Supplier Terms and Conditions
General Supplier Terms
- PRICE – If no price is specified herein, charges shall not exceed the Supplier’s standard price for merchandise of like quality and quantity.
- DISCOUNT – Discount terms must be stated on the invoice. Discounts will be calculated from the date material or the invoice is received whichever is later.
- DELIVERY – The University 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.
- QUANTITY – The University’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 Free On Board (FOB) destination, and the Supplier shall bear all costs for cartage, boxing, or containers as required.
- EARLY DELIVERY – Goods shipped to the University before delivery schedules may be rejected or returned at the Supplier’s expense.
- INVOICING - Please submit your invoice via email to [email protected]. The email subject line MUST include the business name and purchase order number. All invoices must reference the purchase order number, supplier name, and remit to address.
If you wish to send by mail, please send the original invoice the day shipments are made (unless otherwise specified) to:
The Pennsylvania State University
101 Procurement Services Building
University Park, PA 16802-1004
Individual invoices will be issued for each shipment and each order.
- SHIP TO - Please ensure the ship to address reflected on the purchase order and purchase order number are on the packing slip and label.
- IDENTIFICATION –The University's purchase order number must show on all invoices, packing lists, and bills of lading.
- PROTESTS - Any actual or prospective proposer may protest the solicitation or award of a contract for violations of Penn State's procurement policies or of laws and regulations governing Penn State's procurement activities. In order to be considered, all protests must be in writing and filed and received by Penn State not more than five business days following the date of issuance of Penn State's Notice of Intent to Award or Notice of Award with the contact below. Protests received by Penn State after this date will be returned to the sender.
Richard D. Elmore
Chief Procurement Officer, Central Procurement
The Pennsylvania State University
101 Procurement Services Building
University Park, PA 16802-1004
Failure to timely file the bid protest shall constitute grounds for Penn State to deny the bid protest without further consideration of the grounds stated therein.
- RETURN OF UNIVERSITY DATA OR INFORMATION UPON TERMINATION OR EXPIRATION: Upon expiration of a contract or order, or if a contract or order is terminated for any reason, Supplier will (i) deliver to the University, at no additional cost, a current copy of all University data or information in a readily available format, unless the parties mutually agree on a specific format for delivery, and (ii) if requested by the University in writing, completely destroy or erase all other copies of the University's information or data in Supplier's or its agents' possession in any form, including, but not limited to, electronic copies, hard copies, or other memory devices. At the University's request, Supplier shall certify to the University in writing that it destroyed or erased all copies of University data or information and that Supplier shall not make any further use of any of the University information or data.
- ACCEPTANCE – This order, when accepted by the Supplier, shall constitute the entire contract between the buyer and supplier as agreed to and shall not be altered, amended, supplemented, or canceled without the written approval of The Pennsylvania State University (referred to below as the “University”). Either the Supplier’s written acceptance of this order or the shipment of any confirming article or commencement of performance hereunder or acceptance of University's payment, shall constitute acceptance of this contract, and no contrary or additional terms or conditions shall apply. Except as otherwise provided herein, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms and conditions of this order shall be binding unless hereafter made in writing and signed by the authorized parties. Additional or differing terms or conditions proposed by the Supplier in any format or included in Supplier’s acknowledgment hereof shall be deemed a material alteration of this order, are hereby objected to and rejected, and this offer shall be deemed accepted by Supplier without said additional or different terms.
- CHANGES – The University 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.
- ADDITIONS – No extra work, additions, or alterations will be paid for by the University unless performed pursuant to and in accordance with the written order of the University.
- CANCELLATIONS – The University 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. If the Supplier cancels this order for any reason other than the University's uncured material breach following 30 days notice to cure, then University shall be entitled to pro-rated refund of all payments made.
- USE OF TRADEMARKS, SYMBOLS, LOGOS, NAMES - The Supplier agrees it will not use the names, logos, images, or trademarks of the University or any of its employees, including any adaptation of the foregoing, in any print or electronic advertising, promotional, publicity, securities, or sales literature without the express prior written consent of the University's Office of Strategic Communications, in each case.
- FORCE MAJEURE- Should an event occur beyond the reasonable control of University and Supplier (each a “party”), including but not limited to (1) acts of God, (2) government declarations, (3) war, including armed conflict, (4) strikes or labor disputes (except those involving the employees or agents of the party seeking protection of this clause), (5) epidemic or pandemic, (6) disaster, (7) civil disorder, (8) curtailment of transportation services or facilities which would materially affect a party’s performance of any of its contractual obligations hereunder, or (9) any other cause reasonably beyond the parties’ control (collectively referred to as “occurrences”), which make performance of a party hereunder commercially impracticable, illegal, or impossible to fully perform under any agreement or purchase order as the parties originally contracted- the affected party shall give notice within five business days of the occurrence to the other party, stating the period of time the occurrence is expected to continue. The affected party shall use diligent efforts to end the failure or delay in performance and ensure the effects of the occurrence are minimized. The affected party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event the affected party’s failure or delay remains uncured for a period of seven business days following written notice given by it under this provision, either party may terminate the applicable agreement or purchase order upon five business days written notice, without liability. All prepaid fees received by the Supplier shall be returned to the University.
