B体育官网入口

Purchase Order Terms and Conditions

B体育官网入口 Purchase Order Terms and Conditions

The District Board of Trustees of B体育官网入口, Florida (SF) is a body corporate of the state of Florida with authority to enter into contracts on behalf of Santa Fe College (the College), a Florida College Institution and political subdivision, and is subject to Florida law as a public entity. By accepting a Purchase Order (PO) from SF, the Seller/Supplier/Contractor (Vendor) agrees to these Standard Terms & Conditions (Terms). These Terms are incorporated into the PO, together with any related written agreements, attachments, addenda, scope, specifications, drawings, and solicitation (collectively, the 鈥淐ontract鈥�). The Contract shall constitute the complete agreement between SF and Vendor for the goods and/or services described, including agreed-to change orders, if any. Acceptance of PO by Vendor may be verbally or in writing or by commencement of the work or delivery of goods by Vendor to SF as set forth in the PO. Vendor may have its own terms of use or conditions, whether listed on its order form or referenced as content on Vendor鈥檚 website. SF does not agree to be bound by any of Vendor鈥檚 terms that conflict with the below Terms; this is true even if the Vendor鈥檚 documents specifically say that Vendor鈥檚 terms prevail. If SF and Vendor have previously entered into a formal written agreement, that has not expired or been terminated, for the same services, the parties agree the terms and conditions included in said agreement have preference.

TAXES

SF is exempt from Federal Excise or State Sales Taxes. Do not include these items on invoices. Tax Exempt Number: 85-8012557296C-6.

DELIVERY

Unless an actual date of delivery is specified, all orders (with the exception of furniture) are to be delivered to the Ship-To address on PO within 30 days from the PO Date, unless otherwise stated by SF. Furniture is to be delivered within 90 days. SF and Vendor will exercise every reasonable effort to meet their respective duties for the PO, but neither will be liable for delays resulting from causes beyond their control, such as hurricane, flood, fires, national disasters, strikes, wars, riots, or acts of God. Vendor shall promptly notify SF of delay and upon notification, SF may agree to extend the delivery/performance date or may terminate the Contract.

INSPECTION, ACCEPTANCE, AND TITLE

SF has the right to inspect, test and reject all goods and services provided under the PO and may require Vendor to correct any deficiencies or errors prior to acceptance. Inspection and acceptance will be at destination unless otherwise agreed. Title to or risk of loss or damage to all items shall be the responsibility of the Vendor until acceptance by SF, unless loss or damage results from negligence by SF. If a good from Vendor is found to be defective or not confirm to the specifications, SF may terminate the Contract, reject the good, or return the deficient good, at Vendor鈥檚 expense, for Vendor to replace or provide a credit for the returned good or other act as agreed by the parties. No substitutions, modifications, assignments, or price increases shall be binding on SF unless approved in writing by an authorized representative of SF by a written change order or other written documentation.

PAYMENT

Payment will be made by SF after the goods or services have been received, inspected, performed, and found by SF to comply with specifications or scope of work/services. All items ordered must be free of damage or defect and properly invoiced. All invoices shall bear the PO#. The obligations of SF under the Contract are subject to the availability of funds lawfully appropriated annually for its purposes by the Legislature of the State of Florida.

DISCOUNTS

Vendors are encouraged to reflect discounts for cash, net 10 or net 15 payment terms, or for prompt payment.

CONDITION AND PACKAGING

Unless otherwise clearly stated in the Contract, it is understood and agreed that any good shipped as a result of the PO shall be a new current standard production model available at the time and date of the PO. In addition to any service warranty, Vendor warrants that the good or service is free from defects and error, is sufficient for the intended purposes, and conforms to the given or attached specifications or scope.

SAFETY STANDARDS

Unless otherwise stated in the Contract, all manufactured items and fabricated assemblies shall comply with applicable requirements of Occupational Safety and Health Act and any standards thereunder. Material Safety Data Sheets must be provided for all toxic and chemical items delivered under the PO.

