Standard Terms and Conditions

All Purchase Orders, Blanket Purchase Orders, Maintenance Contracts, and any other contracts issued by the State Center Community College District Purchasing Department are subject to these standard terms and conditions unless specifically stated otherwise by Purchasing.

1. Definitions. The Term “District” as used in this PO means State Center Community College District, and the term "Seller" refers to the individual, company, or entity from whom the goods or services specified in this Purchase Order (PO) are being procured. The term 'Materials, Equipment, and/or Services' includes all materials, supplies, equipment, drawings, data, and other property to be provided, as well as all services required or specified, including but not limited to design, delivery, installation, inspection, and testing, necessary to fulfill the obligations outlined in this PO.
2. Acceptance of the PO. Acceptance is limited to the terms stated herein. Any additional or different terms and conditions proposed by the Seller are rejected unless expressly agreed to in writing by an authorized representative of the District’s Purchasing Department.
3. Complete Agreement. This PO, including all applicable terms, conditions, and specifications, shall constitute the sole and exclusive agreement between the parties. These Purchase Order (“PO”) Terms and Conditions (collectively the “Contract”) constitute the entire agreement between the parties and supersedes any prior or contemporaneous written or oral understanding or agreement and any contrary provisions on proposals, packing slips, invoices, or other documents submitted by the Vendor. Any conflict or inconsistency among the components of this Contract shall be resolved by giving precedence in the following order: (1) these Contract terms and conditions; (2) all other attachments incorporated into the Contract by reference; and (3) Vendor’s offer made in response to the District’s solicitation to supply deliverables to the District. Notwithstanding the foregoing, in no event will any of Vendor’s standard terms and conditions supersede the Contract and/or be binding on the District unless such terms are specifically accepted by the District in writing in an amendment to the Contract. District will not be responsible for goods delivered or services rendered without a PO properly signed by the District purchasing agent or authorized agent. When this PO covers a continuing service rendered over a stated period of time, Seller must obtain a new PO upon expiration of the time period to authorize the continuance of the service for an additional period of time.
4. Default. The District may terminate the whole or any part of Seller’s work in any one of the following circumstances: (1) If the Seller fails to make delivery or fails to perform within the time specified herein or any authorized extension thereof; or (2) If Seller delivers nonconforming goods; or (3) If Seller fails to perform in accordance with the material provisions of this PO, or so fails to make progress as to endanger performance of this PO in accordance with its terms. In the event of any such failure, District will provide Seller with written notice of the default and District’s intention to terminate default for default if Seller fails to cure the default to District’s satisfaction within seven calendar days of District’s notice. If Seller fails to cure or correct the default to District’s satisfaction within three (3) days written notice, District may, without further notice to Seller, procure upon such terms and in such manner as the District may deem appropriate, items similar to those terminated, and the Seller shall be liable to the District for any excess costs of such similar items; however, the Seller shall continue the performance of this PO to the extent not terminated. The rights and remedies of the District provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this PO.
5. Changes. District may direct in writing changes, including additions to or deletions from the quantities originally ordered, or in the specifications or drawings. If any such change causes a material increase or decrease in the cost of, or the time required for, performance hereunder, an equitable adjustment shall be made in the price or schedule. Any claims for adjustment which Seller believes result from any change directed by District shall be asserted in writing by Seller no later than five (5) days from the date of Seller’s receipt of any such direction. Equitable adjustments for any claims or changes made under this agreement, including claims arising from terminations or suspensions directed under DEFAULT above, of this agreement, will be made by written Change Order. Nothing contained herein shall excuse Seller from proceeding with the change as directed prior to negotiation of any adjustment. Whether made pursuant to this clause or by mutual agreement, changes shall not be binding upon the District, except when confirmed in writing by a member of the District’s Purchasing Department.
6. Invoices and Payment. Unless otherwise specified, the VENDOR shall render invoices for goods or services provided to the DISTRICT’s Accounts Payable Office via email at payables@scccd.edu. All invoices must indicate the assigned Purchase Order number and conform to the line items and unit prices in the Purchase Order. Billing periods on the Contractor's invoices shall not cross the District's Fiscal Year (July 1 - June 30). The DISTRICT shall make payments of undisputed invoices on a net 45-day basis or within a reasonable time after the VENDOR has completed its obligations and received payment approval from the authorized DISTRICT Representative. Additionally, the DISTRICT may require the submittal of an IRS Form W-9 for taxpayer identification, and any monies due to the DISTRICT from the VENDOR can be offset against any amounts due to the VENDOR, regardless of the source.
