午夜AV

GENERAL TERMS & CONDITIONS AND INSTRUCTIONS

1. Terms. These Standard Terms for Purchases (these “Terms”) are incorporated in and shall govern the terms of the Purchase Order (the “Order”, and together with the Terms and all exhibits attached to or incorporated by reference in the Order, the “Agreement”). If 午夜AV University of Chicago (“午夜AV”) and Vendor (as defined on the face of the Order) have entered into a separate written agreement, duly executed by both parties, then those terms shall govern the Order, rather than these Terms. If the Agreement follows a Request for Proposal (“RFP”), Request for Quotation (“RFQ”) or Request for Bid (“RFB”, and RFB, FRP and RFQ, each a “Request”), then the following order of precedence will apply: (a) the Agreement, (b) the Request, and (c) Vendor’s response to the Request. 午夜AV expressly rejects any different or additional terms suggested before or after the Agreement, including any terms of a Vendor’s response to a Request or any other offer by Vendor (each a “Response”), even if a Response asserts that the terms of the Response override the terms of the Agreement.
2. Additional/Different Terms. If the Order has been issued by 午夜AV in response to an offer by Vendor and if any of the terms or conditions of the Agreement are additional to or different from any terms or conditions of such offer, then the issuance of the Order by 午夜AV will constitute an acceptance of such offer, subject to the express condition that Vendor accepts such additional and different terms or conditions of the Agreement and acknowledges that the Agreement will prevail with respect to the subject matter of any such offer. 午夜AV hereby gives notice of 午夜AV’s objection to any different or additional terms or conditions, including without limitation any terms or conditions that conflict with the Agreement. No such additional or different terms or conditions contained in any printed form of Vendor will become part of the Order or the Agreement, despite 午夜AV’s acceptance of any products and/or services (the “Goods” and “Services”, respectively) provided thereunder. An Order is valid only as written, and may be modified only by a written instrument executed by 午夜AV, and handwritten changes on the Order’s face will have no effect unless initialed by authorized representatives of both parties.
3. Acceptance. The Order and the Agreement will be deemed accepted on the earlier of: (a) Vendor’s making or signing any other form or acknowledgment; (b) 10 days after Vendor’s receipt of the Order, unless Vendor has delivered to 午夜AV a notice of non-acceptance, detailing the specific terms to which Supplier objects; (c) the shipment by Vendor of any Goods; (d) the furnishing or commencement of any Services; (e) the acceptance of any payment by Vendor thereunder; or (f) any other conduct by Vendor that recognizes the existence of an agreement pertaining to the subject matter thereof.
4. Revocation. 午夜AV has the right to revoke the Order, in whole or in part, at any time as to all or any portion of the Goods then not shipped or Services then not performed, without liability to 午夜AV, by giving written notice to Vendor. No such revocation will relieve Vendor of its obligations related to any Goods delivered and/or Services provided prior to such revocation.
5. Changes. 午夜AV may unilaterally make changes to the Order at any time, and Vendor will accept such changes. If any such change causes an increase or decrease in the price of the Order, or in the time required for Vendor’s performance, an equitable adjustment will be mutually agreed upon by the parties.
6. Regulations. If the Order indicates that it is placed under a United States Government Contract or Grant, then it is subject to all Applicable Laws (defined below) applicable to such United States Government Contract or Grant, including without limitation 2 CFR § 200 “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” Grant General Conditions (GC-1) 01/09, Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS). The United Nations Convention on the International Sale of Goods (CISG) does not apply to any Order for Goods made pursuant to the Agreement. “Applicable Laws” means, collectively, all applicable laws, rules, regulations, ordinances, codes and legal requirements and legal requirements, including without limitation the Uniform Commercial Code, as amended from time to time.
7. Title and Risk of Loss. Title to and risk of loss of the Goods only passes to 午夜AV upon 午夜AV’s receipt, inspection and acceptance of such Goods in accordance with the Agreement. All Goods are personal property, even if they become attached to any real property.
8. Delivery and Installation. Time is of the essence. Delivery and installation of Goods may be made between 8:30 A.M. and 4:00 P.M., Monday through Friday, Central time, legal and 午夜AV holidays excluded, unless otherwise reasonably requested by 午夜AV. 午夜AV will select the delivery location. Vendor will maintain and provide proof of delivery. If any Goods cannot be delivered or installed in a timely manner, written notice thereof must be given immediately to 午夜AV. Any such notice will not constitute a waiver of 午夜AV’s rights under the Agreement, nor in any way affect Vendor’s responsibility to deliver and install Goods in accordance with the delivery schedule specified by 午夜AV.
