Terms and Conditions for Purchase Orders
1. INCORPORATION BY REFERENCE. All terms and
conditions of the solicitation, and any changes thereto, are
made a part of this contract.
2. TAX EXEMPTION. The
State is generally exempt from Federal Excise Taxes, Maryland
Sales and Use Taxes, District of Columbia Sales Taxes, and
Transportation Taxes. Exemption certificates shall be completed
upon request. Where a Contractor is required to furnish and
install materials in the construction or improvement of real
property in performance of a contract, the Contractor shall pay
the Maryland Sales Tax and the exemption does not apply.
3. SPECIFICATIONS. All materials, equipment, supplies or services
shall conform to Federal and State laws and regulations and to the
specifications contained in the solicitation.
4. DELIVERY AND ACCEPTANCE. Delivery shall be made in accordance
with the solicitation specifications. The University, in its sole
discretion, may extend the time of performance for excusable delays due
to unforeseen causes beyond the Contractor's control. The University
unilaterally may order in writing the suspension, delay, or interruption
of performance hereunder. The University reserves the right to test any
materials, equipment, supplies, or services delivered to determine if
the specifications have been met. The materials listed in the bid or
proposal shall be delivered FOB the point or points specified prior to
or on the date specified in the bid or proposal. Any material that is
defective or fails to meet the terms of the solicitation specifications
shall be rejected. Rejected materials shall be promptly replaced. The
University reserves the right to purchase replacement materials in the
open market. Contractors failing to promptly replace materials lawfully
rejected shall be liable for any excess price paid for the replacement,
plus applicable expenses, if any.
5. NON-HIRING OF EMPLOYEES. No employee of the State or any
department, commission, agency, or branch thereof whose duties as such
employee include matters relating to or affecting the subject matter of
this contract shall, while so employed, become or be an employee of the
party or parties hereby contracting with the State or any unit thereof.
6. NON-DISCRIMINATION IN EMPLOYMENT. The Contractor agrees not to
discriminate in any manner against an employee or applicant for
employment because of race, color, religion, creed, age, sex, marital
status, national origin, ancestry, or physical or mental handicap
unrelated in nature and extent so as reasonably to preclude the
performance of such employment and to post and to cause subcontractors
to post in conspicuous places available to employees and applicants for
employment, notices setting forth the substance of this clause.
7. FINANCIAL DISCLOSURE. The Contractor shall comply with State
Finance and Procurement Article, §§13-221, Annotated Code of Maryland,
which requires that every business that enters into contracts, leases or
other agreements with the State and receives in the aggregate $100,000
or more during a calendar year shall, within 30 days of the time when
the $100,000 is reached, file with the Secretary of State certain
specified information to include disclosure of beneficial ownership of
8. POLITICAL CONTRIBUTION DISCLOSURE. The Contractor shall comply
with Article 33, Sections 30-1 through 30-4, Annotated Code of Maryland,
which requires that every person that enters into contracts, leases, or
other agreements with the State of Maryland or a political subdivision
of the State, including its agencies, during a calendar year in which
the person receives in the aggregate $100,000 or more, shall file with
the State Administrative Board of Election Laws a statement disclosing
contributions in excess of $500 made during the reporting period to a
candidate for elective office in any primary or general election.
9. ANTI-BRIBERY. The Contractor warrants that neither it nor any
of its officers, directors, or partners nor any of its employees who are
directly involved in obtaining or performing contracts with any public
body has been convicted of bribery, attempted bribery, or conspiracy to
bribe under the laws of any state or the federal government or has
engaged in conduct since July 1, 1977, which would constitute bribery,
attempted bribery, or conspiracy to bribe under the laws of any state or
the federal government.
10. REGISTRATION. Pursuant to §7-201 et seq of the Corporations
and Associations Article of the Annotated Code of Maryland, corporations
not incorporated in the State shall be registered with the State
Department of Assessments and Taxation, 301 West Preston Street,
Baltimore, Maryland 21201, before doing any interstate or foreign
business in this State. Before doing any intrastate business in this
State, a foreign corporation shall qualify with the Department of
Assessments and Taxation.
11. CONTINGENT FEES. The Contractor warrants that it has not
employed or retained any person, partnership, corporation, or other
entity, other than a bona fide employee or agent working for the
Contractor, to solicit or secure this agreement, and that it has not
paid or agreed to pay any person, partnership, corporation, or other
entity, other than a bona fide employee or agent, any fee or any other
consideration contingent on the making of this agreement.
12. EPA COMPLIANCE. Materials, supplies, equipment, or services
shall comply in all respects with the Federal Noise Control Act of 1972,
13. OCCUPATIONAL SAFETY AND HEALTH ACT (O.S.H.A.). All materials,
supplies, equipment, or services supplied as a result of this contract
shall comply with the applicable U.S. and Maryland Occupational Safety
and Health Act standards.
