(Download and print the PDF version of Rensselaer General Terms & Conditions)

1. ORDER AND CONTRACT: This purchase order shall not be valid unless it has been processed by Rensselaer’s purchasing department and authorized by Rensselaer. The proper purchase order number and coding will be assigned and authorized. In case of invalid purchase order, Rensselaer shall not be responsible for payment. PURCHASE ORDER NUMBER MUST APPEAR ON ALL CORRESPONDENCE.
   
   
2. RISK OF LOSS: Risk of loss shall not pass to Rensselaer until all goods, products and/or systems covered by this purchase order shall have been actually received and accepted by Rensselaer at the destination specified herein. Vendor assumes full responsibility for packing, crating, marking and transportation of all goods, products and/or systems covered by this purchase order, and full liability for loss or damage of any goods, products and/or systems in transit, notwithstanding (i) any specification herein of the method of such packing, crating, marking and/or transportation and/or (ii) any agreement by Rensselaer to pay freight, express, or other transportation charges.
   
   
3. TIME OF DELIVERY: Delivery hereunder must be made on or before the date specified in this purchase order (or, if no delivery date is specified elsewhere in this purchase order, delivery shall be made within a reasonable time, and in any event within ninety [90] days from the date of this purchase order). Time of delivery is of the essence. If any delivery date(s) cannot be met, Vendor must inform Rensselaer immediately. Such notification shall not, however, constitute a change to the delivery terms of this purchase order, unless agreed to by Rensselaer.
   
   
4. IMPROPER DELIVERY OR PERFORMANCE: In addition to other rights and remedies provided under other provisions of this purchase order, or by applicable law, Rensselaer shall have the right to refuse any goods, products, systems, services and/or work covered by this purchase order, and to cancel all or any part of this purchase order, if Vendor fails to deliver or perform all or any part of such goods, products, systems, services and/or work in accordance with the terms and conditions of this purchase order. Rensselaer’s acceptance of and/or payment for any part of the goods, products, systems, services and/or work covered by this purchase order shall not bind Rensselaer to accept, or to pay for, any future goods, products, systems, services and/or work, and shall not deprive Rensselaer of the right to return any goods, products, systems, services and/or work already accepted and/or paid for by Rensselaer.
   
   
5. WARRANTIES: In addition to all other warranties made in other parts of this purchase order, or pursuant to applicable law, vendor expressly warrants all goods, products, systems, services and/or work covered by this purchase order to be merchantable, to be fit for the purpose intended by Rensselaer, to be free from defects in material and workmanship, and to be of the quality, size and dimensions ordered. No warranty shall be deemed waived by reason of Rensselaer’s acceptance of, or payment for, any goods, products, systems, services and/or work.
   
   
6. SAFE AND LAWFUL PERFORMANCE: All goods, products, systems, services and/or work covered by this purchase order must comply with all applicable governmental laws, rules, regulations and ordinances, including but not limited to OSHA, ANSI, EPA and ENCON. Vendor certifies to this requirement and Vendor hereby warrants that the goods, products, systems, services and/or work covered by this purchase order comply (and will comply) with this requirement. In the event of any violation by Vendor of this requirement, then in addition to all other rights and remedies available to Rensselaer by reason of such violation, Rensselaer shall have the right, at its sole option, to order cessation of performance of all or any part of this purchase order, and Rensselaer shall have no liability whatsoever to Vendor, or to any other person or entity, by reason of any such interruption. Nothing in this paragraph shall be construed as making Rensselaer responsible for monitoring Vendor’s compliance with this requirement, nor as imposing any obligation upon Rensselaer to see to Vendor’s compliance with this requirement, nor as imposing any liability upon Rensselaer for any damages resulting from any failure by Vendor to comply with this requirement.
   
   
7. ASSIGNMENT, SUBCONTRACTING: Neither party shall have any right to assign this purchase order or any benefits arising from this purchase order without prior written consent of the other party and, unless otherwise agreed upon by the non-assigning party in writing, the right of any assignee shall be subject to all setoffs, counterclaims, and other comparable rights arising hereunder.
   
