Purchase Order Terms & Conditions
Vendors should be aware of our terms and conditions which normally prevail for all Carleton purchases. Invoices must reference the Carleton purchase order number, and are to be sent to Accounts Payable.
Acceptance
Purchase Orders are an offer to purchase goods and/or services as set forth. Any of the following acts by Seller shall constitute acceptance of this order: delivery of any of the goods ordered; commencement of performance; or written or verbal acknowledgment expressly accepting the terms set forth. Any additional or different term or condition on Seller’s acknowledgment form, or otherwise communicated by seller in accepting this order, shall be deemed to be material alteration of this order and is hereby objected to by Carleton College. Any such term or condition shall be totally inapplicable to this order unless Carleton College specifically agrees in writing. Acceptance of the goods or services covered by this order will not constitute acceptance by Carleton College of Seller’s terms and conditions to the extent this order is in any way deemed to be an acceptance of a quotation or other offer by Seller. Any such acceptance is expressly conditional upon the consent of the seller to terms and conditions of this order.
Invoices and Correspondence
Unless otherwise directed, send invoices to Carleton College Account Payable Department, One North College Street, Northfield, MN 55057. Reference the Purchase Order number on all invoices, packing slips, bills of lading, credit slips, return authorizations, and correspondence. Individual invoices shall be issued for each shipment and each order.
F.O.B. Destination
The freight terms are F. O. B. Destination, Freight Prepaid, unless discounts acceptable to Carleton College apply.
Delivery
Time is of the essence for all orders. Carleton College reserves the right to cancel any order in whole or in part is any shipment of products or provision of services is not received by the time specified in the order.
Packaging and Shipping Materials
All items covered by a purchase order shall be packed in accordance with good commercial practice to prevent any damage to the items and the Seller shall be liable for damage to items caused by improper packing or packaging. The College highly encourages the use of recycled and recyclable packing material.
Blanket Orders
The estimated expenditure listed on a blanket order does not commit the Buyer to the amount listed. Buyer’s liability shall be limited to quantities actually released, received and accepted.
Tax Exemption
Carleton College is tax exempt under the Minnesota Certificate of Tax Exemption #ES20389. A copy of Minnesota Tax Exemption Certificate is available online from the Carleton College website. Carleton College is not liable for taxes, customs, or assessments in connection with the purchase and/or delivery of goods ordered, except as expressly set forth on the Purchase Order.
Assignment
Seller shall not assign, subcontract, or sublet the order, or any part of it, without the prior written consent of Carleton College. Such consent shall not relieve Seller of any obligations under this order.
Intellectual Property
The Seller warrants that the products and services delivered, either alone or in combination with other materials, will not infringe on any patents, copyrights, trademarks, trade secrets, or other intellectual property in the United States of any foreign country. The Seller agrees to indemnify, defend, and hold harmless Carleton College in any action arising out of any intellectual property infringement.
Substitutions
Substitutions of products, change of quantity, or any other change of order must have prior written approval from Carleton College’s [Purchasing Agent] placing the order.
Termination for Convenience or Cause
Carleton College may terminate the Order or any part thereof for its sole Convenience. Upon notice of such termination, Seller shall immediately stop all work and/or shipment of goods hereunder and cause its suppliers and/or subcontractors to cease their work against the Order. Seller shall be paid a reasonable termination charge consisting of a pro rate percentage of the Order price reflecting the percentage of work performed prior to notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for work performed or costs incurred after receipt of notice of termination, nor for costs incurred by Seller’s suppliers that Seller reasonably could have avoided. Buyer may terminate the Order of any part here for Cause if Seller defaults, fails to comply with any terms and conditions of the Order, becomes insolvent, ceases operations, liquidates or files for bankruptcy protection. Later delivery of goods or performance of services that are defective or do not conform to the Order shall, without limitation, be causes allowing Buyer to terminate the Order for cause. In this event, Buyer will not be liable to Seller for any amount’ but Seller shall be liable to Buyer for all losses, damages, and expenses, including costs of cover, resulting from the default that caused the termination.
Warranty
In addition to its standard warranty, Seller warrants that all goods supplied:
- Shall be free and clear of all liens and encumbrances, good and merchantable title thereto being in the Seller.
- Upon receipt by Seller of payment, good and merchantable title shall be vested by Carleton College.
- Shall be free from any defects in design, material or workmanship and of good and merchantable quality.
- Shall conform to Carleton College’s specifications or the approved sample as the case may be, or be fit for the know purposes for which purchased; and that Seller will not substitute anything without Carleton College’s written consent.
- These warranties shall survive inspection, delivery, and payment.
Compliance with Laws
As a Seller of products or services to the College, the Sellers must comply with all applicable laws and regulations, including but not limited to those specific laws and regulations stated with specifically elsewhere in these terms and conditions.
OSHA
Products shall meet, and be in compliance with, the current applicable prescribed standards of the Federal Occupational Safety and Health Act of 1970 in effect on the date of this order.
Fair Labor Standards
The Seller certifies that all products produced and sold to the College will be produced in accordance with the Fair Labor Standards Act of 1938, as amended.
