As used herein, “College” means Kalamazoo College, and “Seller” means the seller of the goods or services (“Products”) that are the subject of this purchase order (“PO”).

1. Acceptance: The PO is the College’s offer to purchase goods and/or services from Seller. The College’s placement of a PO with Seller is expressly conditioned upon Seller’s acceptance of all the terms and conditions of purchase contained in this document and on the order itself. Seller accepts the College’s terms by acknowledging and fulfilling the order. Once accepted, the PO is a binding contract. Any additional or different terms or conditions which may appear in any communication from Seller are expressly disclaimed and shall not be effective or binding. No such additional or different terms or conditions in any form shall become part of the PO despite the College’s acceptance of goods or services, unless the College specifically recognizes and assents to their inclusions.
2. Price: If any price is higher than specified on the face of the PO, do not ship without specific authorization in writing from the College. If price is omitted, it is agreed that the goods or services shall be billed at the price last quoted or paid, or the prevailing market price at time of delivery, whichever is lower, unless otherwise specified. The price locks on issuance of the order. The price includes all costs and taxes associated with the goods and/or services including but not limited to shipping, delivery, expediated freight, taxes, tariffs, and import duties.
3. Quantity: The quantity of material or services ordered or released shall not be exceeded, and the College shall not be liable for and may reject any material delivered in excess of that so ordered or released.
4. Tax Exemption: Kalamazoo College is exempt from Michigan sales and use tax and other applicable taxes as permitted by law. Seller shall not charge taxes from which the College is exempt. Tax exemption documentation will be provided upon request.
5. Identifications: All invoices, packages, shipping notices, instruction manuals and other written documents affecting the order shall contain the applicable PO number. Seller’s stock number and the College’s stock number must appear on all invoices and packing lists. Packing lists shall be enclosed in each box or package shipped pursuant to the PO identifying the contents therein. An invoice will not be processed for payment until all items invoiced are received.
6. Delivery: Time, quantity, and accuracy of deliveries are of the essence. It is the Seller’s responsibility to ensure time, quantity and accuracy terms are met using any means necessary. Seller shall immediately notify the College in the event that Seller’s timely performance under a PO is delayed or likely to be delayed, in whole or in part. The due date shown on the PO shall be the date on which the goods will be delivered to the College. The title and risk in the goods shall remain with Seller until the goods are delivered to the location specified in the PO and a delivery receipt is signed, if required, by an authorized representative of the College, at which time title and risk in the goods shall transfer to the College. Seller shall ensure the goods are suitably packed to avoid damage while in transit or storage. Delivery to the College before the due date is encouraged and will be accepted without penalty. If the order has not been filled completely within 14 days of the original due date on the PO, the College is entitled to withdraw the order with immediate effect, without being obliged to grant an extension. If a fixed delivery date other than the original due date noted on the order was confirmed and agreed upon by both parties in writing, then the College can cancel the PO within 30 days of when that date has passed. In the case of Seller failing to meet these terms of delivery, the College will have the right to cancel any or all open orders for the item regardless of whether the open orders are past due or have not yet met the delivery due date. Regular or frequent failure to meet delivery due dates, may result in cancellation of ALL open orders for ALL items from Seller.
7. Payment: The payment terms available to the College shall commence on the date of receipt of the goods or performance of services or on the date of receipt of the invoice, whichever is later. Payment does not constitute acceptance of defective or nonconforming goods or services.
8. Setoff: Notwithstanding anything to the contrary in this Purchase Order Agreement, and without prejudice to any other right it may have, the College reserves the right at any time to set off any amounts it owes to Seller under this Purchase Order Agreement against any amount payable by Seller to Seller. Seller must continue to perform on subsequent orders while the College withholds payments for another due to a bona fide dispute.
9. Packing and Shipment: Goods shall be packaged by Seller in a manner which assures that they are protected against deterioration or contamination. All deliveries shall be to the F.O.B. delivery point in the PO.
10. Extra Shipping Costs: No charges will be allowed for drayage, boxing, storage, or packing unless with the College’s prior written consent.