- TERMINATION FOR DEFAULT – a) The University may by notice in writing direct Supplier 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. b) In the event of Supplier's default hereunder, the Buyer may exercise any or all rights accruing to it, both at law including those set forth in Article 2 of the Uniform Commercial Code or in equity. c) Supplier's obligations under the warranty, patent, indemnification, and confidentiality provisions of this purchase order shall survive such termination. d) Supplier shall provide a pro-rated refund of all payments made by the University.
- TERMINATION DUE TO LACK OF FISCAL FUNDING - In the event sufficient funds are not appropriated to the University, or to any one of its departments, to fulfill the requirements of the Agreement, the University may, in its sole discretion, terminate this Agreement, in whole or in part, by giving Supplier written notice thereof. In the event the University terminates the Agreement due to insufficient funds, this Agreement shall terminate on the first day of the University's fiscal year for which the funds are not appropriated.
- WARRANTY AND INSPECTION – 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 University’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.
- SAMPLES – May be requested for inspection and approval prior to manufacture or delivery.
- PATENTS – The Supplier warrants 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.
- INDEMNIFICATION – The Supplier agrees to indemnify and defend the University 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 Supplier, 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 Supplier shall not enter into any settlement without the University's prior consent, which shall not be unreasonable withheld or delayed. This indemnity shall not be limited in any way by a limitation of liability clause or similar in Supplier's agreement.
- INSURANCE – The Seller shall maintain the following insurances:
Standard Insurance Requirements: The Supplier and any Subcontractor thereof, shall, at its own expense, carry and maintain the following insurance during the term of the Agreement, in amounts not less than that specified for each type. A self-insured program may be substituted for an insured program only after such self-insured program is reviewed and approved by the University's Risk Management Office.
Such insurance or self-insurance shall be primary and non-contributory to the University's insurance and self-insurance coverage.
The limits required for the Employers' Liability, Automobile Liability and Commercial General Liability coverages may be satisfied through primary insurance or a combination of primary and umbrella/excess liability insurance as long as the umbrella/excess liability insurance follows the form of the primary coverage.
Failure to procure, carry, and maintain the following insurance or self-insurance shall not relieve the Supplier, and any Subcontractor thereof, of any obligation or liability assumed under the Agreement, nor of any obligation or liability imposed by law.
In no event shall the liability of the Supplier be limited to the extent of any insurance or self-insurance or the minimum limits required herein.
Any self-insured retentions, deductibles, and exclusions in coverage in the insurance required shall be assumed by and at the sole risk of the Supplier.
The Supplier or its insurers must provide 30 days advanced written notice to the University of any cancellation or material reduction in the required insurance or self-insurance programs below.
All insurance policies except the Workers' Compensation must contain a waiver of subrogation against the University.
All insurance coverages (except those that are self-insured and approved by the University) must be written with an insurer licensed to conduct business in Pennsylvania and rated not less than A- by A.M. Best.
In the event the Supplier fails to maintain and keep in force the insurance coverages required, the University shall have the right to immediately terminate the Agreement.
The insurance requirements shall be subject to University review and approval, on an annual basis, during the term of this Agreement.
- Workers Compensation for statutory obligations imposed by workers' compensation and occupational disease laws. Employers Liability insurance shall be provided with limits of not less than $500,000 for each subcategory of coverage.
- Automobile Liability insurance (Bodily Injury Liability and Property Damage Liability) for all owned, leased, hired, non-owned vehicles with limits not less than $500,000 Combined Single Limit.
- Commercial General Liability insurance including coverage for bodily injury, property damage, and personal injury for premises and operations, products and completed operations, and contractual liability arising from all operations, written on an occurrence basis with limits not less than $1,000,000 and which must apply to ongoing operations. Medical Expense coverage must be written with a limit of not less than $10,000 per person. "The Pennsylvania State University" must be named as an additional insured.
- An Insurance Certificate evidencing the above required coverages, limits, primary and non-contributory provisions, the Commercial General Liability additional insured provision, excess following form provisions, and waiver of subrogation provisions, must be provided to the University, with the Certificate Holder as follows:
The Pennsylvania State University
101 Procurement Services Building
University Park, PA 16802
Prior to commencing work, the supplier must provide a certification of insurance, referencing the purchase order number, to the attention of the Central Procurement Buyer.
Additional Insurance Requirements The University may have additional insurance requirements based on the scope of work such as, but not limited to Excess/Umbrella Liability, Professional Liability (Errors & Omissions), Cyber/Privacy/Information Security, Medical Professional, Pollution/Environmental, Sexual Molestation & Abuse, Property). For example, see charter ship/boat, charter bus, and charter airplane.
Professional Liability (Errors & Omissions) insurance if professional services are being provided (by licensed and non-licensed professionals), with limits not less than $1,000,000 per claim, for damages caused by acts, errors, omissions, and negligent acts of Supplier's employees and agents arising from the performance of professional services.
