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LOYOLA MARYMOL-JNT UNIVERSITY PURCHASE ORDER TERM AND CONDITIONS I . APPLICABLE LAW: The contract resulting from this order shall be g...med by the laws of th. State of California and the guidelines of the UCC 2. DELAY IN SHIPMENT. If this contract cannot be filled without delay, please notify the buyer or the University Purchasing Office immediately ofthe fact and probable date ofdelivery. 3. PROMPT PAYMENT: The University desires to pay all bills promptly- However, claims cannot be audited £or payment until the following insmtctions have been completely followed. 4. COMPLETION OF PURCHASE ORDERS: Time is of the essence. The University reserves the right to withhold payment until an order is compl- 5. DISCOUNTS: Cash discounts offered for quick payment will be computed from the date of receipt of the supplies or equipment as specified or from the date correct invoices are received in the office specified by the University if the latter date is later than the date of receipt of product. Payment is deemed to be made; for the purpose of earning discount on the date payment is mailed by or on behalf of the University. 6. SELLER'S INVOICES- Invoices shall be prepared and submitted in duplicate unless otherwise specified. Invoices shall contain purchase order numbeq date, description of services, items, sizes, quantities, unit prices, extended totals, place and date ofdelivery_ Invoices or vouchers not on printed bill heads shall be signed by the vendor or person fumishing the supplies rvice. Every invoice shall be properly itemized. 7. CHANGES- No change or modification in terms, quantities or specifications may be made without express authorization in writing from the originating buyer or the Director of Purchasing- No oral understanding or agreement not incorporated herein shall be binding on any ofthe parties hereto- 8 _ BILL OF LADING: If B/L is applicable to this order, send original to the "Ship to" address and duplicate with invoices to the "Charge to" address. 9. SHIPPING CHARGES: Invoices for prepaid shipping cargoes must be supported by original rec. ipted expense bills. 10. FOB POINT ANO FREIGHT CHARGES: No charge £or delivery, drayage, express, parcel post, packing cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the University unless expressly included and itemized in this purchase order or accepted bid. If°FOB-Destination-Freight Allowed" is specified, the vendor shall secure the lowest cost transportation, prepay, add height to invoice and furnish supporting freight bills over $50.00_ Shipments that are California intrastate m nature and where freight is to be borne by the U....rsi y shall be tendered to tamers with written instmetions that rate and charges may not exceed the lowest lawful rates on file with the California Public Utilities Commission. Unless otherwise shown on the Purchase Order, title is passed only at the time the University has -wed and accepted this order. 1 I . CHANGES: Any changes to the terms, such as price, delivery, etc of this binding contract must be authorized by the originating buyer or the Director of Purchasing and a change order must be created describing the documented changes- In order to insure payment, no changes will be accepted without a change order- Any changes to these terms and conditions must be approved by the Director of Purchasing. Unless oth,twi- noted on this order, all other terms and conditions shall be considered void and of no legal force. Without the written consent of the University, this Agreement is not assignable by the Contractor either in whole or in part. I2. INDEMNIFICATION & INSURANCE: The Convactor and all of its sub-contractors shall indemnify, defend and hold harmless the University, its officers, agents and employees from any and alt claims and losses accruing or resulting from or in connection with the performance of this contract, and from any and all claims and losses --mg or resulting to any person, firm or corporation who may be injured or damaged by the Contractor in the performance of this contract The Contmc[or, and [he agents and employees of Contractor, including sub-contractors, in the performance of [his Agreement, shall act in an independent capacity and not as officers or employees or agents of [he University. Contractor and its sub-contractors will maintain general and auto liability insurance policies with limits of not less that $1,000 000_ Such insurance policies will name LMU as additional insured and LMU will be provided certificates of insurance evidencing such insurance --mg, annually as long as this Purchase Order is in effect. 13 . If Service Order is over $5,000.00 in value, contractor shall abide by the Fair Employment Practices Addend. 14. PATENT INDENTITY: The vendor shall hold the University, its officers, agents and employees , harmless from liability or any na are or kind, including costs and expenses for infringement or use of any copyrighted or ancopynghted composition, secret process, patented or unpatented invention article of appliance furnished or used in connection with the contract or purchase order. Vendors may be required to fi-ish a bond or other indemnification to the University against claims or liability For patent inf-gement. 15. PROPERTY OF THE UNIVERSITY: All plates, artwork, negatives, dies or product created to produce a convected material is considered to be the property of the University and therefore are to be delivered to the University upon demand and at no extra charge. 16_ TAXES: The University is exempt from Excise tax oaly All sales or use taxes are paid by the University and are to be included in request f,, payment. For purchases made out of state, the Controllers Office will .-rue the appropriate sales (use) tax and make payment to the State of CMifomia. 17. LOYOLA MARYMOUNT UNIVERSITY IS AN EQUAL OPPORTUNITY/AFFIRMATIVE ACTION/DISABLED/FITLEIX/VIETNAM ERA VETERAN EMPLOYER. 18- SAFETY/HAZARDOUS MATERIALS: All equipment, supplies and services sold to the Ura-sity shall conform m the general safety orders of the Sate of California CAL/OSHA. For all supplies which qualify with the one of CW ifomi, to require a MSDS, two copies of the MSDS must be sent to the buyer before product is received from supplier. 19. WARRANTY: Notwithstanding any other provision of the order, Seller warrants that the materials, supplies or other services famished shall be of the most suitable grade and exactly as specified in this order. Such warranty shall include the following, performance, workmanship, labor, materials, Sellers design or engineering contributions. If, defect is discovered m any item or materials, supplies or services covered in this order, Seller shall correct at his expense such defects as are reported within one year of final acceptance. Upon expiration of the applicable warranty period, all such liability shall [errninate except for fraud, or such gross mistakes as amount to fraud, or latent defects that indicate failure to comply with the terms ofthis order. 20. DEFECTIVE MERCHANDISE: If merchandise i.... ived defective or damaged resulting from the supplier's shipping process of manufacturing of the product, he product will be returned at the supplier's expense. 21. VENDOR'S NOTE- All corsespondence, invoices, bills-o f-lading, shipping memos, packages, etc. must show purchase order number- If factory shipment, it is the vendor's responsibility to have the factory comply. 22. PAYMENT PROCEDURES: Upon receipt and acceptance by the University of the purchased items in an undamaged and satisfactory co.did,. and receipt fan invoice m triplicate reflecting the PO number by the University Accounts Payable Department, the University will voucher the Controller's Office the total amount due within 50 calendar days of such acceptance and receipt of invoice. Acceptance is deemed to have taken place when all items referenced on a Purchase Order have been received, all items have been inspected for specification compliance, and all terms and conditions of the contract have been fulfilled. 23 . TERMINATION OF PURCHASE ORDER: The University may teradnate the Agreement and be relieved of the payment of any consideration to Contractors should Convactor fail to perform the covenants contained herein at the time and in the manner herein provided. In the even[ of such termination the University may proceed with the work in ay manner deemed proper by the University. The cost to the University shall be deducted from any sum due the Convactor under this Agreement, and the balance, if aay, shall be paid the Contractor upon demand. 24. DISPUTES: Any disagreements resulting from the interpretation of this contract that cannot be s,n,factonly resolved, will be reso Wed through BINDING ARBITRATION based on the rules and regulations of the American Arbitration Association then in effect. 25. Unless otherwise noted on this order, all other terTn$ and conditions shall be considered void and of no legal force. AUTHORIZED SIGNATURE DATE