RIT
Purchasing

RIT Purchase Order Terms

General Conditions

The following are the terms and conditions ("Terms") upon which the Rochester Institute of Technology ("RIT") will purchase from the identified vendor ("Vendor") and Vendor will sell to RIT the goods or perform for RIT the services identified on the face of a properly-executed purchase order ("P.O."). In addition, if RIT has provided Vendor with any 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. is for construction services, the additional terms found on the Facilities website will also apply, and are incorporated herein by reference. Vendor's performance of service or provision of goods under P.O. constitutes Vendor's acceptance of the Terms without exception. RIT expressly rejects any terms and conditions proposed by Vendor which are in addition to or which conflict with the Terms, without need for further notice of rejection.

Purchase Orders

RIT will not be responsible for goods supplied or services performed by Vendor without a written P.O. RIT may terminate a P.O. or any portion thereof for its sole convenience, subject to an equitable adjustment between Vendor and RIT as to any services or goods then in progress (excluding standard stock). All claims for money due or to become due from RIT shall be subject to deduction or setoff by RIT by reason of any counterclaim arising out of this or any other transaction with Vendor.

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 Vendor's failure to deliver or perform in a timely manner will constitute a material breach of these Terms.

Inspection and Acceptance

The goods delivered or services performed are subject to inspection and approval by RIT prior to acceptance. All goods not fully up to standard and not in compliance with applicable specifications or warranties or shipped or performed contrary to instructions, in excess of ordered quantities, in nonconforming containers, or alleged to violate any statute, ordinance, administrative order, rule, or regulation may, at RIT's option, be rejected by RIT and returned or held at Vendor's risk and expense. RIT may charge to Vendor all expense of inspecting, unpacking, examining, repacking, storing, and reshipping any rejected goods, but such shall not be an exclusive remedy, and RIT may hold Vendor liable for any and all damages arising from any such breach or default.

Title And Risk Of Loss

Title to all goods to be delivered hereunder shall remain in Vendor until such goods are accepted by RIT. All risks of loss of or damage to goods to be delivered by Vendor hereunder shall be upon Vendor until title to such goods passes to RIT, but Vendor shall bear all risk of loss or damage (except as resulting from the gross negligence of officers, agents, or employees of RIT acting within the scope of their employment) to goods rejected by RIT after notice of rejection until such goods are redelivered to RIT. If material or equipment is furnished to Vendor by RIT or the U.S. Government for performance of the P.O., all risks of loss or damage to such material or equipment shall be upon Vendor until the material and or the equipment has been redelivered to the RIT or the U.S. Government. All goods delivered and services performed under a P.O. shall be free of all liens and, if RIT requests, a proper release of all liens or satisfactory evidence of freedom from liens will be delivered to RIT.

Indemnification

Vendor shall indemnify, defend, and hold harmless RIT and its trustees, officers and employees ("Indemnified Parties") against any claims made or legal actions brought against the Indemnified Party by any person or entity as a result of injuries, damages, expenses and losses actually or allegedly incurred by such a person or entity ("Liabilities") arising out of or relating to Vendor's performance or failure to perform pursuant to this P.O., except where the Liabilities are the result of the Indemnified Party's own direct and sole negligence. Vendor's obligation shall include the cost of the Indemnified Parties' defense against such claims or actions. In addition, Vendor shall hold and save RIT and, if applicable, the U.S. Government, and their trustees, officers, agents, and employees, harmless from patent liability of any nature or kind, including costs and expenses, for or on account of any patented or unpatented invention or discovery made or used in the performance of this P.O., including the use or disposal thereof by or on behalf of RIT or the U.S. Government, provided, however, that as to RIT, this indemnification is not and shall not be applicable to any infringement of a U.S. patent to the extent resulting from Vendor's compliance with specific written instructions, plans, or specifications furnished by RIT. The foregoing obligations shall survive the termination, completion or expiration of this P.O. Acceptance by RIT of any other terms and conditions proposed by Vendor shall not abrogate or reduce the indemnification obligations specified herein.

Assignment

None of Vendor's duties or obligation under this P.O. may be delegated or assigned to another party without the prior written consent of RIT's Purchasing Department.

Access to Records

Vendor shall preserve and permit RIT or any of RIT's duly-authorized representatives (including, if applicable, the representatives of a U.S. Government funding sponsor) to examine and audit all directly pertinent books, documents, papers and records of Vendor involving transactions related to this P.O. for the purpose of making audits, examinations, excerpts and transcripts for a period of three (3) years after final payment hereunder. Vendor will refund to RIT any overpayments disclosed by any audit.

Publicity

Vendor shall not in any way or form publicize or advertise the fact that Vendor is providing goods or services to RIT without the express written approval of RIT.

Insurance

Vendor will maintain insurance at its own expense throughout the performance of this P.O. as specified in the RIT Insurance Specifications for Vendors. RIT reserves the right to request higher limits of insurance or additional insurance of which Vendor will be notified in advance, for example, in written bid specifications provided to Vendor. Vendor agrees to indemnify RIT, its employees, trustees and officers for any loss or expense suffered by RIT that Vendor has failed to insure. Acceptance by RIT of any other terms and conditions proposed by Vendor shall not abrogate or reduce the insurance obligations specified herein.

