Terms and Conditions
COMMUNITY COLLEGE OF PHILADELPHIA
PURCHASE ORDER TERMS AND CONDITIONS
Revised July 2, 2020
General. The following terms and conditions, as they may be amended from time to time by CCP, together with the attached purchase order, and any bid documents, specifications, plans or other documents expressly incorporated by reference herein, shall constitute the entire agreement between Community College of Philadelphia (“CCP”) and the supplier of the goods and/or services set forth in the purchase order (“Vendor”). If bid documents, specifications, plans or other documents have been expressly incorporated by reference herein, such documents shall not be deemed to supersede any contrary requirements of CCP as set forth in the following terms and conditions. Instead the terms and conditions set forth herein shall control over any other documents incorporated herein, and such documents shall form a part of this agreement between the parties only to the extent that such documents are not inconsistent or in conflict with these terms and conditions. Collectively, these terms and conditions, the attached purchase order, and the specifications, plans or other documents expressly incorporated by reference herein, shall be referred to herein as the Purchase Order. Notwithstanding the foregoing, if an authorized signatory for CCP and the Vendor have entered into a separate written agreement governing the procurement of the goods or services purchased under this purchase order, including any written agreement in connection with a Request for Proposal issued by CCP, the terms and conditions of such written agreement shall apply to the relationship between the parties instead of the terms and conditions set forth herein.
If this Purchase Order is construed as an offer, this offer expressly limits acceptance to the terms of this Purchase Order and notice of objection to any different or additional terms in any response to this offer is hereby given. If this Purchase Order is construed as an acceptance of an offer, this acceptance is expressly conditional upon the offeror's assent to the terms of the Purchase Order. If this Purchase Order is construed as a confirmation of an existing agreement, the parties agree that this confirmation states the exclusive terms of any agreement between the parties. Regardless of its construction, this Purchase Order incorporates by reference all terms of the Uniform Commercial Code providing any protection to CCP including but not limited to all warranty protection (express or implied) and all of CCP’s remedies under the Uniform Commercial Code.
Acceptance by Vendor. This Purchase Order shall be deemed to have been accepted by the Vendor upon receipt by CCP of any writing, including a writing transmitted by fax, email, or other means of electronic transmission, indicating acceptance, or by any of the following: (i) shipment of the goods or any portion thereof, (ii) commencement of any work hereunder, or (iii) performance of any services hereunder.
Quantity & Price. The quantity and price of the goods furnished shall be as shown on the Purchase Order. Terms are net 30 unless otherwise specified on the Purchase Order. Printing orders are subject to a maximum 10% overrun and 0% underrun (unless otherwise stated). Any order quantity produced in excess of 10% is subject to return. Any order quantity produced below 100% is subject to rerun quantity price.
Time/Delivery. Time is of the essence in the performance of the Purchase Order. CCP is relying on the promised delivery date, installation, and/or service performance set forth in Vendor's bid or proposal as material and basic to CCP's acceptance. Vendor shall notify CCP’s Purchasing Department immediately of any portion of the Purchase Order which cannot be delivered within the time specified. Such notice shall not constitute a change to the delivery or completion terms of the Purchase Order unless CCP modifies the Purchase Order in writing. Substitutions are not to be made without CCP’s prior written approval. CCP reserves the right to cancel this order or any portion of same if delivery is not made when and as specified. In the event that Vendor fails to make shipment as herein specified, or shipment is delayed, CCP may immediately cancel this order, procure the material elsewhere and/or hold Vendor responsible for any damages sustained by CCP. The delivery date specified on the face of the Purchase Order refers to delivery at the specified delivery location. Vendor’s sole remedy, if any, for any delay caused by CCP shall be an extension in the time for Vendor’s performance equal to the duration of CCP’s delay.
Shipments. Unless otherwise provided in the Purchase Order, transportation shall be F.O.B. Delivered and Prepaid. All shipments are to be marked to the attention of the Receiving Department as specified on the face of the Purchase Order, and must include a valid purchase order number. Deliveries may be made between the hours of 7:30 a.m. and 3:00 p.m., Monday through Friday, unless otherwise indicated on the face of the Purchase Order. Deliveries to the Winnet Building may not be made in a semi-trailer. All orders must be filled in the unit of purchase as specified in the body of the Purchase Order. Failure to comply with this requirement will result in refusal of the shipment, receipt of the shipment at no charge to CCP, or delay and/or deduction of payment of the invoice. Risk of loss shall not pass to CCP until the goods covered by this Purchase Order have actually been received and accepted by CCP at the destination specified in the Purchase Order.
