HomeMy WebLinkAboutGeneral Contract Conditions 2State of Florida
PUR 1000
General Contract Conditions
Contents
1. Definitions.
2. Purchase Orders.
3. Product Version.
4. Price Changes Applicable only to Term Contracts.
5. Additional Quantities.
6. Packaging.
7. Manufacturer's Name and Approved Equivalents.
8. Inspection at Contractor's Site.
9. Safety Standards.
10. Americans with Disabilities Act.
11. Literature.
12. Transportation and Delivery.
13. Installation.
14. Risk of Loss.
15. Transaction Fee.
16. Invoicing and Payment.
17. Taxes.
18. Governmental Restrictions.
19. Lobbying and Integrity.
20. Indemnification.
21. Limitation of Liability.
22. Suspension of Work.
23. Termination for Convenience.
24. Termination for Cause.
25. Force Majeure, Notice of Delay, and No Damages for Delay.
26. Scope Changes.
27. Renewal.
28. Advertising.
29. Assignment.
30. Dispute Resolution.
31. Employees, Subcontractors, and Agents.
32. Security and Confidentiality.
33. Independent Contractor Status of Contractor.
34. Insurance Requirements.
35. Warranty of Authority.
36. Warranty of Ability to Perform.
37. Notices.
38. Leases and Installment Purchases.
39. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE).
40. Products Available from the Blind or Other Handicapped.
PUR 1000 (08/04) 60A-1.002, F.A.C.
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41. Modification of Terms.
42. Cooperative Purchasing.
43. Waiver.
44. Annual Appropriations.
45. Execution in Counterparts.
46. Severability.
1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to this
agreement. The following additional terms are also defined:
(a) "Contract" means the legally enforceable agreement that results from a successful
solicitation. The parties to the Contract will be the Customer and Contractor.
(b) "Customer" means the State agency or other entity that will order products directly
from the Contractor under the Contract.
(c) "Product" means any deliverable under the Contract, which may include
commodities, services, technology or software.
(d) "Purchase order" means the form or format a Customer uses to make a purchase
under the Contract (e.g., a formal written purchase order, electronic purchase order,
procurement card, or other authorized means).
2. Purchase Orders. A Contractor shall not deliver or furnish products until a Customer
transmits a purchase order. All purchase orders shall bear the Contract or solicitation
number, shall be placed by the Customer directly with the Contractor, and shall be
deemed to incorporate by reference the Contract and solicitation terms and conditions.
Any discrepancy between the Contract terms and the terms stated on the Contractor's
order form, confirmation, or acknowledgement shall be resolved in favor of terms most
favorable to the Customer. A purchase order for services within the ambit of section
287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the
requirements of subparagraphs (a) through (f) thereof. Customers shall designate a
contract manager and a contract administrator as required by subsections 287.057(15) and
(16) of the Florida Statutes.
3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most
recently release model or version of the product at the time of the order, unless the
Customer specifically requests in writing an earlier model or version and the contractor is
willing to provide such model or version.
4. Price Changes Applicable only to Term Contracts. If this is a term contract for
commodities or services, the following provisions apply.
(a) Quantity Discounts. Contractors are urged to offer additional discounts for one time
delivery of large single orders. Customers should seek to negotiate additional price
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concessions on quantity purchases of any products offered under the Contract. State
Customers shall document their files accordingly.
(b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of
better pricing offered by the Contractor for substantially the same or a smaller quantity of
a product outside the Contract, but upon the same or similar terms of the Contract, then at
the discretion of the Customer the price under the Contract shall be immediately reduced
to the lower price.
(c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term
due to a change in market conditions, a Contractor may conduct sales promotions
involving price reductions for a specified lesser period. A Contractor shall submit to the
Contract Specialist documentation identifying the proposed (1) starting and ending dates
of the promotion, (2) products involved, and (3) promotional prices compared to then -
authorized prices. Promotional prices shall be available to all Customers. Upon
approval, the Contractor shall provide conspicuous notice of the promotion.
