Terms and Conditions Agreement

Pasco-Hernando State College Purchase Order Terms and Conditions Entire Agreement: When a formal contract has been entered into by the College and Vendor, the terms and conditions inc luded in the contract shall have preference and this purchase order is used solely to encumber funds and for payment purposes. In the event any conflict or inconsistency between this Purchase Order, a formal contract and/or invitation to bid/request for proposal/intent to negotiate, the order of priority of controlling terms shall be 1) formal contract; 2) invitation to bid/request for proposal; 3) this Purchase Order. The following terms and conditions shall be observed. Any Vendor terms and conditions included with Vendor’s invoice or any other document provided by Vendor shall be of no effect. Whether construed as an offer, acceptance, or confirmation, these terms and conditions of purchase include all documents and exhibits attached hereto and all other terms incorporated by reference herein. This purchase order shall constitute the final, complete, and exclusive statement of this contract and may not be modified or rescinded except by a written change order issued by the District Board of Trustees, Pasco-Hernando State College, Florida (hereinafter referred to as College). Any changes must be made through the College Purchasing Department.

If this purchase order constitutes an offer by College to purchase the goods and/or services specified upon the terms and conditions and at the price(s) and with the delivery date(s) specified herein, Vendor shall indicate its acceptance of this order by verbal acceptance communicated to the College, by written acceptance on the face of this purchase order received by the College, by other manner, expressly conditioned on notice of such commencement of work received by the College, or by the delivery of goods and services within the time for such delivery as stated in this purchase order. Regardless of the manner or medium of acceptance, time is of the essence.

As an offer, this purchase order expressly limits acceptance to its terms and conditions, and notification of objection to any different or additional terms in any response to this offer from the Vendor is hereby given. If this purchase order is construed as an acceptance of the Vendor’s offer, this acceptance is expressly conditioned on the offeror’s assent to any additional or different terms contained in this purchase order. If this purchase order is construed as a confirmation of an existing contract, the parties agree that this purchase order constitutes the final, complete and exclusive terms and conditions of the contract between the parties.

Vendor acknowledges that the College name, logo, and other indicia are or may be subject to copyright and trademark protections under Federal and Florida Law and therefore Vendor may not use the College’s posters, displays, marketing materials, advertising materials, or logo without the express written authorization of College.

UCC Incorporation: Regardless of its construction as an offer, acceptance, confirmation or used to place orders for goods or services pursuant to an earlier contract, this purchase order incorporates by reference all terms of the Uniform Commercial Code, providing any protection for the College, including, without limitation, all express and implied warranty protection and all College’s remedies under the Uniform Commercial Code.

Website Exclusion: The College expressly states that it will not be bound by any content on the Vendor’s website, even if the Vendor’s documentation specifically references that content and attempts to incorporate it into any other communications, unless the College has actual knowledge of such content and has expressly agreed to be bound by it in writing that has been manually signed by an authorized representative of the College.

In the event that Vendor enters into terms of use agreements, EULA or other agreements or understandings, whether verbal or in writing, with College's employees, such as by requiring the employee to click an on screen indicator indicating "I accept" before allowing the user to access the Application, Site or Service, such agreements shall be null, void and without effect. To the extent Vendor employs such agreements; Vendor is advised that employees of College do not have authority to enter into such agreements on behalf of the College. Indemnification: 

The Vendor agrees to indemnify and hold the College, its officer’s, agents, and employees harmless from any and all loss, cost, liability, and expense (including attorney’s fees) arising, growing out of, or in any way connected with, any other claims or litigation now or hereafter asserted with respect to any injury or damages resulting from or arising out of any alleged defect in the work, goods, or materials ordered herein or by reason of the design or construction thereof, and agrees to reimburse College for any and all expenses (including attorney’s fees) in connection thereof. Vendor also agrees to save and hold harmless the College, its officers, directors, Board of Trustees, agents, assigns, and employees for infringement of any US patent, trademark, or copyright due to the use of any product sold to the College or used in performance of the Purchase Order. This paragraph shall survive the expiration or termination of this Purchase Order. Notwithstanding the foregoing, any indemnity and hold harmless provided herein by Pasco-Hernando State College shall be limited to and subject to the extent and limitation of Chapter 768.28, Florida Statutes, and shall not exceed the sum of $200,000 per incident and $300,000 for the same incident or occurrence, and the above provision shall in no way act as a waiver of College’s sovereign immunity beyond that provided in Section 768.28, Florida Statutes or as a waiver of any other defense that Vendor may have to such claims.

