TERMS AND CONDITIONS

Ithaca College Purchase Order Terms

General Conditions – The following are the terms and conditions (“Terms”) upon which Ithaca College will purchase from the identified supplier (“Supplier”) and Supplier will sell to Ithaca College the goods or perform for Ithaca College the services identified on the face of a signed purchase order (“P.O.”). Supplementary terms, conditions, or requirements in a request for proposal, bid specification, or other writing concerning the subject matter of this P.O., those terms, conditions, or requirements will also apply and are incorporated herein by reference. If the P.O. involves Construction, Planning or Design services (CP & D), any additional terms or the Ithaca College construction contract specifically for this type of work may be applicable. All purchases over $2,000.00 must be accompanied by a signed P.O. sent by the Purchasing Department and the P.O. number must appear on all Supplier correspondence (acknowledgements & invoices).

Purchase Orders – Ithaca College will not be responsible for payment of goods supplied or services performed by Supplier over $2,000.00 without a written/signed P.O. Ithaca College may terminate a P.O. or any portion thereof for its sole convenience, subject to an equitable adjustment between Supplier and Ithaca College as to any services or goods then in progress.

Acceptance and Inspection – All delivered material or provided services are subject to inspection and approval by Ithaca College prior to acceptance. All goods not fully up to standard or not in compliance with applicable specifications or warranties or shipped or performed contrary to instructions in excess of ordered quantities at the option of Ithaca College, will be rejected by Ithaca College and returned or held at Supplier’s risk and expense.

Acknowledgement – If you acknowledge a P.O., mail all notices (indicating the P.O. number) to the Ithaca College Purchasing Department, 1414 W. Tower, 953 Danby Road, Ithaca, New York 14850-7070 or (fax to 607-274-1602).

Assignment and Subcontracting – Neither party shall have any right to assign this P.O. or any benefits arising from this P.O. without prior written consent of the other, nor unless otherwise agreed upon in writing, the right of any assignee shall be subject to all set-offs, counterclaims, and other comparable rights arising hereunder.

Cancellation Clauses – Should this order be unfilled as of the agreed delivery date, Ithaca College reserves the right (upon notifying Supplier) to cancel this order, either in whole or in part, without liability other than making payments for any useable portion of order already delivered. Back orders not delivered within 90 days are subject to cancellation by Ithaca College at its sole option.

Changes – Ithaca College may at any time by a written supplemental P.O. and without notice to the sureties make changes within the general scope of this P.O. in any one or more of the following: drawings, designs, or specifications; method of shipment or packing; and place of delivery. If any change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this P.O., an equitable adjustment shall be made in writing accordingly. The Supplier of the notification of change must assert any claim by the Supplier for adjustment under this clause within 30 days from the date of receipt. Where the cost of property made obsolete or excess is a result of a change and is included in the Supplier’s claim for adjustment, Ithaca College shall have the right to prescribe the manner of disposition of such property. However, nothing in this clause shall excuse the Supplier from proceeding with the P.O. as changed.

Delivery – If the P.O. sets a date or time for the delivery or performance of goods and services, time is of the essence, and Supplier’s failure to deliver or perform in a timely manner will constitute a material breach of these Terms. If delivery dates cannot be met, Supplier must inform Ithaca College immediately. In addition to other remedies provided by law, Ithaca College reserves the right to refuse any goods and to cancel all or any part of a P.O. if Supplier fails to deliver all or any part of the goods in accordance with the terms and conditions of a P.O. Acceptance of any part of the P.O. shall not bind Ithaca College to accept any future shipments nor deprive Ithaca College of the right to return goods already accepted.

Hazardous Chemicals – If the goods or materials shipped to the College pursuant to this P.O. contain a hazardous chemical, as that term is defined in 29 CFR~1910.1200©, you must provide a Material Safety Data Sheet and any other information required by the Federal Hazard communication Standard (29 CFR~1910.1200), and any other federal or state environmental law or regulation, prior to, or at the time of, shipment to the following address: Ithaca College, Environmental Health and Safety, Ctr. for Public Safety - General Services Bldg.), 953 Danby Road, Ithaca, New York 14850.

Indemnification – Supplier agrees to indemnify Ithaca College and to hold Ithaca College harmless from and against all claims, liability, loss, damage, and expenses including legal fees arising from or due to any claim including, but not limited to any actual or claimed trademark, patent, or copyright infringement and any litigation based thereon with respect to any part of the goods and work covered by this P.O. Supplier shall defend any such litigation brought against Ithaca College provided that Ithaca College notifies Supplier promptly of any such suit. Supplier’s obligations hereunder shall survive acceptance of the goods and payment by Ithaca College.

Insurance – Supplier will maintain insurance at their own expense throughout the performance of this P.O. as specified in the Ithaca College Insurance Specifications for Suppliers, as found at: http://www.ithaca.edu/purchasing/insurance.htm . Ithaca College reserves the right to request higher limits of insurance or additional insurance of which Supplier will be notified in advance. All insurance carriers utilized must be licensed to do business in New York State and shall carry a Best’s Rating of at least A-.VI. Copies of all certificates of insurance must be on file with the Office of Risk Management - Ithaca College, Job Hall, 953 Danby Road, Ithaca, New York 14850 - prior to the start of work and any questions should be directed to 607-274-3285.

Invoices – Send all invoices to Ithaca College, Accounts Payable, 1410 West Tower, 953 Danby Road, Ithaca, New York 14850-7070 as printed on the front of the P.O. Do not invoice prior to making shipment and only one copy will be designated as “Original”. All invoices must indicate the P.O. number.

Payment Terms - Ithaca College offers standard payment terms of Net 30 days from date of invoice, unless more favorable terms are extended for prompt payment (e.g., 2% 10 days Net 30 days).

Publicity – Supplier shall not in any way or form publicize or advertise the fact that Supplier is providing goods or services to Ithaca College without the express written approval by Ithaca College Purchasing Department. It is unlawful to use the name, logos, or symbols of the College for purpose of advertising, promotion, or trade without the College’s prior written consent.

Shipment – All shipments must be FOB Destination. Risk of loss shall not pass to Ithaca College until goods called for in a P.O. have been actually received and accepted by Ithaca College at the destination specified herein. Supplier assumes full responsibility for packing, crating, marking, transportation and liability for loss or damage in transit, notwithstanding any agreement by Ithaca College to pay freight, express or other transportation charges.

Taxes – Ithaca College is a private, tax-exempt educational institution. Tax-exempt certificates are available upon request (EX-112761) from the Purchasing Department or on-line @ http://www.ithaca.edu/purchasing/Tax.pdf.

Warranty – Supplier expressly warrants all goods delivered under this order to be free from defects in material and workmanship and to be of the quality, size and dimensions ordered and certifies that all products supplied and work performed are in accordance with current Occupational Safety and Health Acts specifications. This warranty shall not be waived by reason of the acceptance of the goods or payment therefore by Ithaca College.

Disputes – This agreement shall be construed and enforced in accordance with the laws of the State of New York and any legal proceeding concerning this contract shall be brought in New York State.

Revised 11/2007