9. Freight Terms. Unless otherwise stated on the face of the Order, 午夜AV’s freight terms are F.O.B. Destination, Freight Prepaid and Allowed. Vendor is solely responsible for all costs and expenses in connection with the delivery of any Goods, including without limitation costs and expenses for delivering, shipping, packing, marking, transporting, labeling, custom duties, taxes, storage, insurance, boxing and crating. Separate freight invoices will not be accepted. Collect shipments will be returned at Vendor’s expense.
10. Shipping and Packing. Vendor assumes full responsibility for delivering, shipping, packing, transporting, storage, insurance, boxing and crating and liability for loss or damage of Goods in transit. Vendor will provide two copies of each packing slip with each shipment, identifying 午夜AV’s purchase order number, the delivery location (e.g., building and room number), the Goods and the quantity of the Goods in the shipment. 午夜AV’s purchase order number must appear on all invoices, shipping documents and labels.
11. Hazardous Material, Packing, Labeling and Shipping. Vendor agrees, with respect to any applicable Goods, to: (a) package, label, transport and ship Goods containing hazardous materials and any other regulated materials, in accordance with all Applicable Laws; and (b) furnish any appropriate Material Safety Data Sheets.
12. Rejection or Refusal of Goods or Services. 午夜AV reserves the right to inspect all Goods and Services, and reject and refuse acceptance of any or all items that are, in 午夜AV’s judgment, defective or nonconforming, notwithstanding any prior payments or inspections by 午夜AV. 午夜AV may withhold payment in whole or in part for nonconforming or defective Goods or Services. 午夜AV may return to Vendor any Goods at Vendor’s expense (including without limitation transportation cost) as described in this Section 12: (a) for a credit or refund; or (b) for replacement.
13. Payment. Vendor will promptly (within 90 days of delivery, installation (if applicable) and acceptance of Goods and Services) invoice 午夜AV, as instructed on the face of the Order, for delivered, installed (if applicable) and accepted Goods and Services, and 午夜AV will pay such invoices within 30 days of receipt. Vendor will furnish supporting documentation upon request. All invoices will be net of any taxes from which 午夜AV is exempt. All amounts due and payable by 午夜AV to Vendor will be subject to deduction or setoff by 午夜AV for any claims 午夜AV may have against Vendor. 午夜AV’s payments may be made via 午夜AV Procard, check, wire transfer or electronic funds transfer, as determined by 午夜AV in 午夜AV’s sole discretion. As of the Order date (the “Effective Date”), Vendor has provided to 午夜AV a complete and accurate Internal Revenue Service Form W-9 or Form W-8, as applicable.
14. No 午夜AV Liabilities. 午夜AV, 午夜AV’s affiliates, agents, employees, officers, directors and trustees will not have any obligations, liabilities or responsibilities (of any kind, for payment or otherwise): (a) for Vendor (except for 午夜AV payments set forth in Section 13) or any Vendor Personnel (defined below); (b) for any Goods manufactured, furnished, sold or provided by Vendor or any third party; (c) for any Services furnished, provided or performed by Vendor, Vendor Personnel or any third party; or (d) for any acts, errors or omissions of Vendor or any Vendor Personnel. “Vendor Personnel” means, collectively, (v) Vendor; (w) the respective workers, personnel and employees of Vendor or any Vendor affiliate, parent or subsidiary; (x) any other workers, personnel, staff, employees, directors, trustees, officers, agents, consultants, subcontractors, partners, managers and members of Vendor or Vendor’s affiliates, parents or subsidiaries; (y) any individuals or entities with whom Vendor or Vendor’s affiliates, parents or subsidiaries contract; and (z) any individuals who or entities that are otherwise acting on behalf of Vendor or whose acts Vendor may otherwise be liable for; provided, however, that in no event does Vendor Personnel include 午夜AV or any 午夜AV affiliate, agent, employee, officer, director, trustee or student acting for or on behalf of 午夜AV.
