Supplier Terms and Conditions

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A. General Supplier Terms

  1. ACCEPTANCE – This purchase order and any related documents executed by the parties in connection herewith (“Order”), when accepted by the Supplier, shall constitute the entire agreement between the buyer and Supplier with respect to the Order and may not be altered, amended, supplemented, or canceled without the written approval of The Pennsylvania State University (referred to below as the “University” or “Penn State”). Any of (1) the Supplier’s written acceptance of this Order, (2) the shipment of any confirming article, (3) the commencement of performance hereunder, or (4) Supplier’s acceptance of University's payment, shall constitute acceptance of this Order, and no 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 upon the parties unless made in writing and signed by the University and Supplier. Any additional or differing terms or conditions proposed by the Supplier in any format or included in the Supplier’s acknowledgment of this Order shall be deemed a material alteration of this Order and are hereby objected to and rejected, and this offer shall be deemed accepted by the Supplier without said additional or different terms.
  2. PRICE – If no price is specified in this Order, charges shall not exceed the Supplier’s standard price for merchandise of like quality and quantity.
  3. DISCOUNT – Discount terms must be stated on the invoice. Discounts will be calculated from the date the material or the invoice is received, whichever is later.
  4. DELIVERY – The University reserves the right to cancel this Order in whole or in part if any shipment of merchandise that is subject of this Order is not received by the time specified.
  5. QUANTITY – The University’s count will be accepted as final and conclusive on all shipments not accompanied by a packing list. Unless expressly provided or to the contrary on the 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.
  6. EARLY DELIVERY – Goods shipped to the University before the scheduled date(s) of delivery may be rejected or returned at the University’s discretion and at the sole cost and expense of the Supplier.
  7. INVOICING – Submit invoices through the SAP Business Network or via email to psuinvoices@psu.edu. The email subject line must include the business name and purchase order number. All emailed invoices must reference the purchase order number, Supplier name, and remit-to address.

    Mailed invoices may result in processing delays. Send the original invoice the day shipments are made (unless otherwise specified) to:

    The Pennsylvania State University
    Central Procurement
    Technology Support Building 300 Science Park Road, Suite 213
    State College, PA 16803

    Individual invoices will be issued for each shipment and each Order.                                                                                                                                              
  8. SHIP TO – Include the shipping address and purchase order number on all packing slips and shipping labels.
  9. IDENTIFICATION –The University's purchase order number must show on all invoices, packing lists, and bills of lading. 
  10. PROTESTS – If a request for proposal or other solicitation issued by the University is subject to federal or state procurement laws that grant actual or prospective bidders rights to protest an award for violation of the applicable procurement law or regulation, then all such protests must be in writing and filed and received by the University not more than five (5) business days following the date of issuance of the University's Notice of Intent to Award or Notice of Award with the contact below. Protests received by the University after this date will be returned to the sender. All protests submitted to the University pursuant to this provision shall be directed to:

    The Pennsylvania State University
    Attn: Richard D. Elmore, Chief Procurement Officer
    Office of Central Procurement
    Technology Support Building 300 Science Park Road, Suite 213
    State College, PA 16803

    Failure to timely file the bid protest shall constitute grounds for the University to deny the bid protest without further consideration of the grounds stated therein. 
  11. RETURN OF UNIVERSITY DATA OR INFORMATION UPON TERMINATION OR EXPIRATION – Upon expiration of an Order, or if an Order is terminated for any reason, Supplier will (1) 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 (2) if requested by the University in writing, securely delete 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.
  12. CLOSURES – Penn State closes for University holidays. Plan shipping and delivery during operating hours. 
  13. SERIAL NUMBERS FOR CAPITAL EQUIPMENT – Individual serial numbers for all equipment purchases must be clearly identified on all packing slips and invoices to assure prompt payment.
  14. TRAVEL EXPENSES – When mutually agreed upon separately in writing by the parties, the University may pay for reasonable and necessary business expenses. A ‘necessary expense’ must have a clear business purpose and be within University's expense policy limitations. The business purpose must support or advance Penn State's missions of education, research, and patient care and describe the expense as necessary, reasonable, and appropriate. Travelers who are not employees of the University are to be reimbursed in accordance with the Penn State Travel Policy. The traveler should seek to obtain the lowest available airfare. If this is not possible due to the non-employee’s Aditinerary or preferences, documentation, such as a memo from the budget administrator of the department inviting the guest, must be provided to justify the higher costs. In the event a non-employee books his or her own travel and is to be reimbursed from sponsored agency funds, the ticket must comply with applicable regulations (i.e., Fly America Act) and lowest economy coach fares. The travel costs cannot be reimbursed until after the trip is completed. Receipts are required to be kept and may be requested by the University for verification. Non-employees from other countries require special processing in order to comply with federal immigration and IRS requirements. The University is not permitted to reimburse non-citizens who do not comply with federal immigration and visa requirements.
  15. CERTIFICATE OF ORIGIN OR TITLE FOR VEHICLES – Please contact the Vehicle Title Department at vehicletitles@psu.edu or 814-863-2526 prior to the delivery of vehicles. Certificates of Title (for used vehicles) or Certificates of Origin (new vehicles) should be transferred/titled to The Pennsylvania State University, 100 Housing and Food Services Building, University Park, PA 16802     
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B. Conditions

