If delay in delivery is
foreseen, vendor shall notify The
University of Texas at Austin, Purchasing
Office, 2200 Comal St., Austin, TX 78722,
(512) 471-4266. UT Austin has the right to
extend delivery date if reasons appear
valid. Default in promised delivery
(without accepted reasons) or failure to
meet specifications authorizes UT Austin to
purchase supplies elsewhere and charge full
increase in cost, if any, to defaulting
contractor.
2.
No substitutions or cancellations
permitted without approval of UT Austin
Purchasing Office.
3.
The Texas Health and Safety Code,
Chapter 502, Texas Hazard Communication
Act, requires chemical manufacturers and
distributors to provide Material Safety
Data Sheets (MSDS's) for hazardous
materials sold. Products covered by the Act
must be accompanied by a MSDS and such
product labeled in compliance with the law.
If the product is not covered under the
Act, a statement of exemption must be
provided.
4.
Delivery shall be made during normal
working hours only to the location
shown.
PAYMENT:
1.
UT Austin is exempt from
State Sales Tax and Federal Excise Tax. Tax
Exemption Certificate furnished on
request.
2.
Vendor shall submit an itemized invoice
showing purchase order number and a valid
vendor ID number.
3.
Materials will be considered received
by The University upon final acceptance by
the end user.
INSURANCE:
In the event the Vendor,
its employees, agents or subcontractors
enter premises occupied by or under the
control of UT Austin in the performance of
this order, the Vendor agrees that it will
maintain public liability and property
damage insurance in reasonable limits
covering the obligations set forth in this
purchase order, and will maintain workers
compensation coverage (either by insurance
or if qualified pursuant to law, through a
self-insurance program) covering all
employees performing this order on premises
occupied by or under the control of UT
Austin.
DISPUTE RESOLUTION PROVISION:
To the extent that Chapter
2260, Texas Government Code, is applicable
to this Order and is not preempted by any
other applicable law, the dispute
resolution process provided for in Chapter
2260 and the related rules adopted by the
Texas Attorney General pursuant to Chapter
2260 shall be used by The University of
Texas at Austin and Vendor to attempt to
resolve any claim for breach of contract
made by Vendor that cannot be resolved in
the ordinary course of business. The Chief
Business Officer of The University of Texas
at Austin shall examine Vendor's claim and
any counterclaim and negotiate with Vendor
in an effort to resolve such claims. The
parties hereto specifically agree that (i)
neither the execution of this Order by The
University of Texas at Austin nor any other
conduct, action or inaction of any
representative of The University of Texas
at Austin relating to this Agreement
constitutes or is intended to constitute a
waiver of The University of Texas at
Austin's or the state's sovereign immunity
to suit; and (ii) The University of Texas
at Austin has not waived its right to seek
redress in the courts.
TERMINATION:
1.
Termination for
Convenience:
Upon written notice to the Vendor, the
University may terminate this contract, in
whole or in part, whenever the University
shall determine that such termination is in
the best interest of the University. The
University shall pay all reasonable costs
incurred up to the date of termination and
all reasonable costs associated with
termination of the contract. However, the
Vendor may not be reimbursed for
anticipatory profits. Termination
hereunder, including the determination of
the rights and obligations of the parties,
shall be governed by the provisions of the
University's Procurement Policies and
Procedures.
2.
Termination for Default:
When the Vendor has not performed or has
unsatisfactorily performed the contract,
payment shall be withheld at the discretion
of the University. Failure on the part of a
Vendor to fulfill contractual obligations
shall be considered just cause for
termination of the contract and the Vendor
is not entitled to recover any costs
incurred by the Vendor up to the date of
termination. Termination hereunder,
including the determination of the rights
and obligations of the parties, shall be
governed by the provisions of the
University's Procurement Policies and
Procedures.
3.
Termination for Loss of Funding:
Continuation of the obligations set forth
in this purchase past the end of any fiscal
year (August 31st) may be dependent upon
the appropriation and allotment of funds by
the Texas State Legislature (the
"Legislature") and/or allocation of funds
by the Board of Regents of The University
of Texas System (the "Board"). If the
Legislature fails to appropriate or allot
the necessary funds, or the Board fails to
allocate the necessary funds, then
University shall issue written notice to
Vendor and University may terminate the
Agreement without further duty or
obligation hereunder. Vendor acknowledges
that appropriation, allotment, and
allocation of funds are beyond the control
of University.
ACCESS BY INDIVIDUALS WITH
DISABILITIES:
Vendor represents and warrants
(“EIR Accessibility
Warranty”) that the electronic
and information resources and all
associated information, documentation,
and support that it offers to provide
to the University under this purchase
order (collectively, the
“EIRs”) comply with the
applicable requirements set forth in
Title 1, Chapter 213 of the Texas
Administrative Code and Title 1,
Chapter 206, Rule §206.70 of the
Texas Administrative Code (as
authorized by Chapter 2054, Subchapter
M of the Texas Government Code.) To the
extent vendor becomes aware that the
EIRs, or any portion thereof, do not
comply with the EIR Accessibility
Warranty, then vendor represents and
warrants that it will, at no cost to
University, either (1) perform all
necessary remediation to make the EIRs
satisfy the EIR Accessibility Warranty
or (2) replace the EIRs with new EIRs
that satisfy the EIR Accessibility
Warranty. In the event that vendor is
unable to do so, then the University
may terminate this Agreement and vendor
will refund to the University all
amounts the University has paid under
this purchase order within thirty (30)
days after the termination date.
SAFEGUARDING OF CONFIDENTIAL DATA:
If the item(s) or
service(s) specified on this order require
the Vendor to have access to Confidential
Data (e.g., social security numbers, credit
card numbers, FERPA protected data, HIPAA
protected data), Vendor agrees it may (1)
create, (2) receive from or on behalf of UT
Austin, or (3) have access to records or
systems containing Confidential Data.
Vendor represents, warrants and agrees it
will: (1) hold information in the strictest
confidence and will not use or disclose
information except as (a) permitted or
required by this order, (b) required by
law, or (c) otherwise authorized by UT
Austin in writing; (2) safeguard
information according to commercially
reasonable administrative, physical and
technical standards (e.g., National
Institute of Standards and Technology,
Center for Internet Security, Gramm-Leach
Bliley Act); and (3) continually monitor
its operations and take any action
necessary to assure the information is
safeguarded in accordance with the terms of
this order. Vendor represents, warrants and
agrees that it complies with University
Vendor Access Requirement found at
http://www.utexas.edu/its/policies/opsmanual/index.html#sec24.
At the request of UT Austin, Vendor agrees
to provide UT Austin a written summary of
the procedures the Vendor uses to safeguard
this information. If an impermissible use
or disclosure of any of the information
occurs, Vendor will provide written notice
to UT Austin within one (1) business day
after Vendor’s discovery of use or
disclosure. Vendor will promptly provide UT
Austin all information requested by UT
Austin regarding the impermissible use or
disclosure. In addition to any other
termination rights set forth in this order
and any other rights at law or equity, if
UT Austin reasonably determines that the
Vendor has breached any restrictions or
obligations set forth in this section, UT
Austin may immediately cancel this order
without notice or offer to cure.
THIS ORDER IS ISSUED UNDER AND
GOVERNED BY
THE LAWS OF THE STATE OF TEXAS.
