Terms and Conditions

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A.   ACCEPTANCE

1.   This order is Buyer's offer  to purchase the goods and/or  services  described  on the reverse  hereof from Seller.   Buyer's placement of this order  with Seller  is expressly conditioned upon Seller's acceptance of all the terms  and conditions of purchase contained on or attached to this order.

2.     Any additional or different terms or conditions which may appear in any communication from Seller are hereby expressly  objected to and shall not be effective or binding unless specifically agreed to in writing by Buyer's Purchasing Department, and no such additional or different terms or conditions in any printed form of Seller shall become part of this contract  despite  Buyer's acceptance  of goods or services,  unless such acceptance specifically recognizes and assents to their inclusions.

3.      Any objection  by Seller to the terms and conditions hereof shall be ineffective unless Buyer is advised in writing within ten days of the date of this order.

4.      Actual delivery by the Seller of conforming goods ordered  herein shall constitute acceptance  by the Seller of this order and the terms  and conditions contained herein.  Delivery of nonconforming goods shall be considered  a rejection  of this order.

 B.     IDENTIFICATION:   All invoices, packages, shipping notices, instruction  manuals and other written  documents affecting this order shall contain the applicable order  number. Packing lists shall be enclosed in each box or package shipped, indicating the contents therein. Invoices will not be processed for payment until all items invoiced are received.

 C.    SHIPPING INSTRUCTIONS:  All goods are to be shipped freight prepaid, F.O.B. destination, unless otherwise stated. Where Buyer has so authorized  in writing, goods may be shipped F.O.B. shipping point, but Seller shall prepay all shipping charges,  route the goods by the cheapest  common carrier, or the carrier specified, and list said charges as a separate  item on Seller's  invoice. Each invoice for shipping charges shall be accompanied by the original or a copy of the bill indicating that  such charges have been paid.  Buyer reserves  the right to reject C.O.D. shipments.  Seller shall not insure the goods for  Buyer's account during shipment except  upon Buyer's written request,  or where the shipping mode is parcel post.

 D.   SPECIAL CHARGES: Seller shall be responsible for the payment of all charges for  handling, packaging, wrapping, bags, containers and related  matters unless Buyer has assumed an express  obligation by notation on the reverse side hereof.

 E.   DELIVERY:  Time is of the essence,  and this order may be terminated if delivery is not made or services  are not performed  by the date specified  on the reverse  side hereof.   No change in the scheduled delivery date  or performance will  be permitted  without Buyer's 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.

 F.  PAYMENT:  Buyer will remit payment to Seller  by mail. Seller agrees  not to deliver goods on a sight draft basis.

G.   PRICES: If  price is not stated on this order,  it is agreed  that  the 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.

 H.   CASH DISCOUNT: If  Buyer is entitled  to a cash discount, the  period of computation will commence on the date of acceptance or receipt  of a correctly completed invoice, whichever is later.  If  an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date on which an agreed adjustment of price is reached.   If a cash discount is made part of the contract, but the invoice does not reflect the existence thereof, Buyer is entitled to a cash discount with the period commencing on the date  Buyer determines that  a cash discount applies.

 I. TAXES: Buyer is a tax-exempt  educational institution.  Federal  Excise Tax Exemption No.52-730056-F. District  of Columbia Exemption No. 350000006433

 J.  ASSIGNMENT: Seller shall not assign this contract, or the right to payment due hereunder, without Buyer's prior written  consent.

K.  LIENS, CLAIMS AND ENCUMBRANCES: Seller  warrants and represents that  all the goods will, when delivered,  be free and clear of all liens, claims, or encumbrances of every kind.

 L.  REJECTION:  All goods purchased hereunder are subject to Buyer's inspection and approval. Goods rejected by Buyer for whatever reason shall be held, transported and/or  stored  at Seller's sole expense.  Seller shall promptly reimburse Buyer for any such expenses.

