Purchase Order Terms & Conditions

Goods & Services Acceptance

Seller agrees to perform the services (“Services”) and/or provide the goods or Service deliverables (“Goods”) described in the purchase order, in accordance with the purchase order, scope of the work and these Terms and Conditions (“Agreement”). Seller’s acceptance of a purchase order, shipment of Goods or commencement of Service, whichever occurs first, shall be deemed an acceptance of Michigan Virtual University (MVU)’s offer to purchase contained (Goods and/or Services) in this purchase order, and Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face the purchase order, unless Seller objects to such terms in writing prior to beginning performance. Any terms or conditions contained in any acknowledgement, invoice or communication of Seller, which are different from or additional to these terms and conditions, are objected to and rejected, but such proposal shall not be a rejection of this offer unless such variances are in the description, quantity, price or delivery schedule of the Goods or Services but shall be treated as a material alteration thereof, and this offer shall be deemed accepted by Seller without said additional or different terms. If this Agreement might be treated as an acceptance of Seller’s prior offer, such acceptance is expressly made on condition of Seller’s assent to these terms and shipment of the Goods or beginning performance of Services by Seller shall constitute such assent. MVU reserves the right to reschedule any delivery or cancel any purchase order without penalty at any time prior to shipment of the Goods or prior to commencement of any Services. 

Payment

If no terms are specified, the net amount shall be payable within 30 days after the later of (i) delivery and acceptance of goods or other performance conforming with the terms of this Purchase Orders and (ii)receipt of correctly prepared invoice. If the price is not stated on this Order, the price shall be the lower of the (i) amount specified in the purchase order or (ii) Seller’s quoted price. Applicable other charges (e.g. shipping costs, duties, customs, tariffs, imposts and government-imposed surcharges) shall be stated separately on the Seller’s invoice. 

Warranty

Seller expressly warrants that all Goods or Services under this purchase order (i) will be new, and will be free from defects in material and workmanship and to be of the quality, size and dimensions ordered and (ii) work performed under this purchase order be in conformity with all plans, specifications and other data incorporated as part of this purchase order. Seller warrants that the performance of Goods and Services under this Agreement will not conflict with or be prohibited by any other agreement or statutory restriction to which Seller is bound. Seller warrants that all Goods and Services delivered shall conform to all specifications for a period of 15 months from the date of delivery or for a period provided in Seller’s standard warranty covering the warranty, whichever is longer. Seller agrees to replace, correct, or credit MVU’s account for any defects of any goods or services not conforming to the foregoing warranty promptly, without expense to MVU, when notified of such nonconformity by MVU, provided MVU elects to provide Seller with the opportunity to do so. 

Independent Contractor; Nonexclusive Agreement

Seller is an independent contractor for all purposes, without express or implied authority to bind MVU. Neither Seller nor its employees, agents or subcontractors (“Seller’s Assistants”) are agents or employees of MVU. Seller shall pay all costs and expenses incident to performing its obligations hereunder and shall provide its own supplies and equipment. This Agreement is nonexclusive. MVU may obtain Goods and/or Services from, and Seller may provide its Services and/or Goods to, others; so long as Seller does not breach this Agreement. 

Non-Profit Status

MVU is a 501(c)(3) tax-exempt entity organized under the laws of the State of Michigan. Federal Tax ID 38-3414105. 

Indemnity

Seller shall indemnify and hold harmless MVU , its officers, directors, customers, agents and employees from and against any judgment liability, loss, damage or expense and to assume at Seller’s own expense the defense of any claim or action brought by any person in connection with the Goods or Services provided under this Agreement. 

