Purchase Order Terms & Conditions


For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SJU and Vendor (each as defined below), intending to be legally bound, hereby agree as follows:

1. Contract. These Purchase Order Terms and Conditions (these “Terms”) are included in and made part of any Purchase Order (the "Order") issued by Saint Joseph's University (“SJU”) for any goods or services from the party(ies) named on the Order ("Vendor"). The Contract includes these Terms, the Order and any exhibits thereto and, solely if listed on the applicable Order: other contract documents, SJU’s Request for Proposal, Request for Quote, or similar document (“RFP”) and solely the portions of Vendor’s proposal in response to the RFP expressly accepted in writing by SJU, as applicable. SJU and Vendor are individually referred to herein as a "Party" and collectively as the "Parties.” The Order shall constitute solely SJU's offer to purchase goods/services from Vendor in accordance with the Contract, which, when accepted by Vendor shall constitute a binding contract between SJU and Vendor. Acceptance of this Order is expressly limited to the Contract terms, and any terms or conditions proposed by Vendor in Vendor’s quote, invitation, website, portal, cloud services, platform, acceptance, acknowledgement, invoice, transmittal or any other document that are different from, conflict with or add to the Contract shall be deemed to materially alter the Contract and are hereby expressly objected to and rejected by SJU unless otherwise expressly stated in the Order.

2. Price & Payment. All prices are FOB SJU’s on-site receiving area unless otherwise specified. Collect shipments will be returned at Vendor’s expense. Vendor hereby assigns to SJU all discounts, rebates, refunds or similar deductions directly attributable to SJU’s purchase under this Contract. The Contract is valid only for the amount and quantity specified on the Order. Vendor shall invoice SJU in compliance with SJU’s invoice processing procedures, including, without limitation, by including the correct Order number and Ship To information from the Order on each invoice and packing slip. Vendor shall be responsible for ensuring that SJU receives correct and complete invoices and packing slips in a timely manner; Vendor shall be solely responsible and liable for delays caused by incorrect or incomplete invoices. No invoices will be processed for payment until SJU has received goods/services, has inspected them and has determined that they are conforming. Invoices shall be considered as dated the later of the day the invoice is received or the day the goods are received, inspected and accepted by SJU. Payment for conforming goods and/or services shall be paid within 30 days following the later of (i) the date of final completion of services and/or receipt of goods or (ii) the date of receipt of the invoice. SJU will not be liable for, and hereby expressly rejects, any fees, penalties, charges or other amounts imposed for late payment. SJU shall receive all benefits early payment terms, which may be noted on Vendor’s invoice but not noted on the Order. With respect to invoices covering mechanical equipment and similar goods which cannot immediately be put into operation, SJU reserves the right to withhold from payment of such invoice pending inspection and approval of the operation of such equipment/goods. Payments on cash discount items will be rendered less any applicable cash discount. Orders taken or goods/services rendered without an Order are subject to delay and/or denial in payment. If goods/services are rejected, Vendor shall be liable for all return shipping/transportation and related loss, costs and expenses.

3. Delivery. The goods and any services shall be delivered to SJU at the time and place specified in the “SHIP TO” Section on the Order. Time is of the essence in connection with any and all delivery, warranty or other obligations of Vendor under the Contract. Vendor is responsible for maintaining and providing proof of delivery. Each shipment must be accompanied by packing lists showing the applicable Order number, a complete description of contents, and name/title of any party shipped in care of. Vendor shall prepay all transportation charges. Vendor shall bear all costs of transportation, packing, crating, shipping permits or licenses or similar approvals, delivery, off-loading, insurance, installation, storage, and service under warranty, F.O.B. prepaid destination to the appropriate designated delivery location. If transportation of the goods is undertaken by an entity other than Vendor, Vendor shall be responsible for and timely enforce all claims for delivery delay or failure, shortages, damages, theft and other such occurrences. If delivery and completion dates cannot be met, Vendor shall inform SJU immediately. If any item is not received or if any element of the work is not completed by the date specified, SJU, at SJU’s option and without prior notice to Vendor, may either approve a revised date or may cancel the order and may obtain such goods or work elsewhere, and, in either event, Vendor shall be liable to SJU for any increased costs or any loss incurred by SJU. At SJU’s discretion SJU may return partial shipments to Vendor for full credit and a refund of any advance monies paid by SJU. Vendor is responsible to review the Order for any special instructions. Vendor will deliver to SJU to the attention of both the procurement office and the Director, Environmental Health & Safety (“EH&S”) copies of the safety data sheet (SDS) for each product/goods no later than: (i) the date on which such product/good is first delivered to SJU under the Contract, and (ii) the effective date of any change, modification or alteration to any such product/good or SDS. In addition to and without limiting the foregoing, Vendor shall immediately deliver to both the purchasing department and the Director, EH&S written notice of any recalls, warnings or other then-currently known or reasonably suspected health, safety or environmental issues related to any product/good.