M.  DEFAULT:  Buyer may, subject to the  provisions of paragraph "N", by written  notice of default  to Seller,  cancel the whole or any part of this order  or exercise any other  remedy provided Buyers of goods by law or in equity including any remedy under the Uniform Commercial Code (RCW Title 62A) in any of the following circumstances:

 1.     If  Seller fails to make delivery of the goods or to perform the services  within the time specified herein or any extension;

2.      If, in Buyer's good faith  judgment, the Seller fails to perform any of the other provisions of this order or fails to make progress as to endanger  performance of this order in accordance with its terms and does not cure such failure  within a period of ten days, or such longer period as Buyer may authorize  in writing, after receipt  of notice from Buyer specifying such failure;

3.      Seller  is in breach of any of the terms or conditions of this order; or

4.      If  Seller  becomes insolvent or makes an assignment for the  benefit  of creditors, or if there shall be instituted  by or against Seller any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt  or insolvency  law of any jurisdiction or for the appointment of a receiver or trustee in respect to any of Seller's  property and such proceeding is not dismissed or cured within 60 days.

N. REMEDIES: Not by way of limitation, the remedies of the  parties  include:

1.     If Buyer cancels this order  in whole or in parts as provided in paragraph "M," Buyer may procure upon such terms and in such manner as Buyer may deem appropriate goods or services similar to those  cancelled and Seller shall be liable to Buyer for any excess  cost for such similar supplies or services,  provided that  Seller shall continue the  performance of this order  to the extent not cancelled under the  provisions of this order.

2.     The rights and remedies of Buyer provided into this clause shall not be exclusive and are in addition to any other  rights and remedies provided by law or under this order.

3.    The failure of the Buyer to insist upon strict performance of any of the terms  of this order  or to exercise any rights  hereunder shall not be constructed as a waiver of Buyer's rights.

4.      The Seller  may be excused from performance under this order  provided the Seller notifies the Buyer within ten days of discovery of any of the  below-named events:

a.     Such events are,  but not limited to, Acts of God, or of public enemy, acts  of Buyer, acts  of the government with lawful jurisdiction over Seller  in either its sovereign or contractual  capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe  weather.

b.     The Seller's failure to perform is caused by default  of supplier or sub­ contractor and if such default  arises  out of causes beyond the control of both the Seller and the supplier or sub-contractor and without the fault or negligence of either  of them.

c.      The Seller agrees to make a concerted  effort to obtain supplies or services  from other  sources  in time to meet required delivery schedule(s),  if such events or causes named above cause a supplier default.

 O.     WARRANTIES: Seller warrants goods  supplied and  work or services performed under  this order conform to specifications herein and are MERCHANTABLE and fit for the particular purposes for  which goods  are ordinarily employed.

1.   Seller further warrants to the Buyer that  all items delivered under this order  will  be free from defects in material, and workmanship and will conform to applicable specifications, drawings, samples and descriptions.   If  Seller  is responsible for design of items, Seller  warrants  that all items delivered under this order  will be suitable for use by Buyer. Buyer's written approval of designs furnished  by Seller shall not relieve Seller of its obligations under this warranty.

2.     Seller shall be liable for all damages to Buyer incurred as a result of any defect or breach of warranty  in any item covered by this order.

3.      The foregoing express warranties shall be in addition to any warranty customarily made by Seller of its product and any implied warranties and shall be construed  as conditions as well as warranties.

4.      SELLER'S WARRANTY SHALL EXTEND FOR A PERIOD  OF 12 MONTHS AFTER THE ITEM IS DELIVERED  AND ACCEPTED BY BUYER AND APPLIED  TO ITS INTENDED USE.

5.    The warranties  represented and covenants of parties  hereto shall survive the delivery of the goods or completion of the work or services  provided and be fully enforceable thereafter. Seller's warranty hereunder  is part consideration for  this order; any payment by Buyer hereunder  is conditional upon this warranty remaining in effect; and no modification or other  change of this warranty shall be valid unless evidenced by Buyer's written change order.

P.      INFRINGEMENTS: Seller  warrants  that  Buyer's purchase, installation, and/or  use of the goods covered hereby will  not result  in any claim of infringement, or actual infringement of any patent,  trademark, copyright, franchise, or other  intellectual  property right.

Q.   RISK OF LOSS:  Regardless of F.O.B. Point, Seller agrees  to bear all risks of loss, injury, or destruction of goods and materials ordered  herein which occur prior to acceptance by Buyer. No such loss, injury or destruction shall release Seller from any obligations hereunder.