- BANKRUPTCY – In the event of any proceedings in bankruptcy or insolvency by or against the Supplier, or in the event of the appointment (with or without the Supplier’s consent) of an assignee for the benefit of creditors, or of a receiver, the University may cancel this order for default.
- PENNSYLVANIA LAW – Performance of this order and all other matters pertaining thereto shall be governed by the laws of the Commonwealth of Pennsylvania, United State of America, without reference to its conflict of law provisions.
- LEGAL VENUE – 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 Centre, Pennsylvania.
- TAXES – The University is exempt from all Federal Excise Taxes. The Pennsylvania State University is an instrumentality of the Commonwealth of Pennsylvania, and as such, is exempt from the Pennsylvania Sales and Use Tax.
- ACT 45 - SALES TAX APPLICABILITY TO PENN STATE CONSTRUCTION PROJECTS - The Contractor on Penn State construction projects shall pay sales, consumer, use and similar taxes for the work on portions thereof provided by the Contractor which are legally enacted when bids are received, whether or not yet effective or merely scheduled to go into effect.
The Contractor is obligated to pay all Pennsylvania sales tax with the exception of those items for which an exemption might be claimed under Sales and Use Tax Regulation S31.11-S31.16, Act 45.
- RIGHT TO AUDIT - The Supplier is responsible for keeping accurate and reasonable records related to its performance and obligations under this order. In particular, records will be kept documenting any price, cost or budget computations required under the order. The Supplier agrees that the University or its duly authorized representative has the right to audit any directly pertinent books, documents, papers and records related to transactions and/or performance of the terms and conditions of the order. The Supplier shall make available to the University or its agents all such records and documents for audit on the Supplier’s premises during regular and reasonable working hours. The Supplier further agrees to disclose within 90 days of receipt any independent auditors’ reports, which bear directly on the performance or administration of this order.
The right to audit shall include periodic examinations of records throughout the term of the order and for a period of three years after its termination, or longer if required by law. The right to audit shall also apply to agents and subcontractors hired by the Supplier for the purpose of fulfilling the order. Subcontractors retained by the Supplier on a “cost-plus” basis shall electronically submit invoices of incurred costs on a quarterly basis. The University shall recoup the audit costs if the audit detects overcharges that reach or exceed .5 percent of the total order billings. In the event overcharges are detected, Supplier shall repay the University for the costs of the audit and any overcharges by submitting a refund and/or credit to Penn State Central Procurement within 30 days following said audit. The requirements of this provision shall not apply to any portion of an overcharge that is the subject of a good-faith dispute between the University and Supplier.
- BACKGROUND CHECK REQUIREMENTS - POLICY HR99 - Any supplier doing work on Penn State premises, or to represent Penn State at non-Penn State locations, must certify they read Penn State Policy HR99 and have complied with all relevant aspects as found on the following website: https://policy.psu.edu/policies/hr99.
By accepting this purchase order, supplier certifies that all employees, subcontractors, or volunteers who will work on University premises have successfully passed a background check that meet or exceed the University's standards for the type of work being performed as specified in the Penn State policy.
In addition to the background checks, all individuals, including the employees of any subcontractors engaged by your firm to work on awarded project are required to self-disclose criminal arrests and/or convictions as outlined in the Penn State Arrest and Conviction self-disclosure form within a 72 hour period of their occurrence. The self-disclosure form with the listing of convictions that must be reported can be found through a link within Penn State Policy HR99 Background Check Process: https://policy.psu.edu/policies/hr99.
All disclosures from the background checks and self-disclosure requirement are to be reported to the Penn State Office of Human Resources (814/865-6247).
Criminal convictions will be reviewed with respect to the nature and gravity of the offense(s); time since conviction; completion of sentence or any other remediation; relevance to the position for which the employee is engaged; and discrepancies between the background check and what the employee self-reported.
Failure to comply with the background check and self-reporting requirements will be considered a breach of contract and grounds for termination of the awarded contract.
- CHILD ABUSE REPORTING REQUIREMENTS - POLICY AD72 - All University employees, volunteers, and independent contractors who in the course of their business, have reasonable suspicion of child abuse are required to make a report as outlined in Penn State Policy AD72 https://policy.psu.edu/policies/ad72.
- PENNSYLVANIA DEPARTMENT OF AGRICULTURE - ORDER OF QUARANTINE AND TREATMENT; SPOTTED LANTERNFLY which establishes rules for all businesses that may move regulated articles within and from the areas covered by the quarantine including permit requirements, employee training, and inspections. All employees of the business responsible for driving any vehicle or conveyance, or handling, shipping, packaging or loading any regulated article must comply with the quarantine. Details on the PA Bulletin official quarantine order can be found at: https://www.pabulletin.com/secure/data/vol48/48-21/825.html.
As a supplier of materials or services to The Pennsylvania State University, (including its Commonwealth Campuses), suppliers must comply with the following:
- OSHA – Products shall meet, and comply with, the current applicable prescribed standards of the Federal Occupational Safety and Health of Act of 1970, in effect on the date of this order.
