Terms & Conditions

Purchasing Terms & Conditions

1. This purchase made by the Rector and Visitors of the University of Virginia (the University), an agency of the Commonwealth of Virginia, is governed in all respects by the laws of the Commonwealth of Virginia, and any vendor, supplier, contractor, or firm (as such terms may be used) providing goods or services to the University assures the Commonwealth it is conforming with the provisions found in applicable Virginia law. This purchase is also subject to the provisions of the "Commonwealth of Virginia Purchasing Manual for Institutions of Higher Education and Their Vendors", and the University's Procedure for Resolution of Contractual Claims.

2. Sales to the University are normally exempt from State taxes. Invoices resulting from this purchase will be free of Federal excise and transportation taxes. The Commonwealth's excise tax exemption registration number is 54-6001796. State sales and use tax certificate of exemption form ST-12 may be specifically issued upon request.

3. By accepting and performing this order, the supplier agrees that the price(s) include(s) shipping FOB destination unless otherwise stated in the order.

4. Goods delivered or services rendered must be strictly in accordance with the order placed and cannot deviate in any way from the terms, conditions or specifications of this order without the prior approval of the University. Equipment, materials, or supplies delivered on this order are subject to inspection and test upon receipt. If rejected, goods remain the property of the supplier.

5. The supplier must provide a current Material Safety Data Sheet (MSDS) on each delivered product containing any substance defined or described by United States Federal Hazard Communication Standard 1910.1200. MSDS's should be sent to the Department of Environmental Health and Safety, University of Virginia, P.O. Box 400322 Charlottesville, VA 22904-4322.

6. If the supplier is providing any items, data or services under this order that are controlled by the Department of State, Directorate of Defense Trade Controls, International Traffic in Arms Regulations (ITAR), it must notify (by sending an email to [email protected]), and receive prior written authorization from, the University’s Office of Export Controls before delivery.  The notification provided by the supplier shall include the name of the University of Virginia point of contact, identify each ITAR controlled commodity, provide the associated U.S. Munitions List (USML) category number(s), and indicate whether or not the determination was reached as a result of a commodity jurisdiction or self-classification process.  The supplier agrees that if it fails to notify the University that it is providing ITAR-controlled items, data or services, it shall reimburse the University for any fines, legal costs, and other fees imposed by the above-named regulatory agency for any violation of export controls regarding the provided items, data or services.

7. The University’s standard payment terms are NET 45, unless otherwise negotiated by the University or University’s banking services provider.   The University will compute payment from the date of delivery of goods at destination after final inspection and acceptance, from the date of completion of services or the date the correct invoice is received, whichever is later, or as may be agreed between the University and the supplier.

8. To receive payment, a valid University of Virginia Purchase Order number must be shown on all invoices and shipments associated with a Purchase Order. Payment will not be made until an authorized agent of the supplier has registered with the University of Virginia.

9. If eVA-registered, the supplier agrees, by accepting and performing this order, that it is subject to an eVA Transaction Fee based on the face amount of the order, for which the supplier will be invoiced by the Commonwealth of Virginia, Department of General Services. The supplier may not recoup the eVA fee by invoicing the University for the fee. Additional information about eVA is available at https://eva.virginia.gov.

10. The University will own all rights, title and interest in any and all intellectual property rights created in the performance from this purchase and the supplier will execute any assignments or other documents needed for the University to perfect such rights, provided that, for research collaboration pursuant to subcontracts under sponsored research agreements administered by the University's Office of Sponsored Programs, intellectual property rights will be governed by the terms of the grant or contract to the University to the extent such grant or contract requires intellectual property terms to apply to subcontractors.

11. The following provisions apply to a contract made under a federal grant: Appendix II to Part 200 - Contract Provisions for non-Federal Entity Contracts Under Federal Awards.

12. Sensitive, non-public “University Data” is strictly regulated by state or federal law. Such data includes but is not limited to: business, administrative and financial data, intellectual property, and patient, student and personnel data. If the supplier providing goods or services to the University will receive, create, or come into non-incidental contact with University Data, the supplier agrees to abide by the terms and conditions of the Data Protection Addendum. The Data Protection Addendum may be updated from time to time and it is the supplier’s obligation to review the Data Protection Addendum in effect at the time of its provision of goods or services to the University. Further, if the supplier providing goods or services to the University will receive, create, or come into non-incidental contact with patient or UVa health plan participant Protected Health Information as that term is defined in 45 C.F.R. § 160.103, the supplier is a Business Associate, and agrees to abide by the terms and conditions of the Business Associate Addendum in addition to the Data Protection Addendum.

13. Brand Standards: Any Creative Work produced for the University (1) will comply with the University’s brand standards and (2) in its end application, will fit the visual look and feel of the overall brand aesthetic, brand concept, color palette, visual effects, photographic and video style standards, and make correct use of all marks including logos and identity components. The University, in its sole discretion, will determine compliance with these requirements. Creative Work includes, but is not limited to: websites, applications, electronic communications, newsletters, advertisements, mailings, magazines, and other communication materials (digital and print) produced for the University. For additional guidance, the supplier should consult the UVA Brand Guidelines at http://brand.virginia.edu (requires registration) or contact University Communications ([email protected]).

