SECTION 1: DEFINITIONS

The following terms shall have the meaning stated herein:

“District” shall mean Coeur d'Alene School District 271, a political subdivision of the State of Idaho OR “District” shall mean the Board of Trustees of the Coeur d'Alene School District.

“Purchase Order” shall mean the Purchase Order between District and Supplier for the purchase and sale of Goods and/or Services, to which these Standard Purchase Terms are attached or are incorporated by reference.

“Supplier” shall mean the party indicated on the face page of the Purchase Order that is contracting with District for the purchase and sale of Goods and/or Services.

SECTION 2: CONFLICT IN TERMS

If the Supplier proposes or incorporates its own terms and conditions into the procurement which are different from or conflict with District’s Terms and Conditions, District’s terms shall take precedent and apply to the procurement.

SECTION 3: AMENDMENTS

This Purchase Order, including any documents referred to at the face hereof, constitutes the entire agreement between District and Supplier. No modification to this Purchase Order shall be effective unless reduced to writing and executed by District and Supplier. District and Supplier’s rights, duties, and obligations shall bind and inure to the benefit of their respective successors and assigns. Supplier may not assign or subcontract all or any part of this Purchase Order without the prior written consent of District.

SECTION 4: TIME IS OF THE ESSENCE

Time is of the essence on this Purchase Order. If completed deliveries are not made at the time agreed, District reserves the right to cancel or purchase elsewhere and hold Supplier accountable. If delivery dates cannot be met, Supplier agrees to advise District, in writing, of the earliest possible shipping date for acceptance by District.

SECTION 5: DELIVERY

All product deliveries shall be clearly identified with the District’s Purchase Order Number, as applicable, on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. Unless otherwise required, all orders will be shipped directly to location specified by the District, F.O.B. Destination freight prepaid and allowed basis with all transportation, unloading, uncrating, drayage, or other associated delivery and handling charges paid by the Supplier and arrive ready for use. Unless otherwise specified in the Contract, deliveries shall be made to the District’s receiving dock or inside delivery point, such as the School’s reception desk. The Supplier shall deliver all orders and complete installation, if required, within the time specified in the Contract. Time for delivery commences at the time the order is received by the Supplier.

SECTION 6: TITLE & RISK OF LOSS

Title and risk of loss and responsibility and liability for loss or damage will remain with the Supplier until acceptance, when responsibility will pass to the District with the exceptions of latent defects, fraud, and Supplier’s warranty obligations. Such loss, injury, or destruction shall not release the Supplier from any obligation under the Purchase Order.

SECTION 7: TERMINATION FOR CONVENIENCE

The district reserves the right to terminate this Purchase Order for its convenience. In such event, Supplier shall immediately stop all work and observe any instructions from District as to work in process. District shall pay Supplier an equitable amount for work performed prior to termination.

SECTION 8: TERMINATION FOR DEFAULT

The district may, by written notice, terminate this Purchase Order, in whole or in part, for failure of Supplier to fulfil any of the provisions, including failure to deliver as and when specified. If the Purchase Order is terminated, Supplier shall be liable for all damages, including without limitation:

a) Any incremental cost of re-procuring the same or similar goods or services,

b) Shipping charges for any items District may, as its sole option, return to Supplier, including items already delivered, but for which District no longer has any use because of Supplier’s default, and

c) Amounts paid by District for any items District received but returns to the Supplier.

d) Supplier will provide to District a refund of any fees prepaid to Supplier for services not yet rendered, including a prorated refund of any fees for incomplete license periods or other incomplete service periods.

In the event of termination, District shall be liable only for payment in accordance with the payment provisions of this Purchase Order for services performed prior to the effective date of termination.

SECTION 9: INSPECTION, ACCEPTANCE, AND REJECTION

Goods and materials must be properly packaged. Damaged goods and materials will not be accepted, or if the damage is not readily apparent at the time of delivery, the goods shall be returned at no cost to the District. The District reserves the right to inspect the goods at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery. Unless otherwise specified in the Contract:

a) When the Contract does not require installation, acceptance shall occur thirty (30) calendar days after delivery, unless the District has notified the Supplier in writing that the product delivered does not meet the District’s specification requirements.

b) When the Contract requires installation, acceptance shall occur fourteen (14) calendar days after completion of installation, unless the District has notified the Supplier in writing that the products(s) delivered does not meet the District’s specification requirements, that the product is not installed correctly or fails to pass test procedures or programs identified in the Contract.

c) When the Contract requires the delivery of services, acceptance shall occur fourteen (14) calendar days after delivery of the services, unless the District has notified the Supplier in writing that the services do not meet the District’s requirements or otherwise fail to pass the Supplier’s established test procedures or programs, or test procedures or programs identified in the Contract.

d) If the Supplier delivers nonconforming goods, the District may, at its option and at Supplier’s expense: (i) return the item(s) for a full refund; (ii) require Supplier to promptly correct or replace the nonconforming item(s); or (iii) obtain replacement item(s) from another source, subject to Supplier being responsible for any cover costs. A Supplier shall not redeliver corrected or rejected item(s) without first, disclosing the former rejection or requirement for correction; and second, obtaining written consent of the District to redeliver the corrected Item(s). Repair, replacement, and other correction and redelivery shall be subject to the terms of this Contract.