Invoices. Invoices are to be mailed to the attention of the Accounts Payable Department, Room M1-2, or emailed to . Vendor must invoice precisely as the Purchase Order states and must include a valid purchase order number to be honored for payment. All invoices shall be accompanied by a copy of the prepaid freight bill if all or any part of the freight is included on the face of the invoice. No merchandise is to be shipped collect. Cash discounts will be calculated from date of receipt of goods or acceptable invoice, whichever is later. Vendor must submit a W-9 prior to receiving any payment on an invoice.
Pricing. Vendor warrants that the price(s) for the goods or services stated herein are no less favorable than those extended to any other customer (whether government or commercial) for the same or similar goods or services in similar quantities. In the event Vendor reduces its price(s) for such goods or services before Vendor fully performs under this Purchase Order, Vendor agrees to reduce the prices stated herein accordingly. Vendor further warrants that the prices stated herein are complete, and that no additional charges of any type, including but not limited to shipping costs, shall be added without CCP’s express written consent.
Tax Exempt. CCP is a political subdivision of the Commonwealth of Pennsylvania. As such, CCP is exempt from sales tax for all purchases. Vendor shall take all action required to cause the provision and purchase of the goods and/or services under this Purchase Order to be treated as a tax exempt transaction. CCP will in no event be responsible for any taxes levied against any of the parties hereto.
Inspection. CCP shall have the right to inspect and test all material at destination before acceptance. All costs incurred by CCP as a result of rejections shall be at the expense of Vendor, and CCP may return such materials at Vendor's expense. Materials are subject to CCP's inspection and rejection notwithstanding prior payment to obtain discount. Acceptance of any part of the Purchase Order shall not bind CCP to accept any future shipments or work, nor deprive CCP of the right to return goods already accepted. Nothing herein shall relieve Vendor in any way from its own testing, inspecting, or quality control obligations.
Work on Premises/Installation: In the event any work or installation of goods on site is involved in the Purchase Order, the following conditions apply:
a) Vendor will maintain a sufficient, competent, skilled, reliable workforce to carry out its obligations with diligence and in an efficient, timely, and safe manner;
b) Vendor’s employees assigned to provide services on site shall satisfy any health and immunization requirements established by CCP;
c) When informed by CCP that such is required due to the location and nature of the services, Vendor will not assign to the site any person who fails to satisfy background checks required by applicable CCP policy for the services or location;
d) Vendor will comply with all applicable statutes, laws, rules, regulations governing the work and Vendor’s workforce, including but not limited to worker’s compensation, employer’s liability, unemployment compensation, health and safety standards; and other applicable laws;
e) Vendor will secure all applicable licenses and permits to perform the work, and comply with such licenses and permits;
f) Vendor will provide timely notice to CCP of the introduction to the premises of any hazardous material as defined in any federal, state or local ordinance. Vendor shall equip its employees, agents or subcontractors for the use of such hazardous materials as well as ensure the safety of CCP students, employees and visitors;
g) Vendor will remove all debris from the premises; and leave the premises neat and clean at the end of each workday and at the end of the project;
h) In the event CCP furnishes Vendor any materials, equipment, tools, or other property in connection with the work or installation, Vendor shall clearly mark them as CCP property; keep the property in their original condition; and maintain records on CCP property consistent with good business practice; Vendor assumes the risk of using CCP property and shall be responsible for any loss or damage to CCP property in connection with the work or installation;
i) Vendor shall secure any of its own property which is left at the worksite, and shall assume the risk of leaving any such property. Under no circumstances will CCP have any responsibility or liability for any damage or loss to Vendor’s property left on site. Any property of Vendor left on the site upon completion of the work shall be considered abandoned by Vendor and may be disposed of in the discretion of CCP without liability to CCP, and;
j) In the event that, in CCP's opinion, Vendor unreasonably delays or otherwise fails to deliver the work as detailed in the Purchase Order, CCP may order Vendor to cease work. CCP may then, at its option, complete or secure the completion of the work at Vendor's risk and expense.