   
8. INDEMNIFICATION: Vendor, to the fullest extent permitted by law, shall indemnify and hold harmless Rensselaer, its trustees, officers, employees, agents and representatives from and against: (i) any and all claims, causes of action, actions, liability, loss, damages and expenses, including but not limited to claims for bodily injury, death, sickness, disease, occupational disease, personal injury, damage to property, and the loss of use thereof, all of whatever kind or nature, (all hereinafter "Claim(s)") arising directly or indirectly from, due to, or with respect to, all or any part of this purchase order, or the goods, products, equipment, items, systems, services and work covered by this purchase order, (ii) any and all Claim(s) arising by reason of the breach by Vendor of any of the covenants, terms, conditions, or representations given by Vendor, in or with regard to this purchase order, (iii) any and all Claim(s) arising from or relating to the negligence, act or omission, failure to act, misfeasance, nonfeasance, or other fault, by, or of, the Vendor, its officers, employees, agents, subcontractors, suppliers, materialmen, and or consultants, (iv) any and all Claim(s) based on trademark, patent, or copyright infringement or alleged infringement, (iv) any and all Claim(s) arising from any failure by Vendor to comply with any applicable federal, state, county, municipal or local, law, ordinance, code, regulation, rule or order, including but not limited to any and all Claim(s) and liability under a) OSHA, and (b) Article 10 of the New York Labor Law, and (v) any and all Claim(s) and liability arising out of the ownership, maintenance or use by Vendor, its officers, employees, agents or representatives, of any motor vehicle, or the vehicle or use of any motor vehicle by any of Vendor's subcontractors, suppliers, materialmen, or consultants, or the officers, employees, agents, or representatives of any of them. (vi) All Rensselaer's costs and expenses incurred in connection with such Claim(s), including but not limited to, Rensselaer's reasonable attorneys' fees, consultant's and expert witness fees, expenses, litigation expenses, costs and disbursements, all such costs and expenses shall be paid to Rensselaer promptly, as the same are incurred.
   
   To the fullest extent permitted by law, if Rensselaer so requests, at Vendor's sole cost and expense, Vendor shall defend any such Claim(s) or litigation brought against Rensselaer with counsel acceptable to Rensselaer in Rensselaer's sole discretion, and if Rensselaer decides to defend any Claim(s), Rensselaer shall be entitled to appear, defend or otherwise take part in the matter involved, at its option, by counsel of its choosing at Vendor's expense.
   
   Vendor's obligations under this paragraph entitled "Indemnification" shall survive Rensselaer's acceptance of, and payment for, the goods, products, equipment, items, systems, services or work covered by this Purchase Order.
   
   Severability, The invalidity or unenforceability of any part, term or provision of this indemnification agreement shall not invalidate, make unenforceable or otherwise affect any other part, term or provision of this indemnification agreement which shall remain in full force and effect.
   
   
9. LIMITATION OF LIABILITY: Rensselaer shall not be liable for any indirect, special, or consequential damages or lost profits or like expectancy damages suffered by vendor or any third party arising out of this purchase order. Rensselaer’s total obligation under this purchase order is set forth in the “total” field on the face of this purchase order.
   
   
10. CHANGES: Rensselaer may, at any time, by an authorized order, and without notice to the sureties, make changes to the general scope of this purchase order in any one or more of the following: (i) drawings, designs, or specifications; (ii) method of shipment or packing; and (iii) place of delivery. If any such change causes an increase or decrease in the cost of, or in the time required for the delivery or performance of, any part of the goods, products, systems, services and/or work covered by this purchase order, an equitable adjustment shall be made in the price, or the delivery schedule, or both, specified in this purchase order, and this purchase order shall be modified in writing accordingly. Any claim by Vendor for adjustment under this clause must be asserted within 30 days from the date of receipt by Vendor of the notification of change. Where the cost of property made obsolete or excess as a result of a change is included in the Vendor’s claim for adjustment, Rensselaer shall have the right to prescribe the manner of disposition of such property. However, nothing in this clause shall excuse Vendor from proceeding with this purchase order as changed.
    
