Purchase Terms and Conditions

If no price is specified herein, charges shall not exceed Supplier's standard price for merchandise of like quality and quantity

Discount terms must be stated on the invoice. Discounts will be calculated from the date material or the invoice is received whichever is later.

The District reserves the right to cancel this order in whole or in part if any shipment of merchandise covered hereby is not received by the time specified.

The District's count will be accepted as final and conclusive on all shipments not accompanied by a packing list. Unless expressly provided for to the contrary on the face of this order, all shipments are to be made F.O.B. destination, and the Seller shall bear all cost for cartage, boxing, or containers as required.

Goods shipped to the District in advance of delivery schedules may be rejected or returned at the Supplier's expense.

Invoices (in duplicate, one marked original) must be mailed to Accounting Services, Administration Building, 360 Colbome St., St. Paul, MN 55102 (unless otherwise specified) the day shipments are made. Individual invoices will be issued for each shipment and each order.

The district's purchase order number must show on all invoices, packing lists, and bills of lading.

The District has adapted the Global Sullivan Principles of Social Responsibility. We also encourage our suppliers to adopt and follow these principles.

This order, when accepted by the Supplier, shall constitute the entire contract between the buyer and seller as agreed to and shall not be altered, amended, supplemented, or cancelled without the written approval of The St. Paul Public Schools (lSD

#625) (referred to below as the "District"). Either the Supplier's written acceptance of this order

or the shipment of any confirming article or commencement of performance hereunder, shall constitute acceptance of this contract, and no contrary or additional terms or conditions shall apply. 

The District may from time to time, by written instructions or drawings issued

to the Supplier, make changes, issue additional instructions, require additional work, or direct the omission of work previously ordered. The provisions of this agreement shall apply to all such written modifications.

No extra work, additions, or alterations will be paid for by the District unless performed pursuant to and in accordance with the written order of the District.

The District may cancel this order at any time, giving notice in writing. An equitable adjustment in price and/or delivery schedule will be negotiated for materials completed or in process at the time of the change.

1. The District may by notice in writing direct Seller to terminate this purchase order or work under this purchase order in whole or in part at any time for breach of any one or more of its terms.

2. In the event of Seller's  default hereunder, the Buyer may exercise any or all rights accruing to it, both at law including those set forth in Article 2 ofthe Uniform Commercial Code or in equity.

3. Seller's obligations under the warranty, patent and confidentiality  provisions of this purchase order shall survive such termination.

All articles sold and materials and work applied hereunder shall be of good quality and free from any defects and shall at all times be subject to inspection and rejection; but neither the District's inspection nor failure to inspect or reject shall relieve the Supplier of any obligations hereunder. Such inspection shall not exclude any warranties in respect to such goods.

May be requested for inspection and approval prior to manufacture or delivery. The District will not be responsible for the cost of the samples or shipping to our location.

The Seller warrants that the material delivered, either alone or in combination with other materials, will not infringe on any patents in the United States or any foreign country.

The Seller agrees to indemnify the District and hold it harmless from and against all liability, loss and expense (including legal fees) for all damages and/or bodily injuries (including death) resulting from the actions, errors, omissions or negligence of the Seller, its directors, officers, employees, agents, contractors or subcontractors, including, but not limited to, any defect in material, any defect in services, workmanship, design of any goods furnished, patent and/or copyright infringements or violations, and/or failure to follow or abide by any and all governing laws, ordinances, codes and regulations.

The successful Vendor/Contractor shall maintain the appropriate insurances.

In the event of any proceedings in bankruptcy or insolvency by or against the Seller, or in the event of the appointment (with or without the Seller's consent) of an assignee for the benefit of creditors, or of a receiver, the District may cancel this order for default.

Performance of this order and all other matters pertaining thereto shall be governed by the laws of the Commonwealth of Minnesota.

The legal venue for any and all claims or other legal matters pertaining to the performance of this order shall be the local courts for the County of Ramsey, Minnesota.

The District is exempt from all Federal Excise Taxes. The District is an instrumentality of the Commonwealth of Minnesota, and as such, is exempt from the Minnesota Sales and Use Tax.

The District reasonably believes that budgeted funds will be obtained sufficient to make all payments. However, continuation of any agreements beyond June 30th of any year is contingent upon appropriation of budgeted funds for payment of that contract. In the event that adequate funds are not so appropriated, the District shall notify the vendor as soon as possible prior to the necessary cancellation and no penalty in any form shall be levied against the District because cancellation of any part or all of the equipment required by failure of appropriation.

Products shall meet, and be in compliance with, the current applicable prescribed standards ofthe Federal Occupational Safety and Health of Act of 1970 in effect on the date of this order.