The following Terms, Conditions, and Certifications apply to all JHU Purchase Orders:

1. ELECTRONIC/FACSIMILE TRANSMISSION - If this order is transmitted by facsimile machine, or by other means of electronic transmission, such transmission shall have the legal significance of a duly executed original delivered to the Vendor, but only if the Transmit Terminal Identification includes the notation "JHU PURCHASING."
   
   
2. TAXES - (a) Federal Excise Taxes imposed by chapters 31 (Retailers) and 32 (Manufacturers) (Secs. 4001-4227, inclusive) of the Internal Revenue Code shall not be included in any invoice rendered to the Purchaser. The articles covered by this Purchase Order are exempt from such taxes. Upon request, the Purchaser will issue an exemption certificate to the Vendor. Federal Excise Tax Certificate No. A-112482 shall apply to all taxable purchases. (b) No State taxes (excluding Maryland State Motor Vehicle Title Tax) or local government taxes on the materials and/or articles furnished under this Purchase Order or on the sale, purchase, transportation, use or possession thereof shall be included in any invoice rendered to the Purchaser. Upon request, the Purchaser will issue to the Vendor an exemption certificate. (c) Leased Equipment - The cost to the Lessor originating from existing taxes of any class, including, but not limited to Personal Property Tax, Inventory Tax, Use Tax etc., which are levied against the Lessor, and from which the Lessor cannot claim exemption must be included in the rates and/or charges agreed upon as the basis for this order. Taxes which are non-existing at the time this contract was negotiated but which are imposed during the life of this agreement can be charged in addition to the agreed compensation, but only to the extent allowable to this agreement. In any such case, the Lessor must notify the Lessee immediately whenever such taxes become effective advising the Lessee of the amount of the additional charges under the lease.
   
   
3. TERMINATION - This order may be terminated by the Purchaser in whole or in part at anytime. Upon receipt of a notice of termination, the Vendor shall stop all work in connection with this order, unless otherwise directed by the Purchaser. The Vendor shall immediately take the necessary action to issue stop order to all sub-contractors and/or suppliers in connection with any outstanding sub-contracts or orders for equipment, materials, supplies, services and/or other charges for which the Vendor is committed and which relate directly to the completion of this order. The Vendor shall furnish the Purchaser with a list of all such outstanding sub-contracts and/or orders together with a report on their status. The Vendor shall be reimbursed for all reasonable expenses incurred by reason of any termination of this Purchase Order (except for termination as a result of default by the Vendor) including the Vendor's termination charges for which the Purchaser shall be liable. The final acceptance of the Vendor's claim for expenses and termination charges shall be through negotiation and by agreement between the Purchaser and the Vendor. In the event of such termination pursuant to a Notice of Termination received by the Purchaser from the United States Government in connection with any Contract, Sub-Contract, Grant or other form of agreement between the Purchaser and the Government, the Purchaser shall be obligated hereunder to pay the Vendor only the amount which shall be determined to be, or approved as reimbursable to the Purchase Order, the Government Contract, Sub-Contract, Grant or other form of agreement with respect to this Purchase Order.
   
   
4. DELIVERY - The Vendor must effectuate delivery within the time and in accordance with the terms and conditions stated on this Purchase Order. If the Vendor fails to comply, the Purchaser reserves the right to cancel the order, and to purchase the item(s) specified in this order elsewhere, and to charge the Vendor with any loss incurred as a result of such action; or at the Purchaser's option to cancel and rescind the order without further action. In either circumstance, the cancellation will be without any obligation for reimbursement to the Vendor. The right to cancel this order without obligation and/or to recover any loss sustained by the Purchaser for non-delivery by the Vendor is waived when the product being supplied is to be manufactured to the specifications of the Purchaser, and the delay or non-delivery is the result of any action by the United States Government which is beyond the Vendor's control; in all such cases, the Purchaser shall have the option to extend the time for delivery; or to cancel the order; in the event of cancellation, the Purchaser shall pay to the Vendor such amount as may be agreed upon between them as consideration and reasonable compensation for the cancellation.
   
   
5. LIENS - All items of material and/or equipment supplied, and/or labor performed under this order shall be free of any lien. The Vendor shall furnish satisfactory evidence of freedom from any liens if requested to do so by the Purchaser.
   
   
6. ASSIGNMENT - This Purchase Order or monies payable hereunder shall not be assigned in whole or in part without the Purchaser's written consent which shall be signed by an authorized agent of The Johns Hopkins University.
   
   
7. DEFECTS & OVERSHIPMENT - The Purchaser has the right to return defective material or overshipments at the expense of the Vendor.
   
   
8. BOXING CHARGES - No boxing or crating charges will be allowed unless specifically agreed to in this Purchase Order.
   
   
9. RETURNABLE CONTAINERS - All charges for returnable type containers are refundable less demurrage charges if applicable, unless otherwise specifically agreed to in this Purchase Order.
   
