Terms & Conditions

Terms & Conditions

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Acceptance

Purchase Orders are an offer to purchase the Goods.  Any of the following acts by Seller shall constitute acceptance of the Purchase Order and these Terms and Conditions: delivery of any of the Goods identified in the Purchase Order; commencement of performance of the Purchase Order; executing the Purchase Order; or any other written or verbal acknowledgment by Seller accepting the terms of the Purchase Order.  Any additional or different term or condition on Seller’s acknowledgment form, or otherwise communicated by Seller in accepting the Purchase Order, shall be deemed to be material alteration of the Purchase Order and is rejected by the College.  Any such term or condition shall not apply to the Purchase Order unless the College specifically agrees in writing.  Acceptance of the Goods covered by the Purchase Order will not constitute acceptance by the College of Seller’s terms and conditions to the extent the Purchase Order is in any way deemed to be an acceptance of a quotation or other offer by Seller.  Any such acceptance is expressly conditional upon the consent of Seller to the Terms and Conditions of the Purchase Order.

Invoices and Correspondence

Unless otherwise directed by the College, Seller shall send invoices to the following address: Carleton College Account Payable Department, One North College Street, Northfield, MN 55057.  Seller shall reference the Purchase Order number on all invoices, packing slips, bills of lading, credit slips, return authorizations, and correspondence.  Individual invoices shall be issued for each shipment and each order.  Unless otherwise set forth in the Purchase Order, the College shall pay Seller as follows: payment shall be made within 30 days after the later of (i) delivery and acceptance of Goods or other performance conforming to the terms of this Purchase Order and (ii) the College’s receipt of Seller’s invoice.

F.O.B. Destination

The freight terms are F. O. B. Destination, Freight Prepaid, unless discounts acceptable to the College apply.

Delivery

Time is of the essence for all orders. The Purchase Order will set forth the schedule for delivery of the Goods and related services.  If no schedule is set forth in the Purchase Order, Seller shall deliver the Goods and perform any related services as quickly as possible.  The College reserves the right to cancel any order in whole or in part if the Goods are not received and if the related services are not fully performed by the time specified in the Purchase Order.

Packaging and Shipping Materials

All items covered by a Purchase Order shall be packed in accordance with good commercial practice to prevent any damage to the items and Seller shall be liable for damage to items caused by improper packing or packaging.  The College highly encourages the use of recycled and recyclable packing material.

Blanket Orders

The College may issue blanket Purchase Orders (“Blanket Purchase Orders”) that list estimated expenditures or orders from the College.  In such circumstances, the estimated expenditures or orders listed on the Blanket Purchase Order does not commit the College to the amount listed. The College shall order Goods from the Blanket Purchase Order by notifying Seller in writing of the exact quantities of goods the College wishes to be delivered.  The Seller shall deliver the goods ordered under the Blanket Purchase Order.  The College’s liability under a Blanket Purchase Order shall be limited to the quantities actually ordered in a separate writing by the College and Goods actually received and accepted by the College.

Tax Exemption

The College is tax exempt under the Minnesota Certificate of Tax Exemption #9008717.  The College is not liable for taxes, customs, or assessments in connection with the purchase and/or delivery of Goods, except as expressly set forth on the Purchase Order.

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Assignment

Seller shall not assign, subcontract, or sublet the Purchase Order, or any part of it, without the prior written consent of the College. Such consent shall not relieve Seller of any obligations under the Purchase Order.

Intellectual Property

Seller warrants that the Goods delivered, either alone or in combination with other materials, will not infringe on any patents, copyrights, trademarks, trade secrets, or other intellectual property in the United States or any foreign country.  Seller agrees to indemnify, defend, and hold harmless the College in any action arising out of any intellectual property infringement.

Ownership of Work

Unless otherwise specified, all products, designs, writing, reports and other materials created in connection with any Purchase Order are the sole and exclusive property of the College, without restriction of any kind, and shall be delivered to the College upon completion of the Purchase Order, the termination of the Purchase Order, or upon the College’s request, whichever occurs first, provided that the College has paid all amounts owed under the Purchase Order.

