Purchase Order Terms and Conditions

  • This order is subject to the following terms and conditions, and by accepting the order, or any part thereof, the Vendor agrees to and accepts said terms and conditions.

    GENERAL

    1. No terms stated by Vendor in accepting or acknowledging this order shall be binding upon Marana Unified School District (MUSD) unless accepted in writing by MUSD.
    2. Vendor may not assign this order without Purchasing Agent’s (Buyer) prior written consent.
    3. Time is of the essence of this order.

    COMPLIANCE

    1. No change(s) of any kind will be made on this order without prior approval of MUSD.
    2. Any and all disputes or claims relative to the Purchase Order are subject to resolution through the mechanisms of the Arizona Education Procurement Code.  All signatories agree that if a claim is made against the District and the District prevails under the Procurement Code, the contracting party shall be responsible for the District’s attorney fees and costs.

    PURCHASE ORDERS

    1. The District conducts business through the use of purchase orders. Shipments received without the issuance of an approved purchase order shall be subject to rejection and/or return at the vendor's expense without obligation or penalty assigned to the District or its employees.
    2. Services rendered received without the issuance of an approved purchase order shall be subject to rejection and/or return at the vendor's expense without obligation or penalty assigned to the District or its employees.
    3. By accepting the Purchase Order, Vendor affirms that Vendor has not given, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discounts, trips, favor, or service to any employee of the MUSD in connection with this order.

    PRICE

    1. Price deviations and substitutions in kind are permitted ONLY with authorization of the Purchasing Agent (Buyer).
    2. All goods shall be prepaid to point of destination indicated. Exceptions are subject to the approval of the Purchasing Agent.

    WARRANTIES

    1. Vendor warrants that the goods will conform to the description and any applicable specifications, shall be of good merchantable quality and fit for the known purpose for which they are sold. This warranty is in addition to any express warranty or service guarantee given by Vendor to District.
    2. Vendor warrants that the goods are free and clear of all liens and encumbrances and that Vendor has a good and marketable title to same at the time title passes to District.
    3. Vendor shall comply with all State, Federal, and local laws regulations, or orders applicable to the purchase, manufacturing, processing, construction, installation, servicing and delivery of the goods. In the event of failure to comply with applicable laws, regulations, or orders, the Vendor shall reimburse the District for any loss incurred by Vendor’s failure to comply.
    4. In the event any goods sold and delivered hereunder shall be covered by any patent, trademarks, copyright or application thereof or other rightful claim of any third person, Vendor shall indemnify and hold harmless MUSD from any and all loss, cost, or expense on account of the use of such goods in violation of rights under such patent, trademarks, copyright, application or other rightful claim of any third person.

    INVOICES/PAYMENT/PACKING SLIPS

    1. All invoices, packing lists, packages, drop shipments, shipping notices, and other written documents affecting this order shall contain the applicable Purchase Order Number.
    2. Invoices must clearly reference only one (1) Purchase Order Number and must be itemized showing quantity, unit price, line item number, labor, material and state and/or local taxes.
    3. Packing slip shall be enclosed with each shipment shipped pursuant to this order, indicating the contents of each package. Backorders and split orders must be noted.
    4. MUSD is required to report and pay any Arizona Use Tax incurred or to be incurred on this purchase directly to the Arizona Department of Revenue.  Identify and add such tax only if you pay directly to the state.
    5. Invoices will not be processed for payment until items invoiced are received, inspected and accepted by MUSD.
    6. Per A.R.S. §15-906, all fiscal year invoices must be received, approved and paid within 60 days after the close of the fiscal year.  The District’s fiscal year ends June 30.  The District is prohibited by statute from paying any fiscal year invoices not received within 60 days after the end of the fiscal year. (Note: Certain construction related services may span two fiscal years. Vendor must invoice for all performed services up to June 30th. The PO will be extended and future invoices will be for work performed from July 1st.)