Insurance: Vendor shall carry comprehensive general liability insurance, including contractual and product liability coverage, with minimum limits acceptable to the College. Vendor agrees to have the College added as additional insured with respect to Commercial General Liability Insurance for purposes of contract performance and incidents arising out of Agreement. Vendor shall, at the request of the College, supply certificates evidencing such coverage.

Governing Law: This contract shall be construed and enforced under the laws of the State of Florida which will be the forum for any legal action between the parties arising from or incident to the agreement. The exclusive venue for any legal proceeding will be Pasco County, Florida. The enumeration herein of certain rights does not exclude others which are given by law.

The parties hereto acknowledge and agree that the District Board of Trustees, College, Florida is a political subdivision of the State of Florida. As such, pursuant to Florida Statute 768.28, the College’s performance under this purchase order agreement and any amendments thereto or attachments connected therewith, shall at all times be subject to any and all Florida state laws, state regulations, and College District Board of Trustee Rules which are applicable to the College’s operations, commitments and/or activities in furtherance of any terms specified in this purchase order.

Supplier attest compliance with all federal and state laws and regulation.

Assignment: Vendor shall not assign or subcontract any portion of this order without prior written approval of the College. If such approval is granted, it shall not relieve the Vendor from liability hereunder. If this order cannot be filled by person or firm to whom it is issued, it shall be returned to the College.

Shipping: Shipping notices and Bills of Lading must accompany shipment, and parcels must be clearly marked with the purchase order number and the address to which the material is to be delivered. Shipment must be properly packaged. Damaged goods will not be accepted. Delivery is “F.O.B. Destination unless specified on the Purchase Order. If the College agrees in writing to reimburse the Vendor for transportation cost, the College shall have the right to designate the method of shipment. In either case, the title and all risk of loss of the goods shall remain with the Vendor until the goods are received and accepted by the College. Rejected materials will be returned to the Vendor at the Vendor’s Risk and expense. The College reserves the right to reject any shipment not meeting the terms, conditions, and specifications as stated. Rejected shipments will be returned to Vendor at Vendor’s expense. Failure to make delivery by or before the required delivery date, if stated on the Purchase order shall constitute cause for cancellation of the order, or any part thereof, without further liability to the College or without prejudice to the College’s rights. Vendors failure to adhere to any term or condition of this order may result in cancellation. Vendor agrees the College may return part or all of any shipment made, and may charge the Vendor for any loss or expense sustained as a results thereof. Partial delivery/payment shall not be made, unless otherwise specified on the Purchase order, per Section 672.307, Florida Statutes.

If freight charges appear on the invoice, the College reserves the right to require receipted transportation invoices.

All purchases must be shipped within 60 days of the order unless otherwise stated. If shipment cannot be made within 60 days, the vendor shall advise the College of an alternate date which may be accepted or rejected by the College.

Receiving is open to receive shipments from 8 a.m. to 3:30 p.m., Monday through Friday. Deliveries will not be accepted during holidays, breaks or otherwise noted on PO. Contact information for Receiving is 727-816-3479.

Hazardous substances must be shipped with Material Safety Data Sheets. 

Payments: Payments to the vendor will be processed upon the submission of correct invoices at the prices stipulated on the purchase order for items delivered and accepted or services rendered, less deduction, if any. Unless otherwise specified, partial payments will not be made. The College’s standard terms for payment shall be Net 45 days from the date of receipt of correct invoice and receipt of items/services, whichever is latest.

Pricing: If unit price is omitted on the order, except where the PO is given in acceptance of quoted prices, it is agreed Vendors’ price will be the lowest prevailing market price, and in no event is the order to be filled at a higher price than previously quoted or charged without College written consent. If the College references a contract or purchasing cooperative agreement, all pricing shall reflect the referenced agreement.

Vendor shall provide the new current standard production model available at the time and date of the purchase order.

Severability: The terms of this agreement are severable. If any term or provision is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the provisions shall continue to be valid and enforceable.

Tax Exempt Status: Vendor acknowledges that the College is a tax-exempt institution and does not pay Federal Excise or Florida Sales taxes on direct purchases of tangible personal property. College is exempt from all federal, state, and local telecommunication taxes pursuant to Florida Statute §202.12, 202.125, 202.19, 212.08, 365.172 OR Federal USC Title 26, Subtitle D, Chapter 33, Subchapter B, Section 4253.

Compliance/Licenses: Vendor, its employees, subcontractors or assigns shall obtain, at its own expense, all licenses, permits, and other authorizations necessary to comply with all applicable federal, state, and local laws and regulations relating to the performance of this Purchase Order. The College undertakes no duty to ensure such compliance, the Vendor shall indemnify the College and hold harmless from any failure by the Vendor to comply with such laws and regulations relating to performance of this Purchase Order.

