Standard Terms for Purchases
GENERAL TERMS & CONDITIONS AND INSTRUCTIONS FOR PURCHASES
Unless otherwise specifically provided by separate written agreement signed by Loyola University of Chicago, these terms and conditions shall govern with respect to the Goods and/or Services (as such terms are defined below) identified in Purchase Orders or Procurement Card transactions (the "Order" or “Release”) and incorporated therein by reference.
1. DEFINITIONS: Wherever used throughout the Order/Release, the term(s):
a) "Buyer," the "University," or "Loyola University" shall each mean Loyola University of Chicago;
b) "Goods" shall mean all goods, equipment, materials or other articles which are the subject of the University's Order/Release;
c) "Seller" shall mean the firm (individual person and/or entity) supplying the Goods and/or Services (as defined herein) to the University.
d) "Services" shall mean the service or services to be provided or tangible material produced or delivered in connection with the performance of the services as specified in the University's Order/Release.
e) "University Authorized Representative" shall mean the University Buyer as set forth on the face of the Order or the Procurement Card.
2. ADDITIONAL/DIFFERENT TERMS:
a) If the Order/Release has been issued by the University in response to an offer by Seller, and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of the Order/Release by the University shall constitute an acceptance of such offer, subject to the express condition that the Seller accept such additional and different terms herein and acknowledge that the Order/Release shall prevail with respect to the subject matter of any such offer.
b) The University hereby gives notice of its objection to any different or additional terms (including any general terms which Seller may have incorporated in any of Seller's documents) provided to the University in connection with the Order/Release. No such additional or different terms or conditions contained in any printed form of Seller shall become part of the Order/Release and any Goods and/or Services provided hereunder, unless the University specifically assents in writing to their inclusion herein.
c) This Order/Release expressly limits acceptance to the terms herein and the University hereby objects to any different or additional terms contained in any response to this Order/Release.
3. MODIFICATIONS: An Order/Release is valid only as written. The terms and conditions of the Order/Release may be modified only by written instrument executed by a University Authorized Representative. Any handwritten changes on an Order/Release shall be ignored and have no legal effect unless initialed by authorized representatives of both parties.
4. OBJECTIONS: Seller shall be deemed to have accepted the terms and conditions of this Agreement unless Seller notifies University to the contrary in writing delivered to the University by an Authorized Representative within ten (10) days of the date of the Order/Release. Such notification shall state the specific provisions of these terms and conditions to which Seller objects.
5. ACCEPTANCE: The Order/Release shall be deemed to have been accepted on the earlier of:
a) Seller's making or signing any other form or acknowledgment (except that no additional or different terms and condition thereon shall apply except as otherwise permitted herein);
b) ten (10) business days after Seller's receipt of the Order/Release so long as there is no written notification of non-acceptance by the Seller as specified in Paragraph 4 above;
c) the shipment by Seller of any goods (or lots thereof) identified on the Order/Release;
d) the furnishing or commencement of any Services called for on the Order/Release;
e) the acceptance by Seller of any payment associated with the Order/Release; or
f) any other conduct by Seller that recognizes the existence of a contract pertaining to the subject matter hereof.
a) Prior to Seller's acceptance of an Order/Release, the University shall have the right to revoke or withdraw such Order/Release, in whole or in part, without liability to the University by giving written notice as provided herein to Seller.
b) The University may, for its convenience, cancel an Order/Release, in whole or in part, at any time as to all or any portion of the Goods then not shipped or Services then not performed, by giving written notice of such termination to Seller. Seller shall immediately stop all work and/or shipment of Goods thereunder and cause its suppliers and/or subcontractors to cease their work against the Order/Release and take any necessary action to protect property in Seller’s possession in which the University has or may acquire an interest. Seller shall be paid an amount equal to the pro rata percentage of the Order/Release price reflecting the percentage of work performed prior to notice of termination plus actual direct costs resulting from the termination. Seller shall not be paid for work performed after receipt of notice of termination nor for any costs incurred by Seller's suppliers and/or subcontractors which Seller could reasonably have avoided. Any termination claim for adjustment thereunder must be asserted within thirty (30) days after the date of Seller's receipt of notice of termination. In no event shall the amount to be paid by the University in connection with such termination exceed the price of the Order/Release. No termination for convenience shall relieve Seller or University of any of its obligations as to any Goods or Services delivered thereunder prior to any such termination.