    SHIPPING AND DELIVERY (When applicable)

    1. If Vendor cannot ship order without delay, they shall immediately notify the Purchasing Agent of that fact and of the probable date of delivery. With respect to delivery under this order, time is of the essence and the order is subject to cancellation for failure to deliver on time.
    2. All goods and/or materials purchased herein are subject to approval of a MUSD procurement department designee. Any rejection of goods and/or materials resulting because of non-conformity to the terms, conditions, delivery, price, quality or specifications of this order will be at Vendor’s risk and expense.
    3. All Claims from carrier for damage shall be the responsibility of the Vendor. MUSD may contact carrier for inspection and claim forms to forward to Vendor.
    4. Goods must be shipped as per instructions; Otherwise, any extra handling charge will be billed back to Vendor.
    5. MUSD will not be responsible for any goods delivered without purchase order.
    6. 6.    Unless otherwise specified on the Purchase Order, products not received by June 30th of the fiscal year the Purchase order is issued will be considered cancelled. (Note: Certain construction services may span more than one Fiscal year and may roll over with permission from the district or procurement representative.) 

    LIABILITY OF VENDOR

    1. In the event any goods sold and delivered hereunder shall be defective in any respect whatsoever, Vendor shall indemnify and hold harmless the District from all loss or the payment of all sums of money by reason of all accidents, injuries, or damages to persons or property that may happen to occur in connection with the use of such goods and/or contributed to by said defective condition.
    2. Vendor will hold District harmless from any or all damages or liability arising out of the death or injuries to persons or damage to property proximity caused by the negligence of Vendor or his agents, servants or employees.
    3. Vendor shall be responsible for any and all loss or damage to the goods until delivered to District at the F.O.B. destination point specified on the face of the Purchase Order.

    REMEDIES AND APPLICABLE LAW

    1. This Contract shall be governed by, and MUSD and Vendor shall have all remedies afforded each by the Uniform Commercial Code, as adopted in the State of Arizona, except as otherwise provided in this contract or in statutes pertaining specifically to the State. This Contract shall be governed by the law of the State of Arizona, and suits pertaining to this Contract may be brought only in the courts of the State of Arizona.

    STATUTORY REQUIREMENTS

    1. This agreement is subject to cancellation pursuant to ARS §38­-511.
    2. By accepting this purchase order, Vendor agrees to comply and maintain compliance with FINA, ARS §41-­4401 and ARS §23-­214 which requires compliance with Federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E­-Verify Employee Eligibility Verification Program.
    3. Vendor certifies compliance with ARS §35-­392, the Export Administration Act.
    4. Vendor agrees to comply with ARS §35-­391 and ARS §35-­393, and therefore has no scrutinized business operation investments in Sudan or Iran.
    5. Vendor agrees to comply with ARS §35-394 Force Labor of Ethnic Uyghurs.
    6. Vendor agrees to comply with fingerprinting requirements in accordance with ARS §15­-512 unless otherwise exempted.

    FEDERAL REQUIREMENTS (IF APPLICABLE)