Substitutions

Substitutions of Goods, change of quantity, or any other change or alteration to the Purchase Order must have prior written approval from the College or its designated purchasing agent.

Termination for Convenience or Cause

The College may immediately terminate the Purchase Order or any part thereof for any reason and without cause (“Termination for Convenience”).  Upon notice of Termination for Convenience, Seller shall immediately stop performing the Purchase Order and shall cause its suppliers and/or subcontractors to cease their work under the Purchase Order.  Seller shall be paid for actual amount of Goods delivered and related services performed up to the date of the Termination for Convenience.  Seller shall not be entitled to any additional compensation, including lost profit on Goods not supplied and work performed or costs incurred after receipt of notice of termination.  Seller shall also not be paid for costs incurred by Seller’s suppliers or subcontractors that Seller reasonably could have avoided.

The College may terminate the Purchase Order of any part thereof for any of the following reasons (“Termination for Cause”): (1) Seller defaults, (2) Seller fails to comply with any terms and conditions of the Purchase Order, or (3) Seller becomes insolvent, ceases operations, liquidates or files for bankruptcy protection.  Later delivery of goods of performance of services that are defective or do not conform to the Purchase Order shall, without limitation, constitute a “Seller default” and shall be causes allowing the College to terminate the Purchase Order for cause.  In the event of a Termination for Cause, the College will not be liable to Seller for any amount.  Seller shall be liable to Buyer for all losses, damages, and expenses, including costs of cover, resulting from Seller’s default and that caused the termination.

In the event that it is determined that the College did not have the right to declare a Termination for Cause, then the termination shall be deemed a Termination for Convenience and Seller’s damages shall be limited to those allowed under a Termination for Convenience.

Warranty

In addition to its standard warranty, Seller warrants that all Goods supplied:

• Shall be free and clear of all liens and encumbrances, good and merchantable title thereto.
• Upon receipt by Seller of payment, good and merchantable title shall be vested by the College.
• Shall be free from any defects in design, material or workmanship and of good and merchantable quality.
• Shall conform to the College’s specifications or the approved sample as the case may be, or be fit for the known purposes for which they are purchased; and that Seller will not substitute anything without the College’s written consent.
• These warranties shall survive inspection, delivery, and payment.

If any of the Goods fail to conform to the Purchase Order and these Terms and Conditions, the College may, at its option, reject the Goods, accept the Goods, or accept any unit or units and reject the rest of the Goods.  At the option of the College, defective Goods shall be replaced by Seller or by other source selected by the College.  Seller shall be responsible for all costs and damages relating to or resulting from the defective Goods.

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Compliance with Laws

Seller shall comply with all applicable laws, rules, codes, ordinances, and regulations promulgated by any governmental body or agency.

OSHA

The Goods shall meet, and be in compliance with, the current applicable prescribed standards of the Federal Occupational Safety and Health Act of 1970 in effect on the date of the Purchase Order.

Fair Labor Standards

The Seller certifies that all Goods sold to the College will be produced in accordance with the Fair Labor Standards Act of 1938, as amended.

MSDS

Seller shall provide to the College, or at or before the time of initial shipment, a completed Material Safety Data Sheet (OSHA Form 20 or equivalent for any chemical substances sold hereunder as required by any and all applicable federal, state or local law, ordinance, rule or regulation. Such sheet shall contain all information necessary to comply with the Federal Hazard Communication Standard (29 CFR 1910.1200) and all applicable state regulations. Seller shall comply with the OSHA Hazard Communication Standard.

Firearms

The College prohibits contract employees, to the maximum extent permissible under Minnesota law, from carrying or possessing any firearms on campus. Failure to comply with this paragraph shall be determined to have a material breach of the Purchase Order and shall entitle the College to terminate the Purchase Order for Cause and without prior notice.

