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OFFICE OF
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PURCHASE ORDER TERMS & CONDITIONS

THE SCHOOL DISTRICT OF PHILADELPHIA – PURCHASE ORDER STANDARD TERMS AND
CONDITIONS

ACCEPTANCE. Contractor agrees to perform the services (“Services”), provide the
goods (“Goods”), or both, as described in this purchase order. Contractor
accepts the offer of The School District of Philadelphia (the “District”) in
this purchase order and agrees to the terms and conditions of this purchase
order by commencing work on the Services or Goods, or shipping the Goods. Any
acceptance of this purchase order is limited to acceptance of the express terms
of this offer contained on the face and back hereof. The School District hereby
rejects any proposal for additional or altered terms, and any attempt by
Contractor to vary in any way any of the terms of this purchase order, in
Contractor’s acceptance or by other means. Such a proposal by Contractor shall
not operate as a rejection of the offer contained in this purchase order.

APPLICABILITY. If this purchase order references a District contract by number
on its face (the “Bid Contract”, then the Bid Contract previously entered into
between Contractor and District shall control to the extent any inconsistencies
exist between the Bid Contract and this purchase order. If the purchase order
does not reference a Bid Contract, this purchase order constitutes the entire
agreement between Contractor and District. Upon acceptance of a purchase order,
shipment of Goods or commencement of a Service, Contractor shall be bound by the
provisions of this purchase order, unless Contractor expressly objects to such
terms in writing prior to shipping Goods or commencing Services.

INSPECTION. District shall have the right to inspect the Goods and, within a
reasonable time or within 30 days, whichever is greater, reject the Goods if
District determines, in its sole discretion, that in any respect the Goods are
unsuitable or do not meet the specifications furnished by the District. In
addition, if Contractor supplies any defective Goods, District shall have the
option of (1) requiring Contractor to promptly correct and replace all defective
Goods at Contractor’s expense; (2) accepting the defective Goods; or (3)
canceling any unshipped portion of the order or any portion of the order
relating to the defective Goods at no charge to the District. After notice to
Contractor, all such defective Goods shall be held at Contractor’s risk. At
Contractor’s direction, District shall return any defective Goods to Contractor
at Contractor’s risk and Contractor shall pay all transportation charges.
Payment for Goods prior to inspection or exercise of any of District’s options
shall not constitute acceptance of the Goods and is without prejudice to any and
all claims District may have against Contractor.

COMPLIANCE WITH LAW. Contractor shall comply with all applicable law, including
but not limited to FERPA, 20 U.S.C. § 1232g, as applicable, in connection with
this contract.

WARANTY. Contractor expressly warrants that all Goods furnished under this
purchase order shall conform exactly to the specifications furnished by the
District, or if no specifications are furnished, Contractor’s standard
specifications for such Goods; that all Goods shall be merchantable and fit for
the particular purposes for which the District intends to use them; and that all
Goods shall be free of defects in material or workmanship. This warranty shall
survive delivery and shall not be deemed waived either by reason of District’s
acceptance of the Goods or by payment for them. Contractor warrants that all
Goods shall be new, unless otherwise specified in this purchase order.

PACKAGING AND SHIPMENT; RISK OF LOSS. If applicable, Contractor shall package
and ship all Goods in accordance with the District’s specification in the Bid
Contract or in this purchase order, or if packing and shipping instructions are
not specified, in a commercially reasonable manner. The prices of the Goods
shall include the costs of shipping and packaging. Risk of loss or damage to the
Goods shall pass to the District only after delivery to the destination
designated by the District. Time is of the essence to the delivery of all Goods.

PAYMENT. At the end of each calendar month, Contractor shall submit to District
an invoice for all Goods and Services delivered by Contractor. Invoices shall be
submitted in accordance with the Bid Contract between District and Contractor,
or if no Bid Contract exists, to the District location specified on the face of
this purchase order. Invoices shall be exclusive of state or local sales, use or
gross receipts taxes, and federal excise taxes. The District’s Pennsylvania
Sales Tax Blanket Exemption Number is 76-51500; its Federal Tax ID Number is
23-6004108; and its Federal Excise Tax Number is 23-63-0021-K.