    1. By accepting the Purchase Order, Vendor agrees to maintain in current status all federal, state, and local licenses, certifications and permits required by the operation of the business conducted by Vendor in accordance with A.R.S. §32-1151.
    2. By accepting the Purchase Order, Vendor agrees, when working on any federally assisted projects with more than $2,000 in labor costs, to comply with the Contract Work Hours and Safety Standards Act, the Davis-Bacon Act (Section 29, CFR Part 5), the Copeland “Anti-Kickback” Act, and the Equal Opportunity Employment requirements provided under 41 CFR 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order 11375 and implementing regulations at 41 CFR Part 60.  In such projects, Vendor agrees to post wage rates at the work site and submit a copy of their payroll to District for their files.  In addition, to comply with the Copeland Act, Vendor must submit weekly payroll records to District.  Vendor must keep records for three years and allow the federal grantor agency access to these records, upon demand.  Vendor also agrees to comply with State of Arizona Executive Order 75-5, as amended by Executive Order 99-4.
    3. By accepting the Purchase Order, when working on any projects funded with Federal grant monies, Vendor additionally agrees to comply with the administrative requirements for grants and cooperative agreements to state and local governments (24 CFR, Part 85, subpart 36 – procurement).  This compliance includes sections regarding requirements and regulations pertaining to reporting; patent rights; copyrights; and applicable standards, orders or requirements issued under: 42 USC 7401-7671q of the Clean Air Act; 33 USC 1251-1387 of the Federal Water Pollution Control Act as amended; Executive Order 11738; EPA regulations; and standards and policies related to the Energy Policy and Conservation Act.
    4. All federally assisted contracts that exceed $10,000 may be terminated by the federal grantee for noncompliance by the Vendor.  In projects that are not federally funded, Vendor must agree to meet any federal, state or local requirements, as necessary.  In addition, if compliance with the federal regulations increases the contract costs beyond the agreed on costs on the Purchase Order, the additional costs may only apply to the portion of the work paid by the federal grantee.
    5. By accepting the Purchase Order, Vendor confirms that no Federal appropriated funds have been paid or will be paid by or on behalf of the Vendor to any person influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a Cooperative Agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan or cooperative agreement.
    6. If Federal grant monies are spent under the Purchase Order, Vendor may be asked to provide additional information, disclosures and/or certification in compliance with federal regulations.  This additional documentation may pertain to, but is not limited to, the following: federal lobbying (Section 319 of Public Law 101-121), international shipping, Clean Air Act, Federal Water Pollution Control Act, and debarment/suspension status.
    7. If Federal grant monies are spent under the Purchase Order, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act and its implementing regulations. The requirements of Section 6002 include: (1)  procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 
    8. If Federal grant monies are spent under the Purchase Order, Vendor agrees to comply with Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5).
    9. As appropriate and to the extent consistent with law, the District, to the greatest extent practicable under a Federal award, prefers the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all sub-awards including all contracts and purchase orders for work or products under this award. “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete, glass, including optical fiber, and lumber. Vendor agrees to comply with the greatest extent practicable.
    10. If Federal grant monies are spent under the Purchase Order, Vendor agrees to comply with the following ban on foreign telecommunications: Federal grant funds may not be used to purchase equipment, services, or systems that use “covered telecommunications” equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. “Covered telecommunications” means purchases from Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), and video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
    11. If Federal grant monies and/or US Department of Agriculture monies are spent under the Purchase Order, Vendor agrees to comply with the applicable portions of the School Food Authority’s agreement under the program.  Vendor agrees to conduct program operations in accordance with all applicable laws, orders and regulations, including but not limited to:
      1. 7 CFR Parts 210, 215, 220, 225 and 250;
      2. Public Law 111-296, the Healthy, Hunger-Free Kids Act of 2010;
