Forms and New Vendor Information
THE CULVER EDUCATIONAL FOUNDATION
STANDARD TERMS AND CONDITIONS
1. Acceptance - This order is subject to immediate acceptance by the Seller or Contractor (hereinafter "SELLER"), or The Culver Educational Foundation (hereinafter "FOUNDATION") reserves the right to cancel the order. Once accepted, the order shall constitute the entire contract between the FOUNDATION and SELLER and shall not be altered, amended, supplemented, or canceled except in writing by an authorized representative of the FOUNDATION and SELLER.
2. Price - If no firm price is specified herein, charges shall not exceed SELLER'S standard price for merchandise of like quality and quantity. If no price is specified, but a price agreement or contract number is indicated on the order, then pricing shall be applied by the SELLER in accordance with that document.
3. Samples, Proofs, Bluelines, etc. - May be requested for inspection and approval prior to manufacture or delivery.
4. Delivery - Unless otherwise specified on the order, delivery shall be F.O.B. The Culver Educational Foundation, freight prepaid and allowed, to address indicated, and SELLER shall bear all costs for cartage, boxing, or containers as required. Where freight charges are to be the responsibility of the FOUNDATION, the SELLER shall agree to ship the most economical way, consistent with the delivery needs of the FOUNDATION. SELLER shall retain title and bear the risk of loss or damage to the items purchased until they are delivered in conformity with this order at the specified F.O.B. point. Passing of title upon such delivery shall not constitute acceptance by the FOUNDATION. The FOUNDATION also reserves the right to cancel this order in whole or in part, if any shipment of goods covered hereby is not received by the time specified on purchase order and/or contract.
5. Seller to Package Goods - SELLER shall package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) SELLER's name and address; (b) Consignee's name, address and purchase order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes, and (d) the number of the container bearing the packing slip. SELLER shall bear cost of packaging unless otherwise provided.
6. Changes, Additions, Cancellation - From time to time, the FOUNDATION may make changes, issue additional instructions, require additional work; or direct the omission of work previously ordered. Such changes shall be issued in writing to the SELLER by an authorized representative of the FOUNDATION, and all conditions and provisions of this purchase order shall apply to all such modifications. No extra work, additions, or alterations will be paid for by the FOUNDATION unless approved by and performed pursuant to written order of the FOUNDATION. The FOUNDATION may cancel this order at any time by providing written notice to the SELLER. Except for cancellation resulting from default by the SELLER, the FOUNDATION may negotiate an equitable payment to the SELLER for any materials or work completed or in the process at the time of cancellation.
7. Inspection, Approval, Warranty - All articles sold and materials and work supplied hereunder shall conform to the specifications, drawings, samples, bluelines or other description furnished by the FOUNDATION, and will be of good quality, free from any defects, and fit and sufficient for the purposes intended. All goods delivered or work provided shall be delivered free from any security interest, lien, encumbrance, or other claim of any third person. These warranties shall survive inspection, acceptance, passage of title, and payment by the FOUNDATION. All goods delivered or work provided shall be received subject to inspection and approval by the FOUNDATION. The FOUNDATION’s inspection, failure to inspect or reject, nor payment therefore, shall relieve the SELLER of any obligation hereunder, and such inspection shall not exclude any warranties in respect to such goods delivered to work provided.
8. Remedies and Applicable Law - This agreement shall be governed by and construed in accordance with the law of the State of Indiana. Buyer and SELLER shall have all remedies afforded each by said law.
9. No Replacement of Defective Tender - Every tender of goods must fully comply with all provisions of this contract as to time of delivery, quantity, quality, and the like. If a tender is made which does not fully conform, this shall constitute a breach and SELLER shall not have the right to substitute a conforming tender.
10. Indemnification - The SELLER agrees to indemnify the FOUNDATION and hold it harmless from and against all liability, loss, and expense (including reasonable legal fees) resulting from patent infringements, damages, or injuries incurred by the FOUNDATION by reason of any defect in material, workmanship, and/or design of any goods furnished, or work provided hereunder.
