Purchase Order Terms & Conditions

THE SCHOOL DISTRICT OF PHILADELPHIA – PURCHASE ORDER STANDARD TERMS AND CONDITIONS

ACCEPTANCE. Contractor agrees to perform the services (“Services”), provide the goods (“Goods”), or both, as described in this purchase order. Contractor accepts the offer of The School District of Philadelphia (the “District”) in this purchase order and agrees to the terms and conditions of this purchase order by commencing work on the Services or Goods, or shipping the Goods. Any acceptance of this purchase order is limited to acceptance of the express terms of this offer contained on the face and back hereof. The School District hereby rejects any proposal for additional or altered terms, and any attempt by Contractor to vary in any way any of the terms of this purchase order, in Contractor’s acceptance or by other means. Such a proposal by Contractor shall not operate as a rejection of the offer contained in this purchase order.

APPLICABILITY. If this purchase order references a District contract by number on its face (the “Bid Contract”, then the Bid Contract previously entered into between Contractor and District shall control to the extent any inconsistencies exist between the Bid Contract and this purchase order. If the purchase order does not reference a Bid Contract, this purchase order constitutes the entire agreement between Contractor and District. Upon acceptance of a purchase order, shipment of Goods or commencement of a Service, Contractor shall be bound by the provisions of this purchase order, unless Contractor expressly objects to such terms in writing prior to shipping Goods or commencing Services.

INSPECTION. District shall have the right to inspect the Goods and, within a reasonable time or within 30 days, whichever is greater, reject the Goods if District determines, in its sole discretion, that in any respect the Goods are unsuitable or do not meet the specifications furnished by the District. In addition, if Contractor supplies any defective Goods, District shall have the option of (1) requiring Contractor to promptly correct and replace all defective Goods at Contractor’s expense; (2) accepting the defective Goods; or (3) canceling any unshipped portion of the order or any portion of the order relating to the defective Goods at no charge to the District. After notice to Contractor, all such defective Goods shall be held at Contractor’s risk. At Contractor’s direction, District shall return any defective Goods to Contractor at Contractor’s risk and Contractor shall pay all transportation charges. Payment for Goods prior to inspection or exercise of any of District’s options shall not constitute acceptance of the Goods and is without prejudice to any and all claims District may have against Contractor.

COMPLIANCE WITH LAW. Contractor shall comply with all applicable law, including but not limited to FERPA, 20 U.S.C. § 1232g, as applicable, in connection with this contract.

WARANTY. Contractor expressly warrants that all Goods furnished under this purchase order shall conform exactly to the specifications furnished by the District, or if no specifications are furnished, Contractor’s standard specifications for such Goods; that all Goods shall be merchantable and fit for the particular purposes for which the District intends to use them; and that all Goods shall be free of defects in material or workmanship. This warranty shall survive delivery and shall not be deemed waived either by reason of District’s acceptance of the Goods or by payment for them. Contractor warrants that all Goods shall be new, unless otherwise specified in this purchase order.

PACKAGING AND SHIPMENT; RISK OF LOSS. If applicable, Contractor shall package and ship all Goods in accordance with the District’s specification in the Bid Contract or in this purchase order, or if packing and shipping instructions are not specified, in a commercially reasonable manner. The prices of the Goods shall include the costs of shipping and packaging. Risk of loss or damage to the Goods shall pass to the District only after delivery to the destination designated by the District. Time is of the essence to the delivery of all Goods.

PAYMENT. At the end of each calendar month, Contractor shall submit to District an invoice for all Goods and Services delivered by Contractor. Invoices shall be submitted in accordance with the Bid Contract between District and Contractor, or if no Bid Contract exists, to the District location specified on the face of this purchase order. Invoices shall be exclusive of state or local sales, use or gross receipts taxes, and federal excise taxes. The District’s Pennsylvania Sales Tax Blanket Exemption Number is 76-51500; its Federal Tax ID Number is 23-6004108; and its Federal Excise Tax Number is 23-63-0021-K.

NO DISCRIMINATION. Contractor shall not discriminate against or intimidate any employee or other person on account of age, race, color, sex, sexual orientation, handicap, disability, religious creed, ancestry or national origin or Vietnam-era or any other veteran status.

INDEMNIFICATION. Contractor shall, at its sole cost and expense, indemnify, defend, and hold harmless the District and its Commissioners, Board members, officers, agents, representatives, and employees from and against all claims, demands, suits, costs, penalties, losses and expenses, including attorneys’ fees and court costs, in any way arising out of the performance or non-performance of the work required by this contract or from a breach of this Contract, including any such costs arising out of any infringement or violation of any proprietary right, including, but not limited to patent, copyright, trademark, service mark and trade secret. This indemnity, etc., shall include claims, demands, suits, costs, penalties, losses and expenses, including attorneys’ fees and court costs, to the extent they directly or indirectly arise or allegedly arise in part from the District’s own negligence.

INSURANCE REQUIREMENTS. Contractor shall, at its own expense, procure and maintain the following types and minimum limits of insurance: (1) Workers’ Compensation – statutory limits; (2) General liability – $1,000,000 per occurrence combined single limit for bodily injury (including death) and property damage liability; $500,000 advertising injury; $1,000,000 general aggregate and $1,000,000 aggregate for products and completed operations; (3) Automobile liability – $1,000,000 per occurrence combined single limit for bodily injury (including death) and property damage liability arising from owned, non-owned, and hired vehicles; (4) Warehouse liability – Liability insurance in the amount of $1,000,000 for the loss of merchandise owned by District, including commodities, while held under the Contractor’s control; (5) Products liability – $1,000,000.

CONFLICT OF INTEREST. Contractor, for itself and its principals, officers, employees and subcontractors, covenants, represents and warrants that none of them have any public or private interest which conflicts, may conflict or appears to conflict in any manner with its duties under this contract. Conflicts include the use of any public authority, office or employment or any confidential information received from any public office or employment for the private pecuniary benefit of the contractor or any of the foregoing. Contractor shall disclose to the School District all interests which may constitute a conflict.

TERMINATION FOR CONVENIENCE. District may terminate this contract for its convenience, on written notice to the Contractor, at any time, without penalty, cost or liability to District. Contractor shall be entitled to payment for any Goods delivered before the effective date of termination, or its actual and reasonable costs incurred in the performance of this purchase order up to the date termination takes effect.

NOTICES. All notices, waivers, consents and approvals shall be in writing and shall be sent to Contractor at the address specified on the face of this purchase order and to the Chief Procurement Officer, The School District of Philadelphia, Education Center, 440 N Broad Street, Third Floor, Philadelphia, Pennsylvania 19130.

APPLICABLE LAW; VENUE. This purchase order shall be construed and enforced under the law of the Commonwealth of Pennsylvania and without the aid of any canon, custom or law requiring construction against the draftsman. In the event that the parties cannot amicably resolve any dispute and a party resorts to legal action, the parties must file suit must in state or federal court in Philadelphia County, Pennsylvania.

ENTIRE AGREEMENT; AMENDMENT. This purchase order contains the entire understanding and agreement of the parties on the subject matter, excepting the Bid Contract. No conduct, course of dealing or course of performance shall be admissible to supplement, explain, modify or contradict this purchase order in any way. No amendment or modification changing this contract’s scope or terms shall have any force or effect unless it is in writing and signed by both parties.

June 2015 Revision. © 2015 The School District of Philadelphia