Indemnification

Seller agrees to assume entire responsibility and liability, to the fullest extent permitted by law, for all damages or injury to all persons, whether employees or otherwise, and to all property, arising out of, resulting from, or in any manner connected with, the Seller’s performance of the Purchase Order or resulting from the use by Seller, its subcontractors, their agents or employees, of materials, equipment, instrumentalities or other property, whether the same be owned by the College, Seller or third parties.  Further, Seller, to the fullest extent permitted by law, agrees to indemnify and save harmless the College, its agents and employees from all such claims including, but not limited to, claims for which the College may be, or may be claimed to be, liable and legal fees and disbursements paid or incurred to enforce the provisions of this paragraph.  Seller further agrees to obtain, maintain and pay for such Commercial General Liability insurance coverage and endorsements and that will insure the provisions of this Paragraph, including but limited to completed operations and all other coverages set forth in these Terms and Conditions.

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Insurance

Unless otherwise directed in writing, in the event Seller is to perform labor on the College Campus, Seller shall first take out and maintain the following minimum insurance at its expense for the duration of the Purchase Order.

Insurance Type		Amt. Covered
Worker’s Compensation		Statutory
Employer’s Liability		$1,000,000 each occurrence
Comprehensive General Liability Bodily Injury/Property Damage Combined Single Limit (CSL)
	Occurrence	$1,000,000
	Products/Completed Ops occ/agg	$1,000,000
	Personal & Adv. Injury	$1,000,000
	Aggregate	$3,000,000
Auto Liability
	Combined Single Limit (including hired and non-owned autos)	$1,000,000
Sexual Abuse and molestation Liability		$1,000,000
	Aggregate	$3,000,000
	Applicable for any services which involve minors
Professional Liability		$1,000,000
	Aggregate	$3,000,000
Umbrella/Excess Policy		$1,000,000
Upon the request of the College, Seller shall provide a Certificate of Insurance evidencing the required insurances. Seller shall provide the College with a minimum of thirty (30) days written notice before cancellation, modification, alteration, or reduction of any of the insurance requirements set forth in these Terms and Conditions.

The general liability insurance specified in section (c) above shall include coverage for Seller’s contractual liability under indemnity with limits of liability of not less than that set forth above.  For all insurance required, if Seller carries higher limits, such limits must be shown on the certificate. Every contract of insurance providing the coverage required herein shall contain the following clause: “No reduction cancellation or expiration of this policy shall become effective until ten (10) days after written notice is actually received by Carleton College.”

In addition to the description of operations, the certificate must specify: The Trustees of Carleton College, and any present or former trustee, administrator employee, volunteer worker or agent is added as additional insured to the captioned policies as their interest may appear. This insurance requirement shall not be construed as limiting in any way the extent to which Seller may be held responsible for the payment of damages to any persons resulting from its operations or the activities of any person or persons for which it is liable.

Dispute Resolution

Any dispute arising under the Purchase Order not disposed of by agreement shall be decided by a court of competent jurisdiction in the State of Minnesota. The laws of the state of Minnesota shall govern the purchase Order.

Pending settlement on final decision of any dispute, Seller shall proceed diligently with the performance of the Purchase Order in accordance with the College’s direction.

Complete Agreement

The Purchase Order and these Terms and Conditions, along with any supplemental sheets and riders annexed hereto by the College represents the complete and entire agreement between the College and Seller and replaces and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written with respect to such matter. In the event of a conflict between the Terms and Conditions and any differing terms and conditions entered by the College upon the face of the Purchase Order or within any attachment, the latter shall prevail.

Confidential Information and Advertising

Without the prior consent of the College, Seller shall neither disclose to any person outside of its employ, nor use for purposes other than performance of its obligations under the Purchase Order, any information pertaining to the College, Seller shall not in any manner whatsoever disclose, advertise, or publish the fact that Seller has furnished or contracted to furnish to the College the material and/or services ordered hereunder. This prohibition includes, but is not limited to, the publication of the College’s name on a customer list and /or the verbal act of naming the College as one of the Seller’s customers.

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