Terms and Conditions for Services

  1. Acceptance

    Vendor agrees to furnish the goods and services ordered by Trustees of Boston University (“Boston University”) subject to these terms and conditions. Boston University will not be bound to any terms and conditions to which it has not specifically agreed in writing. Any terms or conditions proposed by Vendor inconsistent with or in addition to these terms and conditions shall be void and of no effect unless Boston University specifically agrees to such terms and conditions in writing. These terms and conditions, together with such additions and/or modifications, and with such terms and conditions relating to price and delivery as are accepted in writing by Boston University, constitute the entire agreement between the parties. The rights of both parties hereunder shall be in addition to their rights and remedies at law or in equity. Failure of Boston University to enforce any of its rights hereunder shall not constitute a waiver of such rights or of any rights it may have.

  2. Prices and Payments

    If a purchase order is used to order Vendor’s goods and/or services, Vendor shall fill Boston University’s order at the price specified on the purchase order, or at any lower price. If no price is specified or if no purchase order is used, the order shall be filled at the lowest of (a) the price last quoted by Vendor, (b) the price last paid by Boston University to Vendor, or (c) the prevailing market price, unless an authorized representative of Boston University’s procurement department approves a higher price in writing. All goods furnished to Boston University shall be subject to Boston University’s inspection and approval, notwithstanding prior receipt and payment, and, if unsatisfactory, may be returned, transportation both ways at Vendor’s expense. Vendor shall box, crate, or package as necessary for shipment without charge unless otherwise specified on Boston University’s order. Vendor shall invoice Boston University promptly upon delivery of goods or performance of services. Vendor shall provide a monthly statement detailing any invoices more than sixty (60) days past due upon Boston University’s request. Vendor’s invoices shall include, when applicable, a purchase order number and any other information Boston University shall reasonably request.

  3. Deilver: Notice of Labor Disputes

    Time is and shall remain of the essence of this order, and no acts of Boston University, including without limitation modification of this order or acceptance of late deliveries, shall constitute a waiver of this provision. Vendor shall notify Boston University immediately of any actual or potential labor dispute which is delaying or threatens to delay the timely performance of this order. Boston University reserves the right to refuse or return, at Vendor’s risk and expense, shipments made in excess of Boston University’s orders or in advance of required schedules, or to defer payment on advance deliveries until scheduled delivery dates.

  4. Termination

    Boston University may terminate this order in whole or in part at any time. Upon receipt of notice of such termination Vendor shall stop all performance under this order, except as otherwise directed by Boston University, furnish Boston University with a list of all outstanding orders for goods and services and take such action relative thereto as may be directed. Boston University shall reimburse Vendor for reasonable expenses incurred by reason of such termination including Vendor’s cancellation charges for which Boston University may be liable by reason of such cancellation. In the event of such termination pursuant to a Notice of Termination received by Boston University from a government entity in accordance with a grant or contract award. Boston University shall be obligated to pay Vendor only that amount which shall be determined to be, or approved as, reimbursable to Boston University under said grant or contract with respect to this order.

  5. Subcontractors

    Vendor shall not use subcontractors to provide goods or to perform any services under this purchase order without the prior written authorization of Boston University.

  6. Warranties

    Vendor represents and expressly warrants (i) that all goods ordered to specifications will conform thereto and to the drawings, samples or other descriptions Boston University furnishes or, if not ordered to specifications, that such goods will be suitable for the purpose intended, and (ii) that all goods and services will be of good quality and workmanship and free from defects. In addition to all other remedies available to Boston University at law, at Boston University’s option and promptly upon receipt of notice from Boston University, Vendor shall at its own expense (i) replace any goods which are defective, (ii) correct any goods which are defective, or (iii) refund any payments Boston University has made for, and arrange pick-up or return of, any goods which are defective.. Vendor agrees to proceed with the correction of any defects in a manner satisfactory to Boston University. Vendor shall assume all risk of loss or damage to goods which are to be replaced or corrected pursuant to this warranty from the date on which Vendor is notified of the defect or non-conformity until the replaced or corrected goods are received at the destination designated by Boston University. Alternatively, Boston University may at its option repair such defective goods at Vendor’s expense.

  7. Changes

    Boston University may at any time, by written order and without notice to any surety, make changes or additions within the general scope of this purchase order in or to drawings, designs, specifications, instructions for work, method of shipment or packing or place of delivery. If any such change causes an increase or decrease in the cost of or in the time required for performance of this order, Vendor shall notify Boston University in writing immediately and an appropriate equitable adjustment will be made in the price or time of performance, or both, by written modification of this order. Any claim by Vendor for any such adjustment must be made within thirty (30) days, or such other period as the parties may agree in writing, after Vendor’s receipt of notice of the change. Nothing herein contained shall excuse Vendor from proceeding with the purchase order as changed.

  8. Patents, Copyrights, Trademarks and Trade Secrets

    Vendor warrants that the sale, use or incorporation into manufactured products of all goods furnished hereunder which are not of Boston University’s design, composition or manufacture shall be free and clear of infringement of any valid patent, copyright, trademark or trade secret. Vendor shall indemnify and hold Boston University harmless from any and all liability and/or loss of any kind (and the cost and expenses, including without limitation attorney’s fees) arising out of any claim, suit or action alleging or arising out of any such infringement, which claim, suit or action Vendor agrees to compromise or defend.

