Standard Terms and Conditions


St. Lawrence University (“St. Lawrence”) purchases goods and services (“Deliverables”) only on the terms and conditions set forth herein, which constitute the entire agreement between it and a vendor/seller (“Seller”).

  1. Offer and Acceptance; Terms Exclusive. Seller’s commencement of work on, or Seller’s shipment of Deliverables in response to, St. Lawrence’s purchase order (“Purchase Order”) shall be deemed an acceptance of the Purchase Order and these terms and conditions. St. Lawrence expressly objects to any and all different or additional terms and conditions of sale which Seller may set forth on its website, order acknowledgement form, or on any other document or communication of Seller related to St. Lawrence’s purchase of the Deliverables. St. Lawrence will recognize no modifications or additions to these terms and conditions unless it specifically agrees to them in writing. THIS OFFER IS EXPRESSLY LIMITED TO THESE TERMS AND CONDITIONS. IF THE PURCHASE ORDER IS DEEMED AN ACCEPTANCE OF A PRIOR OFFER BY SELLER, ST. LAWRENCE’S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON SELLER’S ASSENT TO THESE TERMS AND CONDITIONS.
  2. Deliverables Being Purchased. The Deliverables being purchased shall be as specified in the Purchase Order and as may be further specified pursuant to such written specifications and/or drawings as may be referred to on the Purchase Order (collectively “Specifications”).
  3. Time of Performance. Performance of the Purchase Order at the date(s) specified for delivery of the Deliverables is an integral part hereof. Failure of Seller to make delivery of the Deliverables within the time specified on the Purchase Order, or within any extension agreed to in writing by St. Lawrence, shall constitute a breach. Seller shall immediately notify St. Lawrence in writing of any circumstance, event or occurrence which Seller believes or has reason to believe may result in the inability of Seller to deliver the Deliverables set forth in the Purchase Order on time. St. Lawrence, at its option, may accept delivery at an earlier or later date or dates, but such acceptance shall not be deemed to waive any right or remedy available to St. Lawrence under the Purchase Order. In the event of a breach, St. Lawrence may, in addition to its other rights and remedies, reject any Deliverables and/or terminate its order in whole or in part, and purchase substitute goods and/or services elsewhere and

charge Seller with any Loss incurred. The term “Loss” means every loss, liability, cost, damage and expense, including attorney’s fees and court costs. The term “Deliverables” means all goods and services to be delivered or provided as specified in St. Lawrence’s Purchase Order. If no time is specified in an order, St. Lawrence may, by reasonable advance notification to Seller, terminate an order in whole or in part if Seller fails to make delivery of the Deliverables within a reasonable time after the date of the Purchase Order.

  1. Delivery and Transportation. Unless otherwise provided in the Purchase Order, Seller shall have title and bear the risk of any loss or damage to any Deliverables purchased hereunder until they are received by St. Lawrence at the destination specified in the Purchase Order, or if no destination is specified, at St. Lawrence’s principal location. Upon such receipt, title shall pass from Seller and Seller’s responsibility for loss or damage shall cease except for loss or damage resulting from Seller’s negligence. Passing of this title upon such receipt shall not constitute acceptance of any Deliverable by St. Lawrence. All Deliverables shall be suitably packaged and prepared for shipment to secure the lowest transportation rates and compliance with standard carrier regulations.
  2. Price, Invoicing, and Payment. The price and terms of payment for the Deliverables shall be as set forth on the face of the Purchase Order. Unless otherwise specified, the price set forth on the face of the Purchase Order includes all applicable taxes and all shipping costs, duties, and other charges. A proper invoice includes a Purchase Order number or responsible University official and pre-approved departmental budget code. Invoices may be submitted to the St. Lawrence department contact for the order or Payment thereof shall be made in accordance with the applicable provisions of the Purchase Order, or if none are stated, following the completion of all performance obligations of Seller. St. Lawrence’s standard payment term is Net 45 (i.e. 45 days after the invoice date). St. Lawrence’s methods of payment are:

*Electronic transfer of funds via its Supplier Pay payment card at Net 15 payment terms