4. Risk of Loss & Title. Risk of loss of and clear title to the goods shall pass to SJU at the time that conforming goods are received, inspected and accepted by SJU.

5. Warranties. Vendor warrants to SJU that all items covered by the Contract conform to the all applicable specifications. Vendors are not authorized to substitute without prior written consent of the SJU. All goods shall be new, merchantable; fit for SJU’s intended purpose; of good material, workmanship and design; and free from defect. Vendor agrees that SJU and any representative designated by SJU, for itself and on behalf of SJU ("SJU’s Representative”), shall have the benefit of all manufacturers’, distributors’ and Vendor’s warranties, express or implied, issued on or applicable to the goods and Vendor authorizes SJU and/or SJU’s Representative to obtain the customary services furnished in connection with such warranties and guaranties. Vendor hereby assigns such warranties to SJU. In the event of a conflict, the warranty providing the most protection to SJU shall prevail. All warranties shall survive inspection, acceptance and payment. At no charge to SJU, Vendor shall repair/replace with equivalent non-defective goods/services any goods or parts of goods/services that prove defective or that operate unsatisfactorily. This warranty does not apply to normal effects of wear and tear. Vendor further represents and warrants to SJU that Vendor and all Vendor personnel: (i) will provide all services in a professional and workmanlike manner using duly qualified, licensed and trained personnel; (ii) are duly licensed and qualified in each applicable jurisdiction and will obtain and pay for all licenses, permits, and authorizations necessary to perform under the Contract and are not debarred or otherwise excluded from performing under this Contract; and (iii) all goods and services and the manner in which they are provided shall comply with the accessibility guidelines of Section 508 of the Rehabilitation Act of 1973 and the Web Content Accessibility Guidelines 2.0 (WCAG Level AA or higher), and Vendor and Vendor personnel will promptly respond to and resolve any complaint regarding accessibility of its products or services which is brought to its attention. Such remedies shall be available to SJU in addition to all others afforded to it by the Contract or at law or equity.

6. Termination. SJU may terminate all of any portion of the Contract and any and all rights obligations thereunder, with or without cause, via 10 days’ written notice to Vendor; provided that, except for termination for breach or non-compliance by Vendor or any Vendor personnel, SJU shall compensate Vendor for reasonable costs that were necessarily incurred prior to termination for which SJU receives within 10 days of notice of termination a detailed invoice together with any supporting documentation reasonably requested by SJU. Upon receipt of a notice of termination and except as otherwise mutually agreed, Vendor shall stop work, including any manufacture, packing, preparation or delivery under the Contract on the effective date of termination.


8. Indemnification. To the fullest extent permitted by law, Vendor shall indemnify and hold harmless SJU and any SJU’s Representatives and all of their respective trustees, directors, officers, employees and agents (collectively, "Indemnities") from and against all claims, liabilities, injury to or death of any person, damages, losses, costs (including, without limitation, reasonable legal fees) and expenses (collectively, "Claims"), arising from or relating to the undertaking of Vendor under the Contract or any design flaws, dangerous conditions or defect(s) in the goods/services supplied, including, without limitation, Claims caused in whole or in part by any negligent act, omission, recklessness or willful misconduct of Vendor or any Vendor personnel. At Vendor’s sole cost and expense, Vendor shall assume the defense of any suit brought against Indemnities and protect Indemnities from all Claims for infringement of any intellectual property right in connection with the goods/services.