  9. Assignment

    Vendor shall not assign any of its rights (including without limitation the right to any monies due or to become due) or delegate any of its obligations under this order without Boston University’s prior written consent. Any assignment by Vendor of any monies due or to become due shall be subject to set-off, recoupment or other claim of Boston University against Vendor.

  10. Release of Liens

    All goods supplied and all services performed by Vendor pursuant to this order shall be free from all liens. If Boston University requests, Vendor shall provide a proper release of liens or other satisfactory evidence of freedom from liens.

  11. Indemnity

    Vendor shall indemnify and hold Boston University harmless from any and all claims, losses, liabilities, damages, costs and expenses including reasonable attorneys’ fees, including without limitation claims of injury or death to persons or damage to property (collectively, “Losses”), which may result from any act or omission arising out of the performance or non-performance of this order (including without limitation acts or omissions of Vendor or of its agents, employees or subcontractors), except to the extent that such Losses are due directly to Boston University’s gross negligence or willful misconduct. Vendor shall compromise or defend any such claim, suit or action.

  12. Insurance

    Vendor shall maintain such Public Liability, Property Damage, Employer’s Liability and Compensation Insurance and Motor Liability Insurance (Personal Injury and Property Damage) as will protect Vendor (or its subcontractors) and Boston University from said risks and from any claims under any applicable Worker’s Compensation or Occupational Disease statutes. Notwithstanding the foregoing, if Vendor and Boston University agree in a dually signed agreement to specific types and quantities of insurance, such types and quantities shall be deemed sufficient for the engagement or purchase described in such agreement.

  13. Compliance with Laws

    Vendor warrants that in performance of this order it has complied or will comply with all applicable federal, state and local laws, rules and regulations, including without limitation the Walsh-Healy Public Contracts Act (41 U.S.Code §§35-45) (if this order is for an amount exceeding $10,000 and is otherwise subject to the Walsh-Healey Public Contracts Act); Section 202, Executive Order 11246, as amended by Executive Order 11375, 41 C.F.R. Part 60-1; Section 503 of the Rehabilitation Act of 1973, 20 C.F.R. §§41.3, 741.4; and the Vietnam Era Veterans Readjustment Assistance Act of 1974, 41 C.F.R. Part 50-250. In accordance with Executive Order 12549 (Debarment and Suspension), by entering into this transaction, Vendor certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Where Vendor is unable to certify to any of the statements in this certification, it shall provide a written explanation to the University. If Vendor provides export controlled products, technology and/or software (“Products”) to Boston University, Vendor will provide Boston University with a list of ECCNs (Export Control Classification Numbers) for such Products, as well as updates to such list when new Products are added. Vendor certifies (and will certify with respect to any updates) that it has (i) conducted proper classification analysis under the EAR or (ii) obtained Official Commodity Classifications (CCATS) from BIS. Additionally, if any Product is on the U.S.M.L., Vendor will provide Boston University with the classification and will certify that it conducted proper ITAR analysis or obtained Jurisdiction Classifications Rulings from DDTC.

  14. Fire Testing

    Whenever required, all material used in the fabrication or installation of the goods supplied under this purchase order shall have been tested and approved by the Boston Fire Department. Such material must meet the standards set forth in the “Regulations Controlling Decorations, Furnishings, and Interior Finish,” as most recently revised. Supplier will submit a copy of the Certificate of Compliance with such regulations, issued by the Boston Fire Department, to the buyer responsible for this purchase order at the proper purchasing department, as listed on the face of this order, prior to delivery or no later than ten (10) days after the receipt of the certificate from the Boston Fire Department, whichever date is earlier.

  15. Publicity

    Vendor shall not use or register the name “Boston University” (alone or as part of another name) or any logos, seals, insignia or other words, names, symbols or devices that identify Boston University or any Boston University school, unit, division or affiliate (“BU Names”) for any purpose except with the prior written approval of, and in accordance with restrictions required by, Boston University, which approval may only be granted by Boston University’s Marketing and Communications Department, which can be reached via the Contact Us section of its website (http://www.bu.edu/brand/downloads-faqs/contact/). Without limiting the foregoing, Vendor shall cease all use of BU Names on the termination or expiration of this Agreement except as otherwise approved by Boston University.

  16. Equal Opportunity

    Where applicable, the Equal Employment Opportunity Clauses at 41 CFR 60-1.4(a), 41 CFR 60-300.5(a), and 41 CFR 60-741.5(a) relative to equal employment opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance Programs are incorporated herein by specific reference, as are the “Employee Notice” provisions of 29 CFR Part 471, Appendix A to Subpart A. The Vendor and its subcontractors shall abide by the requirements of 41 CFR 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified protected veterans and qualified individuals on the basis of disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities.

  17. Accesibility

    If Vendor provides any electronic technology, information technology and/or web technology (“Technology”), product or service to Boston University, Vendor agrees that the Technology will meet the accessibility standards of WCAG 2.0 Level AA and/or of Section 508 of the Rehabilitation Act and Americans with Disabilities Act (each, a “Standard”). Vendor further warrants that Technology complies with the applicable Standard and any applicable federal or state laws or regulations relating to accessibility for persons with disabilities.

  18. Miscellaneous

    This Agreement, and all rights and obligations of the parties, whether arising under this Agreement or otherwise, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its principles of conflict of laws. The sole and exclusive jurisdiction for resolution of any disputes between the parties shall be in the state and federal courts located in Boston, Massachusetts, and each of the parties hereby submits to the jurisdiction of such courts.

  19. Revised 10/19/2017