Insurance Requirements. If Vendor will (a) perform any work on site or (b) perform any services for CCP, Vendor agrees to maintain liability insurance with limits that meet or exceed CCP’s minimum insurance requirements and Vendor agrees to provide a certificate of insurance evidencing such coverage which names CCP, its trustees, employees, and agents as additional insured. Before Vendor performs any work, Vendor will deliver such certificates to CCP's Purchasing Department. Such certificates must stipulate that written notice will be given to CCP's Purchasing Department ten days prior to cancellation, also noting purchase order number. CCP’s minimum liability insurance requirements are:
a) Worker’s Compensation – statutory limits;
b) Employer’s Liability - $500,000 each occurrence, $500,000 aggregate;
c) Commercial General Liability - $1,000,000 each occurrence, $3,000,000 aggregate;
d) Comprehensive Automobile - $1,000,000 each occurrence;
e) Excess/Umbrella Coverage - $5,000,000;
f) Professional Liability - $1,000,000 per occurrence; $1,000,000 aggregate; and
g) if Vendor will be handling CCP’s sensitive, private, or confidential information in the performance of services under this Purchase Order, Cyber Security - $1,000,000 per occurrence, $3,000,000 aggregate.
Compliance with Law. Vendor and its employees, contractors, and agents will comply with all applicable federal, state, and local laws, ordinances, decrees, orders, published governmental guidance documents, and industrial statutes, regulations, codes and standards in performing under this Purchase Order.
Representations and Warranties. Vendor represents and warrants that any goods delivered hereunder a) are of good merchantable quality, b) are free from defects in workmanship, material, and design, c) are fit and safe for consumer use, d) are fit for their intended purpose and operate as intended, e) conform to applicable specifications (including standard industry specifications and any specifications furnished by CCP), and e) do not infringe or misappropriate any patent, copyright, trademark, or other intellectual property, proprietary, or contractual right of a third party. Any statement of specifications provided by CCP or Vendor will not relieve Vendor of any additional warranties, express or implied, which may exist. Vendor expressly warrants further that goods provided hereunder are not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, and are not an article which may not under the provisions of Section 404 or 505 of the Act be introduced into interstate commerce, and are not adulterated or misbranded within the meaning of the terms of the Commonwealth pure food acts or any other applicable federal, state, or local law, and are not an article which may not be legally transported or sold under the provisions of any federal, state, or local laws. Vendor also warrants that the goods furnished hereunder are new, not used or reconditioned. In addition, Vendor warrants that Vendor is an authorized seller of the goods provided under this Purchase Order; that CCP shall have good and marketable title to all goods (including all components thereof) purchased by CCP pursuant to this Purchase Order, free of all liens and encumbrances, and that no additional licenses are required for CCP to use such goods. Vendor represents that no law, rule or regulation has been violated in the manufacture or sale of the items covered by this Purchase Order. If applicable, Vendor represents that any goods delivered hereunder have a valid serial number and the serial number has not been altered or removed. With respect to services, Vendor warrants that all services shall be provided in a professional and workmanlike manner, with a degree of skill and care consistent with current, safe, good and sound professional, industry-accepted procedures. The representations and warranties of Vendor shall not be deemed to be exclusive and shall survive acceptance of the goods or services and payment thereof by CCP. Neither receipt of goods or services or payment therefore shall constitute a waiver of this provision. If a breach of warranty occurs, CCP may, in its sole discretion, and without waiving any other rights, return for credit or require prompt correction or replacement of the nonconforming goods or services.
Accessibility. Vendor represents and warrants that its products and services are accessible to persons with disabilities in compliance with Section 504 of the Rehabilitation Act and the Americans with Disabilities Act. If applicable, Vendor’s software products and services shall be compliant with the most current Web Content Accessibility Guidelines (WCAG) and the accessibility guidelines of Section 508 of the Rehabilitation Act. As requested by CCP, Vendor agrees to provide written documentation verifying accessibility, to promptly respond to and resolve accessibility complaints received from CCP or any user of the products/services, and to indemnify and hold the College harmless in the event of claims arising from the inaccessibility of Vendor’s products or services.