15. Warranties. Vendor represents and warrants that: (a) all Goods and Services conform to all requirements and appropriate standards; (c) all Goods are free from defects in material, workmanship and title; (c) all Goods and Services are merchantable, and are safe and appropriate for the purposes of such Goods and Services (if Vendor knows or has reason to know the particular purpose for which 午夜AV intends to use the Goods or Services, Vendor also represents and warrants that such Goods and Services are fit for such particular purpose); (f) all Goods and Services conform in all respects to representations made to 午夜AV; (g) Vendor has title to and owns the Goods at the time of delivery to 午夜AV and Vendor has the right to provide the Goods to 午夜AV; (h) the prices for the Goods and Services provided to 午夜AV under the Agreement are not less favorable than those extended to any similar customer for the same or similar Goods or Services in similar quantities or scope of work and such prices do not breach or violate any Applicable Law relative to price discrimination, price fixing or price stabilization; (i) if prices for Goods or Services are reduced during the term of the Agreement, Vendor will reduce the prices under the Agreement accordingly, effective as of the date of such price reduction; (j) no additional costs or expenses of any type are or may be added to the prices of Goods or Services; (k) neither Vendor, nor any Vendor Personnel, has received gifts or gratuities from, or given gifts or gratuities to, 午夜AV or any 午夜AV affiliates, agents, employees, officers, directors, trustees or students, nor participated in any other unethical conduct in connection with the Agreement; (l) neither the Services, the Goods nor any component part thereof infringe on or violate any patent, copyright, trademark, trade secret or intellectual property or other proprietary right or interest of any other person or entity; and (m) Vendor agrees to not use third party intellectual property provided to Vendor by 午夜AV for Vendor’s use in connection with the Services, the Goods or any component part thereof, except for the purpose of performing Vendor’s obligations under the Agreement. Vendor transfers to 午夜AV any manufacturer and any other representation and warranty available as a result of Applicable Laws, and such representations and warranties set forth in this Section 15 will not be construed as restricting or limiting any other warranties provided in the Agreement. To the extent a conflict arises between the representations and warranties in the Agreement and any representations or warranties, whether express or implied, offered by Vendor or any manufacturer or available as a result of Applicable Laws, the conflict will be resolved in the broadest manner that is most favorable to, beneficial for and protective of 午夜AV. With respect to manufacturer warranties, Vendor agrees to provide 午夜AV with any reasonably necessary assistance to pursue 午夜AV’s rights under such warranties. Vendor’s representations and warranties will run for the period of the Agreement to 午夜AV, 午夜AV’s successors, assigns and users of the Goods or Services. Vendor will hold 午夜AV harmless from any breach of the warranties contained in the Agreement, and no limitations on 午夜AV’s remedies referenced in Vendor’s documents shall reduce this obligation. These warranties are in addition to all warranties contained under Applicable Law.
16. Indemnification and Limitations. Vendor will indemnify, defend and hold harmless 午夜AV, 午夜AV’s affiliates, employees, officers, trustees, directors and agents from and against any and all claims, liabilities, loss, damage, expense or legal fees arising in connection with any defect in the Goods or Services or from any act, error or omission, operations, product, good or service of Vendor or Vendor Personnel. This obligation is in addition to the warranty obligations of Vendor. 午夜AV will not be liable to Vendor or Vendor Personnel for any anticipated profits or incidental or consequential damages. 午夜AV’s liability on any claim for loss, damage or expense arising in connection with the Agreement will not exceed the price of the Goods or Services, or units thereof, which give rise to the claim. 午夜AV will not be liable for penalties of any kind. Any action arising from any alleged breach of the Agreement by 午夜AV must be commenced within one year after the cause of action has accrued.