- AS AMENDED, EXECUTIVE ORDER #11246 governs Federal Contractors and Pennsylvania Executive Order 1972-1. This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60- 300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities. They also prohibit discrimination against all individuals based on race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. Contractor/subcontractor agrees to comply with all the provisions outlined in 29 CFR Part 471, Appendix A to Subpart A (Executive Order 13496).
- EXECUTIVE ORDER #11246, as amended, states a Federal Contractor with a contract above $50,000 must require each subcontractor with 50 or more employees and a subcontract of $50,000 or more to maintain a written affirmative action plan. Therefore, the University requests assurances that a written affirmative action plan has been prepared.
- EXECUTIVE ORDER #11246, as amended, requires a Federal Contractor to obtain a certificate from all subcontractors with contracts above $10,000 that the subcontractor does not and will not maintain employee facilities in a segregated manner or permit its employees to perform services in a facility under the subcontractor's control where segregated facilities are maintained.
- THE PENNSYLVANIA HUMAN RELATIONS COMMISSION regulations in 16 PA Code, Chapter 49, whereby the contractor shall not discriminate against any applicant for employment because of regard to race, color, religious creed, ancestry, handicap or disability, national origin, age, or sex.
- SECTION 503 VOCATIONAL REHABILITATION ACT (orders over $10,000) relating to the employment of qualified disabled individuals and the applicable rules and regulations (41 CFR 60-741.5(a).
- VIETNAM ERA VETERANS READJUSTMENT ASSISTANCE ACT (VEVRAA) of 1974 for orders over $10,000 as implemented by Department of Labor Regulations, 41 CFR 60-250, requiring Affirmative Action for disabled veterans and veterans of the Vietnam era. For orders of $100,000 or more requiring Affirmative Action for qualified protected veterans, this contractor and subcontractor shall abide by 41 CFR 60-300.5 (a) requirements. This regulation prohibits discrimination against eligible protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance qualified veterans in employment.
- EXECUTIVE ORDER #11625 for orders over $10,000 by other than personal service contractors, regarding Utilization of Minority Business Enterprises.
- EXECUTIVE ORDER #11625 for orders over $100,000 regarding Minority Business Enterprises Subcontracting Program.
- PUBLIC LAW #95-507 for orders over $100,000 regarding Small Businesses and Small Disadvantaged Businesses.
- WITH RESPECT TO PURCHASE ORDERS issued under contracts with the government of the United States, Executive Order #12800, which includes the "Notification of Employee Rights Concerning Payment of Union Dues or Fees, including specifically the provisions of Section 2 (a), (1), (2), and (3), unless otherwise exempted by rules, regulations, or orders of the Secretary of Labor.
- PURCHASE ORDERS ABOVE $150,000 -
- Supplier agrees the University, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives shall, until the expiration of three years after final payment on this purchase order, have access to and the right to examine any pertinent books, documents, papers, and records of such Supplier involving transactions related to this purchase order.
- By submitting a signed proposal or quotation in response to the University's solicitation, Supplier certifies that according to Executive Orders 12549 and 12689 and the implementing rules, it presently is not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency.
- Supplier shall comply with all applicable standards, orders, or regulations issued according to the Clear Air Act (42 USC 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 USC 1251 et seq.). Violations shall be reported to the Regional Office of the Environmental Protection Agency and the appropriate Federal awarding agency.
- Supplier shall comply with the Byrd Anti-Lobbying Amendment (31 USC 1352). By submitting a signed proposal or quotation in response to the University's solicitation, Supplier certifies that Supplier will not and has not used federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Supplier shall also disclose any lobbying with non-federal funds in connection with obtaining any federal award.
- PURCHASE ORDERS above $2,000 for construction or $2,500 for repair - Supplier shall comply with the Copeland "Anti-Kickback" Act (18 USC 674 and 40 USC 276C) as supplemented by Department of Labor regulations (29 CFR part 3, "Contractors and Subcontracts on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").
- WALSH-HEALY PUBLIC CONTRACTS ACT - If this purchase order is for the manufacture or furnishing of materials, supplies, articles, or equipment in an amount which exceeds, or may expect to exceed $10,000 and is otherwise subject to the Walsh-Healy Public Contracts Act as amended (41 US Code 34-35), there are hereby incorporated reference to all representations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representation and stipulations being subject to all applicable rulings and interpretations of the Secretary of Labor.
- SUPPLIERS DEALING WITH MINORS - Any supplier dealing with minors under 18 on Penn State premises or representing Penn State at non-Penn State locations must adhere to Penn State Policy AD39 and comply with all relevant aspects as found on the following website: https://policies.psu.edu/policies/ad39. This includes all employees, subcontractors, and volunteers.
- ADA COMPLIANCE - The Pennsylvania State University is dedicated to ensuring accessibility to programs, services, and activities in accordance with the Americans with Disabilities Act, Title II.
- PRODUCT ACCESSIBILITY - The University is committed to purchasing Information and Communications Technology (ICT) that provides the same programs, benefits, and services to individuals with disabilities that they do to individuals without disabilities, except when it is technically unfeasible to do so.
