PURCHASE ORDER TERMS AND CONDITIONS OF PURCHASE

1. LOUISIANA CONTRACT: It is agreed by the parties hereto that this order, and the acceptance thereof, shall be deemed a contract made in Louisiana and governed by the laws of the State of Louisiana including but not limited to L.R.S. 39:1551-1736; purchasing rules and regulations; executive orders; standard terms and conditions; special conditions; and specifications listed in this solicitation. Per Executive Order JBE 16-11 Section 3: The contractor shall not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, political affiliation, disability, or age in any matter relating to employment. The provisions of this section (and this section only) shall go into effect on July 1, 2016. However, this provision does not apply to a contractor or subcontractor that is a religious corporation, religious association, religious educational institution, or religious society. For good cause and as consideration for executing this contract the contractor whose name appears on the face of this purchase order hereby conveys, sells, assigns and transfers to the State of Louisiana all rights, title and interest in and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and the State of Louisiana, relating to the particular goods or services purchased or acquired by the State of Louisiana pursuant to Louisiana State University Health Sciences Center.
Prohibition of Discriminatory Boycotts of Israel:
In accordance with Executive Order Number JBE 2018-15, effective May 22, 2018, for any contract for $100,000 or more and for any contractor with five or more employees, Contractor, or any Subcontractor, shall certify it is not engaging in a boycott of Israel, and shall, for the duration of this contract, refrain from a boycott of Israel. The State reserves the right to terminate this contract if the Contractor, or any Subcontractor, engages in a boycott of Israel during the term of the contract.
2. ORDERS: The Louisiana State University Health Sciences Center will in no way be responsible for goods delivered or work done without an official Purchase Order or Contract.
3. PATENTS: By accepting this order you hereby guarantee and agree that the merchandise to be furnished hereunder will not infringe upon any valid patent or trademark and that you will, at your own expense, defend any and all actions or suits charging such infringement and will hold the LSUHSC harmless in case of any such infringement.
4. TRANSPORTATION: All charges must be prepaid and material must be delivered to "Ship-To"
address. Merchandise must be accompanied by delivery slip or shipping list showing items shipped or delivered and the purchase order number. When merchandise is sold F.O.B. point
of origin, prepay shipping cost and include on invoice. Also attach Bill of Lading or express receipt verifying shipping cost.
5. DELIVERY: Advise if delivery as stated on face of order cannot be accomplished and state best possible delivery which, unless you are otherwise notified, will be accepted by University. The right is reserved to cancel this order if not filled within time specified herein.
6. INSPECTION: By accepting this order you hereby warrant that the merchandise to be furnished hereunder will be in full conformity with the specification, drawing or sample and that this warranty shall survive acceptance of the merchandise and that you will bear the cost of inspecting merchandise rejected.
7. REJECTED GOODS: All rejected goods will be held at seller's risk and expense subject to seller's prompt advise as to disposition. Unless otherwise arranged all rejected goods will be returned and all transportation and handling costs will be charged back to Vendor.
8. INVOICES: Invoices must reference purchase order number and reflect the quantity billed by purchase order line number. An original invoice must be submitted on the date of shipment.
9. ACCEPTANCE: By accepting this purchase order, the seller certifies that neither this business entity nor any of its employees or subcontractors is currently listed as excluded or sanctioned by the Department of Health and Human Services, Office of Inspector General (OIG), the General Services Administration (GSA), Food and Drug Administration (FDA), or any other Federal agency. After acceptance, if it is discovered that this business entity or any of its employees or subcontractors appear on any of these listings, this purchase order will be cancelled by the contracting agency immediately. Furthermore, the seller understands that if at any time during the term of this purchase order, the seller or any of its employees or subcontractors appears on any of these listings, the seller must notify the contracting agency, and the purchase order will be terminated immediately. The contracting agency will not be liable for any damages resulting from said termination.