SECTION 10: PRICE & PAYMENT

Unless otherwise provided above, (a) the price includes, and Supplier shall pay, all applicable excise, sales, use, transfer, export, import, or other state or federal taxes, duties and tariffs, all permit and license fees, and all freight, insurance and related shipping costs, arising out of the Purchase Order, and (b) District shall pay Supplier for the Goods and Services within thirty days of receipt of invoice issued no earlier than the date that District approves and accepts the Goods and Services following delivery, and installation if contemplated by this Purchase Order, by Supplier. Receipt of Goods and Services by District shall not constitute approval and acceptance of the Goods and Services.

SECTION 11: WARRANTY

Supplier warrants that all Goods and Services or services furnished under this Purchase Order shall conform to all purchase specifications, shall be merchantable, new, suitable for the uses intended by District, shall conform to all samples, drawings, descriptions, and specifications furnished, and shall be free of liens and encumbrances. The Supplier warrants that any software products provided hereunder shall perform substantially in accordance with applicable specifications. For a period of not less than twelve (12) months from the date that District approves and accepts the Goods and Services, Supplier warrants that the Goods and Services shall be free from all defects in design, workmanship, and material. The above warranties shall not be deemed to exclude Supplier’s standard warranties. Supplier shall extend to District all warranties that Supplier receives from its suppliers. Supplier at its option and expense shall repair or replace any Goods and Services not conforming to this warranty promptly when notified of such nonconformity by District. In the event of Supplier’s failure to repair or replace nonconforming Goods and Services District, after reasonable notice to Supplier, may make such repairs or replacements and charge Supplier for the cost incurred by District in doing so, and Supplier shall refund to District any payments previously made by District to Supplier.

SECTION 12: COMMERCIAL CODE

The provisions of the Uniform Commercial Code as adopted by the State of Idaho, to the extent not modified by this Purchase Order, shall govern the rights and obligations of District as buyer and Supplier as seller.

SECTION 13: SOFTWARE LICENSE

With respect to software products, if any, provided by Supplier, Supplier grants a royalty-free, non-exclusive, license to District to use, copy, operate and process the software products and related documentation for District’s internal business purposes.

SECTION 14: INTELLECTUAL PROPERTY INFRINGEMENT

Supplier shall indemnify and hold harmless District from any claims of infringement of patent, trademark or other intellectual property rights, or unfair competition, arising out of Supplier’s sale of Goods and Services under this Purchase Order.

SECTION 15: NON-APPROPRIATIONS CLAUSE

The terms of any Contract resulting from the solicitation and any Purchase Order issued for multiple years under the Contract are contingent upon sufficient appropriations being approved by District. Notwithstanding any language to the contrary in the solicitation, Purchase Order, or any other Contract document, District may terminate its obligations under the Contract if sufficient appropriations are not approved by District to pay amounts due to Supplier for multiple year contracts. District’s decision as to whether sufficient appropriations are available shall be accepted by the Supplier and shall be final and binding. District will notify the Supplier in writing within (30) thirty days of the non-appropriation.

SECTION 16: CONSEQUENTIAL DAMAGE LIMITATION

Under no circumstances shall District or Supplier be liable to the other for lost income, lost profits, destruction, or impairment of value of business, or other consequential damages, arising out of the sale of Goods and Services contemplated by this Purchase Order.

SECTION 17: FORCE MAJEURE

Neither party shall be liable or deemed to be in default for any Force Majeure delay in shipment or performance occasioned by unforeseeable causes beyond the control and without the fault or negligence of either party, including, but not restricted to, acts of God or the public enemy, fires, floods, epidemics, quarantine, restrictions, strikes, freight embargoes, or unusually severe weather, provided that in all cases the Supplier shall notify the District promptly in writing of any cause for delay and the District concurs that the delay was beyond the control and without the fault or negligence of the Supplier. The period for the performance shall be extended for a period equivalent to the period of the Force Majeure delay.

SECTION 18: NO GRATUITIES

Supplier certifies that it has not offered, provided or promised, and will not provide, any payments, gratuities, gifts, or other property of value to any employee or other representative of District as an inducement or other consideration for District placing this Purchase Order with Supplier.