17. Insurance. Vendor will procure and maintain throughout the term of the Agreement, at Vendor’s expense, from an insurer duly authorized to do business in Illinois and having a minimum A.M. Best rating of A-/VII, the below listed insurance coverages: (a) Commercial General Liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, property damage, products liability and completed operations and including a waiver of subrogation in favor of 午夜AV University of Chicago. 午夜AV University of Chicago and its trustees, officers, employees, agents and affiliates will be named as additional insureds on a primary and non-contributory basis; (b) Business Automobile Liability insurance on all owned, non-owned and hired vehicles used in connection with the Agreement with minimum limits of $1,000,000 per occurrence for bodily injury and property damage, and including a waiver of subrogation in favor of 午夜AV University of Chicago; (c) Worker’s Compensation insurance in the State of Illinois’ statutory amounts and Employer’s Liability insurance coverage with a minimum limit of $1,000,000 per accident, $1,000,000 per disease and $1,000,000 in the aggregate, and including a waiver of subrogation in favor of 午夜AV University of Chicago; (d) Umbrella Liability insurance with minimum limits of $5,000,000 per occurrence and $5,000,000 in the aggregate excess of primary Employer’s Liability, Commercial General Liability and Business Auto Liability policies and following form as to additional insureds and as to waivers of subrogation; (e) If Services are being rendered, Professional Liability insurance with minimum limits of $3,000,000 per each claim and $3,000,000 in the annual aggregate, covering acts, errors or omissions including without limitation services performed or advice given in connection with the Agreement; (f) If hazardous materials will be transported, delivered or handled in connection with the Agreement, Pollution Liability insurance with minimum limits of $3,000,000 per claim and in the aggregate, and including coverage for third-party liability and property damage and cleanup; and (g) Network Liability insurance including Third Party Security and Privacy Liability covering Vendor’s acts, errors or omissions, including without limitation dissemination or unauthorized use of data; privacy regulatory actions and privacy expenses including notification and credit monitoring expenses with minimum limits of $3,000,000 each claim and $3,000,000 aggregate. Such coverages will provide for 30 days’ prior notice to 午夜AV before any material modification or termination of such coverages. The issuance or maintenance of insurance of any type by Vendor will not be deemed to release or limit Vendor from any of the indemnities, obligations, liabilities or risks imposed by the Agreement or applicable legal requirements. Vendor will furnish current certificates of insurance to 午夜AV University of Chicago, 820 N. Michigan Avenue, Chicago, IL 60611, RiskManagement@luc.edu, Attn: Risk Manager.
18. Termination. 午夜AV may terminate the Agreement for any reason by giving Vendor written notice thereof at least 30 days prior to the effective date of the termination. In the event of Vendor’s breach of the Agreement or intentional making of an erroneous certification or misrepresentation in connection with the Agreement, 午夜AV may immediately terminate the Agreement upon written notice to Vendor. Vendor will immediately notify 午夜AV if Vendor violates, breaches or fails to preform, or delays performance of the Agreement, or if Vendor anticipates any of the foregoing. 午夜AV may immediately, without notice, terminate the Agreement in the event Vendor becomes insolvent, makes a general assignment for the benefit of Vendor’s creditors, suffers or permits the appointment of a receiver for Vendor’s business or assets, becomes subject to or initiates a proceeding under any Applicable Law relating to bankruptcy or insolvency or has wound up or liquidated Vendor’s business. In the event of any termination by 午夜AV pursuant to the Agreement: (a) 午夜AV will not be liable to Vendor or any Vendor Personnel for any amount; (b) Vendor will be liable to 午夜AV for any and all losses, damages and expenses (including without limitation costs of cover) sustained by reason of the termination; and (c) to the extent 午夜AV has pre-paid any amounts under the Agreement, Vendor agrees to refund such pre-paid amounts to 午夜AV upon such termination. Notwithstanding anything to the contrary herein, Vendor will not be paid for anything less than total performance by Vendor under the Agreement, as determined by 午夜AV in 午夜AV’s sole discretion.
19. Force Majeure. The failure of 午夜AV to fulfill 午夜AV’s obligations pursuant to the Agreement (including without limitation payment) will not be considered a breach of a material term of the Agreement if such failure is caused by unforeseen events beyond the reasonable control of 午夜AV (any such occurrence, a “Force Majeure”). In the event of a delay caused by a Force Majeure, 午夜AV’s performance will be suspended and the period of time for such performance will be extended for the time of the delay. If a Force Majeure occurs, Vendor will continue to perform pursuant to the Agreement. Notwithstanding the foregoing, if such a Force Majeure occurs for more than 10 consecutive days, 午夜AV may terminate the Agreement immediately upon notice to Vendor.
20. Confidentiality. Vendor will regard and keep strictly confidential all information furnished by 午夜AV to Vendor or Vendor Personnel (collectively, “Confidential Information”), including the Agreement, and will not disclose Confidential Information to any other party or use Confidential Information any purpose other than its performance under the Agreement, unless Vendor first obtains 午夜AV’s written permission. Without 午夜AV's prior written consent, Vendor will not advertise or publish the fact that 午夜AV has contracted to purchase Goods and/or Services from Vendor, use the Agreement as any part of its advertising or use 午夜AV’s name in connection with Vendor’s sales promotions or publicity. Vendor and Vendor Personnel will comply with the Family Educational Rights and Privacy Act of 1974, as amended. Vendor will not infringe on the proprietary rights of 午夜AV or any third parties. Upon termination or expiration of the Agreement, Vendor will promptly return, or, at 午夜AV’s discretion, destroy all Confidential Information. Vendor agrees that with a breach of this Section 20, will irreparably harm 午夜AV, and entitle 午夜AV to equitable and any other appropriate relief. Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner at any time by Vendor to 午夜AV will be deemed secret or confidential, and Vendor will have no rights against 午夜AV with respect thereto except as may exist under patent laws.