MSDS
Seller shall provide to Carleton College, or at or before the time of initial shipment, a completed Material Safety Data Sheet (OSHA Form 20 or equivalent for any chemical substances sold hereunder as required by any and all applicable federal, state or local law, ordinance, rule or regulation. Such sheet shall contain all information necessary to comply with the Federal hazard Communication Standard (29 CFR 1910.1200) and all applicable state regulations. Contractors must comply with the OSHA Hazard Communication Standard, and complete the Contractor Agreement before beginning work.
Firearms
Carleton College prohibits contract employees, to the maximum extent permissible under Minnesota law, from carrying or possessing any firearms on campus. Contractors who fail to comply with the paragraph shall be determined to have a material breach of contract and shall entitle Carleton College to terminate this Agreement and without notice.
Indemnification
The Seller agrees to assume entire responsibility and liability, to the fullest extent permitted by law, for all damages or injury to all persons, whether employees or otherwise, and to all property, arising out of, resulting from, or in any manner connected with, the execution of the Work provided for in this contract or occurring or resulting from the use by the Seller, its subcontractors, their agents or employees, of materials, equipment, instrumentalities or other property, whether the same be owned by the Owner, Seller or third parties. Further, the Seller, to the fullest extent permitted by law, agrees to indemnify and save harmless the Owner, its agents and employees from all such claims including, without limiting the generality of the foregoing, claims for which the Owner may be, or may be claimed to be, liable and legal fees and disbursements paid or incurred to enforce the provisions of this paragraph. The Seller further agrees to obtain, maintain and pay for such Commercial General Liability insurance coverage and endorsements and will insure the provisions of this Paragraph, including but limited to completed operations and all other coverages set forth in [the insurance coverage provision].
Insurance
Unless otherwise directed in writing, in the event Seller is to perform labor on Carleton College Campus, Seller shall first take out and maintain the following minimum insurance at its expense for the duration of this Contract.
| a) | Worker's Compensation | Statutory |
| b) | Employer's Liability | $3,000,000 each occurrence |
| c) | Comprehensive General Liability | |
| Bodily Injury/Property Damage Combined Single Limit (CSL) Occurrence | $1,000,000 | |
| Products/Completed Ops occ/agg | $1,000,000 | |
| Personal & Adv. Injury | $1,000,000 | |
| d) | Auto Liability | |
| Combined Single Limit (including hired and non-owned autos) |
$500,000 |
| e) | Upon the request of the College, the Seller shall provide a Certificate |
| Of Insurance evidencing the required insurances and providing a minimum of thirty (30) days written notice of cancellation to the College. |
The general liability insurance specified in section (c) above shall include coverage for the seller’s contractual liability under INDEMNITY with limits not less than that set forth above. The College has the right to demand a certified copy of any insurance policy. For all insurance required, if the Seller carries higher limits, such limits must be shown on the certificate. Every contract of insurance providing the coverage required herein shall contain the following clause: "No reduction cancellation or expiration of this policy shall become effective until ten (10) days after written notice is actually received by Carleton College.” Seller shall not perform any work on Carleton College Campus until all required insurance has been obtained and original certificates confirming coverage and which show Carleton College as an additional insured under the policies that have been furnished to the Carleton College Purchasing Department. In addition the description of operations, the certificate must specify: "The Trustees of Carleton college, and any present or former trustee, administrator employee, volunteer worker or agent is added as additional insured to the captioned policies as their interest may appear. This insurance requirement shall not be construed as limiting in any way the extent to which Seller may be held responsible for the payment of damages to any persons resulting from its operations or the activities of any person or persons for which it is liable.
Exculpation
Any dispute arising under this order not disposed of by agreement shall be decided by a court of competent jurisdiction in the State of Minnesota. Pending settlement on final decision of any dispute, Seller shall proceed diligently with the performance of this order in accordance with Carleton College's decision.
Legal Venue
The jurisdiction and legal venue for any and all claims or other legal matters pertaining to the performance of this order shall be decided by a court in the State of Minnesota. Pending settlement on final decision of any dispute, Seller shall proceed diligently with the performance of this order in accordance with Carleton College's decision.
Complete Agreement
This order, and any supplemental sheets and riders annexed hereto by Carleton College contains the complete and entire agreement between the parties and replaces and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written with respect to such matter. In the event of a conflict between the terms and conditions of this purchase order, as preprinted herein on this form, any differing terms and conditions entered by Carleton College upon the face of this order or within any attachment, the latter shall prevail.
Confidential Information and Advertising
Without the prior consent of Carleton College, Seller shall neither disclose to any person outside of its employ, nor use for purposes other than performance of its obligations under this contract, any information pertaining to Carleton College, Seller shall not in any manner whatsoever disclose, advertise, or publish the fact that Seller has furnished or contracted to furnish to Carleton College the material and/or services ordered hereunder. This prohibition includes, but is not limited to, the publication of Carleton College's name on a customer list and /or the verbal act of naming Carleton College as one of your customers.