*Electronic transfer of funds via ACH at Net 30 payment terms

*Paper checks at Net 45 terms

  1. Packaging. St. Lawrence’s Purchase Order number must appear on the outside of each package and on all packing slips, invoices, and related papers. A packing slip must be included with each shipment.
  2. Extra Charges. No charges of any kind including, but not limited to, charges for shipping, handling, packaging, or insurance will be allowed unless specifically stated on the Purchase Order.
  3. New York Sales Tax Exemption. St. Lawrence is exempt from payment of all sales tax, whether state or local, imposed under Articles 28 and 29 of the New York Tax Law. Copies of the exemption certificates will be furnished if requested. The exemption certificate number is EX-122304.
  4. Changes. St. Lawrence may, at any time, by written notice to Seller, make changes to the Deliverables being purchased, or to the Specifications relating thereto, or to the method of shipment or packing, place of delivery, or delivery schedule. If any such change results in an increase or decrease in the cost of, or time required for, Seller’s performance of the Purchase Order, an equitable adjustment shall be made to the purchase price of the goods or services being purchased. Any claim by Seller for such an adjustment to the purchase price for the applicable Deliverables must be made in writing to St. Lawrence within seven (7) days from the date of Seller’s receipt of the written change order.
  1. Quality. All Deliverables shall conform strictly to all Specifications. Unless otherwise expressly stated, all Deliverables and all workmanship related thereto shall be the best of their respective kind. All Deliverables shall be subject to inspection and approval of St. Lawrence; provided, however, no acceptance by St. Lawrence of any Deliverables shall constitute a waiver of any right or remedy to which St. Lawrence is otherwise entitled. If all or any portion of any Deliverables furnished to St. Lawrence hereunder are rejected, they shall be held by St. Lawrence for disposition at Seller’s risk of loss and expense and any payment on account thereof previously made by St. Lawrence to Seller shall be promptly refunded. Any inspection or approval of Deliverables at Seller’s facilities or elsewhere prior to final acceptance by St. Lawrence shall be provisional only and shall not constitute final acceptance or be construed as a waiver of any right of subsequent inspection or approval or any other right or remedy.
  1. Quantity; Count. St. Lawrence shall have no obligation to accept or pay for any Deliverables in excess of that specified in the Purchase Order. St. Lawrence may return excess Deliverables to Seller, and Seller shall reimburse St. Lawrence for all costs or expenses incurred with respect thereto. St. Lawrence’s count of Deliverables received shall be conclusive unless proven to be manifest error.
  1. Responsibilities of Seller. Seller shall be available to provide the Services during St. Lawrence's regular business hours or such other times as may be agreed by the parties, comply with all security, safety, and other applicable rules and regulations of St. Lawrence (Reference: Environmental Health and Safety (EHS) Contractor Safety Manual) when providing the Services, provide the Services diligently and in a professional and workmanlike manner, and devote such time and effort in the performance of the Services as reasonably requested by St. Lawrence.
  1. Independent Contractor. Seller shall be an independent contractor with no authority to bind St. Lawrence and shall have no other relationship St. Lawrence.  Any known conflicts need to be reported to the Procurement Department.
  1. Conflict of Interest. Seller warrants that there exists no actual, potential or appearance of conflict between Seller’s family, businesses, or financial interest and Seller’s provision of the Deliverables.  Seller represents that it has not offered (and will not offer) any compensation, reward, gift, favor, service, outside employment, reimbursement of expenses, loan, ownership interest, or anything else of  monetary value, to any officer, employee, student, or faculty member of St. Lawrence as an inducement to entering into or continuing under this Purchase Order. Seller will notify St. Lawrence in writing of any change in conditions that might give the appearance of a conflict of interest.  Seller will support and safeguard St. Lawrence’s legitimate interests in any dealings with third parties.
  1. Default. St. Lawrence may terminate the Purchase Order or any part thereof for cause, including any failure by Seller to comply with the Purchase Order or any of these terms and conditions. Upon such termination, St. Lawrence shall not be liable to Seller for any amount, and St. Lawrence shall be entitled to exercise all rights and remedies at law and at equity to which it may be entitled, including but not limited to the right to seek and obtain both actual, special, and consequential damages, and the equitable relief of injunction.
  1. Insurance. The insurance requirements shall be as set forth below:
  • Workers Compensation and Disability Benefits: Insurance as required by law.
  • Employer’s Liability Insurance: Unlimited amount
  • Comprehensive General Liability Insurance: $1,000,000 Combined Single Limit for Bodily Injury & Property Damage / $2,000,000 Aggregate.
  • Automobile Liability: For vendors who will drive on St. Lawrence University property, Automobile Liability is required. This should include owned, non-owned, and hired vehicles - $1,000,000 Combined Single Limit for Bodily Injury & Property Damage.
  • Comprehensive General Liability Insurance and Automobile Liability Insurance shall be extended to adequately protect the contractor’s subcontractors.
  • St. Lawrence requires limits of $5 million for any Bus charter. Aircraft or watercraft travel that is not a ticketed event (e.g. charters) requires higher insurance limits and pre-approval from St. Lawrence’s Executive Director of Risk Management.
  • Professional Liability: Not less than $1,000,000 per occurrence and aggregate to be maintained for the duration of the agreement and three years following its termination.
    • This insurance requirement applies when a supplier has a professional designation or license and/or is providing professional services.  The minimum limit for architects and engineers is $2,000,000 per occurrence and in the aggregate and may be increased depending upon the nature of the services to be provided to the University.
  • Umbrella or Excess Liability Coverage: Not less than $5,000,000 per occurrence and in the aggregate.