11. Changes: The College reserves the right at any time to make changes in any one or more of the following: (a) methods in shipment or packing; (b) place of delivery; (c) time of delivery; (e) manner of delivery; and (f) quantities. If any such change causes an increase or decrease in the cost of, or in the time required for, performance of such order, an equitable adjustment shall be made in the price to be paid by the College, or delivery schedule, or both. Any claim by Seller for adjustment hereunder must be approved by the College in writing before Seller proceeds with such change. Changes made by Seller without the College’s authorized written consent shall be made at the sole risk of Seller with no right of financial or other recourse against the College.
12. Patent Indemnification/Intellectual Property: Seller warrants freedom from patent infringement and from interference with any third party’s intellectual property right and shall indemnify and hold harmless the College against any costs (including reasonable attorney’s fees), liabilities, or judgments arising from any claim of patent infringement or alleged violation of any third part intellectual property right when Seller’s products are used for their normal process, in the form sold by Seller. The College shall promptly notify Seller of any such claim or suit brought against it on account of its purchases or use of Seller’s goods or materials. This section shall not apply in any instance where such claim or suit arises solely from Seller’s good faith compliance with the College’s specification.
13. Compliance with Laws: Vendor shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including those relating to:
    • Employment and labor standards;
    • Equal employment opportunity;
    • Occupational safety;
    • Environmental protection;
    • Anti-discrimination requirements; and
    • Export controls, where applicable.
14. Occupational Safety and Health Act: Incorporated in this PO by reference thereto are all laws, interim and permanent standards, rules and regulations of the Occupational Safety and Health Act, and all state and federal laws and regulations relating to safety and health standards. By acceptance of this PO, Seller agrees to hold the College harmless from any liability arising from the failure of such purchased supplies, articles or services to comply with such laws, standards, and regulations. every kind.
15. Liens, Claims, and Encumbrances: Seller warrants and represents that all the goods will, when delivered, be free and clear of all liens, claims, or encumbrances of every kind.
16. Inspection and Acceptance: All goods and services sold hereunder shall be subject to inspection and acceptance by the College and delivery notwithstanding any payment. After receipt of the goods or services, the College shall have a reasonable time (which time shall not be less than ninety (90) days) within which to inspect the good or services prior to the College’s acceptance. Nonconforming goods shall be returned freight collect, and Seller shall be debited for inbound transportation cost, handling, and packing expense.
17. Warranty: All goods and materials sold and delivered by Seller to the College shall be in full conformity with the College’s specifications on the face of the PO or, if none, shall be in conformity with Seller’s published specifications and samples provided to the College and will be sufficient for the use intended by the College and free from defects in material and workmanship. The foregoing warranty shall survive any acceptance of goods or materials and shall be in addition to any warranty expressly furnished to the College by Seller and warranties implied by or available at law and shall continue notwithstanding any inspection or acceptances by the College.
18. Remedies: The failure of either party to perform any term, condition, or covenant made or undertaken by it, or the violation of any warranty or representation in this agreement, will be deemed a default of this agreement. If a default occurs and remains uncured by the defaulting party for ten (10) days after the other party has given a notice of default, the non-defaulting party will have the right to terminate this agreement. The right to terminate will be cumulative and in addition to any and all other rights and remedies available to the parties.
19. Termination: This PO may be terminated by the College in whole or in part with no obligation or liability due to the Seller’s breach of any provision of this PO, including without limitation the Seller’s failure to deliver the Products in full conformance with the PO. In the event the College terminates this PO without cause, the College shall give the Seller thirty (30) days’ notice of termination and shall pay the Seller for the Products until the date of notice of termination. Upon receipt of the notice of termination from the College, regardless of the reason for the termination, the Seller shall immediately stop all work in progress and use best efforts to mitigate any costs associated with the termination.
20. Limitation of Liability: The maximum liability of the College to the Seller arising out of the PO regardless of the basis of liability or the form of action shall not exceed the fifty percent (50%) of the total price stated in the PO. To the extent permitted by local law, in no event shall the College be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages, even if the Seller has been informed of their possibility.