    
11. INSPECTIONS: Rensselaer shall have the right (but not the obligation) to inspect the goods, products, systems, services and/or work covered by this purchase order, and the activities of Vendor under this purchase order, in such manner and at such reasonable time(s) as Rensselaer may deem appropriate. Final inspection shall be at Rensselaer’s premises unless otherwise agreed by Rensselaer in writing. Any goods, products, systems, services and/or work rejected as not conforming to this purchase order shall be returned at Vendor’s expense, including transportation and handling charges, if any.
    
    
12. INSURANCE: Before any services and/or work can be performed on Rensselaer premises, evidence of insurance in force naming Rensselaer as an additional insured must be in the possession of the Rensselaer Department of Risk Management, 110 8th Street, Troy, New York 12180-3590. Unless otherwise directed in writing, the following coverages are required:
    
    A. Comprehensive General Liability
    Including operations and completed operations
    $2,000,000 — occurrence
    $2,000,000 — aggregate
    
    B. Comprehensive Automotive Liability
    Including owned, non-owned and hired
    Autos
    $1,000,000 combined single limit
    
    C. Workers Compensation as required by law
    
    
13. CANCELLATION: Rensselaer may cancel this Purchase Order in whole or in part for its sole Convenience. Upon notice of such termination, Vendor shall immediately stop all work, including shipment of goods under this purchase order and cause its suppliers and/or subcontractors to cease their work for this purchase order. In addition, but without limiting the foregoing, should this purchase order be unfilled, in whole or in part, as the delivery dates specified herein (or, if no delivery date is specified herein, within a reasonable time after the date of this purchase order, and in any event within ninety (90) days from the date of this purchase order), then in addition to all other rights and remedies available to Rensselaer by reason of such default, Rensselaer shall have the right to cancel this purchase order, either in whole or in part by giving Vendor notice of such cancellation. In the event of cancellation by Rensselaer, Rensselaer shall have no liability hereunder other then to pay for any usable portion of the goods, products, systems, services and /or other work delivered or performed by Vendor, and accepted by Rensselaer, prior to such cancellation. Without limiting the scope or generality of the preceding portions of this paragraph, it is understood and agreed that back orders not fully delivered or performed within ninety (90) days from the date of this purchaser order are subject to cancellation by Rensselaer at its sole option. Rensselaer may also terminate this purchase order in whole or in part for Cause upon seven (7) days written notice if Vendor fails to comply with any material term or condition of this purchase order or fails to comply in a material way with the requirements of this purchase order. Late delivery of goods or services or delivery of goods or services that are defective or do not conform to this Purchase Order shall be, without limitation, causes allowing the University to terminate for cause. In this event, Rensselaer will not be liable for any amounts, but Vendor shall be liable to Rensselaer for all losses, damages and expenses, including, without limitation, the excess cost of re-procuring similar goods or services; shipping charges for any items Rensselaer may at its option return to Vendor, including items already delivered, but for which Rensselaer no longer has any use because of Vendor’s default; and amounts paid by Rensselaer for any items Rensselaer has received but returns to Vendor. If a determination is made that Rensselaer improperly terminated this Purchase Order for Cause, then such termination shall be deemed to have been for Rensselaer’s Convenience.
    
    
14. TAXES: Except as may be otherwise expressly provided in this purchase order, the price includes all applicable Federal, State, and local taxes and duties. Vendor warrants and represents that Vendor has any and all authorizations’ licenses and/or permits required to collect such taxes and duties, and Vendor agrees that Vendor shall remit the appropriate taxes and duties to the appropriate taxing authorities on or before the date on which such taxes and duties shall be due. Vendor shall indemnify Rensselaer and hold Rensselaer harmless from any liability, loss, damage and expenses (including but not limited to legal fees) arising from or due to any default or breach by Vendor under this paragraph.
    
    
15. DISPUTES: This purchase order shall be construed and enforced in accordance with the laws of the State of New York; and any legal action or proceeding concerning this purchase order shall be brought in New York State (in Rensselaer County, in the case of any New York State court action or proceeding, and in the Northern District of New York, Albany Division, in the case of any Federal Court action or proceeding).
    