Nondiscrimination and Affirmative Action. Vendor will comply with all applicable federal, state, and local laws, regulations, and executive orders prohibiting discrimination and requiring affirmative action, including, but not limited to Executive Order 11246, Section 503 of the Rehabilitation Act, the Philadelphia Fair Practices Ordinance, the Pennsylvania Human Relations Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act. Vendor shall not discriminate against any consumer of Vendor’s services on the basis of age, sex, gender, race, color, national origin, ethnicity, disability, sexual orientation, gender identity, religion, veteran’s status, marital status, familial status, or any other protected category. Vendor will not discriminate against any employee or applicant for employment because of age, sex, gender, race, color, national origin, ethnicity, disability, sexual orientation, gender identity, religion, veteran’s status, marital status, familial status, or any other protected category. Vendor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their age, sex, gender, race, color, national origin, ethnicity, disability, sexual orientation, gender identity, religion, veteran’s status, marital status, familial status, or any other protected category. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, and any and all notices required to be posted pursuant to federal, state, and local laws, regulations, and executive orders. CCP may elect to provide the Vendor with the required form notices. Vendor will, in all solicitations or advertisements for employees placed by or on behalf of Vendor, state that all qualified applicants will receive consideration for employment without regard to age, sex, gender, race, color, national origin, ethnicity, disability, sexual orientation, gender identity, religion, veteran’s status, marital status, familial status, or any other protected category. Vendor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing or action, including an investigation conducted by the employer, or is consistent with the Vendor’s legal duty to furnish information. Vendor will send to each labor union or representative of workers with which Vendor has a collective bargaining agreement or other contract or understanding, a notice advising the labor union or worker’s representative of the Vendor’s commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Vendor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor as well as Section 503 of the Rehabilitation Act of 1973. Vendor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. In the event of the Vendor’s noncompliance with the nondiscrimination clauses of this Purchase Order or with any of such rules, regulations, or orders, this Purchase Order may be cancelled, terminated, or suspended in whole or in part and Vendor may be declared ineligible for further contracts with CCP, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. Vendor will include these provisions in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Vendor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided however, that in the event Vendor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, Vendor may request the United States to enter into such litigation to protect the interests of the United States.
Equal Opportunity for VEVRAA Protected Veterans. Vendor and any subcontractor shall also abide by the requirements of the Vietnam Era Veterans Readjustment Assistance Act as set forth in 41 C.F.R. §60-300.5(a) of the Code of Federal Regulations related to equal opportunity for protected veterans. This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors or subcontractors to employ and advance in employment qualified protected veterans. Vendor will include this provision in every subcontract or purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary issued pursuant to the Act, so that such provisions will be binding upon each subcontractor or vendor. Vendor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance. In the event of the Vendor’s noncompliance with the non-discrimination clauses above or with any applicable federal, state, or local law, regulation, or executive order, the Purchase Order may be canceled, terminated, or suspended in whole, or in part and the Vendor may be declared ineligible for further CCP contracts. Vendor shall include the paragraphs set forth in this section in every subcontract or purchase order unless exempted.
Indemnification. Vendor shall indemnify, defend, and hold CCP, its officers, trustees, employees, and agents harmless from and against all liabilities, injuries, claims, judgments, losses, damages, expenses (including reasonable attorney’s fees and expenses) arising out of or in connection with a) the goods or services provided under this Purchase Order; b) Vendor’s breach of its obligations, representations, or warranties under this Purchase Order; or c) any claims that the goods or services (or any portion thereof) provided hereunder infringe upon any trademark, patent, copyright, or other intellectual property or proprietary right of a third party. Vendor’s indemnification obligations hereunder extend to claims for bodily injury or property damage by members of the general public, employees of CCP, CCP itself, or any subdivisions, and specifically obligates Vendor to pay all costs associated with the defense of any claim arising out of any activity, including attorneys’ fees and expenses, to appear in court on behalf of CCP or any of its subdivisions or employees. Vendor shall not enter into any settlement of any indemnification claim without CCP’s prior written consent.
Tort Claims Immunity. Any other term, covenant, or condition of this Purchase Order to the contrary notwithstanding, CCP, its officers, directors, employees, and agents retain all immunities provided pursuant to the laws of the Commonwealth of Pennsylvania, including but not limited to the Political Subdivision Tort Claims Act, 42 Pa. C.S.A. §§ 8541-8564, and do not waive any defenses of immunity under these laws. CCP does not waive for itself or for its officers, directors, employees, or agents any other defenses or immunities available to it or any of them.
Limitation of Liability. IN NO EVENT WILL CCP BE RESPONSIBLE FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES INCURRED BY VENDOR WITH RESPECT TO THIS PURCHASE ORDER, WHETHER OR NOT CCP HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES.
Non-Debarment. Vendor certifies that Vendor and its employees, directors, officers, subcontractors, and agents are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency, the City of Philadelphia, or the Commonwealth of Pennsylvania and that Vendor and its employees, directors, officers, subcontractors, and agents are not prohibited from receiving federal funds, funds from the Commonwealth of Pennsylvania or from the City of Philadelphia for any reason.