NO DISCRIMINATION. Contractor shall not discriminate against or intimidate any
employee or other person on account of age, race, color, sex, sexual
orientation, handicap, disability, religious creed, ancestry or national origin
or Vietnam-era or any other veteran status.

INDEMNIFICATION. Contractor shall, at its sole cost and expense, indemnify,
defend, and hold harmless the District and its Commissioners, Board members,
officers, agents, representatives, and employees from and against all claims,
demands, suits, costs, penalties, losses and expenses, including attorneys’ fees
and court costs, in any way arising out of the performance or non-performance of
the work required by this contract or from a breach of this Contract, including
any such costs arising out of any infringement or violation of any proprietary
right, including, but not limited to patent, copyright, trademark, service mark
and trade secret. This indemnity, etc., shall include claims, demands, suits,
costs, penalties, losses and expenses, including attorneys’ fees and court
costs, to the extent they directly or indirectly arise or allegedly arise in
part from the District’s own negligence.

INSURANCE REQUIREMENTS. Contractor shall, at its own expense, procure and
maintain the following types and minimum limits of insurance: (1) Workers’
Compensation – statutory limits; (2) General liability – $1,000,000 per
occurrence combined single limit for bodily injury (including death) and
property damage liability; $500,000 advertising injury; $1,000,000 general
aggregate and $1,000,000 aggregate for products and completed operations; (3)
Automobile liability – $1,000,000 per occurrence combined single limit for
bodily injury (including death) and property damage liability arising from
owned, non-owned, and hired vehicles; (4) Warehouse liability – Liability
insurance in the amount of $1,000,000 for the loss of merchandise owned by
District, including commodities, while held under the Contractor’s control; (5)
Products liability – $1,000,000.

CONFLICT OF INTEREST. Contractor, for itself and its principals, officers,
employees and subcontractors, covenants, represents and warrants that none of
them have any public or private interest which conflicts, may conflict or
appears to conflict in any manner with its duties under this contract. Conflicts
include the use of any public authority, office or employment or any
confidential information received from any public office or employment for the
private pecuniary benefit of the contractor or any of the foregoing. Contractor
shall disclose to the School District all interests which may constitute a
conflict.

TERMINATION FOR CONVENIENCE. District may terminate this contract for its
convenience, on written notice to the Contractor, at any time, without penalty,
cost or liability to District. Contractor shall be entitled to payment for any
Goods delivered before the effective date of termination, or its actual and
reasonable costs incurred in the performance of this purchase order up to the
date termination takes effect.

NOTICES. All notices, waivers, consents and approvals shall be in writing and
shall be sent to Contractor at the address specified on the face of this
purchase order and to the Chief Procurement Officer, The School District of
Philadelphia, Education Center, 440 N Broad Street, Third Floor, Philadelphia,
Pennsylvania 19130.

APPLICABLE LAW; VENUE. This purchase order shall be construed and enforced under
the law of the Commonwealth of Pennsylvania and without the aid of any canon,
custom or law requiring construction against the draftsman. In the event that
the parties cannot amicably resolve any dispute and a party resorts to legal
action, the parties must file suit must in state or federal court in
Philadelphia County, Pennsylvania.

ENTIRE AGREEMENT; AMENDMENT. This purchase order contains the entire
understanding and agreement of the parties on the subject matter, excepting the
Bid Contract. No conduct, course of dealing or course of performance shall be
admissible to supplement, explain, modify or contradict this purchase order in
any way. No amendment or modification changing this contract’s scope or terms
shall have any force or effect unless it is in writing and signed by both
parties.

June 2015 Revision. © 2015 The School District of Philadelphia



Last modified: August 11, 2020

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