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Purchasing Terms & Conditions

 

  1. This purchase made by the Rector and Visitors of the University of Virginia (the University), an agency of the Commonwealth of Virginia, is governed in all respects by the laws of the Commonwealth of Virginia, and any vendor, supplier, contractor, or firm (as such terms may be used) providing goods or services to the University assures the Commonwealth it is conforming with the provisions found in applicable Virginia law. This purchase is also subject to the provisions of the "Commonwealth of Virginia Purchasing Manual for Institutions of Higher Education and Their Vendors", and the University's Procedure for Resolution of Contractual Claims.

  2. Sales to the University are normally exempt from State taxes. Invoices resulting from this purchase will be free of Federal excise and transportation taxes. The Commonwealth's excise tax exemption registration number is 54-6001796. State sales and use tax certificate of exemption form ST-12 (found here http://www.procurement.virginia.edu/forms/VirginiaSaleTax.pdf) may be specifically issued upon request.

  3. By accepting and performing this order, the vendor agrees that the price(s) include(s) shipping FOB destination unless otherwise stated in the order.

  4. Goods delivered or services rendered must be strictly in accordance with the order placed and cannot deviate in any way from the terms, conditions or specifications of this order without the prior approval of the University. Equipment, materials, or supplies delivered on this order are subject to inspection and test upon receipt. If rejected, goods remain the property of the vendor.

  5. The vendor must provide a current Material Safety Data Sheet (MSDS) on each delivered product containing any substance defined or described by United States Federal Hazard Communication Standard 1910.1200. MSDS's should be sent to Department of Environmental Health and Safety, University of Virginia, P.O. Box 400322 Charlottesville, VA 22904-4322.

  6. If the vendor is providing any items, data or services under this order that are controlled by the Department of State, Directorate of Defense Trade Controls, International Traffic in Arms Regulations (ITAR), it  must notify (by sending an email to export-controls@virginia.edu), and receive prior written authorization from, the University’s Office of Export Controls before delivery.  The notification provided by the vendor shall include the name of the University of Virginia point of contact, identify each ITAR controlled commodity, provide the associated U.S. Munitions List (USML) category number(s), and indicate whether or not the determination was reached as a result of a commodity jurisdiction or self-classification process.  The vendor agrees that if it fails to notify the University that it is providing ITAR-controlled items, data or services, it shall reimburse the University for any fines, legal costs and other fees imposed by the above-named regulatory agency for any violation of export controls regarding the provided items, data or services.

  7. To receive payment, a valid University of Virginia Purchase Order number must be shown on all invoices and shipments associated with a Purchase Order. Payments will be made according to the payment terms selected at the time of registration or the payment terms reflected on the University issued Purchase Order. Payment will not be made until an authorized agent of the vendor has registered with the University of Virginia. The Vendor Registration form can be found at our forms page.

  8. Payments will only be made from original invoices with the sole exception of electronic invoices submitted via cXML. Electronic invoices do not include invoices submitted by email or facsimile unless specifically negotiated with the University. Payments will not be made from photocopies, email or facsimile copies unless the invoice is over 45 days past due, and University Procurement and Supplier Diversity Services has authorized the exception.

    Unless otherwise negotiated or selected at registration, all payments made by paper check will incur an administrative fee of .5% of the payment amount. This fee will be automatically deducted from the overall payment amount. If a cash discount for early payment can be taken by the University, that cash discount is specified on the Purchase Order. The University will compute cash discounts from the date of delivery of goods at destination after final inspection and acceptance, from the date of completion of services or the date the correct invoice is received, whichever is later, or as may be agreed between the University and the vendor. The University will take the discount if payment is made within the specified time frame.

  9. If eVA-registered, vendor agrees, by accepting and performing this order, that it is subject to an eVA Transaction Fee based on the face amount of the order, for which vendor will be invoiced by the Commonwealth of Virginia, Department of General Services. Vendors may not recoup the eVA fee by invoicing the University for the fee. Additional information about eVA is available at http://www.eva.virginia.gov.

  10. The University will own all rights, title and interest in any and all intellectual property rights created in the performance from this purchase and vendor will execute any assignments or other documents needed for the University to perfect such rights, provided that, for research collaboration pursuant to subcontracts under sponsored research agreements administered by the University's Office of Sponsored Programs, intellectual property rights will be governed by the terms of the grant or contract to the University to the extent such grant or contract requires intellectual property terms to apply to subcontractors.

  11. Sensitive, non-public “University Data” is strictly regulated by state or federal law. Such data includes but is not limited to: business, administrative and financial data, intellectual property, and patient, student and personnel data. If the vendor providing goods or services to the University will receive, create, or come into non-incidental contact with University Data, the vendor agrees to abide by the terms and conditions of the Data Protection Addendum. Further, if the vendor providing goods or services to the University will receive, create, or come into non-incidental contact with patient or UVa health plan participant Protected Health Information as that term is defined in 45 C.F.R. § 160.103, the vendor is a Business Associate, and agrees to abide by the terms and conditions of the Business Associate Addendum in addition to the Data Protection Addendum.

  12. It is the intent of this purchase to allow for cooperative procurement. Accordingly, any public body, public or private health or educational institution, or any University related foundation may access this purchase if authorized by the vendor. Participation in this cooperative procurement is strictly voluntary. If authorized by the vendor, this purchase may be extended to the entities indicated above to purchase at fees in accordance with this purchase. No modification of this Agreement or execution of a separate agreement is required to participate. Participating entities will place their own orders directly with the vendor and will fully and independently administer their use of this purchase to include contractual disputes, invoicing and payments without direct administration from the University. The University will not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the vendor to extend this purchase. It is understood and agreed that the University is not responsible for the acts or omissions of any entity, and will not be considered in default of this purchase no matter the circumstances. Use of this purchase does not preclude any participating entity from using other agreements or competitive processes as the need may be.

  13. Except as provided below, once an order is issued, all related solicitation documents submitted to the University, including, but not limited to, quotations, proposals, bids, statements of work, and/or specifications, will be open to the inspection of any citizen,  or any interested person, firm or corporation, in accordance with the Virginia Freedom of Information Act.  Trade secrets or proprietary information submitted by a vendor as part of its solicitation documents will not be subject to public disclosure under the Virginia Freedom of Information Act; however, the vendor must invoke the protections of this section prior to or upon submission of its solicitation documents, and must identify the specific data or other materials to be protected and state the reasons why protection is necessary.  A vendor may not request that its solicitation documents in their entirety be treated as proprietary information, nor may a firm request that its pricing be treated as a trade secret or proprietary information, or otherwise be deemed confidential.

  14. This order is the entire agreement between the University (including University employees and other End Users) and the vendor. In the event that the vendor enters into terms of use agreements or other agreements or understanding, whether electronic, click-though, verbal or in writing, with University employees or other End Users, such agreements shall be null, void and without effect, and the terms of this order shall apply.