negotiation is unsuccessful, Agency and UAH agree to enter into binding Arbitration using Arbitration rules and Arbitrators agreeable to both parties. The arbitration shall take place in Huntsville, Alabama. The Arbitrator shall be bound to follow the applicable subcontract provisions and Alabama law in adjudicating the dispute. Any award rendered by the arbitrator requiring UAH to pay any monetary amount for any reason whatsoever must be submitted to the Alabama Board of Adjustment for enforcement. Any other award rendered by the Arbitrator may be entered in any court having jurisdiction thereof.