No Collusion. Vendor certifies that the purchase price hereunder has been determined independently without collusion with CCP’s employees, other bidders, or any other supplier, and without effort to preclude CCP from obtaining the lowest competitive price.
Use of CCP’s Name, Logo, Trademarks. Vendor may not use the name of CCP or any CCP employee or CCP’s logos or trademarks without CCP’s prior written consent.
Worker & Community Right to Know. Vendor must provide Material Safety Data Sheets (MSDS) for any substance acquired on this Purchase Order which appears in the Pennsylvania Department of Labor and Industry Hazardous Substance Lists under Section 3 of the Act of October 5, 1984 (P.L. 734 No. 159) and any subsequent updates.
Termination. CCP may terminate this Purchase Order, or any part thereof, at any time for any or no reason, at CCP’s convenience. Upon notice of termination, Vendor shall immediately stop all work and cause its suppliers and/or subcontractors to stop all work in connection with the Purchase Order. If CCP terminates for convenience, CCP shall pay Vendor for goods and services accepted as of the date of termination. CCP shall have no responsibility for work performed after Vendor’s receipt of notice of termination. CCP may also terminate this Purchase Order if Vendor breaches any of its terms or conditions or becomes insolvent or files for bankruptcy protection. If CCP terminates for cause, CCP shall have no payment obligations to Vendor.
Force Majuere. CCP shall not be liable for or be deemed to have defaulted under or breached this Purchase Order for any failure of or delay in the performance of this Purchase Order for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to, acts of God, war, strikes or labor disputes, embargoes, government orders or regulation, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, flood, fire, shortage or adequate power or transportation facilities, or any other force majeure event. CCP may suspend and/or terminate the services under this Purchase Order as a result of a force majeure event without any payment obligations for services that otherwise would have been provided absent the suspension or termination, provided however that CCP shall pay Vendor for goods and services provided through the date of suspension or termination.
Confidentiality. Any and all information or material provided by CCP in connection with this Purchase Order will remain the sole and separate property of CCP. Vendor and its employees, directors, officers, and agents will keep any and all materials and information belonging to CCP (irrespective of how obtained) strictly confidential at all times hereafter to the fullest extent permitted by law.
Information Disclosures: Except for information specifically identified as proprietary in the Vendor's proposal to CCP, any knowledge or information which Vendor has discussed or may hereafter disclose to CCP shall not unless specifically agreed upon in writing by CCP be deemed to be confidential or proprietary information and any acquisition by CCP shall be free from any restrictions regarding its use or disclosure. Vendor understands that this Purchase Order and associated documents may be subject to disclosure pursuant to the Pennsylvania Right to Know Law.
Right to Audit. Vendor shall, as requested by CCP, provide reasonable access to Vendor’s books, records, reports, and information pertaining to the Vendor’s operations as necessary to ensure Vendor’s compliance with this Purchase Order or for other audit purposes.
Correspondence. With the exception of invoices, communications regarding this Purchase Order (including acknowledgements, correspondence, literature, catalogs, and price lists) shall be directed to CCP to the attention of the Purchasing Department, Room M1-4.
Governing Law. This Purchase Order shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania. Any disputes regarding this Purchase Order shall be heard in the state or federal courts of Philadelphia, Pennsylvania.
Non-Assignment: Neither this Purchase Order nor any rights or obligations under it shall be assigned to third parties by Vendor without the prior written consent of CCP.
Independent Contractor. In performing pursuant to this Purchase Order, Vendor shall be an independent contractor and not acting as an employee or agent of CCP. Vendor shall have no authority to bind CCP to any agreements with third parties. Vendor’s employees or subcontractors shall not be considered employees of CCP.
Modification of Terms & Conditions. The terms and conditions herein set out supersede and control over any inconsistent provisions in any quotation or offer heretofore made by Vendor or any other document sent by Vendor, and may not be altered except in a writing signed by an authorized CCP representative. Provisions in acknowledgement forms or other documents prepared by Vendor which are inconsistent with these terms and conditions shall not be effective unless expressly assented to by an authorized CCP representative in writing.
No Waiver. CCP’s failure to assert a right or CCP’s delay in exercising any right, or part thereof, under this Purchase Order shall not operate as a waiver or in any way affect CCP’s rights thereafter.
Authorization. Every order from CCP is supplied with a purchase order number. Shipment of unauthorized orders without an authorizing P.O. number may be at Vendor's expense. Shipment of any goods which have been preceded by CCP's Purchase Order constitutes agreement with all of the terms and conditions listed herein.