Purchasing Terms & Conditions

1. Limit and Acceptance
   Acceptance of this order constitutes an offer to purchase goods and/or services described on the reverse from Seller. Placement of this order is expressly conditioned upon Seller's acceptance of all of the terms and conditions of purchase contained on or attached to this order. Additional or different terms or conditions shall not become part of this contract unless specifically recognized by Buyer and Buyer assents to their inclusion in writing. Any objection by Seller to the terms and conditions shall be ineffective unless Buyer is notified in writing within ten days of the date of this order.

2. Shipping / Additional Charges
   All goods are to be shipped pre-paid, FOB destination, unless stated otherwise on reverse. Seller will utilize best way to ship and reference charge as a separate line item on the invoice. Buyer reserves the right to request a copy of the paid freight invoice. COD shipments will be refused. Seller is responsible for additional charges for packaging, handling, containers and similar materials unless specified as a line item on Purchase Order. It is the Buyers discretion to accept or return overshipments. Overshipments may be returned at Sellers expense. Seller shall not insure the goods during shipment except upon Buyer's written consent, but will always insure where the shipping mode is parcel post. Failure to insure parcel post shipments will result in product replacement or refund at Seller's expense.

3. Change Orders / Delivery
   Buyer reserves the right to change, modify and/or cancel the Purchase Order upon issuance of a change notice. Notice is considered accepted by Seller if Buyer is not notified in writing within ten days of issuance of notice. This order may be terminated if delivery is not made or services are not performed by the date specified on the Purchase Order. No change in the scheduled delivery date or performance will be permitted without Buyer's prior written consent. No acceptance of goods or services after the scheduled delivery date will waive Buyer's rights with respect to such late delivery nor shall it be deemed a waiver of future compliance with the terms hereof. All goods and services are subject to Guilford College's inspection and approval. Buyer may request correction or replacement at Sellers expense. Seller will reimburse Buyer for any costs incurred for rejected products. Goods will be delivered in new condition (unless specified as otherwise) and undamaged.

4. Taxes / Payments
   Seller shall pay all taxes associated with the sale of goods and services. Taxes are to be billed to Guilford College as a separate line item on the invoice. Contractors shall submit itemized tax documents in the manner described by General Conditions of the Contract for Construction AIA Document A201 - 1997, Subparagraph 3.6.1. Invoices submitted without the appropriate attachments may be refused for payment with no consequences until such time as they are re-submitted. Payment terms for re-submitted invoices will commence upon re-submittal receipt date. General payment terms are Net 30. If a cash discount is allowed, the period of computation will commence on the acceptance date or the date of a correctly completed invoice, whichever is later. Seller shall not assign this contract, or the right to payment or collection of payment due hereunder, without Buyer's prior written consent.

5. Indemnity
   Seller shall indemnify and hold harmless Guilford College, including its trustees, officers, employees and agents from all claims, damages, liabilities, and expenses including reasonable attorney's fees. Seller agrees to comply with all applicable laws and regulations of Federal, State, and Municipal government bodies and agencies.

6. EEO / OSHA
   Seller shall follow Executive Order 11246, and amendment by Executive Order 11375 in regards to Equal Employment Opportunity. Seller shall also comply with Federal Occupational Safety and Health Act and certifies that all items furnished and purchased will conform to and comply with those standards. All orders must be shipped with the applicable MSDS sheets.

7. Warranty of Goods / Title
   Seller warrants the goods and/or services performed conform and are merchantable to fit the purpose for which they are intended. Seller further warrants that all products will be free from defects in material design, title and workmanship and will conform to applicable specifications, drawings, samples and descriptions. If Seller is responsible for design, Seller warrants that all items, including installation, will be suitable for its intended use. Buyer's written approval of designs furnished by Seller shall not relieve Seller of its obligations under this warranty. Seller warrants that it has absolute title to the described goods and has an unrestricted right to convey clear title free and clear of all encumbrances. Seller shall be liable for all damages both to Buyer and its customers and visitors incurred as a result of any defect or breach of warranty in any item covered by this order. If within one year from the date of acceptance, these items or any part thereof, are or become defective, Seller shall thereupon correct such nonconformity at its sole expense. Corrective product or work shall be performed in the most expeditious manner consistent with Buyer's requirements. The one-year warranty period shall apply even though a standard warranty may be more limited unless contractor requests substitution of the standard warranty in writing within ten days of receipt of this Purchase Order and includes complete terms of the alternative warranty in writing prior to product receipt.

8. Service / Installation
   Contractor will take all precautions to protect property and persons from damage or injury arising out of its work. Contractor will assume entire responsibility and liability for any and all damage or injury to all persons and property caused by or resulting from negligence. Contractor will obtain at his own expense all licenses and permits necessary to complete specified scope of work. Contractor will also obtain at his own expense and provide Buyer with proof of insurance coverage satisfactory to Guilford College covering no less than workmen's compensation, property damage, public liability, personal injury, employer's liability and other applicable insurance. Minimum acceptable insurance limit for Commercial General Liability and Automobile Liability is $100,000 each occurrence/$300,000 aggregate for bodily injury and $100,000 each occurrence for Property Damage. Work area shall be kept clean and free of debris and upon completion, all equipment and unused material will be promptly removed and all debris and refuse removed at Contractors expense, leaving the work area in good condition. Seller shall act as an independent contractor and not as the agent or representative of buyer.

9. Law
   The laws of the state of North Carolina shall govern this order, and the venue of any action brought hereunder may be laid in or transferred to the County of Guilford, State of North Carolina.

10. Other Terms and Conditions
    Seller agrees to abide by other Terms and Conditions as listed and revised on Guilford College Web Site, www.Guilford.edu.

11. Identification
    All order confirmations, shipping notifications, packages, invoices, and any other written documents affecting this order shall clearly identify the applicable purchase order number. Packing lists should be affixed to the outside of cartons, indicating the contents therein. Guilford College reserves the right to hold invoice payment processing until all items invoiced are received. Furthermore, invoice terms for all held invoices may be paid based upon the receipt date of the last invoice received.

12. Prices
    If price is not stated on this order, it is agreed that goods or services shall be billed at the price last quoted, or paid by a customer of Seller, or the prevailing market price, whichever is lower.

13. Quality Standards
    If a special brand is listed in this order, the goods being purchased must meet the standard for quality, performance, and use of such brand. If Seller is willing to supply a product equivalent to the designated special brand, it must first provide Buyer with descriptive literature identifying its brand, including the quality, performance and specifications. The Buyer must confirm acceptance of product equivalent in writing prior to shipment. If Buyer elects to accept goods purported to be equal to the brand, the goods may be rejected and returned at Seller's expense.

14. Representation
    Contractor warrants that it is a duly organized, validly existing, and in good standing under the laws of North Carolina and is duly qualified to do business in the State of North Carolina and has full power and authority to enter into and fulfill all the terms and conditions of this Purchase Order. Contractor also warrants that it is financially solvent, able to pay debts as they mature, and that they have sufficient working capital to perform duties and obligations to satisfy the terms and agreements of this agreement. Contractor warrants that it is experienced and competent to provide services required and that it has sufficient personnel and supervisors to satisfy the terms and conditions of the Purchase Order.