R.     INDEMNIFICATION: HOLD HARMLESS:  Seller shall indemnify and hold Buyer harmless from and against all claims, losses, expenses, damages, causes of actions and liabilities of every kind and nature including without limitation reasonable attorney's fees, without waiver of  Seller's obligation to indemnify Buyer hereunder, arising from or out of any alleged breach of any of Seller's obligations or warranties hereunder or from other  acts or omission of Seller, its officers, agents, employees, and sub-contractors.

 S.   EQUAL EMPLOYMENT OPPORTUNITY:   Unless exempted  by Presidential  Executive Order11246 and applicable regulations hereunder, Seller  certifies that  it does not, and will  not maintain segregated facilities,  nor permit its employees to work at  locations where facilities are segregated on the  basis of race, color, religion, national origin, age or sex.

 T.   SERVICE OR INSTALLATION OF WORK:  In the event this order  requires the  performance of work or installation of goods by Seller upon any property or project  of Buyer, the following conditions shall also be applicable:

1.     Seller shall take precautions to protect  all property and persons from damage or injury arising out of its work and shall comply with all fire, safety and other applicable regulations prescribed  by any governmental agency and by Buyer and/or owner of the  project  upon which work is being performed,  and shall be responsible for the observance thereof  of all sub-contractors, employees, agents,  and representatives of Seller and its sub-contractors. Seller shall also obtain at its own expense and provide Buyer with proof of insurance coverage satisfactory to Buyer for workmen's compensation and property damage, public liability, personal injury, employer's liability and other  applicable insurance.

2.      Seller shall keep the premises and work free and clear of all mechanic's and material men's liens or claims; Seller shall promptly pay for all labor and material and if Seller fails to do so Buyer without waiving any rights or remedies against Seller for or by reason of such failure may, but without any obligation to do so, pay the same and deduct  the amount of such payments from sums due Seller  hereunder; and Buyer may withhold any payment to Seller  until receiving such affidavits, waivers, and releases with respect to claims for labor and materials as Buyer may require.

3.      The work shall remain at Seller's  risk prior to written acceptance by Buyer and/ort he owner of the  project and Seller shall replace at its own expense all work damaged or destroyed by any cause whatsoever.

4.      Seller shall act as an independent contractor and not as the agent or representative of Buyer.

5.      Seller shall perform its work in accordance  with the schedules and work programs established by Buyer and shall fully cooperate  with Buyer and others engaged in work on the  project so that  the work on the entire  project  may be performed  with the utmost speed, consistent  with good practices. In case of conflict,  Buyer may direct the necessary coordination.

6.    Seller shall carry on its work so that  the  premises shall at all times be clean, orderly and free from debris and upon completion shall remove all equipment and unused materials from the project;  clean up all refuse and debris and leave the site  of the work clean, orderly and in good condition.

7.    Seller shall require Seller's employees, agents, contractors, or sub-contractors to abide by Buyer's Work and Safety rules when work or services  are  performed  at Buyer's premises.   Buyer has the right to exclude personnel from Buyer's premises who do not abide by such rules, and at  Buyer's election to declare a default  under the order.

8.    Seller  is solely liable for  its employees, agents, contractors, or sub-contractors and their  action  while on Buyer's premises  and the Seller indemnifies and will protect Buyer from all loss, claims, expenses, damages arising from or out of the  presence or activity of Seller's employees while at Buyer's premises.

U.   ADVERTISING: No advertising or publicity matter having or containing any reference to Buyer or any of its staff members  shall be made by Seller  or anyone in Seller's behalf  unless Seller has written consent  of Buyer.

 V.     DISCLOSURE OF INFORMATION:   All data  and information  not already in the  public domain, developed  or disclosed  during the  life of this  order, will be the  property of the  Buyer and will be classified in secrecy and confidence by the  Seller. Seller  will keep confidential of all such data  and information  until it comes into the  public domain or until Buyer's Purchasing  Agent consents in writing to disclosure.

W.  ATTORNEYS' FEES:  In any suit or action  brought  to enforce any term, condition, or

covenant  herein, or recover damages arising from any breach  of this  contract, the  Seller shall pay to the  Buyer reasonable attorney's fees and all other costs and expenses which may be incurred by the  Buyer in any such suit  or action and in any reviews thereof and appeals  there from.

X.   GOVERNING LAW: Unless otherwise specified this order is governed  by the  laws of the District of Columbia.

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