  1. CHANGES – In connection with an Order, 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 Order shall apply to all such written modifications.
  2. ADDITIONS – The University will not pay for any additional services, modifications, or alterations to the contents of an Order or directions provided by the University unless performed pursuant to and in accordance with the written directions of the University.
  3. TERMINATION FOR CONVENIENCE – The University may terminate this Order at any time and for any reason by providing written notice to the Supplier, which written notice shall specify the effective date of such termination. An equitable adjustment in price and/or delivery schedule may be negotiated for materials completed or in process at the time of the effective date of the termination.
  4. 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, by emailing licensing@psu.edu. Supplier agrees it will not in any advertisements, publications, or other communications express or imply that the University endorses any goods and/or services of the Supplier.
  5. FORCE MAJEURE – Should an event occur beyond the reasonable control of University and/or Supplier, 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 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 Order as the parties originally contracted, the affected party shall give the other party written notice within five (5) business days of the occurrence, which written notice shall state 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 seven (7) business days following the provision of written notice of an occurrence, either party may terminate the Order upon five (5) business days written notice, without liability. All prepaid fees received by the Supplier shall be returned to the University. Supplier shall provide a pro-rated refund of all prepaid but unused fees paid by the University.
  6. TERMINATION FOR DEFAULT – (1) The University may by written notice to Supplier, terminate this Order or work under this Order in whole or in part at any time arising from Supplier’s breach of these terms. (2) In the event of Supplier's breach of one or more of these terms, the University may exercise any or all rights accruing to it, both at law specifically 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 Order shall survive such termination of this Order pursuant to this Section B.6. Supplier shall provide a pro-rated refund of all pre-paid but unused fees paid by the University attributable to services or materials provided on or before the effective date of termination.
  7. 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, sufficient to fulfill the University’s obligations set forth in the Order, the University may, in its sole discretion, terminate this Order, in whole or in part, by giving Supplier written notice thereof. In the event the University terminates the Order due to insufficient funds, this Order shall terminate on the first day of the University's fiscal year for which the funds are not appropriated.
  8. WARRANTY AND INSPECTION – All articles sold, and materials and services provided hereunder shall be of good quality and free from any defects, and shall at all times conform to any documentation, including without limitation any Statements of Work, provided by the University in connection with this Order. Any services provided hereunder shall be performed in a good and workmanlike manner, and in compliance with industry standards. All goods, materials, and services are subject to inspection and rejection by the University; provided, however, that the University's failure to inspect or reject any goods, materials, or services provided by Supplier hereunder does not constitute a waiver of any of the University's rights or relieve the Supplier of any of its obligations hereunder. The University's right to inspect and/or reject any goods, materials, or services provided hereunder does not constitute a release or waiver of any warranties that may exist pursuant to this Order or under the law.
  9. SAMPLES – May be requested for inspection and approval prior to manufacture or delivery.
  10. INTELLECTUAL PROPERTY – Unless mutually agreed to in writing otherwise by the authorized parties in a separate agreement the following shall apply. All right, title, and interest in and to any and all work product and deliverables created or provided under this Order is the sole and exclusive property of University, and is the Confidential Information of University. Supplier hereby assigns all right, title, and interest in and to such work product and deliverables to University.  Supplier agrees that any invention or discovery conceived or reduced to practice by Supplier in the performance of this Order (each an “Invention”) will be promptly reported to University. University is the sole and exclusive owner of, and Supplier hereby assigns to University, all right, title, and interest in and to each Invention, including any and all rights thereto.
    1. All right, title, and interest in and to any and all works of authorship, including but not limited to any notes, drawings, designs, technical data, computer software, literary works, photography, film, works of art, and audiovisual works, in any medium of expression, created, authored, developed, or derived in the performance of this Order (collectively, “Work”) will constitute a “work made for hire” specially commissioned by, and ownership vesting in University. To the extent that such Works are ever determined by a court of competent jurisdiction to not qualify as a “work made for hire,” Supplier hereby assigns to University all right, title, and interest to any Work, including any and all copyrights thereto, in any and all languages and mediums of expression in perpetuity throughout the universe.
    2. Supplier represents and warrants that it has obtained all rights, permissions, and authorizations necessary to convey to University the rights in and to work product, deliverables, Inventions, and Works in accordance with this Order.
    3. In the event that Supplier’s work product and/or deliverable is comprised of audiovisual works such as photographs, film, or sound recordings, University hereby grants Supplier a limited, revocable, non-exclusive, royalty free license to display and publicly perform such works solely for the purpose exhibiting Supplier’s professional services to potential clients.  No other right or interest in or to such works, including any assets of University depicted therein, are granted, conveyed, or licensed to Supplier, express or implied. Supplier agrees to indemnify, defend, and hold harmless University, its trustees, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and fees (including attorneys’ fees) arising from Supplier’s exercise of the license granted in this Paragraph.
  11. PATENTS – The Supplier represents and 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.
  12. INDEMNIFICATION – The Supplier shall indemnify, defend and hold the University, and its trustees, officers, directors, agents and employees (each, an “Indemnified Party”) harmless from any liability, claims, causes of action, damages, or judgments arising out of the Supplier's (1) failure to comply with applicable laws, regulations, rules, and ordinances; and (2) negligent or intentional acts or omissions, including the negligent or intentional acts or omissions of the Supplier’s executives, officers, employees, invitees, or agents in the performance of this Order, except, in the case of both (1) and (2), to the extent such liabilities, claims, causes of action, damages, or judgments arising out the bad faith, gross negligence, or willful misconduct of the Indemnified Party or its trustees, officers, directors, agents or employees.   
  13. INSURANCE – 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 Order, in amounts not less than specified for each type: 
    1. 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.
    2. 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.
    3. 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.