    • Not required in all cases. This coverage typically sits above the underlying General Liability, Automobile Liability and Professional Liability policies. Depending on the scope and work to be performed in the proposed agreement, this policy may be required in order for the vendor to be able to meet the minimum insurance requirements.
  • Builder’s Risk for new construction or large renovations (if applicable).
  • Cyber Risk Insurance: Not less than $1,000,000 per claim to be maintained for the duration of the agreement and three years following its termination.
    • Not required in all cases. This insurance requirement applies when a third party will be using, storing or accessing private, confidential or protected information.

The Contractor, and Sub-Contractors not covered by the Contractor's insurance, shall obtain and agrees to maintain at their expense all insurance required by the Contract, as well as that outlined above. All general and umbrella liability insurance policies shall name St. Lawrence University, its Board of Trustees, its officers, employees, agents and volunteers as an additional insured and waive all rights of subrogation against St. Lawrence University.  These policies are to be primary, with written consent of the insurers to the primacy of the policies, over any valid and collectible insurance and waive all rights of subrogation against St. Lawrence University.  A Certificate of Insurance with evidence of additional insurance status, along with a copy of the Additional Insured Endorsement, shall be submitted to and approved by St. Lawrence prior to the commencement of work. Insurance Carriers must be financially acceptable to St. Lawrence University and insurance policies MUST be written with an Insurance Carrier authorized to do business in the State of New York, with an A.M. Best Rating of A- VII or better. Thirty days (30) prior written notice of cancellation of or any changes in any policy shall be given to St. Lawrence University by contacting the Procurement Office.

St. Lawrence University reserves the right to require higher level of insurance or lower levels of insurance as determined by the Executive Director, Risk Management or appropriate St. Lawrence signatory authority