The University may, from time to time, unilaterally order work suspension, or make changes within the general scope of the Order/Release, including quantities ordered or any other term or condition of the Order/Release, or in drawings, designs, specifications, statements of work, place of delivery, methods of shipment and packaging, and services furnished by the University. If any such change causes an increase or decrease in the price of the Order/Release or in the time required for its performance, Seller shall promptly notify the University thereof and assert its claim for adjustment within ten (10) business days after the change is ordered, and an equitable adjustment shall be negotiated. Seller's failure to advise the University in writing within the ten (10) days of the effect of any change shall constitute Seller's consent to conform to the change on the terms and conditions specified by the University. Where the cost of property made obsolete or excess as a result of a change is included in Seller's claim for adjustment, the University shall have the right to prescribe the manner of disposition of such property. Information, advice, approvals, or instructions by the University's technical personnel or other representatives of the University shall be deemed expressions of personal opinions only and shall not affect the parties' rights and obligations hereunder unless it satisfies the requirements of a modification as set forth in Paragraph 3 above.
8. WARRANTIES: In additional to all warranties which may be prescribed by law, Seller expressly warrants that:
a) all Goods furnished hereunder shall be new and unused (unless otherwise specified or agreed to in the Order/Release);
b) all Goods and Services furnished hereunder shall conform to all requirements, drawings, specifications, other descriptions and appropriate standards;
c) all Goods and Services shall be free from defects, including, where applicable and without limitation, defects in material, workmanship and title. In addition, to the extent that the Goods and Services are not rendered pursuant to detailed designs or instructions furnished by University, the Goods and Services shall be free from defects in design;
d) all Goods and Services furnished hereunder shall be merchantable within the meaning of Section 2-314(2) of the Uniform Commercial Code in effect on the date of the Order/Release, and will be safe and appropriate for the purposes for which Goods and Services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which the University intends to use the Goods or Services, Seller also warrants that such Goods and Services will be fit for such particular purpose;
e) all Goods and Services furnished will conform in all respects to samples, advertisements and other forms of representation made to the University regarding the Goods or Services purchased;
f) in connection with Services or technical data to be provided by Seller hereunder, such Services and/or technical
data shall be performed or prepared in a professional and workmanlike manner; and
g) in performance of the Order/Release, Seller shall comply, and all Goods or Services furnished thereunder shall be produced or furnished in full and complete compliance, with all applicable federal, state and local laws, rules, ordinances and regulations.
Seller also warrants that to the extent the Goods are not manufactured pursuant to detailed designs furnished by the University, that they will be free from defects in design. All warranties described herein and warranties prescribed by law shall run to the University, its successors, assigns, and customers and to users of the Goods or Services, for a period of one (1) year after delivery or for such longer period as may be allowed by law.
These warranties are in addition to warranties offered by Seller and any manufacturer and shall not be construed as restricting or limiting any warranties of Seller or such manufacturer, expressed or implied, which are provided or exist by operation of law. Inspection, test, acceptance or use of the Goods or Services furnished hereunder shall not affect Seller's obligations under this Paragraph 8, and such obligations shall survive inspection, test, acceptance and use.
9. INSPECTION: The University reserves the right to inspect the work and activities of the Seller and its suppliers and subcontractors, with advanced written notice, at all reasonable times and places before, during and after delivery of the Goods and/or Services. All materials or services are subject to final inspection and acceptance by the University at destination, not withstanding any prior payments or inspections by the University. Such final inspection shall take place within thirty (30) days from the date of delivery, installation or completion of Services, whichever is latest. The University reserves the right to reject and refuse acceptance of any or all portions of the Goods and/or Services which are nonconforming or defective. In addition to other remedies which may be available at law or in equity, the University, at its option, may return to Seller any nonconforming or defective Goods and/or Services at Seller's expense
a) for a credit or refund, or
b) for correction or replacement. In the event of failure of Seller to correct defects in or replace nonconforming Goods or Services within ten (10) business days, the University may without prejudice to any other remedy it may have, make such corrections or replace such Goods and Services and charge Seller with the actual cost incurred by the University in doing so. If University elects to accept nonconforming or defective Goods and Services, University, in addition to its other remedies, shall be entitled to deduct a reasonable amount from the price thereof to compensate the University for the Non-conformity or defect.
