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Purchase Order Terms and Conditions
- GENERAL - This purchase order, including any continuation pages attached hereto, shall constitute Buyer's offer to Seller, and become a binding contract on the terms and conditions set forth herein including those on the reverse side hereof, upon Seller's written acceptance thereof or commencement of performance. No revisions of this order or any of the terms and conditions thereof shall be valid unless in writing and signed by an authorized representative of Buyer and no conditions stated by Seller in accepting or acknowledging this order shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless expressly accepted in writing by Buyer.
- QUANTITY - The quantity of material ordered or released hereunder must not be exceeded and Buyer shall not be liable for and may reject any material delivered in excess of that so ordered or released.
- PRICE - This purchase order must not be filled at higher prices than last quoted or charged without notice. If no price is stated on this order, Seller agrees to invoice at the lowest prevailing market price. In the event Seller during the performance of its obligations under this order reduces its price of materials supplied or services furnished of the same quantity, grade and quality, Seller agrees to give Buyer the benefit of such reduction in price.
- DELIVERY - Delivery must be made within the time stated on this order, failing which Buyer reserves the right to purchase elsewhere, and Buyer may reject materials and services not delivered or furnished on dates specified on this order. If no date is specified Buyer may exercise said rights if delivery is not made within a reasonable time.
- CONFORMING GOODS - Acceptance of all or any part of the goods shall not be deemed a waiver of Buyer's right either to cancel or to return all or any portion of the goods because of failure to conform to order, or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages. Such rights shall be in addition to any other remedies provided by law.
- OTHER CHARGES - No charges will be allowed for packing, crating, drayage, or storage unless stated herein.
- INSPECTION AND REJECTION - Materials and services purchased under this order are subject to Buyer's inspection and approval within a reasonable time after delivery. Buyer reserves the right to return at Seller's expense materials shipped or reject services furnished in excess of the requirements on this order, or defective materials or inadequate services not meeting the Buyer's specifications and standards, whether paid for or not.
- INDEMNIFICATION - If Seller's work under the order involves operations by the Seller outside of Seller's premises Seller shall take all necessary precautions to prevent the occurrence of damage to persons or property during the progress of such work and shall indemnify and defend Buyer against all loss (including, but not limited to any property damage from pollution or contamination) which may result in any way from any act of omission on the part of Seller, its agents, employees or subcontractors, except to the extent that any such damage is due solely and directly to the negligence of the Buyer. The Seller will further indemnify, defend and save harmless Buyer, its officers, employees, agents and representatives from and against any and all liabilities, damages, claims, losses, costs or demands of every nature and kind arising out of injury to or death of any subcontractor, employee, agent, representative of invitee of the Seller or any subcontractor of the Seller while in, on or near the premises of the Buyer, however such injury or death may be caused, whether caused or alleged to be caused by the negligence of the Buyer or its agents, the conditions of the premises or otherwise. Seller also shall indemnify and defend Buyer from and against any and all claims, damages, liabilities or costs, including fines and penalties, arising out of or relating to any alleged violation of OSHA or any Environmental Law. After receipt of a claim or demand, Buyer may withhold from any amounts at the time payable to the Seller under the purchase order such sum or sums and for such period or periods that the Buyer may deem necessary to protect the Buyer against possible loss or expense, including attorney's fees, from or in connection with any such demand. If Seller is furnishing any materials or products which become a part of any material of Buyer, the Seller will further indemnify, defend and save harmless Buyer, its employees, agents and representatives from and against any and all liabilities, damages, claims, losses, costs or demands of every nature and kind arising out of injury or death of or property damage to any third person if said injury, death and/or property damage is in any way caused from any act or omission on the part of the Seller, its agents, employees, or subcontractors except to the extent that any loss or damages due solely and directly to the negligence of the Buyer. This indemnification includes but is in no way limited to any defect in materials, products and services in either manufacture or design.
- INSURANCE REQUIREMENTS - Contractor/Vendor represents that it now carries, and agrees it will continue during the term of the Contract/Agreement to carry, as a minimum workers' compensation, commercial general and contractual liability and comprehensive automobile liability insurance with carriers reasonably satisfactory to Lehigh University in the following amounts, with Lehigh University named as an Additional Insured (except for workers' compensation):
- Workers' Compensation
- Statutory Employer's Liability: $500,000
- Commercial General Liability (Public Liability) including:
- Bodily Injury, Personal Injury and Property Damage: $1,000,000 per occurrence or claim
- Blanket Contractual Included
- Products and Completed Operations Hazard Included
- Broad Form Property Coverage Included
- Automobile Liability Insurance (owned/leased/hired/non-owned vehicles)
- Bodily Injury and Property Damage: $1,000,000 Combined Single Limit
The Seller shall not discriminate against any employee, applicant for employment, independent contractor or any other person because of race, color, religious creed, ancestry, national origin, age or sex. The Seller shall take affirmative action to insure that applicants are employed and that employees or agents are treated during employment without regard to their race, color, religious creed, handicap, ancestry, national origin, age or sex.
No contract, subcontract, or purchase order will knowingly be awarded by the University to any firm that violates state or federal non-discrimination laws and /or requirements. Minority vendors receive a share of University business. The University encourages its vendors to ensure that minority vendors receive a share of Seller's business.