    All insurance policies must be written with an insurer licensed to conduct business in Pennsylvania and rated not less than A- by A.M. Best. Any self-insured retentions, deductibles, and coverage exclusions in the insurance required shall be assumed by and at the sole risk of the Supplier. The required insurance policies shall be primary and non-contributory to the University's insurance and self-insurance coverage and must contain a waiver of subrogation against the University.

    Prior to commencing work, an Insurance Certificate evidencing the required coverages, limits, primary and non-contributory provisions, the Commercial General Liability additional insured provision, and waiver of subrogation provisions must be provided to the to the attention of the Central Procurement Buyer, referencing the purchase order number and with the Certificate Holder as follows:

           The Pennsylvania State University
           Central Procurement
           Technology Support Building 300 Science Park Road, Suite 213
           State College, PA 16803

    The Supplier or its insurers must provide thirty (30) days’ advanced written notice to the University of any cancellation or material reduction in the required insurance programs.

    Failure to procure, carry, and maintain insurance shall not relieve the Supplier, and any subcontractor thereof, of any obligation or liability assumed under the Order, nor of any obligation or liability imposed by law. The insurance requirements shall be subject to University review and approval, on an annual basis, during the term of this Order. 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 Order. In no event shall the liability of the Supplier be limited to the extent of any insurance coverage or the minimum limits required herein.

    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.