Conflict of Interests: The purchase hereunder is subject to provisions of Chapter 112, Florida Statutes. All vendors must disclose the name of any director or agent who is an employee of the College.

Termination: The College  reserves the right to cancel all or part of this Purchase Order, without obligation, if unconditioned acceptance is not expressed by the Vendor either through written notice or by delivery of items ordered, within any specified dates and times.

Warranty: All goods furnished by Vendor for any service or installation relating thereto pursuant to this order shall be warranted to be the best quality of their intended purposes. In the event of breach, the Vendor shall take any necessary action, at the Vendor’s expense, to correct such breach in the most expeditious manner possible. This warranty shall also insure to the benefit the user of the goods. Vendor agrees if any defect shall appear in equipment, articles or materials specified in this order, within one year from date of receipt of good or service, the seller, upon notice, shall correct such defects by repair or replacement without expense to the buyer.

Liquidated Damages-Services: If Vendor fails to complete the work within the time specified in the contract/quote, the Vendor shall pay liquidated damages to the College in the amount of 1% for each calendar day of delay until the work is completed or accepted unless the delay is the result of actions or inaction on the part of the College. Work may be rescheduled by written mutual agreement.

Public Entity Crime: A person or affiliate who has been placed on the State of Florida’s convicted vendor list may not submit a proposal or contract to provide any goods or services, including construction, repairs or leases and may not be awarded or perform work as a contractor, supplier, subcontractor or consultant for College for a period of thirty six (36) months from the date of being placed on the convicted vendor list. See Florida Statutes 287.133.

Equal Opportunity Employer: College is committed to providing an educational and working environment free from discrimination and harassment. All programs, activities, employment and facilities of t h eCollege are available to all on a non-discriminatory basis, without regard to race, color, age, national origin, religion, marital status, gender, gender identity, sexual orientation, disabling condition, ethnicity, pregnancy or any other factor or condition protected by law. The College shall not solicit, collect, maintain or utilize genetic information, as defined in Federal regulations, of any employee, employee’s family member or dependent for any purpose. The College is an equal access/equal opportunity institution. Questions pertaining to educational equity, equal access or equal opportunity should be addressed to Title IX/Equity Officer, PHSC, 10230 Ridge Road, New Port Richey, FL 34654.

Nondiscrimination: The District Board of Trustees of Pasco-Hernando State College shall provide equal access to and equal opportunity in admission to programs for qualified applicants without regard to race, color, age, national origin, religion, marital status, gender, gender identity, sexual orientation, disabling condition, ethnicity, pregnancy, or any other factor or condition protected by law. In addition, the college shall not solicit, collect, maintain or utilize genetic information, as defined in Federal regulations for any purpose. The following person has been designated to handle inquiries regarding nondiscrimination policies: Imani Asukile, Director of Global and Multicultural Awareness, at 727-816-3192, PHSC, 10230 Ridge Road, New Port Richey, FL 34654.

Public Records To the extent that contractor meets the definition of “contractor” under Section 119.0701, Florida Statutes, in addition to other contract requirements provided by law, contractor must comply with public records laws, including the following provisions of Section 119.0701, Florida Statutes:

(a) Keep and maintain public records required by college to perform the service.

(b) Upon request from college's custodian of public records, provide college with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, F.S., or as otherwise provided by law.

(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to college.

(d) Upon completion of the contract, transfer, at no cost, to college all public records in possession of the contractor or keep and maintain public records required by college to perform the service. If the contractor transfers all public records to college upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to college, upon request from college's custodian of public records, in a format that is compatible with the information technology systems of college.

(e) If the contract has questions regarding the application of Chapter 119, Florida Statutes, to the contractor's duty to provide public records relating to this contract, contract the Custodial of Public Records at Pamela Nadolski, Paralegal, 727-816-3746, nadolsp@phsc.edu, Pasco-Hernando State College, 10230 Ridge Road, New Port Richey, FL 34654

(f) The contractor acknowledges that Pasco-Hernando State college cannot and will not provide legal advice or business advice to contractor with respect to its obligations pursuant to this section related to public records. The contractor further acknowledges that it will not rely on college or its counsel to provide such business or legal advice, and that he has been advised to seek professional advice with regard to public records matters addressed by this agreement.  The contractor acknowledges that its failure to comply with Florida law and this agreement with respect to public records shall constitute a material breach of this agreement and grounds for termination.