  1. Force Majeure. Neither party will be liable to the other party for a failure or delay in performance any event which includes, but is not limited to, an act of God, act or omission of carriers, embargo, explosion, fire, flood, order of civil or military authority, strike, war, or similar causes beyond its reasonable control (“Force Majeure Event”). If a Force Majeure Event renders impossible or delays a party’s performance, that party will immediately notify the other in writing of such event.
  1. Patents and Proprietary Rights. Seller represents and warrants that no Deliverables will infringe upon any patent right, copyright, trademark, or other proprietary right of any third person whatsoever. Seller shall indemnify and hold St. Lawrence harmless from and against each and every loss, liability, cost, damage, or expense, including reasonable attorney’s fees, of whatever kind or nature (each a “Loss”), which arise directly or indirectly out of or in connection with any allegation, claim, or charge that any Deliverables furnished by Seller to St. Lawrence hereunder, or the use of same constitutes an infringement of any patent or patent right, copyright, trademark, or other proprietary right or interest of any other person or entity. Seller shall, upon St. Lawrence’s request, assume and pay for the defense of St. Lawrence, against any such allegation, claim, or charge. St. Lawrence shall promptly notify Seller of any action or proceeding commenced against St. Lawrence with respect thereto. St. Lawrence shall have the right to be represented in such matters by additional counsel of St. Lawrence’s choice, acting at St. Lawrence’s expense. Seller, at its expense, shall also use its best efforts to enable St. Lawrence to continue to use such goods (a) by altering the Deliverables to make them non-infringing, provided such altered non-infringing Deliverables will fulfill the same function and perform the same as prior to such alteration or (b) by obtaining for St. Lawrence non-infringing Deliverables which will fulfill the same function and perform the same as the infringing Deliverables or (c) by obtaining a settlement or license agreement permitting St. Lawrence’s use of any infringing Deliverables.
  1. Warranties. In addition to and without prejudice to all other warranties, expressed or implied by law, Seller warrants that all Deliverables delivered or specified within the Purchase Order (i) will conform to all Specifications, (ii) will be free from all defects in material and workmanship, (iii) will be fit for the purposes for which they are intended, and (iv) will comply with all applicable federal, state and local codes, ordinances, rules and regulations (including, without limitation, the Occupational Health and Safety Act of 1970, all applicable environmental laws, and all rules and regulations related to each). All warranties, express or implied, shall survive inspection, acceptance, and payment. In the event of Seller’s breach of any such warranty, in addition to other rights and remedies available to St. Lawrence, at law or in equity, St. Lawrence may return any Deliverables for a full refund, or direct Seller to promptly correct the breach by repairing or replacing the applicable items. St. Lawrence reserves the right to repair, alter or modify, at Seller’s cost, items which fail to conform with the terms, conditions, and Specifications of the Purchase Order when the same can be done by St. Lawrence at a lesser cost than by returning the items to Seller. Seller warrants that it has and will convey to St. Lawrence good and marketable title to the Deliverables subject to an order and that all such Deliverables are and shall be free from any liens or claims of any other person or entity.
  1. Right of Termination. St. Lawrence may, at any time, upon notice to Seller, terminate or reduce the Purchase Order with regard to all or any part or parts of the Deliverables not then completed. Upon such notice, Seller shall cease work (including the manufacturing and/or procuring of materials for the fulfillment of the Purchase Order) in accordance with and to the extent specified in such notice. In such event, all work completed by Seller before the giving of such notice, shall be paid for on a percentage of completion basis, relative to the pricing for the Deliverables set forth in the Purchase Order. Seller shall have no other or additional claim for damages, compensation, loss of profit, allowance or otherwise by reason or directly or indirectly arising out of any action taken or notice given by St. Lawrence under or pursuant to the provisions of this section.
  1. Indemnification. Seller shall indemnify and hold harmless St. Lawrence and its current and former Trustees, Officers, employees, students, agents and volunteers from and against all liability, claims, and demands, on account of injury, loss, damage, or expense, including defense costs, court costs and attorney fees, arising out of or in connection with any act or omission of Seller, its employees, agents, or representatives or the failure of Seller to comply with any obligation, term, condition, or warranty set forth in the Purchase Order or in these terms and conditions.