10. TITLE AND RISK OF LOSS: With respect to any Goods provided under an Order/Release, title and risk of loss shall not pass to the University until such Goods have been received, inspected and accepted by University in accordance with the terms and conditions set forth in these terms and conditions. Seller assumes full responsibility for packing, crating, marking, transporting, and liability for loss or damage in transit, notwithstanding any agreement in an Order/Release by the University to pay freight, express or other transportation charges.
11. COMPLIANCE WITH DELIVERY SCHEDULE: Wherever the Order/Release sets a date or time for the delivery of Goods and/or Services, time is of the essence. Seller, at its own expense, shall exert every reasonable commercial effort including, but not limited to, overtime or expedited routing to meet the specified delivery schedule. The University reserves the right to refuse any Goods or Services and to cancel all or any part of the Order/Release if Seller fails to deliver all or any part of the Goods or Services in accordance with the terms and conditions of the Order/Release or these terms and conditions. If upon receipt of the Order/Release or at any time thereafter it is found that the Goods and/or Services cannot be delivered within the time specified in the Order/Release, written notice thereof must be given immediately to the University Authorized Buyer as provided herein, as to the reason(s) for the delay along with the anticipated date of delivery. Any notice to the University as to possible delay shall not constitute a waiver of the University's rights under these terms and conditions, nor shall such actions in any way affect the responsibility of Seller to deliver Goods or perform specified Services in accordance with the delivery schedule prescribed by the Order/Release.
12. RIGHT TO ASSURANCE: Whenever one party under an Order/Release acting in good faith has reason to question the other party's intent to perform, that party may demand in writing that the other party give written assurance of such party's intent to perform. In the event that a written demand is made and no assurance given within five (5) business days of receipt thereof, the demanding party may treat such failure as an anticipatory repudiation of the contract formed by the Order/Release.
13. TERMINATION FOR DEFAULT: The University may, without prejudice to any claims for damages or any other rights or remedies of University against Seller provided by law or equity, by written notice to Seller, and allowing Seller reasonable opportunity to remedy issues identified in part b) below, terminate an Order/Release in whole or in part if:
a) Seller has been declared bankrupt, makes an assignment for the benefit of creditors or is in receivership; or
b) Seller fails to comply with any of these terms and conditions, including, without limitation, late delivery or performance, the delivery of defective or nonconforming Goods or Services, or the failure to provide the University with reasonable assurances of future performance.
In the event of termination for default pursuant to this Paragraph 13, the University shall not be liable to Seller for any amount, and Seller shall be liable to University for any and all reasonable losses, damages and expenses (including costs of cover) sustained by reason of the default and subsequent termination of the Order/Release. If a determination is made that the University improperly terminated an Order/Release pursuant to this Paragraph 13, then such termination shall be deemed to have been for the University's convenience as permitted pursuant to Paragraph 6(b) above.
14. FORCE MAJEURE: Neither party shall be held responsible for delay or default under these terms and conditions or an Order/Release or any losses relating thereto if the fulfillment of any terms or provisions of these terms and conditions or an Order/Release is delayed or prevented by any cause which is beyond a party's reasonable control. Such causes may include, but are not restricted to, acts of God or of a public enemy, acts of a government in either its sovereign or contractual capacity, terrorism, fires, floods, epidemics, quarantine restrictions, strikes and freight embargoes; but in every case the failure to perform must be without the fault or negligence of the claiming party.
15. PRICE WARRANTY: Seller warrants that the price(s) charged for the articles or services sold to the University hereunder are not less favorable than those extended to any similar customer for the same Goods or Services in similar quantities or scope of work on similar conditions subsequent to the last general announced price change. In the event Seller reduces its price(s) for such Goods or Services during the term of an Order/Release, Seller agrees to reduce the prices thereof accordingly effective as of the date of such price reduction. Seller warrants that prices shown on the Order/Release shall be complete, and no additional charges of any type shall be added without the University's express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, and crating. In the event Seller breaches this price warranty, the prices of the Goods or Services shall be reduced accordingly retroactively to the date of such breach. Cash discounts (if any) must be in writing.