    
16. RIGHT TO WITHHOLD PAYMENT: In the event that Rensselaer receives notification (oral or written, formal or informal) that a subcontractor of Vendor claims that such subcontractor is owed payment by Vendor for goods, products and/or systems provided, or services and/or work performed, in furtherance of this purchase order, then in addition to all other rights and remedies available to Rensselaer, Rensselaer shall have the right (but not the obligation) to withhold any payment due Vendor until settlement of the dispute between Vendor and such subcontractor. In no event shall Rensselaer be required to withhold any such payment, and in no event shall Rensselaer be liable to any subcontractor by reason of any failure or refusal by Rensselaer to withhold any such payment.
    
    
17. USE OF THE NAME OF RENSSELAER: The Vendor agrees not to use the name of Rensselaer, or the name of any member of Rensselaer’s staff, in sales promotion work or advertising, or in any form of publicity, without the written permission of Rensselaer.
    
    
18. EXAMINATION: Vendor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of three years after final payment under this purchase order, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Vendor involving transactions related to this purchase order. This paragraph applies only to purchase orders exceeding $2,500 and does not apply to purchase orders for public utility services at rates established for uniform applicability to the general public.
    
    
19. EQUAL EMPLOYMENT OPPORTUNITY: This purchase order is subject to the requirements of Executive Order 11246 and the rules, regulations, and orders of the Secretary of Labor in promoting equal employment opportunities.
    
    
20. AFFIRMATIVE ACTION FOR DISABLED VETERANS & VETERANS OF THE VIETNAM ERA: This purchase order is subject to the requirements of Public Laws 92-540 and 93-508, Executive Order 11701, and the regulations of the Secretary of Labor in promoting employment opportunities for disabled and Vietnam veterans.
    
    
21. AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS: This purchase order is subject to the requirements of Section 503 of the Rehabilitation Act of 1973 Public Laws 93-112 and 93-516, Executive Order 11758 and the regulations of the Secretary of Labor in promoting affirmative action in employment of the handicapped.
    
    
22. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT — OVERTIME COMPENSATION: This purchase order, to the extent that it is of a character specified in the Contract Work Hours and Safety Standards Act (40 USC 327-333), is subject to the provisions of the Act, including overtime requirements and penalties for violation thereof.
    
    
23. ANTI-KICKBACK: Rensselaer complies with all provisions of the Anti-Kickback Act of 1986 (41 USC 51-58) and all regulations published regarding the Act. Any violation must be reported to the Rensselaer immediately. Vendor agrees, by accepting this purchase order, to also comply with all provisions of the Act and all regulations regarding the Act and to reprint this paragraph in its subcontracts.
    
    
24. REQUIRED NOTICES TO VENDOR’S EMPLOYEES UNDER FEDERAL LAW: This purchase order is subject to the requirement of Executive Order 13201 and the rules and regulations promulgated thereunder at 29 CFR Part 470 which may require vendor to provide required notices advising its employees of their rights under federal law pertaining to union membership.
    
    
25. SUBCONTRACTS: Vendor agrees to insert the provisions of paragraphs 18, 19, 20, 21, 22, 23 and 24 into all subcontracts.
    
    
26. ACCEPTANCE — ENTIRE AGREEMENT — CAPTIONS: This purchase order constitutes Rensselaer’s offer to Vendor. Any and all prior offers by Rensselaer are withdrawn, and any and all prior offers by Vendor are rejected. Without regard to any provision to the contrary which may be contained in any form or document provided or to be provided by Vendor, Vendor’s acceptance of this offer (i) shall be evidenced by Vendor’s acknowledgment of this purchase order on the face hereof, or by Vendor’s full or partial performance of this purchase offer, and (ii) shall be deemed to be Vendor’s unqualified and unconditional acceptance of this purchase order and of all terms and conditions of this purchase order, without addition, deletion or other modification of any kind. In the event of any conflict between any term or provision set forth in this purchase order and any term or provision set forth in any document provided or to be provided by Vendor in connection with this transaction, the term or provision set forth in this purchase order shall control. Captions in this purchase order are for convenience only, and do not define, limit or expand the meaning of the captioned provisions.

September, 2005