9. Insurance & Performance Bond. Unless otherwise expressly stated in the Contract, Vendor shall comply at all times with SJU’s standard insurance requirements available via SJU’s Procurement website. Upon SJU's written request, Vendor shall obtain, at its sole expense, a certificate of performance bond. Any bonding company must be licensed to conduct business in the Commonwealth of Pennsylvania.

10. Compliance with Laws & Nondiscrimination. Vendor shall comply with all applicable laws, ordinances, rules, regulations and orders of any public authority having jurisdiction (“Laws”) including, without limitation the applicable provisions of the following: the Anti-Kickback Act (41 U.S.C. Sections 51 et seq.), the Civil Rights Act of 1964 (42 U.S.C. Section 2000a et seq.), Executive Orders 11246 and 11375, the Age Discrimination in Employment Act of 1967 (29 U.S.C. Section 621 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. Sections 701 et seq.), the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.), and of all other applicable Laws dealing with labor and wages, workmen’s compensation, employer liability, unemployment compensation, benefits, safety, antitrust and anti-collusion, fair trade, anti- corruption, U.S. export regulations, the environment, equal employment opportunity and discrimination on the basis of race, color, religion, gender, national origin, veteran’s status or disability. Vendor represents that no law has been violated in the manufacture, transport or sale of the items or services covered by this order. If any part of the activity scope posed by this Contract presents a conflict in terms of compliance with export control regulations, SJU’s compliance obligation will supersede its obligations under this Contract. In particular, SJU will not engage in any transactions with an entity or individual listed on the Specially Designated Nationals List (SDN List) maintained by the Office of Foreign Assets Controls (OFAC) (each a “Blocked Person”). If any party to this Contract has knowledge that an activity under the Contract would involve a Blocked Person, that party must make SJU aware of that status immediately upon learning that such activity involves a Blocked Person. All requirements set forth above in this Section apply to this Contract, as well as any future amendments or other sub-Contracts that derive from or are executed in furtherance of this Contract. Vendor and all Vendor Personnel shall promptly provide current, complete and accurate information requested by SJU in connection with SJU’s research and review of applicable lists and licenses and other actions in connection with compliance with U.S. export laws.

11. Waiver of Liens. Vendor, for itself and for all its contractors and subcontractors, hereby agrees that: (a) no mechanic’s, material man’s lien, tax lien or other claim shall be filed or maintained or caused to be filed or maintained by Vendor or by any other person, for or on account of any work done on goods/services furnished under the Contract, and (b) in every subcontract entered into by Vendor in connection with the Contract, Vendor shall incorporate a provision similar to the foregoing clause (a).

12. Waiver of Breach. Waiver, forbearance or inaction by SJU of a breach by Vendor of any term of the Contract shall not be deemed a waiver of future compliance with all contracts, and all such contracts shall remain in full force and effect as to future performances.

13. Federal, State & Local Taxes. Purchases made by SJU are exempt from the payment of Pennsylvania State Sales and Use Taxes and Federal Excise Taxes. Documentation of these exemptions will be provided to Vendor upon request. Vendor shall provide SJU with an executed IRS form W-9 prior to submission of the initial invoice.

14. Records; Audit. Vendor shall maintain books, documents and records consistent with industry best practices to document any orders, prices, charges, discounts, refunds, returns, specifications, compliance with terms and conditions and any matters related to the Contract for the term, plus 4 years following the expiration or termination of the Contract. Vendor shall provide SJU or SJU’s designee reasonable access to its books, documents and records as requested by SJU to monitor and evaluate Vendor’s compliance with the Contract at any time during the term, plus 4 years following the termination or expiration of the Contract.

15. Conflict of Interest; Clearances. The terms and conditions of SJU’s Conflict of Interest Policy available via SJU’s website are hereby incorporated by reference and made applicable to this Contract. Vendor must disclose the name of any Vendor owner, agent, contractor or employee that is also an employee or trustee of SJU. Further, Vendor must disclose the name of any SJU employee or trustee who owns, directly or indirectly, an interest in Vendor or any of its affiliates. Vendor and any Vendor Personnel will be subject to and shall comply with SJU’s Background Check Policy in connection with any services or deliveries requiring repeated or extended presence on SJU’s campus.