SECTION 19: SEVERABILITY

If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provision will continue in full force without being impaired or invalidated in any way. District and Supplier agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

SECTION 20: WAIVER

District shall not be deemed to have waived its rights unless such waiver is given in a writing signed by it. Any failure by District to enforce strict performance of any provision of this Purchase Order will not constitute a waiver of District’s right to subsequently enforce such provision or any other provision of this Purchase Order. No prior waiver by either party, or any course of dealing between the parties, shall constitute a waiver of District’s rights as to any future transactions. Whenever the District’s consent is required, the granting of such consent shall not constitute continuing consent to subsequent instances where such consent is required.

SECTION 21: INDEMNIFICATION

A. Supplier’s Indemnification. The Supplier shall be fully liable for the actions of its agents, employees, officers, parties, and sub Suppliers. Supplier shall indemnify, defend, and save harmless the District, its officers, agents, employees, and volunteers from and against any and all liability, demands, debts, liens/lien claims, costs, penalties, assessments, judgments, obligations, claims, damages, losses, expenses, actions, settlements, attorneys’ fees, and suits whatsoever caused by, arising out of, or in connection with Supplier’s acts or omissions under this Contract or Supplier’s failure to comply with any state or federal statute, law, regulation, or rule during performance or applicable to the performance of the Contract.

B. Actions on Tender; Limitations. Upon receipt of the District's tender of indemnity and defense, Supplier shall immediately take all reasonable actions necessary, including, but not limited to, providing a legal defense for the District, to begin fulfilling its obligation to indemnify, defend, and save harmless the District. Supplier's indemnification and defense liabilities described herein shall apply regardless of any allegations that a claim or suit is attributable in whole or in part to any act or omission of the District under the Contract.

SECTION 22: INFRINGEMENT

Supplier shall indemnify and hold the District harmless and shall defend at its own expense any action brought against the District based upon a claim of infringement of a United States’ patent, copyright, trade secret, or trademark for Property purchased under the Contract. Supplier will pay all damages and costs finally awarded and attributable to such claim, but such defense and payments are conditioned on the following: (i) that Supplier shall be notified promptly in writing by the District of any notice of such claim; (ii) that Supplier shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and District may select at its own expense advisory council; and (iii) that the District shall cooperate with Supplier in a reasonable way to facilitate settlement or defense of any claim or suit.

Should the Property become, or in Supplier's opinion be likely to become, the subject of a claim of infringement of a United States’ patent, the Supplier shall, at its option and expense, either procure for the District the right to continue using the Property, to replace or modify the Property so that it becomes non-infringing, or to grant the District a full refund for the purchase price of the Property and accepts its return.

SECTION 23: USE OF THE COEUR D'ALENE PUBLIC SCHOOLS DISTRICT NAME AND LOGO

Supplier shall not, prior to, during, or after performance under the Contract, use the District's name or logo in any advertising or promotional media, including press releases, as a customer or client of Supplier without the prior written consent of the District.

SECTION 24: CERTIFICATION CONCERNING CHINA

Pursuant to Idaho Code § 67-2359, Supplier certifies that it is not currently owned or operated by the government of China/People’s Republic of China. If at any point during the contractual relationship the Company becomes owned or operated by the government of China/People’s Republic of China, the Company has an affirmative obligation to disclose such status change to the District. If at any point during the Contract term(s) with Coeur d'Alene School District, my company can no longer validate this certification, the Contract shall be declared void, and any Contract extension(s) shall not be tendered.

SECTION 25: CERTIFICATION CONCERNING ISRAEL

Pursuant to Idaho Code § 67-2346, Supplier certifies that it is not currently engaged in, and will not for the duration of the Contract engage in, a boycott of goods or services from Israel or territories under its control. The provisions of this section shall not apply to contracts with a total potential value of less than one hundred thousand dollars ($100,000) or to Suppliers with fewer than ten (10) employees.

SECTION 26: CERTIFICATION REGARDING ABORTION

Pursuant to Idaho Code § 18-8703 - 18-8711, NO PUBLIC FUNDS FOR ABORTION ACT, Supplier certifies that it is not currently an abortion provider or an affiliate of an abortion provider and will not, for the duration of this Contract, provide abortions or be an affiliate of an abortion provider.

SECTION 27: GOVERNING LAW

This Contract shall be construed in accordance with and governed by the laws, rules, and regulations of the State of Idaho. All legal action regarding or arising out of the transaction covered herein shall be solely in the State District court in and for Kootenai County, Coeur d'Alene, Idaho. In the event any term of the Contract is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining terms of the contract will remain in force. The unenforceable term shall be deemed modified to be enforceable, or if not subject to modification, then eliminated from the Contract to the extent necessary to permit the remaining provisions of the Contract to be enforced in accordance with the Parties intention. The prevailing party in any litigation shall be entitled to an award of reasonable attorney fees and costs.