ICT includes, but is not limited to, the following:
- Telecommunication products
- Information kiosks
- Automated teller machines
- Internet and intranet websites
- Electronic books and electronic book reading systems
- Search engines and databases
- Course management systems
- Classroom technology and multimedia
- Personal response systems ("clickers")
- Office equipment
For Information and Communications Technology (ICT), Supplier must ensure products or services provided under this Agreement conform to the W3C Web Content Accessibility Guidelines, version 2.1 (WCAG 2.1) at conformance levels A and AA and any applicable accessibility standards identified in a fully completed Supplier Accessibility Statement Supplier will provide to the University. To the extent that the Supplier's products or services fail to meet accessibility standards, the Supplier shall describe, by using the Accessibility Roadmap, its plan for Supplier's products or services conformance to the aforementioned accessibility standards. Supplier will support the University in providing equally effective alternate access for non-conforming products or services by providing alternate access workarounds until the product fully conforms to any applicable accessibility standards identified in the Accessibility Roadmap and WCAG 2.1 A and AA.
Supplier agrees to use commercially reasonable efforts to promptly respond to and resolve complaints regarding the accessibility of its products or services. Failure to comply with the terms of this section shall constitute a breach of this Agreement, and the University may terminate this Agreement in its sole discretion. Failure to exercise its termination rights under this section does not constitute a waiver of those rights.
- FERPA - If Supplier receives from or on behalf of the University, or by reason of this order or contract has access to information or data which is protected by the Family Education Rights and Privacy Act, 20 USC Section 1232g, and any regulations promulgated pursuant thereto ("FERPA") (all such University data or information "FERPA Data"), then in addition to these Purchasing Terms and Conditions, the terms and conditions of the University's FERPA Data Addendum or the University's Addendum for Hosting Sensitive Penn State Data shall control Supplier's receipt, access to and/or use of FERPA data.
- SOCIAL RESPONSIBILITY - Fulfilling the mission of The Pennsylvania State University for those we serve requires the highest standards of integrity, responsibility, and respect, and we encourage our suppliers to aspire to those same standards, particularly when on campus or engaging with members of the University community. The University adopted the Global Sullivan Principles of Social Responsibility. We also encourage our suppliers to adopt and follow these principles.
- NON-DISCRIMINATION - During the performance of this contract, the Supplier agrees it will not discriminate against any employee or applicant for employment because of age, race, color, ancestry, national origin, religion, creed, service in the uniformed services (as defined in state and federal law), veteran status, sex, sexual orientation, marital or family status, pregnancy, pregnancy-related conditions, physical or mental disability, gender, perceived gender, gender identity, genetic information or political ideas, or any other basis prohibited by law.
- SUPPLIER CONDUCT - The University is committed to equal access to programs, facilities, admission, and employment for all persons in an environment free of harassment and discrimination. Conduct constituting harassment or discrimination in the University environment, as prohibited by University Policies AD85 and AD91, is subject to corrective action.
- CONFIDENTIAL INFORMATION - "Confidential Information" shall mean any Penn State data, personal data, sound, image, video, or other files, including applications, provided, uploaded, stored, or otherwise accessible by Supplier/Contractor/Subcontractors (each a "Recipient"), which may or may not be unmarked, and other proprietary information which is specifically marked as proprietary or confidential and which is disclosed by Penn State in any form in connection with this contract. "Personal Data" includes, but is not limited to, personal identifiers such as name, address, phone number, date of birth, Social Security Number, and student or personnel identification number; FERPA Data (as defined by 20 USC Section 1232g and the regulations promulgated pursuant thereto); cardholder data; IP address; driver's license number; other state-or-federal identification numbers such as passport, visa or state identity card numbers; account number or credit or debit card number, or an account number or credit card number in combination with any required security code, access code or password that would permit access to an individual's financial account; health information as defined in applicable statutes, laws, and regulations; and such other data and information as may be specified by applicable law as "Personal Data" or the equivalent thereof.
During the term of this contract and indefinitely after the date of termination of this contract, Recipient (a) shall treat as confidential all Confidential Information provided by Penn State, (b) shall not use such Confidential Information except as expressly permitted under the terms of this contract or otherwise previously authorized in writing by Penn State, (c) shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of such Confidential Information, and (d) shall not disclose such Confidential Information to any third Party. Without limiting the foregoing, Recipient shall use at least the same procedures and degree of care to prevent the disclosure of Confidential Information as it uses to prevent the disclosure of its own confidential information of like importance and shall, in any event, use no less than reasonable procedures and a reasonable degree of care.
Upon becoming aware of a security breach in which Penn State Confidential Information is used or disclosed in a manner not covered by the contract or in violation of any applicable state or federal laws, Recipient will report to Penn State any security incident immediately upon being aware of such a breach and take corrective steps to remedy the breach as requested by Penn State. Such report will be made to the Penn State Privacy Office at 227 West Beaver Avenue, Suite 103, State College, PA 16801. Phone (814) 863-3049.