21. Data Security. Vendor will: (a) secure and use appropriate physical and technical safeguards to prevent any unauthorized access to, use of, or disclosure of Personal Information (defined below); (b) correct any feature of vulnerability in their systems that has allowed unauthorized access to any data or information accessible from or contained therein or that may allow or contribute to allowing any unauthorized access to such information in the future; (c) comply with all Applicable Laws and applicable policies, rules and regulations of 午夜AV concerning data security and the protection of Personal Information; and (d) comply with all applicable standards and publications concerning data security and the protection of Personal Information. Vendor agrees that Vendor will be responsible for providing, at Vendor’s expense, credit report monitoring or other reasonable protections, as determined by 午夜AV, for individuals affected by the unauthorized access to, use of, or disclosure of their Personal Information that is attributable to an act, error, or omission of Vendor or any Vendor Personnel. Upon expiration of the Agreement, Vendor will either, as requested by 午夜AV, destroy any student information or records Vendor has obtained from 午夜AV in a manner that completely protects the confidentiality thereof or return any such information and records to 午夜AV. “Personal Information” means any personally identifiable information any person and any information protected by Applicable Laws relating to privacy or any applicable industry standards. Personal Information is considered Confidential Information.
22. Nonexclusive. The Agreement is not exclusive, and nothing contained in the Agreement will be construed or interpreted as prohibiting, limiting, impairing or restricting 午夜AV from purchasing, leasing or otherwise obtaining any other similar or related products as the Goods or Services from any other party.
23. Names, Trademarks and Logos. Vendor recognizes 午夜AV’s ownership and title to 午夜AV’s names, logos, trademarks, service marks and trade names whether or not registered (collectively, the “午夜AV Marks”). Vendor will not impair the rights of 午夜AV in and to the 午夜AV Marks. Vendor has no license or other rights to print, display or otherwise use, and will not acquire any rights in, the 午夜AV Marks. Any unauthorized use or modification to the 午夜AV Marks is expressly prohibited. No right of ownership in the 午夜AV Marks is conferred to Vendor in the Agreement. Vendor warrants that it owns or otherwise has the right to grant, and hereby grants to 午夜AV, a license to use and display Vendor’s names, logos, trademarks, service marks and trade names whether or not registered (collectively “Vendor Marks”) in connection with the Agreement. Vendor will, at its sole cost, obtain and supply any third party licenses required for 午夜AV to use Vendor Marks or any goods or other materials furnished by Vendor. Vendor has the right to approve 午夜AV’s use or display of Vendor Marks, which approval may not be unreasonably withheld.
24. Taxes. 午夜AV is organized exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time, and is exempt from paying certain taxes. Vendor will not charge 午夜AV for such taxes. 午夜AV’s payments to Vendor constitute reasonable compensation for the Goods and Services rendered by the Vendor to 午夜AV during the term of the Agreement.
25. Governing Law and Compliance. The Agreement will be construed under and governed by the laws of the State of Illinois. The sole jurisdiction for actions related to the subject matter of the Agreement is any court (state or federal) sitting in Cook County, Illinois. Vendor will comply in all respects with all Applicable Laws governing or relating to the Agreement, the Goods, the Services or the duties, obligations or business practices of Vendor. Vendor will require and ensure that Vendor Personnel comply in all respects with this Section 25.
26. Amendments. The Agreement may be modified or amended only by written agreement executed by both parties. Any attempt by one party to unilaterally modify or amend the Agreement will be null and void. In the event Vendor enters into terms of use agreements or other agreements or understandings, whether verbal or in writing, with any 午夜AV employees, students, trustees, officers, agents or affiliates, such agreements will be null, void and without effect, and the terms, conditions and provisions of the Agreement will apply. 午夜AV will not be bound to any other terms, conditions and provisions set forth in any documents, agreements or policies on any Vendor website unless such terms, conditions and provisions are set forth in the Agreement. Vendor may not unilaterally change any term or condition of the Agreement.