16. PAYMENT TERMS: Payment is generally made by the University within thirty (30) days upon Seller's presentation of an invoice for Goods delivered or Services rendered pursuant to an Order/Release. Notwithstanding the foregoing, payment shall not be due until the later of:
a) thirty (30) days from the date the invoice is received at the address indicated in the "Bill To" field on the face of an Order/Release, or
b) from the date the Goods are delivered to the destination specified in the "Ship To" field on the face of an Order/Release or Services shall have been completed. If payment is not made by the University within forty-five (45) days, Seller may assess overdue account charge at a maximum interest rate of one percent (1%) per month on the unpaid balance. If the University is entitled to a cash discount, the period of computation shall commence on the date the entire Order/Release is delivered or the date the invoice is received, whichever is later. The University may withhold payment in whole or in part for Goods or Services found by the University to be defective, untimely, or otherwise not conforming to the Order/Release. All amounts due and payable by the University to Seller shall be subject to deduction or setoff by the University by reason of any claims the University may have against Seller whether arising out of the Order/Release or any other transaction with the University.
17. AUDIT AND RETENTION OF RECORDS: The University, or its authorized third party auditor, shall have the right to inspect and copy such books, records, and documents (in whatever medium they exist) as well as all applicable accounting procedures and practices of Seller, its agents, suppliers and subcontractors to verify Seller's performance and all prices/expenses submitted pursuant to the terms of the Order/Release and/or investigate all elements of any termination claim. Seller shall make such items available for inspection at Seller's place of business. All such items shall be retained by Seller for a minimum of three (3) years after the delivery of the Goods and/or Services.
18. PROPRIETARY INFORMATION AND DISCLOSURE: Seller agrees that any information disclosed by the University to Seller for the purpose of an Order/Release shall be used only in the performance of such Order/Release. Seller will keep the information confidential, will not disclose it to any third party, except as authorized by the University, and will only disclose it to those within its organization who need to use it in performance of the Order/Release. Upon completion or termination of the Order/Release, Seller shall return all such information to the University, or make such other disposition thereof as may be directed or approved by the University. No item furnished under the Order/Release, or tools, plans, drawings, designs, or specifications or other descriptions for producing the same, which have been specifically designed for or by the University, shall be duplicated or used by Seller. Seller agrees that it will not, without prior written approval of the University, publicize the Order/Release or disclose, confirm or deny any details thereof to third parties, or use the University's name in connection with Seller's sales promotion or publicity without prior written approval from the University. Nothing in this provision shall restrict Seller's right to use or disclose any information which is or becomes generally known to the public without breach of this provision by Seller, or is rightfully obtained without restriction from other sources.
19. PROPERTY RIGHTS: All materials, tools, plans, designs, specifications, equipment, and other property either furnished by the University to Seller or individually paid for by the University, shall remain the property of the University, but the Seller assumes the risks of, and shall be responsible for, any loss thereof or damage thereto, until returned in good order to the University. Such property shall, at all times, be safely stored and properly maintained by Seller. Seller, in accordance with the provisions of an Order/Release, but in any event upon completion thereof, shall return such property to the University or to any other person as the University may direct, in the condition in which it was received, manufactured or procured by Seller except for reasonable wear and tear and except to the extent that such property has been incorporated in the items delivered or has been reasonably consumed in performance of work under an Order/Release.
20. RIGHTS IN DATA OR OTHER INTELLECTUAL PROPERTY: Unless otherwise agreed in writing, Seller agrees:
a) that any computer program, software, documentation, copyrightable work, discoveries, inventions or improvements (hereinafter identified as the “Works”), designed and paid for by the University, but developed by Seller resulting from any performance pursuant to the Order/Release, are the property of the University, and
b) to assign all rights therein to the University. Seller further agrees to provide the University with any assistance which the University may require to obtain patents or copyright registrations, including the execution of any documents submitted by the University. To the extent the Works are not manufactured or provided in accordance with the University’s designs, Seller shall indemnify and hold the University, its successors, assigns, customers and users of its products, harmless for any claimed infringement of any United States patent, trade name, trademark, or copyright, with respect to the Goods and Seller shall defend the same, including any legal action thereon at its own expense, including reasonable attorney’s fees. The University shall promptly notify Seller of such claimed infringement.