7. Assignment. The Seller agrees not to assign, transfer, convey, sublet, or otherwise dispose of the items appearing on this PO, or any rights occurring thereunder, title, or interest therein, funds to be received hereunder, or any power to execute the same without consent in writing to the District. Notice is hereby given that the District will not honor any assignments made by the Seller unless the consent in writing, as indicated above, has been given.
8. Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and the contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provisions is not inserted or is not correctly inserted then upon application of either party the contract shall forthwith be physically amended to make such insertion or correction.
9. Right to Audit. District reserves the right to access and audit the Seller’s records related to the PO for a period of four (4) years after payment of any invoice.
10. Title and Risk of Loss. All prices shall be F.O.B. Destination. The Seller shall be responsible for safe and adequate packing of the items, which shall conform to the carriers’ requirements. The Seller shall separately number all cases and packages, showing the corresponding numbers on the invoices. An itemized packing slip bearing this PO number shall be placed in each container. No additional charges for packaging or packing materials shall be incurred unless explicitly authorized in this PO. Seller shall assume and pay for any and all loss or damage too the merchandise from any cause whatsoever until delivered to District at the specified destination.
11. Drug Free/Smoke Free/Alcohol Free Policy. All District sites are designated drug free/smoke free/alcohol free. The use or abuse of controlled substances, tobacco products and alcohol on District property will not be tolerated.
12. Delivery. Timely performance and deliveries are essential to this PO. The District reserves the right to refuse deliveries made in advance of the delivery schedule. Overshipment allowances, if authorized, will be applied to the entire order. If the District agrees to accept deliveries after the promised date of delivery has passed, the District shall have the right to direct the Seller to make shipment to the delivery point set forth in this PO by the most expeditious means, and the total cost of such expedited shipment and handling shall be borne by the Seller. The District’s acceptance of late deliveries shall not waive its right to hold the Seller accountable for any resulting loss or damage. Additionally, such acceptance shall not modify the Seller’s obligation to adhere to the agreed-upon delivery schedule for future deliveries.
13. Delays. Seller will not be liable for delays in performing its obligations to the extent the delay is caused by an unforeseeable condition which is beyond the Seller’s reasonable control and without Seller’s fault or negligence. Acts of God, such as storms or floods, as well as government priorities, acts of civil or military authorities, fires, strikes, epidemics, war or riot are examples of events which will be excusable for being beyond Seller’s reasonable control, only upon fulfillment of the following conditions: (a) within seven (7) days of commencement of any excusable delay, Seller shall provide District with written notice of the cause and extent thereof  as well as a request for a schedule extension for the estimated duration thereof, and (b) within seven (7) days of cessation of the event causing delay Seller shall provide District with written notice of the actual delay incurred, upon receipt of which, the date of promised delivery shall be extended for the time actually lost by reason of an excusable delay.
14. Inspection and Approval. All items are subject to final inspection and approval after delivery to District. If any items are defective in material or workmanship or otherwise not in conformity with the requirements of this PO, the District shall have the right to require Seller to correct or replace them. Final acceptance or rejection shall be made by the District as promptly as practicable after delivery. Final acceptance shall be conclusive except with respect to latent defects, fraud, or such gross mistakes as amount to fraud, or with respect to the District’s rights under the “Warranty” clause.
15. Warranties-Guarantees. The Seller warrants that the materials, equipment, or services, at time of delivery, shall conform to the District’s specifications, the requirements of this PO, approved sample, or samples, if any, and are free from defects in design, material, and workmanship. Unless otherwise specified in the PO, this warranty shall remain in effect for a one (1) year period after delivery or for such period of time as the item is normally warranted. At the District’s option, the Seller shall promptly either repair or replace defective items after receipt of the District’s written notice of a defect. Transportation charges for the return and redelivery of defective items shall be borne by the Seller. The Seller warrants that the merchandise is free from all liens, claims, and encumbrances, and that the Seller holds good and marketable title to the merchandise. The Seller further agrees to indemnify, defend, and hold harmless the District, including its officers, agents, and employees, from any and all claims, demands, or actions related to the merchandise.