16. Confidentiality; Publicity. Vendor and all Vendor personnel will: (a) treat as confidential any proprietary, trade secret or other non- public information, materials and samples that obtained, seen, heard, read, or otherwise learned in connection with the Contract relating to SJU, whether obtained from SJU or anyone else at the direction of SJU (“Information”); (b) use Information only as needed to perform the Services and not for any other purpose; (c) disclose Information only to Vendor personnel who need it to perform the Services; (d) take all reasonable measures to guard against accidental disclosure of Information; and (e) notify SJU as soon as possible (unless Vendor is legally prohibited from doing so) and cooperate with SJU to secure a protective order or otherwise protect the Information if required to be disclosed by warrant, subpoena or other government or court order; and disclose Information only to the limited extent required to comply with such warrant, subpoena or order. SJU may share Information at its discretion and is not required to share any Information under this Contract. Information remains SJU’s property, and neither Vendor nor any Vendor Personnel will acquire any rights to it. Neither party will publicly disclose or announce the Contract or this business relationship, nor use the other’s name, logo, design, brand, service mark or trademark (“Marks”), without prior written approval from the other party in each case. Vendor and all Vendor personnel shall promptly cease use of SJU’s Marks upon receipt of written request to do so from SJU.

17. Data. Vendor shall promptly upon request by SJU at any time and no later than the effective date of any termination or expiration of the Contract, in the form and format requested by SJU, return or securely transmit to SJU’s designee identified in writing by SJU, a current, correct and complete copy of any data or information collected, created, received, stored, accessed, processed, transmitted, hosted or otherwise managed for or on behalf of SJU, its employees, students, faculty, agents and representatives. Any Vendor collecting, creating, receiving, storing, accessing, processing, transmitting, hosting or otherwise managing data or information for or on behalf of SJU: (a) must complete SJU’s then-current Vendor Questionnaire (or the equivalent or replacement) prior to any engagement and at any other time upon request by SJU, and (b) shall be subject to the terms and conditions of the SJU’s then-current Data Addendum (or the equivalent or replacement terms).

18. Miscellaneous. No agreement or other understanding in any way modifying the Contract shall be binding upon SJU unless made by or expressly accepted in writing and signed by an authorized representative of SJU. The Contract shall be subject to modification, amendment and/or cancellation by SJU in event of epidemic, pandemic, government order, storm, fire, accident, strike, Government acts or other conditions beyond SJU’s reasonable control. SJU shall promptly provide to Vendor written notice of the occurrence of such events requiring such modification, amendment and/or cancellation. Any provision in the Contract that is held to be inoperative, unenforceable, voidable or invalid in any jurisdiction shall as to that jurisdiction, be ineffective, unenforceable, void or invalid without affecting the remaining provisions, or the enforce ability of all provisions in any other jurisdiction and to this end, the provisions hereof are declared to be severable; provided that any obligations regarding payments or other amounts due or owing as a result of such provision shall also be void and unenforceable. The Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the choice or conflict of laws provisions thereof. Any disputes arising from the Contract shall be subject to the exclusive jurisdiction of Court of Common Pleas of Philadelphia County or the United States District Court of the Eastern District of Pennsylvania. This Section shall not be construed to limit any rights a party may have to intervene in any action, wherever pending, in which one of the others is a party. All indemnification, payment, warranty, lien waiver, title and remedies provisions shall survive the termination or expiration of the Contract. Vendor shall not assign the Contract in whole or in part without the prior written consent of SJU, which consent shall not be unreasonably withheld. This Order is made for the exclusive benefit of the Parties, and is not intended to create any third-party beneficiaries. It is mutually understood and agreed that SJU and Vendor are each separate and independent. In performing its duties hereunder, Vendor is an independent contractor and is not an employee of SJU. All persons furnished or retained by Vendor in connection with this Order are so furnished or retained as Vendor's employees or agents. Neither this Order nor the discharge by either Party of such Party's obligations hereunder shall be deemed to create any partnership, joint venture, association or other relationship.