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Shipping Instructions
Vendor agrees to ship goods as specified on this order. WSU reserves the right to refuse any COD shipment.
Risk of Loss
Vendor agrees to bear all risks of loss, injury, or destruction of goods in this order that occur before delivery. Any loss, injury or destruction shall not release vendor from any other contractual obligations to WSU.
Identification
Vendor shall include this order number on all invoices, packing lists, shipping labels, acknowledgments, shipping notices, and all other written documents related to this order.
Changes
Only a WSU buyer may change the terms, conditions or specifications of this order.
Rejection
If the goods or tender of delivery fail in any respect to conform to the terms of this order, WSU may (1) reject the whole, (2) accept the whole, or (3) accept any unit or units and reject the rest. Vendor agrees to assume the risks and expenses of return shipment of the rejected goods.
Acceptance
This order expressly limits acceptance to the terms and conditions herein. WSU rejects all additional or different terms proposed by vendor, unless accepted by a WSU buyer.
Waiver
WSU’s acceptance of nonconforming goods or services shall not constitute a waiver of any performance or obligation of the vendor still outstanding.
Warranties
Vendor warrants goods or services supplied conform to the specifications of this order and that the goods or services are fit for the purpose for which such goods or services are ordinarily employed.
Liens, Claims, and Encumbrances
Vendor warrants and represents that all the goods offered to WSU are free and clear of all liens, claims or encumbrances of any kind.
Delivery
Vendor shall give notice to and obtain prior approval from a WSU buyer for any exception to the delivery date. Delivery date shall be 120 days from the date WSU places the order unless otherwise specified on this order. WSU’s acceptance of a late order, either with or without objection or reservation, shall not waive the right to claim damages for such breach nor shall such acceptance constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by vendor. WSU reserves the right to cancel any order not delivered within the prescribed time.
Taxes
WSU agrees to pay all State of Washington sales or use taxes unless otherwise specified. Vendor shall not charge WSU for any taxes from any other state or from the federal government. WSU’s federal excise tax exemption number is A-102384.
Payments
WSU will pay within 30 days of the receipt of a properly completed invoice and receipt of the invoiced items unless otherwise specified on this order. A properly completed invoice is printed with the vendor name and address, itemizes the products purchased, and bills Washington State University. WSU shall mail payment to vendors through the United States mail unless otherwise specified on this order. WSU shall not honor drafts nor accept goods on a sight draft basis.
Cash Discount
The period of computation for a cash discount commences on the date of delivery of the goods or services or on the date WSU receives a correctly completed invoice, whichever is later. If WSU is entitled to a credit due to damage to the goods or some other dispute, the cash discount period commences on the date the vendor authorizes the credit. If WSU and the vendor make the discount part of the order, but the vendor does not reflect the cash discount on the invoice, WSU will apply a cash discount commencing on the date WSU determines that the cash discount applies.
Late Payment Charges
Vendor shall not consider payment late if WSU has a check available or mailed within the time specified. Vendor may invoice WSU a late payment as prescribed in RCW 39.76.
Packing
WSU will not pay for special handling, packing, wrapping, bags, containers, reels, etc., unless WSU includes those charges in the specifications.
Hold Harmless
Vendor shall hold WSU harmless from and against any damage, claim or liability for any or all injuries to persons or property arising from acts or omissions of vendor, its employees, agents, or subcontractors, howsoever caused.
Intellectual Property Infringements
Vendor agrees to hold harmless WSU against all claims for patent, trademark, copyright, or franchise infringement arising from the purchase, installation, or use of goods on this order.
FPR/ASPR
All federal fund expenditures are subject to the Federal Acquisition Regulation (FAR) flowdown clauses identified on any attachments to this order.
Law
The laws of the state of Washington shall govern this order. The venue of any action brought hereunder shall be in the Superior Court, county of Whitman, state of Washington.
Nondiscrimination
The parties agree to be bound by applicable state and federal rules governing equal employment opportunity and nondiscrimination.
OSHA/WISHA
Vendor agrees to hold harmless WSU from all damages accessed as a result of vendor’s failure to comply with the Federal Occupational Safety and Health Act (OSHA), the Washington Industrial Safety and Health Act (WISHA), and the standards issued thereunder and for the failure of the items furnished under this purchase to so comply.
Termination
WSU reserves the right to cancel this order for any material breach by vendor of the provision of this order.