Pre-Qualified Supplier Agreement (PSA)
General Terms and Conditions
A. At any time during the performance period of this Agreement, any Loyola University of Chicago (hereinafter “University”) authorized buyer or ProCard Cardholder (hereinafter “release agent”) may purchase any of the services or materials covered by this Agreement, under the same terms and conditions, by referencing this Agreement.
B. Individual releases shall be implemented by Pre-Qualified Supplier upon receipt of a telephone call, electronic on-line order, or written purchase order or release (departmental purchase against the PSA) issued by University's authorized release agent. The releases may be identified by number and Pre-Qualified Supplier shall reference that number and this Agreement on its individual packing sheets and invoices. The Agreement may specify an alternate means for releasing and coordinating service requirements.
C. This Agreement does not constitute a requirements or exclusive dealing type contract. The University, at its sole discretion, may or may not award multiple agreements and may or may not compete any requirement.
D. The parties hereto recognize and agree that University's needs from time to time fluctuate widely. Pre-Qualified Supplier agrees that University has made no representation, warranty, guarantee, or commitment that University will purchase any minimum quantity of products or services under this Agreement. Pre-Qualified Supplier further agrees that any inventories, residual or otherwise, which Pre-Qualified Supplier may establish or which may otherwise arise from Pre-Qualified Supplier's performance under this Agreement shall be at the sole risk and responsibility of Pre-Qualified Supplier and that University has made no representation, warranty, guarantee, or commitment that University will be obligated to purchase all or any part of any such inventories. Performance beyond any limitations established in this Agreement or any release hereunder (either financial limitations or the term of the Agreement) shall be at the sole risk of the Pre-Qualified Supplier, and University shall have no obligation to pay for items or services which exceed funding or contract terms specified in this Agreement or any release.
E. In the event that Pre-Qualified Supplier increases/reduces prices or increases/reduces discounts during the period of this Agreement, Pre-Qualified Supplier shall notify University of such adjustments and University shall have the right to modify this Agreement or any release hereunder to make such adjustments as of the date adjustments were made effective by the Pre-Qualified Supplier.
F. Pre-Qualified Supplier represents and warrants that the prices set forth in this Agreement or any prices which it may charge under this Agreement do not and will not violate any federal, state, county, or municipal law or regulation relative to price discrimination, price fixing, or price stabilization. Pre-Qualified Supplier agrees to indemnify, exonerate, and hold University harmless from any such violations.
- Pre-Qualified Supplier shall make deliveries or perform services in accordance with the date/dates specifically negotiated with University or University's release agents. In the event Pre-Qualified Supplier is unable to fulfill University's specific request, Pre-Qualified Supplier shall immediately advise University or release agent. Pre-Qualified Supplier shall not back-order or delay the shipment of goods or the performance of services without University's authorization, and if Pre-Qualified Supplier cannot make timely deliveries to University or perform services in a timely manner, in addition to any other remedies contained in this Agreement, University shall have the option to cancel, at no charge, the individual release or service request or any portion thereof, and University may procure its requirement(s) elsewhere.
- Pre-Qualified Supplier will label the outside of each package with description, quantity, Purchase Order number and/or release number, if applicable. Pre-Qualified Supplier will include this information on all packing slips and invoices related to this Agreement.
- If containers are returnable, Pre-Qualified Supplier will label drum, case, bottle, etc. "RETURNABLE" including Pre-Qualified Supplier's name and University's Agreement/ Release number. Pre-Qualified Supplier will pick up returnable containers from University upon notification and at Pre-Qualified Supplier's expense.
- Conforming merchandise may be returned for University's convenience with Pre-Qualified Supplier's prior approval and Pre-Qualified Supplier shall issue University credit in the amount(s) negotiated between University and Pre-Qualified Supplier at the time Pre-Qualified Supplier authorizes the return of said merchandise. Returned merchandise shall be shipped to Pre-Qualified Supplier's nearest warehouse; the cost of shipping shall be borne by University.
- University may, at any time, return defective or nonconforming merchandise under this Agreement. Transportation cost will be borne by Pre-Qualified Supplier and Pre-Qualified Supplier shall issue University credit or a refund, at University's option, for full purchase price unless otherwise specifically agreed to in writing.
- University may terminate individual releases issued hereunder for Pre-Qualified Supplier's default. In the event of Pre-Qualified Supplier's default, University shall have such additional remedies as may be available at law or in equity. For the purpose of this clause, a default shall include, but is not limited to, any federal or state proceeding for the relief of debtors which is undertaken by or against Pre-Qualified Supplier, and any assignment made by Pre-Qualified Supplier for the benefit of creditors.
- Releases in effect as of the date of termination or expiration of this Agreement shall continue in effect as if there were no termination or expiration until completed, unless such release(s) are specifically terminated under I.1) above.
J. The terms and conditions contained in this PSA General Terms & Conditions shall be supplemented by the terms and conditions in the “General Terms & Conditions and Instructions for Purchases”, Attachment B.