14. It is the intent of this purchase to allow for cooperative procurement. Accordingly, any public body, public or private health or educational institution, or any University-related foundation may access this purchase if authorized by the supplier.  Participation in this cooperative procurement is strictly voluntary. If authorized by the supplier, this purchase may be extended to the entities indicated above to purchase at fees in accordance with this purchase.  No modification of this Agreement or execution of a separate agreement is required to participate.  Participating entities will place their own orders directly with the supplier and will fully and independently administer their use of this purchase to include contractual disputes, invoicing and payments without direct administration from the University.  The University will not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the supplier to extend this purchase. It is understood and agreed that the University is not responsible for the acts or omissions of any entity, and will not be considered in default of this purchase no matter the circumstances. The use of this purchase does not preclude any participating entity from using other agreements or competitive processes as the need may be.

15. Except as provided below, once an order is issued, all related solicitation documents submitted to the University, including, but not limited to, quotations, proposals, bids, statements of work, and/or specifications, will be open to the inspection of any citizen, or any interested person, firm or corporation, in accordance with the Virginia Freedom of Information Act.  Trade secrets or confidential information submitted by the supplier as part of its solicitation documents will not be subject to public disclosure if exempted by the Virginia Freedom of Information Act; however, the supplier must invoke the protections of this section prior to or upon submission of its solicitation documents and must identify the specific data or other materials to be protected and state the reasons why protection is necessary.  The supplier may not request that its solicitation documents in their entirety be treated as a trade secret or confidential information, nor may a firm request that its pricing be treated as a trade secret or confidential information.

16. Promotional Activity:  Supplier may reference the University as a Supplier customer in sales and marketing materials and public statements (Promotional Materials), provided such Promotional Materials do not include opinions explicitly or implicitly attributed to the University about the quality of the goods or services provided to the University. In no event shall Supplier request that the University or any University employee endorse Supplier or the Supplier Service. Promotional Materials may include the name “University of Virginia” and UVA’s approved institutional logo solely to identify accurately the University as an entity to whom Supplier provides goods or services. Furthermore, the University grants the Supplier a limited, nonexclusive license to display the University’s Marks solely as they are made available to the Supplier in connection with the Supplier goods or services.

17. This order is the entire agreement between the University (including University employees and other End Users) and the supplier. In the event that the supplier enters into terms of use agreements or other agreements or understanding, whether electronic, click-through, verbal or in writing, with University employees or other End Users, such agreements shall be null, void and without effect, and the terms of this order shall apply.

18. Insurance: Unless otherwise agreed in writing, firms doing business with the University shall maintain at least the following insurance coverage, for the duration of the agreement, through insurance companies that have an A- financial rating or better with A.M. Best Company:

    • Commercial General Liability (applies to all firms doing business with the University) – Firm must maintain a minimum combined single limit of liability for bodily injury and property damage of $1,000,000 per occurrence and a $2,000,000 aggregate limit with coverage for the following:  Premises/Operations, Products/Completed Operations, Contractual, and Personal Injury.
    • Automobile (applies to firms using vehicles on university property) – Firm must maintain a minimum combined single limit of liability for bodily injury and property damage of $1,000,000 per accident with the following coverages for vehicles operated on the firm’s behalf:  Any Automobile, Owned and Non-Owned Automobiles.
    • Cyber Liability (applies to firms accessing, storing, disseminating, or using university data in the performance of support services to the University) – Firm must maintain a minimum limit of liability of $1,000,000 per occurrence.
    • In the event of a conflict between these terms and the terms of any other agreement between the firm and the University, the higher minimum insurance limits prevail. In no event should the firm construe these or any minimum required limits to be its limit of liability to the University.  The firm agrees to provide the University with a valid Certificate of Insurance upon the University’s request and agrees to obtain additional insurance (with proof to the University) if the Certificate of Insurance fails to demonstrate compliance with the firm’s insurance obligations to the University.   

19. Firms conducting business with the University are subject to the institution’s Policy on Preventing and Addressing Discrimination and Harassment and its Policy on Sexual and Gender-Based Harassment and Other Forms of Interpersonal Violence.

20. The University adheres to any applicable COVID-19 state and federal regulations and policies for Services, and any in-person work performed by a firm contracted with the University shall be conducted according to the University’s Policy on COVID-19 Health & Safety Requirements – Vaccination, Testing, Face Masks, Events and Gatherings, and Visitors.

21. COUNTERFEIT PARTS: If applicable, this purchase shall be governed by and in accordance with DFARS Sections 246.870 and 252.246-7007, and any electronic parts must have a Certificate of Origin and the total quantity of any individual part must be from a single manufacturing lot or date code.