   
10. AGREEMENT - This Purchase Order constitutes the complete agreement between Vendor and Purchaser with respect to the subject matter referred to herein. Any other Agreement, Service Contract, Policy or Contractual document of any nature whatsoever shall have no reference to the subject matter of the Purchase Order unless included in this Purchase Order by reference. If the Vendor's acknowledgment of this Purchase Order contains terms and conditions which conflict with those contained in this order, the terms and conditions listed on this order shall take precedence over any set forth on the Vendor's acknowledgment. Any changes or exceptions to the Purchase Order terms and conditions must be agreed to by the Purchaser in writing. Any such agreements must be signed by an authorized representative of the Purchaser. Failure of the buyer to insist on strict performance of any terms and conditions herein shall not be deemed a waiver of any right or remedy that the buyer shall have or of any subsequent default hereunder. The laws of the State of Maryland shall govern the rights to the parties hereto as well as the construction and effect to be given to every provision hereof.
    
    
11. DISCOUNT-PENALTIES - All discount periods shall commence on the date of receipt by the Purchaser of the merchandise or the invoice whichever occurs last. Invoices bearing no payment terms will be discounted at the rate of two percent (2%) for cash within ten (10) days from the discount date as established above. Penalties in the form of interest charges placed upon invoices by the Vendor for tardy payment will not be allowed unless agreed to by the Purchaser and stated on the face of this order.
    
    
12. WORKMEN'S COMPENSATION - The Vendor shall comply with all provisions of applicable Workmen's Compensation and other laws relating to or affecting the employment, hours of work or compensation of persons engaged in work under this order.
    
    
13. PATENTS - The Vendor shall hold and save the Purchaser, its officers, agents, servants and employees harmless from patent liability of any nature or kind, including cost and expenses, for or on account of any patented or unpatented invention made or used in the performance of this order, including the use or disposal thereof by or on behalf of the Purchaser.
    
    
14. INSPECTION - All items covered by this Purchase Order shall be subject to inspection and test by the Purchaser to the extent practicable, at all times and places, including the period of manufacture, and in any event prior to acceptance. If any items are defective in material or workmanship, or otherwise not in conformity with the requirements of this order, the Purchaser shall have the right either to reject them or to require their correction or replacement at the expense of the Vendor. Inspection and tests conducted by the Purchaser does not relieve the Vendor from any responsibility regarding defects or other failure to meet the requirements of this order which may be discovered prior to acceptance. The provisions of this Condition 13 shall be superseded by the clause set forth in ASPR7-103.5, wherever the latter clause is applicable.
    
    
15. GUARANTY - Notwithstanding the provisions of Condition 13 of this Purchase Order entitled "INSPECTION," the Vendor guarantees that at the time of delivery thereof the items provided for under this Purchase Order will be free from any defects in material, design or workmanship and will conform to the requirements of this Purchase Order. Notice of any defect or non-conformance shall be given by the Purchaser to the Vendor within one year after the delivery of the defective or non-conforming items. If required by the Purchaser within a reasonable time after such notice, the Vendor shall with all possible speed correct or replace the defective or non-conforming items or part(s) thereof. When such correction or replacement requires transportation of the items or part(s) thereof, shipping costs, not exceeding usual charges, from the delivery point to the Vendor's plant and return, shall be borne by the Vendor. This guaranty shall then continue as to the corrected or replacing items or, if only parts of such items are corrected or replaced, to such corrected or replacing parts, until one year after the date of redelivery. If the Purchaser does not require correction or replacement of defective or non-conforming items, the Vendor, if required by the Purchaser within a reasonable time after notice of defect or non-conformance, shall repay such portion of the price of the item(s) as equitable in the circumstances. This clause shall not limit any rights of the Purchaser under the Condition of this Purchase Order entitled "INSPECTION."
    
    
16. EQUAL EMPLOYMENT OPPORTUNITY STANDARD FORM #100 (EEO-1) - If this order or the aggregate of all orders issued to this Vendor in the past 12 months exceeds $10,000, the Vendor certifies that it is in compliance with the requirements of Executive Order 11246. 42 CFR 60-1.4 (a) as incorporated by reference. The Vendor agrees to provide evidence of compliance on request.
    
    
17. AUTOMATIC RENEWAL - No Agreement, Service Contract, Policy, Blanket Order or Contractual Agreement of any nature is automatically renewable. All transactions terminate in accordance with the limitations of the specific period stated and/or in the event that no chronological limit is established by the expiration date of budget funds as set forth on this Purchase Order.
    
    
18. OCCUPATIONAL SAFETY AND HEALTH ACT - To the extent that the products sold and/or services rendered to the buyer under this Purchase Order are covered by standards or regulations promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970 (29 U.S. Code Sec. 651, Public Law 91-596), the seller agrees to comply with such standards or regulations.
    