  1. Entire Agreement. A Purchase Order, including the Specifications and these terms and conditions, constitutes the entire agreement between St. Lawrence and Seller with respect to the Deliverables which are the subject matter thereof, and all prior or contemporaneous understandings or agreements, oral or written, are merged therein. No subsequent changes or modifications of the Purchase Order are binding upon St. Lawrence unless accepted by it in writing. Seller expressly waives all provisions contained in correspondence, forms, or other writings relating to the sale of the Deliverables covered by the Purchase Order which negate, limit, extend, or conflict with the provisions thereof. In the event any term or provision hereof shall be deemed unenforceable, the remaining terms and conditions shall remain in effect to the fullest extent possible.
  1. Financial Responsibility. Seller warrants that it has and will at all times maintain and, upon request by St. Lawrence, show that it has sufficient working capital and financial ability to perform and complete the Purchase Order. Seller warrants to St. Lawrence that it is not insolvent within the meaning of the Federal Bankruptcy Laws and the laws of the states in which it conducts its business. In addition to any and all other rights and remedies which St. Lawrence may have pursuant to the Purchase Order or at common law, St. Lawrence reserves the right to terminate the Purchase Order without liability in respect of any undelivered Deliverables if Seller (i) becomes insolvent or bankrupt, (ii) makes any general assignment for the benefit of its creditors, (iii) if any trustee or receiver is appointed of any substantial part of Seller’s assets or (iv) Seller is adjudicated bankrupt.
  1. Modification. The Purchase Order shall not be modified, altered, amended or waived in whole or in part except by a further writing signed by the party to be charged.
  1. Controlling Law; Jurisdiction. The Purchase Order shall be governed by and construed in accordance with the laws of the State of New York without effect given to its choice of law provisions. All disputes between St. Lawrence and Seller relating to the subject matter of the Purchase Order shall be resolved exclusively in the state or federal courts located in St. Lawrence County, New York. Seller consents to the personal jurisdiction of such courts.
  1. Assignment. Seller may not assign or transfer any right or interest in or to the Purchase Order to any third party whatsoever without the prior written consent of St. Lawrence.
  1. Notices. Any and all notices required to be given hereunder shall be in writing and hand-delivered (including by courier), with an appropriate receipt thereof obtained, or sent by United States certified mail, return receipt requested, to the addresses of the respective parties set forth on the Purchase Order, or to such other address as either party may designate to the other by written notice for such purpose from time to time.
  1. Dispute Resolution. Any claim, dispute or other matter in question arising out of or related to this agreement shall be subject to Litigation in a court of competent jurisdiction in St. Lawrence County, New York.
  1. Non-Discrimination. It is the policy of St. Lawrence not to discriminate against any employee or applicant for employment on the basis of their race, color, creed, religion, age, sex, pregnancy, national origin, marital status, disability, protected Veteran Status, sexual orientation and gender identity and expression, genetic information, victims of domestic violence and stalking, familial status, and all other categories covered by law. This policy shall apply to all employment actions, including but not limited to recruitment, hiring, upgrading, promotion, transfer, demotion, layoff, recall, termination, rates of pay or other forms of compensation and selection for training at all levels of employment. St. Lawrence will not discharge or discriminate against employees or applicants who inquire about, discuss, or disclose their own compensation or the compensation of another employee or applicant. Seller shall not discriminate and shall comply with applicable laws and Institution policies prohibiting discrimination on the basis of race, color, religion, sex, sexual orientation, national origin or citizenship status, age, disability or veteran status.
  1. Web Content Accessibility. In accordance with the Americans with Disabilities Act of 1990 and Section 504 of the Rehabilitation Act of 1973, all information technology, including electronic information technology developed or provided under this Agreement must conform to the W3C Web Content Accessibility 2.1 Level AA Guidelines that can be found on the W3C website. Vendors hosting websites or providing web design services or web-based products must provide written evidence that their product or service addresses each of the WCAG 2.0, Level AA criteria. For any area of noncompliance, Vendor should describe any planned remediation roadmaps, including timelines and steps that will be taken to achieve full compliance, as well as interim workarounds to enable access by individuals with disabilities.
  1. GDPR Compliance. If the Purchase Order and/or Agreement, and/or the activities contemplated thereby