Confidentiality

Seller agrees to keep confidential during and following termination or expiration of this Agreement all “MVU Confidential Information” (“MVU CI”) acquired in connection with its performance. “MVU CI” includes but is not limited to all information, whether written or oral, in any form, relating to the research, development, products, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product and other material or information considered proprietary by MVU relating to MVU’s current or anticipated business or affairs that is disclosed directly or indirectly to Seller. “Work Product” shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or related to the Services performed hereunder. MVU CI also means any third party’s proprietary or confidential information disclosed to Seller in the course of providing Services or Goods to MVU. MVU CI does not include any information (i) which Seller lawfully knew without restrictions on disclosure before MVU disclosed it to Seller, (ii) which is now or becomes publicly known through no wrongful act or failure to act of Seller, (iii) which Seller developed independently without use of the MVU CI, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to Seller by a third party as a matter of right and without restriction or disclosure. Seller may disclose MVU CI that is required to be disclosed pursuant to a requirement of a government agency or law so long as Seller provides prompt notice to MVU of such requirement prior to disclosure. Seller agrees not to copy, alter or directly or indirectly disclose any MVU CI. Seller agrees to limit its internal distribution of MVU CI only to those Seller’s Assistants who need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Seller’s Assistants of nondisclosure agreements. Seller shall not use less than the degree of care and means that is uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of MVU CI. Seller further agrees not use the MVU CI except for performing hereunder and will not use such MVU CI for its own benefit or for the benefit of any third party. Mingling of MVU CI with Seller’s information shall not affect the confidential nature or ownership of the same. Seller agrees not to design or manufacture any products that incorporate MVU Confidential Information. All MVU CI is and shall remain the property of MVU. Upon written request or the termination of this Agreement, Seller shall return, transfer or assign to MVU all MVU CI, including all Work Product and all copies thereof. 

Noninterference With Business

During and for 2 years immediately after the termination or expiration of this Agreement, Seller agrees not to unlawfully interfere with MVU’s business in any manner, and agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with MVU. 

Termination

MVU may immediately terminate this Agreement upon notice to Seller if Seller breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. Upon such termination, MVU shall pay Seller for those Services satisfactorily performed and those conforming Goods delivered to MVU through the date of termination, less appropriate offsets, including additional costs incurred in completing the Services. MVU may terminate this Agreement for any other reason upon 30 days’ written notice to Seller. Seller shall cease performance under this Agreement on the date of termination specified in such notice. Upon such termination, MVU shall be liable to Seller only for those Services satisfactorily performed and those conforming Goods delivered to MVU through the date of termination, less appropriate offsets. Seller may terminate this Agreement upon written notice to MVU if MVU fails to pay Seller within 60 days after Seller notifies MVU in writing that payment is past due. Upon the expiration or termination of this Agreement for any reason: (a) the parties will be released from all obligations arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration; and (b) Seller will promptly notify MVU of all MVU Confidential Information or any Work Product in Seller’s possession and , at its expense and in accordance with MVU’s instructions, will promptly deliver to MVU all such MVU Confidential Information and/or Work Product. 

Force Majeure

MVU shall not be liable for any failure to perform caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, acts of public enemy, fire, flood, acts of war, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation. If MVU is so excused, either party may terminate the Agreement and MVU shall at its expense and risk, return any Goods received to the place of shipment. 

Severability; Survival of Obligations

If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legally and enforceability of the remaining provisions shall not be affected or impaired thereby. Any obligations and duties that by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration of termination of this Agreement. 

Limitation of Liability

MVU SHALL NOT BE LIABLE TO SELLER OR SELLER’S ASSISTANTS, OR ANY THIRD PARTY FOR ANY INCIDENTAL INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, WHETHER OR NOT MVU WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

Assignment; Waiver

Seller cannot assign this Agreement or any of its rights or obligations hereunder without MVU’s prior written consent. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of MVU. A waiver of any default or of any term or condition of the Agreement shall be deemed to be a continuing waiver or a waiver of any other default or any other term or condition. 

Notices

All notices hereunder shall be in writing, shall be addressed to Seller or to an authorized MVU representative, and shall be considered given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) 5 days after having been sent, postage prepaid, by first class or certified mail. 

Governing Law

This Agreement shall be governed by the laws of the State of Michigan, excluding its conflict of law rules. The courts of Ingham County, Michigan shall have jurisdiction over all controversies arising out of, or relating to, this Agreement. The parties hereby expressly waive the applicability of the UN Convention on Contracts for the international Sale of Goods and it shall not apply to the terms and conditions of this Agreement. 

Entire Agreement; Modification

This Agreement is the complete and final statement of the parties’ agreement and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the same subject matter. This Agreement may not be modified or amended except in writing, including a purchase order issued by MVU, signed by the parties.