21. INDEMNIFICATION: The Seller shall defend, indemnify and hold harmless the University, its officers, employees, trustees, students, agents and representatives from and against any and all demands, claims, damages, liabilities, expenses, losses of every nature and kind, including, but not limited to, attorney's fees and costs, sustained or alleged to have been sustained in connection with or arising out of the performance of work under any Order/Release by the Seller, its agents, employees, subcontractors and consultants, save and except for liability as may result from the sole negligence or willful misconduct of the University Such indemnification shall extend to reasonable incidental and consequential damages and shall survive the termination or cancellation of any Order/Release or any part thereof.
22. INSURANCE: Unless more specific insurance provisions are incorporated within an Order/Release, Seller shall procure and maintain during the term of this Agreement, at its own expense, and from an insurance company duly authorized to do business in Illinois and having a minimum A.M. Best rating of A-/VII, the below listed insurance coverage. Loyola University shall be named as an additional insured on Automobile and General Liability policies. Certificates of Insurance are to be sent/emailed/faxed to each of the following:
|Loyola University of Chicago
820 N. Michigan Avenue
Chicago, IL 60611
Attn: Sam Perry
|Loyola University of Chicago
820 N. Michigan Avenue
Chicago, IL 60611
Attn: Shauna Conley
a. Commercial General Liability Insurance with a limit of not less than $1 million per occurrence/$2 million aggregate, including bodily injury, property damage, products liability and completed operations.
b. Automobile Liability Insurance with limits of not less than $1million bodily injury and property damage per occurrence. Coverage shall include owned, non-owned and hired vehicles.
c. Worker's Compensation Insurance, if required by applicable law, at statutory limits to cover the supplier’s employees, and Employers’ Liability Insurance in the minimum amount of $1 million per accident, $1 million per disease/each employee and $1 million per disease policy limit.
d. Umbrella Liability Insurance with a minimum $5 million limit, covering the General Liability, Automobile Liability and Employers’ Liability Insurance policies.
e. If Services are being rendered, Professional Liability Insurance for errors and omissions with a minimum limit of $2 million per claim/$2 million aggregate.
23. ETHICAL STANDARDS OF CONDUCT: Seller hereby represents that it has neither received or given gifts or gratuities to any member of the University community, nor participated in any other unethical conduct in connection with any Order/Release. Seller recognizes that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the buyer. As such, Seller hereby assigns to the University, as the buyer of Goods and/or Services under an Order/Release, any and all claims for such overcharges as to the Goods and/or Services purchased in connection with such Order/Release.
24. FEDERAL AGENCY REGULATIONS: If an Order/Release indicates on its face that it is placed under a United States Government Contract or Grant, then the Order/Release is subject to all applicable requirements of 2 CFR § 215 "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations," Grant General Conditions (GC-1) 01/09, Federal Acquisition Regulations (FAR), and Defense Department Supplement to the Federal Acquisition Regulations (DFARs), each being incorporated therein by reference with the same effect as if they were fully set forth.
25. ASSIGNMENTS AND SUBCONTRACTING: Neither an Order/Release nor any interest therein nor claim thereunder may be assigned or delegated by Seller; nor may all or substantially all of an Order/Release be further subcontracted by Seller without the prior written consent of the University. Notwithstanding the above, Seller may, without the University's consent, assign monies due or to become due thereunder, provided that the University shall continue to have the right to exercise any and all of its rights thereunder, settle any and all claims arising out of, and enter into amendments to such Order/Release, without notice to or consent of the assignee. The University shall be given notice of any assignment and all invoices shall refer to the assignment. If any Goods are to be made to University’s design or Services or modifications are to be provided with respect to property owned by University, the University, at its option, may require Seller to furnish waivers of lien or Contractors affidavits as necessary to protect the University’s interest in the subject property.
a) Any Order/Release, including all attachments or any documents incorporated therein by reference, constitutes the complete and entire agreement by and between the University and Seller and supersedes all prior representations, understandings, and communications relating hereto. If an Order/Release was made pursuant to a Request for Proposal ("RFP"), Request for Quotation ("RFQ"), or Request for Bid ("RFB"), the following order of precedence shall apply:
1) these terms and conditions and any Order/Release thereunder;
2) the University's RFP, RFQ, or RFB; and
3) Seller's response to University's RFP, RFQ, or RFB.
b) The invalidity in whole or in part of any provision of these terms and conditions, or an Order/Release thereunder, shall not affect the validity of other provisions.