  14. CONFIDENTIAL INFORMATION – “Confidential Information" shall mean all non-public, proprietary or confidential information, data or material of the University disclosed to Supplier (the "Recipient") in oral, written, electronic or other form, including, without limitation, information relating to the University's business, financial, marketing, customer, Supplier, employee, property and equipment and technology information, trade secrets, internal policies and procedures, systems information and security measures, data, know-how, object code, source code, research, inventions, designs, business processes, business information and records containing or otherwise reflecting such information as well as any third-party information subject to a confidentiality obligation that the disclosing party is permitted to disclose as well as any reports, notes or analyses of Recipient that contain or reflect any of, or are generated from, the foregoing information.  During the term of this Order and for a period of five (5) years its termination or expiration, Recipient (1) shall treat as confidential all Confidential Information provided by University, (2) shall not use such Confidential Information except as expressly permitted under the terms of this Order or otherwise authorized by the University in writing, (3) shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of such Confidential Information, and (4) 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 the unauthorized use or disclosure of the University's Confidential Information, Recipient will notify the University immediately upon being aware of such unauthorized use or disclosure. Confidential Information shall not include information that: (1) 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; (2) was known to the Recipient at the time of disclosure as shown by written records in existence at the time of disclosure; (3) was developed independently by the Recipient prior to the disclosure, as shown by written records in existence prior to the disclosure; (4) becomes known to the Recipient from a source other than University, provided that such source has no obligation of confidentiality to the University; or (5) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Recipient shall, if permitted by law or other applicable legal process, provide the University with reasonable advance notice to enable it to seek a protective order or otherwise prevent such disclosure.
  15. 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.
  16. PENNSYLVANIA LAW – This Order shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America, without reference to its conflict of law provisions.
  17. LEGAL VENUE – Any claims and controversies arising under this Order shall be adjudicated in the Court of Common Pleas for Centre County, Pennsylvania or the United States District Court for the Middle District of Pennsylvania. 
  18. TAXES – The University is an instrumentality of the Commonwealth of Pennsylvania, and as such, is exempt from the Pennsylvania Sales and Use Tax, and is a tax-exempt entity under Section 115 of the Internal Revenue Code.
  19. ACT 45 – SALES TAX APPLICABILITY TO PENN STATE CONSTRUCTION PROJECTS - The Contractor on University 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. 
  20. RIGHT TO AUDIT – Supplier shall maintain, at its own expense, for a period of at least seven (7) years after final payment, or for such longer period of time as may be required by the University or applicable law, all books and records relating to this Order and Supplier's performance of its obligations hereunder. Such books and records shall be made available for review and audit by University or University regulators during normal business hours with reasonable prior written notice. Any such audit of Supplier's books and records shall be conducted at University’s expense, and shall occur no more than one time per calendar year during Supplier's normal business hours, at the location(s) where such books and records are normally maintained by Supplier, and in a manner so as not to interfere with or disrupt Supplier’s business. Audits shall be conducted in accordance with applicable professional or regulatory standards. The University shall be entitled to recoup the audit costs if the audit detects overcharges that reach or exceed 0.5% of fees due under the Order during the time period at issue. If the University is entitled to recoup audit costs under this Section, Supplier shall submit a refund and/or credit to the University's Office of Central Procurement within thirty (30) days following the 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.
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C. Compliance

  1. As a supplier of materials or services to The Pennsylvania State University, (including its Commonwealth Campuses), suppliers must comply with the following
    1.1    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. Contractor and all their subcontractor/suppliers must adhere to the appropriate OSHA and Penn State regulations(s); 29 CFR 1926, 1910 and Penn State Contractor Safety Requirements. Moreover, ANSI approved hardhats & safety glasses must be worn at all times while performing work or accessing work area (s). For more information, see Penn State Safety Requirements.
    1.2    BACKGROUND VERIFICATION REQUIREMENTS - POLICY HR99 - Supplier certifies it accepts the Penn State Policy HR99 Background Verification Requirements and has complied with the policy as it applies to Supplier in its performance of its obligations under this Order.  All Supplier 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 University Policy HR99, and all Supplier employees, contractors, agents or volunteers providing services or performing Supplier obligations under this Order have been notified that they are required to self-disclose criminal arrests and/or convictions as more fully provided in the Penn State Arrest and Conviction Self-disclosure Form (PDF) within a 72 hour period of their occurrence.  The self-disclosure form, together with the listing of convictions that must be reported, can be found through a link within the University Policy HR99 Background Verification Requirements Process. 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 material breach of the Order, not subject to any cure period or rights, and the University may immediately terminate the Order. The University's failure to terminate the Order upon becoming aware of Supplier's breach of this Section and any continuing failure to terminate thereafter shall not constitute a waiver of such termination rights.
    1.3    SUPPLIERS DEALING WITH MINORS - Any Supplier dealing with minors under 18 on University premises or representing the University at non-University locations must adhere to University Policies AD39 Minors Involved in University-Sponsored Programs or Programs Held at the University and/or Housed in University Facilities and HR99 Background Verification Requirements and comply with all relevant aspects. This includes all employees, subcontractors, and volunteers. 
    1.4    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 University Policy AD72 Reporting Suspected Child Abuse. 
    1.5    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.
    1.6    PRODUCT ACCESSIBILITY - The University is committed to purchasing Information and Communications Technology (ICT) that provides the same programs, benefits, and services 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: 
    •    Telecommunications products
    •    Information kiosks
    •    Automated teller machines
    •    Internet and intranet websites
    •    Digital Documents
    •    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 Order conform to the current version of W3C Web Content Accessibility Guidelines, (WCAG) 2.2 at conformance levels A and AA, Section 508 and 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 such time the product is fully conformant to applicable accessibility standards identified in the Accessibility Roadmap and WCAG 2.2 A&AA and Section 508.
    Supplier agrees to use commercially reasonable efforts to promptly respond to and resolve complaints regarding accessibility of its products or services. Failure to comply with the terms of this section shall constitute a breach of this Order, and the University may terminate this Order in its sole discretion. Failure to exercise its termination rights under this section does not constitute a waiver of those rights.
    1.7    FERPA - If Supplier receives from or on behalf of the University, or by reason of this Order 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 Supplier 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.
    1.8    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. 
    1.9    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.  
    1.10    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 and constitutes a material breach of the Order.
    1.11    ENVIRONMENTAL RESPONSIBILITY -The Pennsylvania State University has aligned with the UN Agenda 2030 and Sustainable Development Goals. As part of that, we seek to reduce our environmental impact by eliminating waste and our contribution to climate change, and we look to our suppliers to help us achieve those goals. We encourage our suppliers to adopt and lead in the push to attain the UN Agenda 2030 and Sustainable Development Goals to foster resilient, equitable, and thriving communities.
    1.12    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 with all relevant aspects of Penn State Policy AD32 Smoking and Tobacco. 