involve the processing (as such term is defined under the Regulation (EU) 2016/679 (General Data Protection Regulation, or “GDPR”)) by the Vendor of personal data (as defined in the GDPR) of which St. Lawrence is the controller (as defined in the GDPR), regardless of whether such personal data constitutes St. Lawrence Data, then St. Lawrence and the Vendor agrees to complete/execute a Data Processing Agreement (DPA) to the extent to which the GDPR applies to such processing (in addition to the provisions of the Purchase Order and/or Agreement).

  1. Confidential Information. St. Lawrence may disclose confidential information, whether orally or in physical form, to the seller as part of this purchase order for deliverables being purchased. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by seller to be proprietary and confidential to St. Lawrence because of legends or other markings, the circumstances of disclosure, or the nature of the information itself.

Protection of Confidential Information. Seller will not use any Confidential Information for any purpose not expressly permitted by St. Lawrence, and will disclose Confidential Information only to the employees or contractors of Seller who have a need to know such Confidential Information for purposes providing deliverables being purchased. Seller will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Seller protects its own confidential or proprietary information of a similar nature and with no less than reasonable care, by maintaining appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity.

Exceptions. Seller’s obligations with respect to protecting St. Lawrence’s Confidential Information will terminate if and when Seller can document that such information: (a) was already lawfully known to Seller at the time of disclosure by St. Lawrence; (b) is disclosed to Seller by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Seller has become, generally available to the public; or (d) is independently developed by Seller without access to or use of the Confidential Information. In addition, Seller may disclose Confidential Information to the extent that such disclosure is required by law, such as a public information act, or by the order of a court or similar judicial or administrative body, provided that Seller notifies St. Lawrence of such required disclosure in writing prior to making such disclosure and cooperates with St. Lawrence.

Return or Destruction of Confidential Information. Upon completion of this purchase order, or at any other time upon the St. Lawrence’s request, the seller shall promptly return to St. Lawrence any confidential information belonging to St. Lawrence that is still in the Seller’s possession. Upon completion of this purchase order, if request to return confidential information has not been received by St. Lawrence, then seller shall delete or destroy all copies of St. Lawrence’s Confidential Information.

  1. Federal Awards and Grants. St. Lawrence University is a recipient of grants and awards from US Federal Agencies and purchases under these awards and grants must comply with grant terms and the Office of Management and Budget's (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (commonly called "Uniform Guidance"). All purchases with Federal funds must be allowable, allocable, and reasonable. Principal Investigators named on Federal awards are responsible for ensuring that the purchase of goods and services are procured consistent with this policy. If the source of funds is uncertain at the time of the purchase but it is expected that Federal funds may be used to pay for all or part of a purchase, this policy and incorporated procurement standards shall be followed. Contract Provisions: All contracts, regardless of value, may require specific language by the federal government as outlined by 2 CFR 200 Appendix A.
  1. Environmental Health and Safety Contractor Safety Manual and Requirements

Services performed for St. Lawrence must be completed in the safest manor possible.  St. Lawrence Safety requirements are outlined in the Contractor Safety Manual available from the Environmental Health and Safety Office.  All work will be performed in compliance with OSHA, EPA, DEC, NY State Fire Code and other governmental regulations that pertain to the work.  A copy of the Sellers relevant safety policies and procedures must be on file with the St. Lawrence Environmental Health and Safety Office prior to work commencing.

Outside Maintenance and Construction. Projects involving earth-moving equipment, heavy machinery, machine operated lifts, hot works, roof construction, and masonry power tools are required to erect safety barriers around the perimeter of the work site in a way that no pedestrian could unknowingly wander into an unsafe range of a job site or work equipment.  In cases where a safety barrier around the perimeter of the work site cannot be achieved, a designated individual wearing high visibility clothing is required to direct local traffic safely around the construction area.  Equipment must also be locked-out with key removal when equipment is not in use.

Inside Maintenance and Construction. Projects involving ladders and lifts are required to erect safety barriers around the perimeter of the work site in a way that no pedestrian could unknowingly wander into an unsafe range of a job site or work equipment. Projects involving ladders and lifts are required to be locked out or disassembled from the work site when not in use. Ladders and lifts must be disassembled in a way that no pedestrian could easily use them in an unauthorized manner. 

Projects involving paint, chemicals, hot works, and other debris affecting air quality must provide proper signage, ventilation, and relevant safety barriers around the perimeter of the work site.

Means of egress and required accessible means of egress shall be maintained at all times during construction, demolition, remodeling, or alterations and additions to any building, except for where approved temporary means of egress are provided by a SLU Code Enforcement Official.

St. Lawrence University reserves the right to stop or shut down any operation conducted in an unsafe manner that could result in injury or harm to workers or pedestrians. 

Hazardous Chemicals. If the goods or materials shipped to St. Lawrence pursuant to this Purchase Order contain a “hazardous chemical,” as that term is defined in 29 CFR §1910.1200(c), You must provide a Safety Data Sheet and any other information required by the Federal Hazard Communication Standard (29 CFR §1910.1200), and any other federal or state environmental law, rule or regulation, prior to or at the time of shipment to the following address: St. Lawrence University, Environmental Health & Safety Office, 23 Romoda Drive, Canton, New York 13617.

(Rev. 12.4.23)