Waiver

The failure of RIT to enforce any of the provisions of this P.O. shall not be construed to be a waiver of such provisions or limit the right of RIT thereafter to enforce each and every provision.

Termination

RIT may terminate a P.O. in whole or in part at any time if Vendor fails to comply with any of the Terms, including without limitation, by making late delivery or performance, or by delivering defective or non-conforming goods or services. If a P.O. is terminated for cause, RIT shall not be liable to Vendor for any amount, and Vendor shall be liable to RIT for any and all damages sustained by reason of the default which gave rise to the termination.

Warranties

Vendor represents and expressly warrants that:

Vendor shall, at its own expense, replace or correct any goods or reperform any services which are not as warranted promptly upon receipt of notice from RIT. Vendor agrees to proceed with the correction of any defects in a manner satisfactory to RIT. Vendor shall assume all risks of loss or damage to goods which are to be corrected or replaced pursuant to this warranty remedy from the date on which Vendor is notified of the defect or nonconformity until the corrected goods or replacements are received at destination designated by RIT. Alternatively, RIT may at its option repair such defective goods at Vendor's expense. This warranty shall expire at the end of 12 months after acceptance of goods or services by RIT. These warranties are in addition to those otherwise offered by Vendor. Vendor's warranty shall run to RIT, its successors, assigns and customers, and third party users of products or services provided by RIT. The Vendor will insert the provisions of this clause, including the paragraph in all subcontracts under this P.O.

Contract Work Hours Standards Act Overtime Compensation

This P.O., if funded by U.S. Government-sourced funds and of a character specified in the Contract Work Hours Standards Act (40 U. S. C. 327.330) is subject to, and Vendor will comply with, Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5).

Equal Opportunity

This P.O., if funded by U.S. Government-sourced funds and not exempt under the rules and regulations of the Secretary of Labor issued pursuant to the Executive Order No. 11246 of September 24, 1965, "Equal Employment Opportunity," as amended and supplemented, is subject to, and Vendor will comply with, all provisions of Executive Order No. 11246 of September 24, 1965, as amended and supplemented, and of the rules, regulations, and relevant orders of the Secretary of Labor.

Disputes

Except as otherwise provided in the P.O., any dispute concerning a question of fact arising under the P.O. which is not disposed of by good faith negotiations may, at the discretion of RIT, or the U.S. Government funding sponsor, be arbitrated, and/or decided by the U.S. Government funding sponsor. Any decision rendered by the U.S. Government shall be final and conclusive unless, within 30 days from the date of receipt of such copy, Vendor or RIT mails or otherwise furnishes to all parties a written appeal. The decision of the U.S. Government for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the Vendor and RIT shall, to the extent agreed to by the U.S. Government funding sponsor, be afforded an opportunity to be heard and to offer evidence. Pending final decision of a dispute hereunder, Vendor shall proceed diligently with the performance of the P.O. in accordance with the decision. This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for above, and nothing herein shall be constituted as making final the decision of any administrative official, representative or board on a question of law.

Additional Clauses

The following clauses, to the extent required by law or RIT's contract or grant award from the U.S. Government as constituted on the date of the P.O., are hereby incorporated herein by reference: OFFICIALS NOT BENEFIT, COVENANT AGAINST CONTINGENT FEES, DISCLOSURE OF INFORMATION, CONVICT LABOR, BUY AMERICAN ACT; NOTICE OF LABOR DISPUTES; UTILIZATION OF CONCERNS IN LABOR SURPLUS AREAS; UTILIZATION OF SMALL BUSINESS CONCERNS; and any other provision of applicable federal law or regulation which by its terms is required to be flowed down in this P.O., except that as used in said clauses, the terms "contract," "contractor," and "Contracting Officer," shall be deemed to refer respectively to "purchase order," "Vendor," and "RIT." Upon request of the Vendor, RIT will furnish the Vendor with copies of the clauses identified herein.

Interpretation

The terms and conditions stated in the P.O. shall constitute the entire agreement between RIT and Vendor, and no modification thereof shall be binding upon RIT unless made in writing and signed by its authorized representative. Failure of RIT to insist on strict performance of any terms and conditions herein shall not be deemed a waiver of any right of remedy that RIT shall have or of any subsequent default thereunder. The laws of the State of New York shall govern the rights of the parties hereto as well as the construction and effect to be given to every provision hereof.

Independent Contractor

Vendor is an independent contractor, and shall not act or purport to act as an agent, representative or employee of RIT. Vendor will determine the means and methods of performing its services. Vendor will supply all equipment, tools, materials, parts, supplies and labor (and the transportation of the same) required to perform except as RIT has otherwise agreed in writing. RIT shall have no responsibility for the loss, theft, mysterious disappearance of, or damage to, equipment, tools, materials, supplies, and other personal property of Vendor or its agents or employees, which may be brought onto RIT premises or stored at RIT except for damage caused by direct and sole negligence of RIT.