Applicable to all Denver Zoo Purchase Orders issued on or after December 1, 2022.
Order: A Denver Zoo Purchase Order is an offer by the Denver Zoological Foundation (“DZF”) to purchase the goods or services identified on the Purchase Order from the Vendor identified on the Purchase Order. Once Vendor accepts the offer, the Purchase Order, together with these terms and conditions, is the contract for the purchase and governs the Order shown therein.
Acceptance of Order: Vendor shall be considered to have accepted the Order upon the earliest of (a) Vendor’s full or partial delivery of the Goods; or (b) Vendor’s acceptance of payment for the Order.
Risk of Loss: Vendor shall bear the risk of loss, injury, or destruction of goods until delivery to DZF and inspection and acceptance of the goods by DZF. Risk of loss after delivery remains with Vendor if DZF rejects any goods. Loss, injury, or destruction shall not release Vendor from any obligation hereunder.
Inspection and Acceptance: Vendor shall perform any services in accordance with the standard of care exercised by highly competent vendors who perform like or similar services. DZF may inspect all goods/services at any time prior to delivery and for thirty (30) days after Vendor’s delivery of goods or completion of services. Vendor shall bear the cost of any inspection/testing that reveals goods/services that are defective or do not meet specifications. DZF’s failure to accept or reject goods/services shall not relieve Vendor from its responsibility for such goods/services that are defective or do not meet specifications nor impose liability on DZF for such goods/services. If any part of the goods/services are not acceptable to DZF, DZF may, in addition to any other rights it may have at law or in equity: (a) make a warranty claim; (b) repair and/or replace the goods or substitute other services at Vendor’s expense; or (c) reject and return the goods at Vendor’s cost and/or reject the services at Vendor’s expense for full credit. Any rejected goods/services are not to be replaced without written authorization from DZF, and any such replacement shall be on the same terms and conditions contained in this Order.
Price and Payment: The price stated on the Order is the firm price and shall be Vendor’s entire compensation for the goods/services that constitute the Order. In case of arithmetic error, the unit price shall prevail. Increases or decreases in taxes, duties, or materials or shipping costs, if any, shall not affect the price. Each invoice shall include: (i) the purchase order number; (ii) individual itemization of the goods/services; (iii) per unit price, extended, and totaled; (iv) quantity ordered, backordered, and shipped; and (v) the date issued and the date due. DZF shall pay the invoice within thirty (30) days after receipt of the goods/completion of the services or receipt of a correct copy of the invoice, whichever is later. Payment shall not constitute acceptance. DZF may, in its sole discretion, adjust invoice payments to reflect, or refuse to accept and pay for such shipments due to, late delivery or Vendor’s non-compliance with shipping instructions, packing, or documentation requirements. DZF has the right to set off any amounts due from Vendor, whether or not under the Order, against any amounts due to Vendor.
Warranty: Vendor warrants that all goods Vendor delivers to DZF and the deliverables of any services performed by Vendor for DZF (a) shall be free from defects in design, material, and quality at the time of delivery and for one (1) year following delivery; (b) shall be merchantable and fit for the purpose intended; (c) shall be at least equal in every respect to any sample or specification of quality, size or description specified by DZF or contained in the Order; (d) shall be conveyed free and clear of all liens, adverse claims, or security interests; (e) shall not infringe any patent, trade secret, trademark, or other intellectual property right of any third party; and (f) shall comply with all laws, codes and regulations applicable to the Order. Inclusion of these express warranties shall not be considered a waiver of other warranties that may be implied or otherwise provided under law. All warranties shall survive any inspection, delivery, acceptance, or payment by DZF. In addition to all remedies provided by law or by the Order, DZF’s remedy for breach of any warranty shall, at DZF’s option, include, without limitation, prompt repair or replacement by Vendor of non-conforming goods or the re-performance of any non-confirming services. Vendor shall bear all expenses of the removal, redelivery, or replacement of non-conforming goods or the re-performance of non-conforming services. Any goods or services provided as a result of a warranty claim shall be subject to the provisions of the Order to the same extent as the original goods or services.
Insurance: Vendor shall carry liability insurance covering appropriate loss limits for this Order, including, without limitation, general liability insurance in an amount no less than one million dollars. Vendor shall maintain Workers’ Compensation Insurance coverage as required by law for each work location. Upon request, Vendor shall promptly furnish Certificates of Insurance naming DZF and the City and County of Denver as an additional insured. Vendor shall not cancel or materially amend such insurance policies unless it has provided at least thirty (30) days prior written notice to DZF. The insurance coverages specified in this Order are the minimum requirements, and these requirements do not lessen or limit the liability or indemnity obligations of Vendor.
Indemnity: Vendor shall indemnify and hold harmless DZF, its Directors, Officers, employees, contractors, volunteers, representatives, and agents (the “Indemnified Parties”) from and against all losses, claims, demands, liabilities, suits, or actions (including without limitation all expenses of investigation of claims and all costs of arbitration or litigation including actual attorneys’ fees and expert witness fees paid by any Indemnified Party) arising out of or related to Vendor’s performance under this Order. The scope of this obligation includes without limitation claims based upon failure to comply with applicable laws, rules, or regulations; intellectual property infringement claims; claims made by Vendor’s employees, subcontractors, or other agents against DZF for workers compensation or any other employment benefit; and liens or other encumbrances made against DZF property or facilities on account of debts alleged to be due from Vendor or its subcontractors to other persons. Vendor's obligation shall not apply to any liability or damages that result solely from the negligence of DZF.