(d) Trade -In. Customers may trade-in equipment when making purchases from the
Contract. A trade-in shall be negotiated between the Customer and the Contractor.
Customers are obligated to actively seek current fair market value when trading
equipment, and to keep accurate records of the process. For State agencies, it may be
necessary to provide documentation to the Department of Financial Services and to the
agency property custodian pursuant to Chapter 273, F.S.
(e) Equitable Adjustment. The Customer may, in its sole discretion, make an equitable
adjustment in the Contract terms or pricing if pricing or availability of supply is affected
by extreme and unforeseen volatility in the marketplace, that is, by circumstances that
satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the
Contractor's control, (2) the volatility affects the marketplace or industry, not just the
particular Contract source of supply, (3) the effect on pricing or availability of supply is
substantial, and (4) the volatility so affects the Contractor that continued performance of
the Contract would result in a substantial loss.
5. Additional Quantities. For a period not exceeding ninety (90) days from the date of
solicitation award, the Customer reserves the right to acquire additional quantities up to
the amount shown on the solicitation but not to exceed the threshold for Category Two at
the prices submitted in the response to the solicitation.
6. Packaging. Tangible product shall be securely and properly packed for shipment,
storage, and stocking in appropriate, clearly labeled, shipping containers and according to
accepted commercial practice, without extra charge for packing materials, cases, or other
types of containers. All containers and packaging shall become and remain Customer's
property.
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7. Manufacturer's Name and Approved Equivalents. Unless otherwise specified, any
manufacturers' names, trade names, brand names, information or catalog numbers listed
in a specification are descriptive, not restrictive. With the Customer's prior approval, the
Contractor may provide any product that meets or exceeds the applicable specifications.
The Contractor shall demonstrate comparability, including appropriate catalog materials,
literature, specifications, test data, etc. The Customer shall determine in its sole
discretion whether a product is acceptable as an equivalent.
8. Inspection at Contractor's Site. The Customer reserves the right to inspect, at any
reasonable time with prior notice, the equipment or product or plant or other facilities of a
Contractor to assess conformity with Contract requirements and to determine whether
they are adequate and suitable for proper and effective Contract performance.
9. Safety Standards. All manufactured items and fabricated assemblies subject to
operation under pressure, operation by connection to an electric source, or operation
involving connection to a manufactured, natural, or LP gas source shall be constructed
and approved in a manner acceptable to the appropriate State inspector. Acceptability
customarily requires, at a minimum, identification marking of the appropriate safety
standard organization, where such approvals of listings have been established for the type
of device offered and furnished, for example: the American Society of Mechanical
Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical
Manufacturers' Association for electrically operated assemblies; and the American Gas
Association for gas -operated assemblies. In addition, all items furnished shall meet all
applicable requirements of the Occupational Safety and Health Act and state and federal
requirements relating to clean air and water pollution.
10. Americans with Disabilities Act. Contractors should identify any products that may
be used or adapted for use by visually, hearing, or other physically impaired individuals.
11. Literature. Upon request, the Contractor shall furnish literature reasonably related to
the product offered, for example, user manuals, price schedules, catalogs, descriptive
brochures, etc.
12. Transportation and Delivery. Prices shall include all charges for packing, handling,
freight, distribution, and inside delivery. Transportation of goods shall be FOB
Destination to any point within thirty (30) days after the Customer places an Order. A
Contractor, within five (5) days after receiving a purchase order, shall notify the
Customer of any potential delivery delays. Evidence of inability or intentional delays
shall be cause for Contract cancellation and Contractor suspension.
13. Installation. Where installation is required, Contractor shall be responsible for
placing and installing the product in the required locations at no additional charge, unless
otherwise designated on the purchase order. Contractor's authorized product and price
list shall clearly and separately identify any additional installation charges. All materials
used in the installation shall be of good quality and shall be free of defects that would
diminish the appearance of the product or render it structurally or operationally unsound.
PUR 1000 (08/04) 60A-1.002, F.A.C.
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