16. Compliance with All Applicable Laws. The Seller’s performance shall fully comply with all applicable state, federal, and local laws, regulations, safety standards, and working conditions, including, but not limited to, safety rules, regulations, and prevailing wage requirements under the California Labor Code. Seller shall execute and deliver any and all documents as may be required to effect or evidence compliance.
17. Equal Opportunity Employer. It is the policy of District that in connection with all materials furnished or work performed under this PO, there be no discrimination against employees because of race, religion, color, sex or national origin, and therefore the Seller agrees to comply with applicable Federal and California laws including, but not limited to, the California Fair Employment Practices Act.
18. Permits or Licenses. The Seller, along with its employees and agents, shall obtain and maintain in effect all licenses and permits required by law in connection with the provision of Materials, Equipment, and/or Services specified herein.
19. Indemnity. Seller assumes all risks in connection with performance or non-performance of this PO. Seller shall indemnify, defend, and hold harmless District and its elected officials, officers and employees, from all liabilities, obligations, orders, claims, actual damages, governmental fines or penalties, and expenses of defense with respect to such claims (including attorney’s fees and costs) of any kind or nature which may be caused by or arise from furnishing the Material, Equipment, and/or Services, whether such activities or performance thereof be by Seller or by anyone directly or indirectly employed or contracted with by Seller, and whether such liabilities, obligations, orders, claims, actual damages, governmental fines or penalties, and expenses of defense with respect to such claims (including attorneys’ fees and costs) shall accrue or be discovered before or after termination of this agreement.
20. Taxes. Unless prohibited by law, Seller shall pay and has included in the prices of this PO and federal, state, or local tax, transportation tax, or other tax which is required to be imposed upon the items ordered hereunder, or by reason of their sale or delivery.
21. Accessibility. By accepting this PO, the Seller hereby warrants that the products or services to be provided under a PO comply with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794d), and its implementing regulations set forth in Title 36, Code of Regulations, part 1194. Seller agrees to promptly respond to and resolve any complaint regarding accessibility of their products or services which is brought to its attention. Seller further agrees to indemnify and hold harmless the District from and against any claim arising out of its failure to comply with these requirements.
22. Termination for Convenience. The District reserves the right to terminate this Purchase Order, in whole or in part, at any time, by providing written notice to the Seller. Such termination shall be effective upon the Seller’s receipt of the notice, regardless of whether the Seller is in breach of any obligations under this Agreement. Upon receipt of termination notice, Seller shall immediately discontinue performance and shall comply with District’s instructions concerning disposition of completed and partially completed items, work in progress and materials acquired pursuant to this PO. Upon termination, Contractor shall be compensated only for those services or goods which have been adequately rendered and delivered to the District through the effective date of such termination. Contractor shall be entitled to no further compensation. However, said payment shall not exceed the price specified herein for such items. Seller shall advise the District, in writing, of Seller’s claim, if any, for termination costs within ten (10) days after receipt of the notice of termination. Termination in accordance with this article shall not affect District’s obligation to pay for items accepted by District prior to such termination.
23. Governing Law; Venue; Definitions. The definition of terms used, interpretation of this PO and rights of all parties hereunder shall be construed under and governed by the laws of the State of California. Any litigation with respect to this PO shall be brought and conducted in Fresno County, California.
24. Excuse; Waiver. No action or failure to act by District shall constitute a waiver of a right or duty afforded it under this PO, nor shall such action or failure to act constitute approval of or acquiescence in a breach, except as may be specifically agreed in writing. Seller expressly waives the effect of any statutory or common law provision which construes ambiguities in a contract against the party who drafted the contract.
25. Insurance. If Seller or its employees or agents come onto District’s property in connection with this PO, Seller agrees to carry (i) Workers' Compensation Insurance as required by law and Commercial General Liability and Automobile Liability with coverages and amounts approved by the District.
26. Prevailing Wages/DIR Registration. Seller acknowledges that if the PO involves public works as defined by Labor Code section 1720 et seq. then Seller shall comply with all applicable prevailing wage/labor laws. This includes compliance with all the Department of Industrial Relations (DIR) contractor registration requirements set forth in Labor Code Section 1725.5. Seller shall also ensure compliance with these requirements by all of its subcontractors. All public works projects shall be subject to prevailing wage compliance monitoring and enforcement by the Department of Industrial Relations (DIR), including, but not limited to, the submission of certified payroll records as required by the DIR.