10.COMPLIANCE WITH CIVIL RIGHTS LAWS:
By accepting this PO, seller agrees to abide by the requirements of the following as applicable: Title VI and VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity Act of 1972, Federal Executive Order 11246, Federal Rehabilitation Act of 1973, as amended, the Veteran's Readjustment Assistance Act of 1974, Title IX of the Education Amendments of 1972, the Age Act of 1975, and bidder agrees to abide by the requirements of the Americans With Disabilities Act of 1990. Bidder agrees not to discriminate in its employment practices and will render services under any contract entered into as a result of this solicitation without regard to race, color, religion, sex, age, national origin, political affiliation, disability, veteran status, or any other non-merit factor. Any act of discrimination committed by bidder, or failure to comply with these statutory obligations when applicable, shall be grounds for termination of any contract entered into as a result of this solicitation.
11.INDEMNITY:
Contractor agrees, upon receipt of written notice of a claim or action, to defend the claim or action, or take other appropriate measure, to idemnify, and hold harmless, LSUHSC, its officers, its agents and its employees from and against all claims and actions for bodily injury, death or property damages caused by the fault of the contractor, officers, its agents, or its employees. Contractor is obligated to indemnify only to the extent of the fault of the contractor, its officers, its agents, or its employees. However, the contractor shall have no obligation as set forth above with respect to any claim or action from bodily injury, death or property damages arising out of the fault of the university, its officers, its agents or its employees.
12.FEDERAL CLAUSES, IF APPLICABLE:
Anti-kickback Clause: The contractor hereby agrees to adhere to the mandate dictated by the Copeland “Anti-kickback” Act which provides that each contractor or sub guarantee shall be prohibited from inducing by any means, any person employed in the completion of work, to give up any part of the compensation to which he is otherwise entitled.
Clean Air Act: The contractor hereby agrees to adhere to the provisions which require compliance with all applicable standards, orders or requirements issued under Section 306 of the Clean Water Act, which prohibits the use under non-exempt federal contracts, grants, or loans of facilities included on the EPA list of violating facilities.
Energy Policy and Conservation Act: The contractor hereby recognizes the mandatory standards
and policies relating to energy efficiency which are contained in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act. (P.L. 94-163)
Clean Water Act: The contractor herby agrees to adhere to the provisions which require compliance with all applicable standards, orders, or requirements issued under Section 508 of the Clean Water Act which prohibits the use under non-exempt federal contracts, grants, or loans of facilities included on the EPA list of violating facilities.
Anti-lobbying and Debarment Act: The contractor will be expected to comply with federal statues required in the Anti-lobbying Act and the Debarment Act.
13.DIVERSE SUPPLIER:
(a) Supplier understands that LSU, as the state's flagship university, has an interest in providing entrepreneurial opportunities to diversity-owned businesses. The university is dedicated to promoting the growth and development of minority, women, and small and historically underutilized businesses (“Diverse Businesses”) by providing opportunities to participate in university contracts.
(b) In support of this commitment, the supplier shall use good faith and best efforts to provide opportunities to Diverse Businesses that are either certified by the state or another certifying agency in a diverse category, as a subcontractor or supplier under this agreement.
(c) If applicable, supplier shall provide LSU with a list of diversity-owned businesses during each contract year, the list of businesses should identify:
(1) the name of the business;
(2) its principal office or address;
(3) the owner(s); and
(4) the services or goods that it may provide or supply and the value of the goods or services procured from the businesses included on supplier's list.
(d) To the extent that any federal or state law, rule, or regulation would require that this section be modified or voided, the parties agree that such provision can be amended or severed from the agreement without affecting any of the other terms of the agreement.
14. AUDIT OF RECORDS: The state legislative auditor, federal auditors, and internal auditors of the state shall have the right to inspect and audit all timekeeping and expense records of the contracting entity or any subcontractor of the contracting entity to substantiate amounts invoiced by supplier with respect to this agreement. The rights of inspection and audit shall commence as of the date of this agreement and shall continue for a period of five (5) years after project acceptance or as required by applicable state and federal law. The contracting entity and any subcontractor of the contracting entity shall maintain all timekeeping and expense records related to this agreement for the enumerated five (5) year period.