    
19. OTHER - At all times specified for the performance of the Vendor's obligations, time shall be deemed of the essence. The Vendor shall indemnify, protect and save harmless the Purchaser, its trustees, officers, employees and agents (1) against any and all liability for damage to property and persons arising out of goods or services provided by the Vendor pursuant to this Purchase Order, (2) against any and all liability to any person or persons for or by reason of any act or omission of the Vendor, its agents, servants or employees, and (3) against patent or copyright infringement claims or suits arising out of purchase or use of materials, supplies, equipment or services covered by this Purchase Order. The Vendor shall pay any damages, costs and expenses, including attorney's fees, in connection with or resulting from claims or suits under this Condition of this Purchase Order.
    
    
20. PROCUREMENTS ISSUED UNDER GOVERNMENT CONTRACTS: The following clauses and certifications contained in Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulations (DFAR) to the extent required by law or the Purchaser's contract award from the government and as constituted on the date of this Purchase Order, are hereby incorporated by reference as fully as if they were set forth at length herein, except that as used in said clauses and certifications the terms "Contract," "Contractor," and "Contracting Officers" shall be deemed to refer respectively to "Purchase Order," "Vendor," and "Purchaser." Upon request of the Vendor, the Purchaser will furnish the Vendor with copies of the referenced clauses and certifications: All Orders: 52.203-6 Restrictions On Subcontractor Sales To The Government, 52.203-7 Anti-Kickback Procedures, 52.203-12 Limitation On Payments To Influence Certain Federal Transactions, 52.204-2 Security Requirements, 52.209-6 Protecting The Government’s Interest When Subcontracting With Contractors Debarred, Suspended, Or Proposed For Debarment, 52.215-1 Instructions To Offerors - Competitive Acquisition, 52.219-8 Utilization Of Small Business Concerns, 52.222-1 Notice To The Government Of Labor Disputes, 52.222-4 Contract Work Hours And Safety Standards Act - Overtime Compensation, 52.222-21 Prohibition Of Non-Segregated Facilities, 52.222-26 Equal Opportunity, 52.222-35 Affirmative Action For Disabled Veterans And Veterans Of The Vietnam Era, 52.222-36 Affirmative Action For Workers With Disabilities, 52.222-37 Employment Reports On Disabled Veterans And Veterans Of The Vietnam Era, 52.223-3 Hazardous Material Identification And Material Safety Data, 52.227-1 Authorization And Consent, Alternate I, 52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement, 52.227-10 Filing Of Patent Applications - Classified Subject Matter, 52.227-11/12/13 Patent Rights, 52.247-63 Preference For U.S.-Flag Air Carriers, 52.247-64 Preference For Privately-Owned U.S.-Flag Commercial Vessels, 252.203-7001 Special Prohibition On Employment, 252.204-7000 Disclosure Of Information, 252.225-7009/7010 Duty-Free Entry, 252.225-7025 Reporting Of Overseas Subcontracts, 252.227-7013 Rights In Technical Data And Computer Software, 252.227-7018 Restrictive Markings On Technical Data, 252.227-7037 Validation Of Restrictive Markings On Technical Data, Orders Over $2,000: 52.222-6 Davis Bacon Act, 52.222-7 Withholding Of Funds, 52.222-8 Payrolls And Basic Records, 52.222-9 Apprentices And Trainees, 52.222-10 Compliance With Copeland Act Requirements, 52.222-11 Subcontracts (Labor Standards), 52.222-12 Contract Termination-Debarment, 52.222-13 Compliance With Davis-Bacon And Related Act Regulations, 52.222-14 Disputes Concerning Labor Standards, 52.222-15 Certification Of Eligibility, Orders Over $2,500: 52.222-41 Service Contract Act Of 1965 As Amended, Orders Over $25,000: 52.215-2 Audit And Records - Negotiation, Alternate II, 52.215-14 Integrity Of Unit Prices, 52.223-6 Drug Free Workplace Cost Or Pricing Data - Modifications, 52.219-9 Small Business Subcontracting Plan, 52.225-13 Restrictions on Certain Foreign Purchases, 252.227-7034 Patents - Subcontracts, 252.227-7039 Reporting of Subject Inventions, Orders Over $100,000: 52.223-2 Clean Air And Water, 31 U.S.C. 7401 Anti-lobbying, Orders Over $550,000: 52.219-9 Small Business Subcontracting Plan, Orders Over $650,000: 52.215-12/13 Subcontractor Cost or Pricing Data – Modifications.
    
    
21. PROCUREMENTS ISSUED UNDER GOVERNMENT GRANTS: Procurements made with Federal funds are subject to compliance with the standards and requirements as set forth in OMB Circular A-110, Section 48, Contract Provisions, and Appendix A, and OMB Circular A-133, Paragraph 5. All procurement requirements contained in the above referenced Circulars are incorporated herein by reference.

For further information regarding these Terms and Conditions, please contact Paul N. Beyer, Director of Purchasing, or Bruce Schabdach, Assoc. Director of Purchasing.