Exceptions: Notwithstanding the above, Recipient shall not have liability with regard to any Confidential Information that: (a) was generally available to the public at the time it was disclosed, or becomes generally available to the public through no fault of the Recipient; (b) was known to the Recipient at the time of disclosure as shown by written records in existence at the time of disclosure; (c) was developed independently by the Recipient prior to the disclosure, as shown by written records in existence prior to the disclosure (d) is disclosed with the prior written approval of Penn State; (e) becomes known to the Recipient from a source other than Penn State without breach of this contract by the Recipient and in a manner which is otherwise not in violation of Penn State's rights; or (f) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Recipient shall provide reasonable advance notice to enable Penn State to seek a protective order or otherwise prevent such disclosure.
- TOBACCO AND SMOKE-FREE CAMPUS - As part of Penn State's strategic priority to enhance health and wellness, the University adopted a tobacco and smoke-free policy across all campuses, for which all faculty, staff, students, and third-party visitors must comply. All relevant aspects of Penn State Policy AD32 can be found on the following website: https://policies.psu.edu/policies/ad32.
- COVID-19: SUPPLIERS OPERATING ON THE PENNSYLVANIA STATE UNIVERSITY - The following COVID-19 provisions apply to the extent that the Company's employees, representatives, or agents will be physically present on any property owned or arranged for use by The Pennsylvania State University ("Penn State" or the "University" ):
Presence at any location where one may interact with other people involves certain unavoidable risks such as exposure to or infection by transmissible diseases, viruses, and other illnesses (including, but not limited to, COVID-19 and its variants). An individual's presence at events or programs hosted by The Pennsylvania State University indicates their acknowledgment of risk and their Agreement to adhere to University policy AD101 regarding mitigating the spread of transmissible illnesses. It is the responsibility of individual visitors to practice basic health, safety, and sanitation measures. The University prohibits the attendance of those symptomatic of any commonly spread transmissible illness. Supplier agrees to communicate these basic principles and expectations to members of its team or group (including employees) who may enter University property.
While acknowledging precautions may or may not be effective in mitigating the spread of COVID-19 and its variants, Company shall require its employees, at a minimum, to comply with such precautions while on University property.
Federal Government Contracts
APPLICABLE WHEN SOLICITATION OR PURCHASE ORDER IS IN SUPPORT OF A FEDERAL GOVERNMENT CONTRACT:
CONSIDERATIONS FOR FEDERALLY FUNDED ORDERS
- System for Award Management (SAM) Registration: Any entity doing business with the University via a federally funded purchase order should be registered in the System for Award Management (SAM).
- Uniform Guidance: All purchases using federal funds shall be in accordance with the procurement requirements of the Uniform Guidance § 200.Subpart D, Sections 200.318-200.326
The following clauses are applicable when solicitation or purchase order is in support of a Federal Government Contract unless indicated otherwise and are hereby incorporated by reference into solicitations and any purchase order with the same force and effect as if set forth in full text. To the extent that an earlier version of any such clause is included in the prime contract or subcontract under which solicitation or purchase order is issued, the date of the clause as it appears in such prime contract or subcontract shall be controlling and said version is incorporated herein. Where necessary to make the context of the Federal Acquisition Regulation (FAR) and Department of Defense Federal Acquisition Regulation Supplement (DFARS) clauses set forth in these General Provisions applicable to this subcontract, the term “Contractor” shall mean “Subcontractor,” “Seller,” or “Vendor”; the term “Contract” or “Subcontract” shall mean “Purchase Order”; the term “Government” shall mean “Buyer” or "Penn State”; and the term “Contracting Officer” shall mean “Buyer’s Purchasing Representative” or “Penn State Contract Buyer.” It is intended that the referenced clauses shall apply to Seller, the legal entity which contracts with Penn State under any solicitation or purchase order, in such manner as is necessary to reflect the position of Seller as a Vendor to Penn State. Buyer and legal entity issuing a solicitation or purchase order; to insure Seller’s obligations to Penn State and to the United States Government; and to enable Penn State to meet its obligations under its prime contract or subcontract.