  2. As a supplier of materials or services to The Pennsylvania State University (including its Commonwealth Campuses), suppliers must comply with the following, to the extent applicable:
    2.1    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.
    2.2    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).
    2.3    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.
    2.4    EXECUTIVE ORDER #11625 for Orders over $10,000 by other than personal service contractors, regarding Utilization of Minority Business Enterprises.
    2.5    EXECUTIVE ORDER #11625 for Orders over $100,000 regarding Minority Business Enterprises Subcontracting Program.
    2.6    PUBLIC LAW #95-507 for Orders over $100,000 regarding Small Businesses and Small Disadvantaged Businesses.
    2.7    WITH RESPECT TO 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.
    2.8    ORDERS ABOVE $150,000 -  
            2.8.1    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 Order, have access to and the right to examine any pertinent books, documents, papers, and records of such Supplier involving transactions related to this Order.
            2.8.2    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.
            2.8.3    Supplier shall comply with all applicable standards, orders, or regulations issued according to the Clean 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.
            2.8.4    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.
    2.9    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").
    2.10    WALSH-HEALY PUBLIC CONTRACTS ACT - If this 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.
    2.11    PREVAILING WAGE - If a project has been quoted using Prevailing Wage Rates (see note for serial number). A copy of the rates or Form LLC-25 Payroll Certifications (PDF), which the Supplier must complete and submit, can be found at the Prevailing Wage Projects | Department of Labor and Industry | Commonwealth of Pennsylvania. Submit Payroll Certifications for approval to certifiedpayroll@psu.edu unless otherwise noted on the Order. The email subject line should state: The purchase order number. The purchase order number must be included on payroll certifications.
    2.12    PUBLIC WORKS EMPLOYMENT VERIFICATION ACT - Public Works Employment Verification Act - As a precondition to the award for an Order for any Facility/Construction-based service (construction, reconstruction, demolition, alteration and/or repair work, other than maintenance work) that is valued at or greater than $25,000, Supplier must complete the Commonwealth of Pennsylvania 'Public Works Employment Verification Form' ("Form") and email a copy to publicworks@psu.edu. Note: The Purchase Order number should be included in the subject line of the email. Supplier is presently and shall remain in compliance with the Pennsylvania Public Works Employment Verification Act (“the Act”) through utilization of the Federal E-Verify Program (“EVP”) operated by the United States Department of Homeland Security. Supplier will ensure that all contracts with subcontractors contain notification of the applicability of the Act, information regarding the use of EVP, and either a copy of the Form or a reference to the Pennsylvania Department of General Services website at Public Works Employment Verification, where the Form may be obtained. Supplier will further ensure that prior to beginning onsite or offsite work, every subcontractor shall submit a completed Form to the Owner. Supplier and subcontractors shall utilize EVP to verify the employment eligibility of each new employee hired, whether the new employee will be performing onsite or offsite work, within five (5) business days of the employee’s start date and shall maintain documentation of continued compliance with the Act for the duration of this Order. Supplier and subcontractors shall cooperate with Owner and Pennsylvania Department of General Services in the event of an audit arising under the Act. 
    2.13    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 Pennsylvania Bulletin’s official quarantine order.

Anchor Destination

D. Federal Government Contracts

APPLICABLE WHEN SOLICITATION OR PURCHASE ORDER IS IN SUPPORT OF A FEDERAL GOVERNMENT CONTRACT:
CONSIDERATIONS FOR FEDERALLY FUNDED ORDERS

FAR/DFARS Clauses

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 |
Acquisition.GOV.

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

52.204-27 Prohibition on a bytedance covered application (Jun 2023)
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)
52.232-36 Payment by third party (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)
52.223-9 Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008)
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)

Anchor Destination

E. Questions

Connect with the Central Procurement Supplier Administration Team.

Revised June 4, 2025