UNDERWRITERS' LABORATORIES

Unless otherwise stipulated, all manufactured items and fabricated assemblies shall carry U.L. approval and reexamination listing where such has been established.

NONDISCRIMINATION

Vendor shall not discriminate against any person on grounds of race, ethnicity, national origin, color, religion, age, disability, sex, pregnancy status, gender identity, sexual orientation, marital status, genetic information, political opinions or affiliations, veteran status, or other legally protected classes under the laws of the State of Florida or the federal government. Inquiries regarding non-discrimination policies or concerns about discrimination or harassment, including concerns about sexual harassment or sexual violence, should be directed to: Equal Opportunity Officer and Title IX Coordinator, (352) 395-5950, equity.officer@sfcollege.edu.

GOVERNING LAW; VENUE

Vendor shall comply with all federal, state, county, and local laws, ordinances, rules and regulations that in any manner are applicable to or affect the goods or services and shall, at its own expense, obtain all required licenses, permits and governmental approvals relating to its performance of the PO. The Contract is executed in the State of Florida, and shall be construed, performed, and enforced in all respect in accordance with the laws, rules and regulations of the State of Florida. The venue of any dispute arising hereinunder or in connection herewith shall be in a court of competent jurisdiction in and for Alachua County, Florida.

STATE LICENSING REQUIREMENT

All entities defined under F.S. Chapters 607, 617, or 620, doing business with SF shall be registered with the State of Florida's Department of State and obtain a certification of authority if required.

INDEMNIFICATION

SF and the College are protected by sovereign immunity under F.S. 搂768.28. Vendor agrees to indemnify and hold harmless SF and its trustees and employees from and against any and all claims and liabilities, including fees and costs, for injury or death of persons or damage to any property which may result, in whole or in part, from any act or omission on the part of the Vendor, its agents, employees or representatives, or arising from any Vendor-supplied goods or services, except to the extent that such is due solely and directly to the negligence of SF. Nothing contained herein shall be construed or interpreted as (1) denying to either party any remedy or defense available to such party under the laws of the State of Florida; (2) the consent of the State of Florida or its agents, political subdivisions, and agencies to be sued; or (3) a waiver of sovereign immunity beyond the waiver of the amounts provided in F.S. 搂768.28. This section shall survive the termination of all performance or obligations under the Contract and shall be fully binding until such time as any proceeding brought on account of the Contract is barred by any applicable statute of limitations.

INSURANCE

Vendor will maintain insurance acceptable to SF in full force and in effect throughout the term of the Contract. Vendor will provide a certificate evidencing coverage (COI) to SF upon request.

INDEPENDENT CONTRACTORS

The relationship of SF and Vendor is that of independent contractors. Personnel of both parties are neither agents nor employees of the other party for federal tax purposes or any other purpose whatsoever and are not entitled to any employee benefits of the other party. The representations or views of Vendor shall not be construed to be those of SF.

FERPA

In accordance with the Family Educational Rights and Privacy Act (FERPA), 20 USC 1232g et seq., 34 CFR Part 99, and F.S. 搂1002.225 and 搂1006.52, should Vendor be deemed to have a legitimate educational interest in accessing a student鈥檚 educational records or identified as a 鈥渟chool official鈥� for purposes of FERPA, Vendor and its employees shall take all measures necessary to comply with the non-disclosure of protected information. Vendor shall not use or disclose confidential student information received from or on behalf of SF (or its students) except as permitted by SF, as required by law, or as otherwise authorized in writing by SF or the SF student. Vendor agrees not to use student information for any purpose other than the purpose for which the disclosure was made.