All of the clauses hereby incorporated by reference may be found in the Federal Acquisition Regulation (FAR) and the DOD Federal Acquisition Regulation Supplement (DFARS). FAR site: FAR | Acquisition.GOV; DFARS site: DFARS |
52.202-1 Definitions (Jun 2020)
52.204-2 Security Requirements (Mar 2021) - ALT I (Apr 1984)
52.204-7 System for Award Management (Oct 2018)
52.204-13 System for Award Management Maintenance (Oct 2018)
52-204-8 Annual Representations and Certifications (Mar 2020)
52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014)
52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Jun 2016)
52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018)
52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020)
52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020)
52.204-26 Covered Telecommunications Equipment or Services-Representation (Oct 2020)
52.211-5 Material Requirement (Aug 2000)
52.211-15 Defense Priority and Allocation Requirements (Apr 2008)
52.215-16 Facilities Capital Cost of Money (June 2003)
52.215-17 Waiver of Facilities Capital Cost of Money (Oct 1997) (applicable when cost of money is not proposed)
52.223-3 Hazardous Material Identification and Material Safety Data (Feb 2021)
52.223-10 Waste Reduction Program (May 2011)
52.223-11 Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016)
52.223-12 Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioner (Jun 2016)
52.223-15 Energy Efficiency in Energy-Consumer Products (May 2020)
52.225-13 Restrictions on Certain Foreign Purchases (Feb 2021)
52.227-10 Filing of Patent Applications – Classified Subject Matter (Dec 2007)
52.232-8 Discount for Prompt Payment (Feb 2002)
52.232-25 Prompt Payment (Jan 2017)
52.233-3 Protest After Award (Aug 1996) - ALT I (June 1985)
52.243-1 Changes – Fixed Price (Aug 1987) - ALT II (Apr 1984)
52.244-6 Subcontracts for Commercial Items (Nov 2020)
52.245-1 Government Property (Jan 2017)
52.245-2 Government Property Installation Operation Services (Apr 2012)
52.249-1 Termination for Convenience of the Government (Fixed Price) (Short Form) (Apr 1984)
52.249-8 Default (Fixed-Price Supply and Service) (Apr 1984)
52.251-1 Government Supply Sources (Apr 2012)
52.253-1 Computer Generated Forms (Jan 1991)
252.203-7002 Requirement to Inform Employees of Whistleblower Rights (Sep 2013)
252.204-7000 Disclosure of Information (Oct 2016)
252.204-7003 Control of Government Personnel Work Product (Apr 1992)
252.204-7007 Alternate A, Annual Representations and Certifications (Nov 2020)
252.204-7008 Compliance with Safeguarding Covered Defense Information Controls (Oct 2016)
252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information (Oct 2016)
252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (Dec 2019)
252.204-7016 Covered Defense Telecommunications Equipment or Services – Representation (Dec 2019)
252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services – Representation (Dec 2019)
252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services (Jan 2021)
252.204-7019 Notice of NIST SP 800-171 DoD Assessment Requirements (Nov 2020)
252.204-7020 NIST SP 800-171 DoD Assessment Requirements (Nov 2020)
252.204-7021 Cybersecurity Maturity Model Certification Requirements (Nov 2020)
252.211-7003 Item Unique Identification and Valuation (Mar 2016)
252.211-7006 Passive Radio Frequency Identification (Dec 2019)
252.215-7013 Supplies and Services Provided by Nontraditional Defense Contractors (Jan 2018)
252.223-7001 Hazard Warning Labels (Dec 1991)
252.223-7002 Safety Precautions for Ammunition and Explosives (May 1994)
252.223-7003 Change in Place of Performance – Ammunition and Explosives (Dec 1991)
252.225-7000 Buy American Act and Balance of Payments Program Certificate – Basic (Nov 2014)
252.225-7001 Buy American Act-Balance of Payments Program – Basic (Dec 2017)
252.225-7002 Qualifying Country Sources as Subcontractors (Dec 2017)
252.225-7007 Prohibition on Acquisition of Certain Items from Communist Chinese Military Companies (Dec 2018)
252.225-7008 Restrictions on Acquisition of Specialty Metals (Mar 2013)
252.225-7009 Restrictions on Acquisition of Certain Articles Containing Specialty Metals (Dec 2019)
252.225-7012 Preference for Certain Domestic Commodities (Dec 2017)
252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (June 2011)
252.225-7060 Prohibition on Certain Procurements from Xinjiang Uyghur Autonomous Region (Jun 2023)
252.227-7013 Rights in Technical Data – Noncommercial Items (Feb 2014)
252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Feb 2014)
252.227-7015 Technical Data – Commercial Items (Feb 2014)
252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions (Jan 2011)
252.227-7019 Validation of Asserted Restrictions – Computer Software (Sep 2016)
252.227-7026 Deferred Delivery of Technical Data or Computer Software (Apr 1988)
252.227-7027 Deferred Ordering of Technical Data or Computer Software (Apr 1988)
252.227-7030 Technical Data – Withholding of Payment (Mar 2000)
252.227-7037 Validation of Restrictive Markings on Technical Data (Sep 2016)
252.227-7039 Patents – Reporting of Subject Inventions (Apr 1990)
252.231-7000 Supplemental Cost Principles (Dec 1991)
252.244-7000 Subcontracts for Commercial Items (Oct 2020)
252-246-7003 Notification of Potential Safety Issues (Jun 2013)