11. Bankruptcy - In the event of any proceedings in bankruptcy or insolvency by or against the SELLER, or in the event of the appointment (with or without the SELLER's consent) of an assignee for the benefit of creditors, or of a receiver, the FOUNDATION may cancel this order for default.
12. Equal Employment Opportunity/Non-Discrimination - As a condition of this order, the SELLER agrees that they shall not discriminate against any employee or applicant for employment because of age, sex, race, color, religion, national origin, ancestry, or handicap; will take affirmative action to insure equal employment opportunity and treatment of all employees and applicants in all matters regarding employment; and, will conform to all provisions of law regarding equal opportunity and non-discrimination of the State of Indiana and the United States of America, as well as executive orders of the Governor and the President, respectively, relating thereto. Any breach thereof may be regarded by the FOUNDATION as a material breach of this or any Purchase Order.
13. Force Majeure - Neither party shall be held responsible for any losses resulting if the fulfillment of any terms or provisions of this contract are delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence, said party is unable to prevent.
14. Gratuities - The Foundation may, by written notice to the SELLER, cancel this contract if it found by Foundation that gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by the SELLER, or any agent or representative of the SELLER to any office or employee of The Culver Educational Foundation with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such contract.
15. Invoicing - Individual invoices must be issued for each purchase order. Invoices shall be submitted in triplicate (one marked ORIGINAL) to The Culver Educational Foundation, Accounts Payable, 1300 Academy Road #159, Culver, Indiana 46511-1291. Unless otherwise specified, invoices shall be mailed the day shipments are made. Discount terms must be stated on the invoice and will be calculated from the date material or the invoice is received, whichever is later! The SELLER's Federal Tax identification number shall be shown on all invoices.
16. Order Number - The FOUNDATION’s PURCHASE ORDER NUMBER MUST SHOW ON ALL INVOICES, PACKING LISTS, AND BILLS OF LADING.
17. Warranties - In addition to any implied warranties, SELLER warrants that the goods furnished shall conform to the specifications, drawings, and descriptions listed herein, and to the sample or samples furnished by the SELLER, if any. In the event of a conflict between the specifications, drawings, descriptions, the specifications shall govern.
18. Modifications - This agreement can be modified or rescinded only in writing signed by both parties or their duly authorized agents.
19. Assignment-Delegation - No right or interest in this contract shall be assigned or delegation of any obligation made by SELLER without the written permission of the Buyer.
20. Interpretation-Parol Evidence - This writing is intended by the parties as a final expression of their Agreement and is intended also as a complete and exclusive statement of the terms of their Agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this Agreement, the definition contained in the Code is to control.
21. Termination for Default - In the event that the SELLER shall fail to maintain or keep in force any of the terms and conditions of this Agreement, The Foundation may notify the SELLER in writing of such failure and demand that the same be remedied within 10 days. Should the SELLER fail to remedy the same within said period, The Foundation shall then have the right to terminate this Agreement.
22. No Waiver - No waiver by Buyer of any breach of the provisions of this Agreement by the SELLER shall in any way be construed to be a waiver of any future breach or bar the Buyer's right to insist on strict performance of the provisions of the Agreement.
23. Termination - The FOUNDATION may by written notice, stating the extent and effective date, terminate this order for convenience in whole or in part, at any time. FOUNDATION shall pay SELLER as full compensation for performance until such termination: (1) the unit or pro rata order price for the delivered and accepted portions; and (2) a reasonable amount, not otherwise recoverable from other sources by SELLER as approved by FOUNDATION, with respect to the undelivered or unacceptable portion of this order, provided compensation hereunder shall in no event exceed the total order price.
24. Taxes - The Culver Educational Foundation is incorporated under Chapter 502 (c) 3, and as such, is exempt from all Federal Excise Taxes and from Indiana Sales and Use Taxes.
25. Labor Disputes - SELLER shall give prompt notice to the FOUNDATION of any actual or potential labor dispute which delays or may delay performance of this order.
THE CULVER EDUCATIONAL FOUNDATION