14. TERMINATION FOR CONVENIENCE. Upon written notice to the
Contractor, the University may terminate this contract, in whole or in
part, whenever the University shall determine that such termination is
in the best interest of the University. The University shall pay all
reasonable costs incurred up to the date of termination and all
reasonable costs associated with termination of the contract. However,
the Contractor may not be reimbursed for anticipatory profits.
Termination hereunder, including the determination of the rights and
obligations of the parties, shall be governed by the provisions of USM
Procurement Policies and Procedures.
15. TERMINATION FOR DEFAULT. When the Contractor has not
performed or has unsatisfactorily performed the contract, payment shall
be withheld at the discretion of the University. Failure on the part of
a Contractor to fulfill contractual obligations shall be considered just
cause for termination of the contract and the Contractor is not entitled
to recover any costs incurred by the Contractor up to the date of
termination. Termination hereunder, including the determination of the
rights and obligations of the parties, shall be governed by the
provisions of USM Procurement Policies and Procedures.
16. DISPUTES. This contract shall be subject to USM Procurement
Policies and Procedures. Pending resolution of a claim, the Contractor
shall proceed diligently with the performance of the contract in
accordance with the procurement officer's decision.
17. MULTI-YEAR CONTRACTS. If funds are not appropriated or
otherwise made available to support continuation in any fiscal year
succeeding the first fiscal year, this contract shall terminate
automatically as of the beginning of the fiscal year for which funds are
not available. The Contractor may not recover anticipatory profits or
costs incurred after termination.
18. INTELLECTUAL PROPERTY. Contractor agrees to indemnify and
save harmless the University, it's officers, agents and employees with
respect to any claim, action, cost or judgement for patent infringement,
or trademark or copyright violation rising out of purchase or use of
materials, supplies, equipment or services covered by this contract.
19. MARYLAND LAW PREVAILS. The provisions of this contract shall
be governed by the laws of Maryland.
20. CONTRACTOR'S INVOICES. Contractor agrees to include on the
face of all invoices billed to the University, its Taxpayer
Identification Number, which is the Social Security Number for
individuals and sole proprietors and the Federal Employer Identification
Number for all other types of organizations.
21. PRE-EXISTING REGULATIONS. The regulations set forth in USM
Procurement Policies and Procedures in effect on the date of execution
of this Contract are applicable to this Contract.
22. INDEMNIFICATION. The University shall not assume any
obligation to indemnify, hold harmless, or pay attorneys fees that may
arise from or in any way be associated with the performance or operation
of this agreement.
23. CONFLICTING TERMS. Any proposal for terms in addition to or
different from those set forth in this purchase order or any attempt by
the Contractor to vary any of the terms of this offer by Contractor's
acceptance shall not operate as a rejection of this offer, unless such
variance is in the terms of the description, quantity, price or delivery
schedule, but shall be deemed a material alteration thereof, and this
offer shall be deemed acceptable by the Contractor without the
additional or different terms. If this purchase order is an acceptance
of a prior offer by the Contractor, the acceptance is expressly
conditioned upon Contractor's assent to any additional or different
terms contained herein. The Contractor understands and agrees that the
terms and conditions of this purchase order may not be waived.
24. DRUG AND ALCOHOL FREE WORKPLACE. The contractor warrants that
the contractor shall comply with COMAR 21.11.08 Drug and Alcohol Free
Workplace, and that the contractor shall remain in compliance throughout
the term of this purchase order.
25. RETENTION OF RECORDS. The Contractor shall retain and
maintain all records and documents relating to this Contract for three
years after final payment by the State hereunder or any applicable
statute of limitations, whichever is longer, and shall make them
available for inspection and audit by authorized representatives of the
State, including the procurement officer or designee, at all reasonable
26. CENTURY COMPLIANCE WARRANTY. The Contractor warrants that the
products or systems developed under this contract are century compliant.
“Century Compliant” means that the product:
1. Is able to process date data accurately - including date
data century recognition, calculations that accommodate same century
and multi-century formulas and date values (including leap year
factors), and date data interface values that reflect the century -
when used either in a stand-alone configuration or in combination
with other century compliant products used by the University.
2. Will not abnormally terminate its function or provide or
cause invalid or incorrect results due to incompatibility with the
In addition to any other warranties applicable to this contract or
any remedies otherwise available to the University, the Contractor
agrees to promptly repair or replace any product furnished under this
contract that is not century compliant, provided the University gives
notice within a reasonable time following discovery of such failure
27. PAYMENT TERMS. The
University employs a Net 30 payment term meaning that the
payment will be issued 30 days from the receipt of a valid
invoice. Payment terms other than Net 30 can only be negotiated
by the Procurement Department.