252.246-7007 Contractor Counterfeit Electronic Part Detection and Avoidance System (Aug 2016)
252.246-7008 Sources of Electronic Parts (May 2018)
252.251-7000 Ordering from Government Supply Sources (Aug 2012)
Applicable when price is equal to or greater than $10,000
52.222-3 Convict Labor (Jun 2003)
52.222-18 Certification Regarding Knowledge of Child Labor for Listed End Products (Feb 2021)
52.222-19 Child Labor – Cooperation with Authorities and Remedies (Jan 2020)
52.222-21 Prohibition of Segregated Facilities (Apr 2015)
52.222-22 Previous Contracts & Compliance Reports (Feb 1999)
52.222-25 Affirmative Action Compliance (Apr 1984)
52.222-26 Equal Opportunity (Sep 2016)
52.232-23 Assignment of Claims (May 2014)
52.225-1 Buy American-Supplies (Jan 2021)
52.225-2 Buy American Certificate (Feb 2021)
Applicable when price is equal to or greater than $15,000
52.222-20 Contracts for Materials, Supplies, Articles, and Equipment (Jun 2020)
52.222-36 Equal Opportunity for Workers with Disabilities (Jun 2020)
Applicable when price is equal to or greater than $30,000
52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020)
Applicable when price is equal to or greater than $35,000
52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Jun 2020)
Applicable when price is equal to or greater than $150,000
52.203-7 Anti-Kickback Procedures (Jun 2020)
52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Sep 2007)
52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Jun 2020)
52.222-4 Contract Work Hours and Safety Standards Act – Overtime Compensation (Mar 2018)
52.222-35 Equal Opportunity for Veterans (Jun 2020)
52.222-37 Employment Reports on Veterans (Jun 2020)
252.209-7004 Subcontracting with Firms that are owned or Controlled by the Government of a Terrorist Country (May 2019)
252.247-7023 Transportation of Supplies by Sea (Feb 2019)
Applicable when price is equal to or greater than $182,000
52.225-5 Trade Agreements (Oct 2019)
52.225-6 Trade Agreements Certificate (Feb 2021)
Applicable when price is equal to or greater than $250,000
(SIMPLIFIED ACQUISITION THRESHOLD)
52.203-3 Gratuities (Apr 1984)
52.203-5 Covenant Against Contingent Fees (Mar 2014)
52.203-6 Restrictions on Sub-Contractor Sales to the Government (Jun 2020)
52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (May 2014)
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (May 2014)
52.203-16 Preventing Personal Conflict of Interest (Jun 2020)
52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Jun 2020)
52.215-2 Audit and Records – Negotiation (Jun 2020)
52.215-14 Integrity of Unit Prices (Jun 2020)
52.219-8 Utilization of Small Business Concerns (Oct 2018)
52.222-38 Compliance with Veterans’ Employment Reporting Requirements (Feb 2016)
52.223-6 Drug-Free Workplace (May 2001)
52.232-17 Interest (May 2014)
52.242-13 Bankruptcy (July 1995)
52.244-2 Subcontracts (Jun 2020) Alt I (Jun 2020)
52.244-5 Competition in Subcontracting (Dec 1996)
52.246-2 Inspection of Supplies - Fixed Price (Aug 1996)
52.246-4 Inspection of Services - Fixed Price (Aug 1996)
52.246-24 Limitation of Liability-High Value Items (Feb 1997)
52.249-2 Termination for Convenience of the Government (Fixed Price) (Apr 2012)
252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (Dec 2008)
252.213-7000 Notice to Prospective Suppliers on Use of Supplier Performance Risk System in Past Performance Evaluations (Sep 2019)
252.215-7008 Only One Offer (Jul 2019)
252.223-7004 Drug-Free Work Force (Sep 1988)
252.225-7013 Duty-Free Entry (Apr 2020)
252.242-7004 Material Management and Accounting System (May 2011)
Applicable when price is equal to or greater than $750,000
52.219-9 Small Business Subcontracting Plan (JUN 2020)
52.219-16 Liquidated Damages – Subcontracting Plan (Jan 1999)
52.230-2 Cost Accounting Standards (Jun 2020)
52.230-3 Disclosure and Consistency of Cost Accounting Practices (Jun 2020)
52.230-5 Cost Accounting Standards – Educational Institutions (Jun 2020)
52.230-6 Administration of Cost Accounting Standards (Jun 2010)
252.219-7003 Small Business Subcontracting Plan (DoD Contracts) (Dec 2019)
Applicable when price is equal to or greater than $1,000,000
52.243-7 Notification of Changes (Jan 2017)
Applicable when price is equal to or greater than $1,500,000
252.205-7000 Provision of Information to Cooperative Agreement Holders (Dec 1991)
Applicable when price is equal to or greater than $2,000,000
252.215-7002 Cost Estimating System Requirements (Dec 2012)
252.215-7010 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data (Jul 2019)
52.215-10 Price Reduction for Defective Cost or Pricing Data (Aug 2011)
52.215-12 Subcontractor Certified Cost or Pricing Data (Jun 2020)
52.215-13 Subcontractor Certified Cost or Pricing Data – Modifications (Jun 2020)
52.215-15 Pension Adjustments and Asset Revisions (Oct 2010)
52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) other than Pensions (PRB) (Jul 2005)
52.215-19 Notification of Ownership Changes (Oct 1997)
52.215-20 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data (Oct 2010)
52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing DataModifications (Jun 2020)
Applicable when price is equal to or greater than $6,000,000
52.203-13 Contractor Code of Business Ethics and Conduct (Jun 2020)
52.203-14 Display of Hotline Poster(s) (Jun 2020)
Revised April 8, 2022