PUBLIC RECORDS

SF is subject to Florida鈥檚 Public Records Law (F.S. Chapter 119), allowing the public to have access to 鈥榩ublic records鈥� as defined by law, including this PO and pricing contained therein, unless such records are exempt and/or confidential under the law. In accordance with F.S. 搂119.0701, Vendor, if and when acting on behalf of SF as a contractor, shall, as required by Florida law:

  1. Keep and maintain public records required by SF to perform the service;
  2. Upon request from SF鈥檚 custodian of public records, provide SF with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida law or as otherwise provided by law.; 
  3. Ensure that public records that are exempt, or confidential and exempt, from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if Vendor does not transfer the records to SF; and
  4. Upon completion of the Contract, transfer, at no cost, to SF all public records in possession of Vendor or keep and maintain public records required by SF to perform the service.

If Vendor transfers all public records to SF upon completion of Contract, Vendor shall destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If Vendor keeps and maintains public records upon completion of the Contract, Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to SF, upon request from SF鈥檚 custodian of public records, in a format that is compatible with SF鈥檚 information technology systems.

IF VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES TO VENDOR鈥橲 DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE PUBLIC RECORDS CUSTODIAN AT general.counsel@sfcollege.edu, ATTN: PUBLIC RECORDS, 3000 NW 83rd STREET, GAINESVILLE, FL 32606, (352) 395-5170.

If Vendor, who is found to be a contractor under F.S. 搂119.0701, receives a request to inspect or copy public records, Vendor will promptly notify SF鈥檚 Public Records Custodian. Vendor acknowledges that its failure to comply with this provision with respect to public records shall be a breach of Contract. If Vendor fails to provide the public records in response to a request within a reasonable time, it may be subject to penalties imposed under F.S. 搂119.10, and costs of enforcement, including fees, under F.S. 搂119.0701 and 搂119.12.

COPYRIGHTS

Vendor retains all rights for any copyrights and deliverables produced under the PO, unless otherwise agreed or those clearly conveyed to SF. Vendor represents that any goods or services provided to SF will not infringe upon or violate any patent, copyright, trademark, trade secret, or any other proprietary right of any third party. Vendor shall, at its own expense, hold harmless and defend SF against any claim, suit, or proceeding brought against SF, which is based upon a claim, whether rightful or otherwise, that the goods or services, or any part thereof, furnished under the PO, constitute an infringement of any patent, trademark or copyright due to the good purchased by SF or used in performance of the PO. Confidential or proprietary information provided between Vendor and SF must be clearly marked as being proprietary or confidential when delivered to SF. If any of the materials are considered confidential or trade secret pursuant to applicable Florida law and are exempt from the Florida Public Records Laws, SF, in accordance with such laws, will not disclose to a third party. SF and Vendor agree to protect the information or property disclosed to them and will take reasonable action required to protect the disclosing party from damages arising out of the disclosure of information or property in violation of this provision. If either party believes any information submitted is protected from disclosure under Florida鈥檚 public records law, the disclosing party must provide evidence of a statutory exemption under Florida law that is satisfactory to the other or obtain a protective order.

CONFLICT OF INTEREST

SF is subject to the provisions of F.S. Chapter 112, Florida鈥檚 Code of Ethics. Vendor must disclose to SF the name of any officer, director, or agent who is also an employee of SF and the name of any SF employee who owns, directly or indirectly, any interest in the Vendor's business or any of its branches. Vendor shall not compensate in any manner, directly or indirectly, any officer, agent, or employee of the SF for any act or service which they may do, or perform for, or on behalf of, any officer, agent, or employee of the Vendor. No officer, agent, or employee of SF shall have any interest, directly or indirectly, in any contract or purchase made, or authorized to be made, by anyone for, or on behalf of, SF. Any PO issued to a Vendor that fails to disclose this information may be declared null and void by SF without penalty.

DISCRIMINATORY VENDORS LIST

Under F.S. 搂287.133, an entity or affiliate who has been placed on convicted vendor list may not submit a bid or proposal or be awarded or perform work as a contractor, supplier, subcontractor or consultant under contract with any public entity and may not transact business with any public entity in excess of the threshold amount provided in F.S. 搂287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. Vendor certifies that they are not on such list and are not precluded under F.S. 搂287.133 from participating. If Vendor is placed on such list, Vendor shall notify SF immediately, and upon notice the PO will be considered void and Contract terminated. This provision also applies to vendors barred from doing business with the Federal Government as indicated on the sam.gov website.

