Shipments received prior to delivery date without previous approval of Wake Forest University may be returned or stored at seller’s expense.
Whenever an actual or potential labor dispute or any other cause is delaying or threatening to delay timely performance of this contract, seller will give notice to Wake Forest University including all relevant information. If seller fails to deliver within the time specified on the purchase order without written notification in advance and waiver of delivery term by Wake Forest University, then the University may at its option revoke and cancel the contract.
No charges of any kind, except sales tax and freight, not appearing on this purchase order will be accepted or paid by Wake Forest University. It is Buyer’s discretion to accept items shipped in excess of the quantity ordered and any overshipment may be returned at seller’s expense.
The Purchase Order number must appear on all crates, packages, packing slips, invoices, and correspondence shipped or mailed to Wake Forest University. All items will be accompanied by assembly instructions and operating and repair manuals, as applicable. Wake Forest University count will be accepted as conclusive on all shipments not accompanied by a packing slip.
The parts, material, and workmanship of all items are subject to inspection, testing and counting by Wake Forest University. Wake Forest University may reject for full credit or require prompt correction or replacement at seller’s expense, including the expense of unpacking, examining, repacking, storing and transporting of any item defective in material or workmanship or otherwise not in conformity with the purchase order. Goods will be delivered to the University in new condition and undamaged (unless otherwise specified).
The seller warrants the merchantable quality of the goods sold hereunder and that such goods are fit for the purposes for which they were purchased. Such warranties are in addition to all express warranties and will run to the benefit of the University, its employees and agents. The sellers period of warranty with respect to each item will be at least as long as that of the manufacturer of such item, and seller will honor same.
This order to seller is not transferable or assignable without the written permission of Wake Forest University. Seller is an independent contractor and is not an agent or employee of Wake Forest University.
Seller warrants that it is the sole owner of the described goods and that it has the unrestricted right to convey a clear title to the University free and clear of all encumbrances.
Seller agrees to comply with all applicable laws and regulations of Federal, State and Municipal government bodies and agencies, and will defend and save Wake Forest University harmless from any loss or damage arising out of any violation of such laws and regulations, or by reason of actual or alleged infringement of copyright, patent, or trademark.
Seller agrees to indemnify and hold Wake Forest University harmless from all claims and liability resulting from the negligence of seller, its agents or employees in performance with respect to this purchase order.
The equipment and material covered by this order must comply and conform to appropriate provisions and regulations of the Williams-Steiger Occupational Safety and Health Act of 1970. All orders must be shipped with the applicable MSDS sheets per the aforementioned Act.
The seller will take affirmative action to insure that applicants and employees are treated without regard to disability, race, religion, color, sex, national origin or veteran status. The seller agrees to post in conspicuous places, available to employees and applicants forth employment, notices setting for the policies of nondiscrimination.
Excluded Entities: Wake Forest University policy is to not procure goods or services, make contract purchases, or make subrecipient awards with entities or individuals who are debarred, suspended, or otherwise excluded by governmentwide agencies. Suppliers are required to immediately stop performance and notify the University (firstname.lastname@example.org) should their status become excluded by governmentwide agencies.
Event Considerations: Due to the unique health and safety concerns related to events and gatherings of people, Wake Forest University reserves the right to modify, postpone, or cancel events when the University, in its discretion, believes it is prudent to do so for the safety and well-being of event staff, participants, and the community. The University will evaluate guidance from local, national, and global public health and law enforcement officials and other advisory sources in making reasonable decisions to modify, postpone, or cancel events. If in the sole discretion of the University an associated event is rescheduled or postponed, the Supplier agrees that event deposits and other similar advance payments will be applied to the future rescheduled meeting if the University is able to reschedule within the 12-month period following the original scheduled date. If the event is not rescheduled to occur within the 12-month period following the original scheduled date, the University will negotiate and may settle reasonable expenses actually incurred by the Supplier prior to notice of the event change being given by the University.
Force Majeure Wake Forest University shall not be liable or bear any responsibility for failure or inability to perform its obligations hereunder due to any contingency or cause beyond its reasonable control, including, but not limited to, fires, floods, storms, wars, accidents, epidemics, pandemics, quarantine restrictions, labor disputes or shortages, inability to obtain materials, equipment or transportation, acts of God, or any similar cause beyond the University’s reasonable control.
This purchase order and the contract arising therefrom are governed by the laws of the State of North Carolina.