      3. Public Law 105-336, the Buy American provision of the William F Goodling Child Nutrition Reauthorization Act of 1998: The contractor shall purchase, to the maximum extent practicable, domestic agricultural commodities or products substantially processed in the United States, in accordance with 7 CFR 210.21(d) and 7 CFR 220.16(d). “Substantially” means the final processed product contains over 51% domestically grown agricultural commodities. This provision applies to all food purchases paid from the nonprofit school food services account. There are limited exceptions to this provision which allow for the purchase of products not meeting the “domestic” standard as described above (“non-domestic”) in circumstances when use of domestic products is truly not practicable.  However, before utilizing an exception, alternatives to purchasing non-domestic food products should be considered. Exceptions to the Buy American provision should be used as a last resort; however, an alternative or exception may be approved upon request. Exceptions include: (1) The product is not produced or manufactured in the U.S. in sufficient and reasonable available quantities of a satisfactory quality, or (2) competitive bids reveal the costs of a U.S. product are significantly higher than the non-domestic product. To be considered for the alternative or exception, the request must be submitted in writing to a designated official, a minimum of 14 days in advance of delivery. The request must include: (1) the alternative substitutes that are domestic and meet the required specifications, with price of the domestic food alternative substitute and the availability of the domestic alternative substitute in relation to quantity ordered, and (2) the reason for exception, whether limited/lack of availability or price. If price, include the price of the domestic food product and the price of the non-domestic product that meets the required specifications of the domestic product; 
      4. OMB Circular A-110, Byrd Anti-Lobbying Amendment 31 USC 1352
      5. Federal and USDA civil rights regulations and policies: In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, sex, disability, age, or reprisal or retaliation for prior civil rights activity in any program or activity conducted or funded by USDA. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the Agency (State or local) where they applied for benefits. Individuals who are deaf, hard of hearing or have speech disabilities may contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English.
        1. To file a program complaint of discrimination, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at http://www.ascr.usda.gov/complaint_filing_cust.html, and at any USDA office, or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by:
          1. Mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410;
          2. Fax: (202) 690-7442; or
          3. Email: program.intake@usda.gov.
      6. Affordable Care Act: The contractor understands and agrees that it shall be solely responsible for compliance with the patient Protection and Affordable Care Act, Public Law 111-148 and the Health Care and Education Reconciliation Act, Public Law 111-152 (collectively the Affordable Care Act “ACA”). The contractor shall bear sole responsibility for providing health care benefits for its employees who provide services to the District as required by State or Federal Law.
      7. Record Keeping: The books and records of the contractor pertaining to operations under this Agreement shall be available to the District at any reasonable time. These records are subject to inspection or audit by representatives of the District, State Agency, the US Department of Agriculture and the US General Accounting Office at any reasonable time and place. The District shall maintain such records, for a period of not less than five (5) years after the final day of the contract, or longer if required for audit resolution (A.R.S §35-214, 7 CFR 210.23 and 2 CFR Part 200.318 (i)).
      8. Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 USC 327-330); and 
      9. The termination clause of Appendix II to 2 CFR Part 200.
    12. When Federal funding is used, District shall take affirmative steps to assure minority businesses, women’s business enterprises, and labor surplus area firms are notified of bidding opportunities when possible. Prime contractors are required to take the same affirmative steps if subcontractors are let.
    13. The parties agree to comply with all provisions of applicable federal, state and local laws relating to non-discrimination, equal employment opportunity, the Americans with Disabilities Act, and Arizona Governor’s Executive Order 2009-09 (superseding Executive Order 99-4) (dated January 29, 1999), as may be amended from time to time.
    14. Certificate of Independent Price Determination: The contractor admits that all prices in this order have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Vendor or with any competitor certification regarding non-collusion.

    REGISTERED SEX OFFENDER NOTIFICATION RESTRICTION

    1. Pursuant to this order, Vendor agrees by acceptance of this order that no employee, or employee of its subcontractor, who is required to register as a sex offender, pursuant to A.R.S. §13-3821, will perform work on District premises or equipment at any time when District students are, or are reasonably expected to be, present.  Vendor further agrees by acceptance of the Purchase Order that a violation of this condition shall be considered a material breach and may result in a cancellation of the order at the District’s discretion.

    Any breach of Contractor’s or any subcontractor’s warranty shall be deemed to be a material breach of this Contract, subjecting Contractor to penalties up to and including suspension or termination of this Contract. If the breach is by a subcontractor, and the subcontract is suspended or terminated as a result, Contractor shall be required to take such steps as may be necessary to either self-perform the services that would have been provided under the subcontract or retain a replacement subcontractor as soon as possible so as not to delay project completion.

    Contractor shall advise each subcontractor of the District’s rights and the subcontractor’s obligations hereunder. Any additional costs attributed directly or indirectly to remedial action under this Article shall be the responsibility of Contractor.

  • Revised March 2023