Exclusive Agreement - This purchase order constitutes the exclusive agreement between the parties hereto. The Terms and conditions cannot be changed without prior written consent of both parties. The laws of the State of Iowa shall apply in all disputes. Additionally, the goods shall conform to specifications, drawings, and any other description attached hereto and shall be free from defects in materials and workmanship.
Packing List - All deliveries shall include a packing list in each package indicating the contents.
Delivery Schedule - Failure to deliver goods 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 procured hereunder only after actual inspection for conformity or the passage of ten (10) days from receipt, whichever occurs first.
Rejection/Termination - All goods 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 - All monies due and owning hereunder shall not be assigned to a third party without written consent of both parties.
Warranties - 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 duty 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 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 - To the extent that goods are not manufactured in accordance with Buyer's designs, Vendor shall defend, indemnify and hold harmless Buyer, Buyer's assignees, and other users of the goods from and against any claim of infringement of any Letter Patent, Trade names, Trademarks, Copyright, of Trade secrets by reason of sale or use of any articles purchased hereunder. Buyer shall promptly notify Vendor of any such claim.
Guarantee - In filling this order, Vendor warrants and guarantees to Buyer that the articles are in compliance with 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 Hazards and Substance 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.
Federal Subcontract - If this agreement constitutes a subagreement under a prime contract with a federal agency, the terms and conditions of the prime contract shall prevail.
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, the Material Safety Data Sheet provision of O.S.H.A. Hazard Communication Standard 29 CFR 1910, 1200, and the Iowa Administrative Code, Section 530.
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.