E-VERIFY

To the extent that Vendor meets the definition of 鈥渃ontractor鈥� in F.S. 搂448.095(1)(b), Vendor shall comply with F.S. 搂 448.095 and Vendor shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees of Vendor or subcontractor. Vendor will require each subcontractor, if any, to provide Vendor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. If SF, the Vendor, or a subcontractor has a good faith belief that a person or entity with which it is contracting has knowingly violated F.S. 搂448.09(1), it shall terminate the contract with that person or entity. This termination is not a breach of contract and may not be considered as such. Vendor will be liable for any additional cost or expense incurred by SF as a result of such termination of the contract.

COERCION FOR LABOR OR SERVICES

F.S. 搂787.06(13), requires all nongovernmental entities executing, renewing, or extending a contract with governmental entity to provide an affidavit signed by an officer or representative of the entity under penalty of perjury that the entity does not use coercion for labor or services as defined in that statute. Vendor certifies that does not use coercion for labor or services, as defined in F.S. 搂787.06, as may be amended, and will provide an affidavit as required.

FOREIGN COUNTRIES OF CONCERN

F.S. 搂287.138, 搂112.22, and 搂288.860, prohibit or greatly limit a governmental entity from contracting with a foreign country of concern, or any entity controlled by a foreign country of concern, as defined under Florida law. Vendor affirms it is not a Foreign Principal, is not owned by government of a Foreign Country of Concern, is not organized under the laws of nor has its principal place of business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a controlling interest in the entity. Vendor affirms it is not listed as a scrutinized company and is not listed as a scrutinized company as defined or described in F.S. 搂287.135, as may be amended.

IRON AND STEEL PRODUCTS

As applicable, Vendor warrants that any iron or streel product provided to SF comply with the requirements of F.S. 搂255.0993, as may be amended.

SPECIAL CONDITIONS

Any term, condition or provisions in the Contract on the following subject matters are hereby not agreed to by SF and are declared null and void:

  • Grants of exclusivity by SF to the Vendor (nothing herein shall prevent SF from contracting with other persons or entities for the same or similar goods or services listed in the PO);
  • Restrictions on the hiring of the Vendor鈥檚 employees;
  • Indemnification of the Vendor by SF;
  • Limitation of time to bring suit;
  • Prevailing party attorneys鈥� fees provisions;
  • Choice of governing law other than the laws of the State of Florida; and
  • Choice of venue for location or jurisdiction outside of the State of Florida.

WEBSITE

If Vendor has end user license agreement (EULA), terms of use agreements, or understandings required for an end-user to access software, site or app (ex. requiring students or employees to click 鈥淚 accept鈥� online or in an app), such shall be null and void and without effect to the extent that they conflict with these Terms.

TERMINATION

SF may terminate or cancel a PO, in whole or in part, for convenience at any time upon notice to Vendor without further obligation on SF, except to pay Vendor for the goods and/or services received by SF after the PO issued and prior to the date of termination.

GRANT/FEDERAL FUNDING

In the event any part of the PO or purchase is to be paid by SF through use of federal, state or local funding, Vendor agrees to comply with the requirements of the funding entity, as applicable, and to cooperate with SF regarding any grant funding reporting and auditing requirements. If federal funds are used for the purchase by SF, in whole or in part, then in addition to these Terms, certain federal flow-through requirements and/or federal laws and regulations, including those in 2 C.F.R. Part 200 (鈥淔ederal Clauses鈥�) and applicable parts of the Education Department General Administrative Regulations may apply.  If the funding source for the goods or services identified in the PO is federal funds, Vendor will comply with the applicable Federal Clauses and if requested, may attest to such by way of a separate addendum which will be considered attached to and incorporated into the Contract.