Modification: This Purchase Order may be modified only in writing signed by DZF and accepted by Vendor as described in Paragraph 2, above.
Cancellation: DZF may cancel all or any part of the Order before Vendor ships the goods or performs the services. DZF may cancel the Order by sending Vendor a written notice (including electronically) providing the cancellation date. DZF may terminate all or any part of the Order if: (a) Vendor fails to deliver the goods or perform the services, as required by the Order; (b) the goods or services do not conform, in all respects, to the requirements of the Order; (c) Vendor becomes insolvent or unable to meet its payment obligations when due; or (d) Vendor breaches any provision of the Order. In such event, DZF shall notify Vendor in writing, describing the reason for termination and providing the termination date. DZF shall not be liable for the cost or expense of any goods or services, effective as of such termination date.
Notice: Notices to the Vendor will be provided to the contact information indicated on the Purchase Order. Notices to DZF will be provided to Denver Zoo, attn: Purchasing, 2300 Steele St., Denver, CO 80205 or by email to firstname.lastname@example.org.
Assignment: Vendor may not assign or subcontract any of its rights or obligations under this Order without the written consent of DZF. In the event DZF permits an assignment or subcontract, Vendor shall continue to be liable under the Order and any permitted assignee or subcontractor shall be bound by the terms and conditions contained herein. DZF may, without obtaining Vendor’s consent, freely assign its rights and delegate its duties (either directly or by operation of law) under the Order. The Order is intended solely for the benefit of DZF and Vendor with no third party beneficiaries.
Limitation of Liability: In no event shall DZF be liable for any indirect, special, incidental, or consequential damages of any kind, including, without limitation, any loss of present or prospective profits, loss of expenditures, investments, or commitments made in connection with the establishment or termination of a business relationship, or performance of obligations under the Order, even if DZF had been advised of the possibility. In no event shall DZF be liable for an amount greater than the price stated on the Purchase Order.
Remedies and Waiver: DZF’s rights and remedies under the Order are cumulative. The exercise of any one or more of these rights or remedies shall not limit DZF’s right to exercise any other right or remedy. Any waiver of the provisions of the Order or of DZF’s rights or remedies under the Order must be in writing and signed by DZF to be effective. Failure, neglect, or delay by DZF at any time to enforce the provisions of the Order or its rights or remedies shall not be construed as a waiver of its rights, powers, or remedies under the Order or a waiver of any later breach or right or as establishing a course of performance or course of dealing between Vendor and DZF with respect to any future Order.
Relationship of Parties: Vendor and DZF are and shall remain independent contracting parties. Vendor is not, and may not represent that it is, an agent, fiduciary, employee, partner, or similar relation of DZF for any purpose. Vendor shall not use any name, logo, trade name, or mark of DZF without prior written permission of DZF. Vendor shall not state or imply that DZF endorses any of Vendor’s products or services, nor list DZF as a client, without prior written permission of DZF.
Non-discrimination: Vendor shall not refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, gender identity or gender expression, marital status, or physical or mental disability; and Vendor shall insert the foregoing provision in any subcontracts hereunder.
Standards and Compliance: Vendor represents and warrants that it is, and shall continue to be, in compliance with all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities of any jurisdiction related to this Order, including, without limitation, any statutes or regulations related to bribery, kickbacks, fraud, undue influence, theft, or any offense of a similar nature. Vendor represents and warrants that it has not offered or paid any direct or indirect gifts, favors, or benefits arising from or related to the Order to any employee or representative of DZF or any related party. Vendor shall keep complete and accurate records of Vendor’s activities under the Order in a manner sufficient to permit verification by DZF of Vendor’s compliance with the Order. DZF may inspect or copy Vendor’s records related to this Order.
Jurisdiction: This Order and any claim, controversy, or dispute arising under or related to the Order, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by and construed in accordance with the laws of the State of Colorado without regard to any conflicts of law principles. The parties agree that any action concerning this Order must be brought exclusively in a court of competent jurisdiction in the City and County of Denver, Colorado, and that venue is proper only within the City and County of Denver.
Survival: All terms and conditions of this Order which by their nature must survive termination/expiration shall so survive. Without limiting the foregoing, Vendor’s insurance, warranty, and indemnity obligations shall survive for the relevant warranty or statutes of limitation period plus the time necessary to fully resolve any claims, matters or actions begun within that period.
Severability: If any provision of the Order is held illegal, invalid, or unenforceable, all other provisions of the Order shall nevertheless be effective and the illegal, invalid, or unenforceable provision shall be considered modified such that it is valid to the maximum extent permitted by law.
Entire Agreement: The Order represents the final, complete and exclusive agreement between Vendor and DZF and supersedes any and all prior or contemporaneous agreements, communications, arrangements or understandings. DZF rejects any term or condition of any invoice, letter, e-mail, or other document from or by Vendor which conflicts with or adds to the Order. In the event of any conflict between these Terms and Conditions and any other terms included on the Purchase Order, these Terms and Conditions shall control. This Order does not represent a commitment by DZF to buy additional goods from Vendor or by Vendor to sell additional goods to DZF.