21. Indemnification: The Seller shall indemnify the College against any and all loss, costs, expenses and liabilities caused to the College whether directly or as a result of the action, claim or demand of any third party, by reason of any breach by the Seller of any one or all of these terms and conditions. In the event of such a claim, demand, action or allegation the Seller shall at its expense defend or settle any such claim, action or allegation brought against the College and shall pay any and all damages, attorney’s fees and costs incurred and/or awarded against the College provided that the College gives written notice to the Seller of the alleged infringement. The Seller shall be entitled to defend any such claim, action or allegation and make settlement thereof at its own discretion and the College may not settle or compromise such claim, action or allegation, except with prior written consent of the Seller. The College shall give assistance and information as the Seller may reasonably require for settling or opposing such claims.
22. Insurance: The College reserves the right to request certificates of insurance before work begins.
    When performing services on College property, Vendor shall maintain insurance appropriate to the services being provided, including, as applicable:
    • Commercial General Liability
    • Workers’ Compensation
    • Employer’s Liability
    • Automobile Liability
    • Professional Liability (where applicable)
23. Confidentiality: Neither party shall disclose any information from the source party which is of a proprietary, confidential or technical nature (“Confidential Information”) to any third party following the date of initial disclosure unless such disclosure is lawfully required by any governmental agency, is otherwise required to be disclosed by applicable law or is necessary in any legal proceeding establishing rights and obligations under the PO. Each party agrees not to provide copies of the PO or otherwise disclose the terms of the PO to any third party without the prior written consent of the other party unless for their internal use. The Seller further agrees not to publish or use such advertising, sales promotions, press releases or publicity matters without such prior written approval. Any approval required under this section shall not be unreasonably withheld or delayed by either party.
24. Assignment: The Seller may not assign or delegate its rights and obligations under the PO without the prior written consent obtained from the College.
25. Data Security: If Vendor has access to College information systems or institutional data, Vendor shall implement reasonable administrative, technical, and physical safeguards to protect such information. Vendor shall promptly notify the College of any actual or suspected unauthorized access, disclosure, or security incident involving College data. Vendor shall comply with all applicable privacy laws and contractual data security requirements.
26. FERPA Compliance: To the extent Vendor receives or accesses student education records protected by the Family Educational Rights and Privacy Act (FERPA), Vendor shall comply with FERPA and shall use such information solely for purposes authorized by the College.
27. Accessibility: Technology products and services shall comply with applicable accessibility standards, including the Americans with Disabilities Act (ADA) and, where applicable, Web Content Accessibility Guidelines (WCAG) accessibility guidelines. Vendor shall cooperate with the College in addressing reasonable accessibility concerns.
28. Ethics and Conflict of Interest: Vendor represents that it has not offered or provided gifts, gratuities, kickbacks, or other improper inducements to any College employee in connection with this Purchase Order. Vendor shall promptly disclose any actual or potential conflict of interest relating to the Purchase Order.
29. Sustainable Purchasing: The College encourages environmentally responsible purchasing practices. Vendors are encouraged to minimize packaging, offer recycled or sustainable products where feasible, and comply with applicable environmental regulations.
30. Severability: If any provision of the PO is invalid or unenforceable under any statue, regulation, ordinance, executive order or other source of law, such provision shall be deemed reformed or deleted as the case maybe, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule and the remaining provisions of the PO shall remain in full force and effect.
31. Entire Agreement: The PO constitutes the entire agreement between the Seller and the College with respect to the matters contained in the PO and supersedes all prior oral or written representations and agreements. Notwithstanding anything to the contrary contained herein, the PO shall not constitute a waiver or release of, any rights and claims against the Seller arising out of or relating to any fraud or duress in contraction with the formation of this PO or a breach or anticipatory breach of any previous existing contract between the Seller and the College.
32.  Order of Precedence: In the event of a conflict, documents shall govern in the following order:
    • Executed written contract;
    • Purchase Order;
    • These Terms and Conditions;
    • Accepted specifications or scope of work;
    • Vendor quotation.
33. Governing Law: this PO shall be governed by and construed according to the laws of the state of Michigan. Venue for any cause of action related to this PO shall be in Kalamazoo County, Michigan.
34. Notices: Official notices regarding this Purchase Order shall be sent to the College department identified on the Purchase Order unless otherwise directed.

Questions regarding Purchase Orders may be directed to:

Business Office
Room 201
Kalamazoo College
1200 Academy Street
Kalamazoo, MI 49006

Mandelle Administration Building

businessoffice@kzoo.edu

269.337.7015