c) The University's failure to insist, in any one or more instances, upon the performance of any term under an Order/Release or these terms and conditions, shall not be construed as a waiver or relinquishment of the University's right to such performance or to future performance of such a term or terms, and Seller's obligation in respect thereto shall continue in full force and effect.
d) The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to any Order/Release or to any contract or Order/Release made pursuant to or in conjunction with these terms and conditions. All Orders/Releases shall be governed by the laws of the State of Illinois. The parties submit to the jurisdiction of any court (state or federal) sitting in Cook County, Illinois, for purposes of any lawsuit concerning an Order/Release or these terms and conditions, and agree that they will not seek to have the lawsuit removed or transferred to any other forum.
e) Except as otherwise provided in an Order/Release, all notices, requests and other communications that a party is required or elects to deliver shall be in writing and shall be delivered personally, or by facsimile or electronic mail (provided such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requested, to the other party at its address set forth on the face of the Order/Release.
f) In addition to any other terms in an Order/Release, the Order/Release expressly includes all implied warranties and all of the Buyer’s remedies set forth in the Uniform Commercial Code. In the event of any dispute between the parties, such dispute will be settled exclusively in accordance with Section 26(d) hereof. The terms of an Order/Release and these General Terms & Conditions and Instructions for Purchases are the sole and exclusive terms on which the University agrees to be bound.
DELIVERY: Delivery is to be made only to the destination stated in the Order/Release and must be made between 8:30 A.M. and 4:00 P.M., Monday through Friday, Central time, legal and University holidays excluded, unless otherwise stated on the face of the Order/Release. The quantity term set forth in the Order/Release shall be complied with strictly as stated. Seller is responsible for maintaining and providing proof of delivery.
FREIGHT: The University's freight terms are F.O.B. Destination, Freight Prepaid and Allowed. If shipment is indicated on the Order/Release as F.O.B. Seller's plant, the Seller will prepay the freight charges and, if mutually agreed to, add them to the invoice. Separate freight invoices will not be accepted. Freight charges of $25 and over require supporting receipt for reimbursement. Collect shipments will be returned at Seller's expense.
SHIPPING INSURANCE: Unless otherwise instructed on the face of an Order/Release, Seller shall not declare any value for carriage or insurance. If not directed otherwise, shipments shall be released to minimum value of governing classification or tariff, or insured for minimum value for traceability. No shipment exceeding $10,000 shall be sent Parcel Post. No shipment exceeding $50,000 shall be sent via courier service. Seller will provide advance notice to the University of shipments exceeding $50,000.
P.O. NUMBER(S): When applicable, the University's Purchase Order/Release Number must appear on all invoices, shipping documents and labels.
PACKING, PACKAGING AND PACKING SHEETS: Seller shall use best commercial practice and in accordance with the University’s instructions for packing, packaging and shipping of items to be delivered under an Order/Release, unless otherwise specified herein so as to insure that no damage shall result from weather or transport. Seller is to provide two (2) copies of each packing sheet with the shipment. For purchasing card transactions, the name of the cardholder must appear on the packing slip.
HAZARDOUS MATERIAL, PACKING, LABELING AND SHIPPING: Seller shall: a) package, label, transport and ship hazardous material, items containing hazardous materials, and any other regulated materials, in accordance with all applicable federal, state, and local laws, rules, ordinances and regulations, and b) furnish any appropriate Material Safety Data Sheets. Seller, prior to each hazardous or regulated material shipment, shall notify the University of: a) every article ordered or supplied under the Order/Release or stored or to be used by Seller on University property that contains hazardous materials or any other regulated materials for which the law requires a Material Safety Data Sheet, and b) its nature and shipment data by such means of communication as will allow for the proper preparation for acceptance of delivery by the carrier of the material and shall identify same on all shipping documents.
INVOICES: Seller shall render invoices as instructed on the face of the Order/Release immediately upon delivery or completion of Order/Release.
REFUNDS: Seller will make a prompt cash refund to the University of all payments received for goods properly rejected by the University, and for any material not received but paid for.
TAXES: The University is exempt from the payment of the Illinois Retailers’ Occupation tax and other state sales and use taxes on most transactions. The University shall establish the tax status on the Order/Release or contract document. All invoices should be net of such taxes.