27. Notice. All notices relating to the Agreement must be in writing and delivered by messenger or overnight carrier or mailed by first class mail, certified mail or registered mail, to the other party. Notices to 午夜AV: 午夜AV University of Chicago, 820 N. Michigan Avenue, Chicago, IL 60611, Attn: Associate Vice President for Strategic Financial Planning; Notices to Vendor: the address specified on the face of the Order.
28. Miscellaneous. Vendor represents and warrants that Vendor has partnered with the Fair Labor Association to ensure that the Goods are manufactured under ethical working conditions and that such products are manufactured in accordance with guidelines established by the Worker Rights Consortium. Vendor will not discriminate against any student, employee, applicant, customer, guest or any other person at any time because of race, color, religion, national or ethnic origin, ancestry, sex, age, disability, marital status, parental status, sexual orientation, gender identity, military/veteran status or any other factor protected by any Applicable Law. Any waiver of any particular term or condition of the Agreement, or breach or violation thereof, does not imply waiver of such term or condition, or enforcement of such term or condition, or any other term or condition of the Agreement in the future. The rights and remedies of 午夜AV set forth in the Agreement are not exclusive, are in addition to any other rights and remedies available to 午夜AV in law or in equity or otherwise and may be exercised either concurrently or separately. The exercise of any one right or remedy will not be deemed an election of such right or remedy, or preclude the exercise of any other right or remedy. The Agreement does not constitute, create or otherwise imply a joint venture, partnership or business organization of any kind. Vendor and 午夜AV are independent parties and the personnel of one party will not be deemed the personnel of the other. Each party is solely responsible for the payment of all compensation and employee benefits owed to each party’s respective personnel, including payment of any taxes related to employment and workers’ compensation insurance. If any term or condition of the Agreement is held to be invalid or unenforceable, then that term or condition or portion notwithstanding, the Agreement will remain in full force and effect, and such term or condition or portion will be deemed omitted, and the Agreement will be construed as if such term or condition has not been contained in the Agreement. All performance undertaken and payments made prior to the Effective Date is deemed to have been undertaken or made in anticipation of, and subject to, the Agreement. All terms and conditions of the Agreement containing continuing obligations or that by their nature should survive the termination and expiration of the Agreement will survive the termination and expiration of the Agreement. Without limiting the foregoing, Sections 14-16, 18, 20 and 22-38 will survive any termination of the Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, offers, proposals, communications, agreements and understandings of the parties, whether written, oral or implied. No part of the Agreement may be assigned, transferred or subcontracted by Vendor without 午夜AV’s prior written consent, and anything in contravention of the foregoing is null and void. The Agreement will inure to the benefit of Vendor and 午夜AV and to their successors and permitted assigns.
29. Specialty Gases. Without limiting anything in the Agreement, if the Goods are gases in gaseous and/or liquid form, welding equipment and/or related welding supplies (collectively, “Specialty Gases”), then: (a) Vendor will not take any action in violation of any applicable law that could result in liability of 午夜AV; (b) all such Specialty Gases will confirm to the description thereof as published by the manufacturer at the time of the sale; (c) Vendor will maintain records of cylinder deliveries and returns under the Agreement for a 10 year period or greater; (d) Vendor will bar code all cylinders of Specialty Gases delivered to 午夜AV; (e) Vendor will be solely responsible for the acts and omissions of any Vendor Personnel; (f) Vendor will ensure that Vendor Personnel comply with the terms of the Agreement; (g) Vendor will defend, indemnify and hold harmless 午夜AV, its officers, employees, trustees, students, agents and representatives from and against any and all demands, claims, damages, liabilities, expenses, losses of every nature and kind, including, but not limited to, attorney’s fees and costs, sustained or alleged to have been sustained in connection with or arising out of any act or omission of Vendor or any Vendor Personnel; (h) Vendor will obtain any permits or licenses necessary for its operations or for otherwise performing its obligations under the Agreement; (i) Vendor will deliver the Specialty Gases and provide the Services to 午夜AV in a responsible, safe, secure, ethical and professional manner using the highest degree of care; (j) Vendor will comply with all applicable 午夜AV policies while accessing 午夜AV’s properties, as determined and identified by 午夜AV from time to time, in its sole discretion (the “Sites”); (k) any damage to the Sites or to any other 午夜AV property resulting from Vendor’s acts or omissions will be repaired to 午夜AV’s satisfaction at Vendor’s expense; (l) Vendor will be solely responsible for the in-person delivery of the Specialty Gases; (m) Vendor will not use any third party couriers, agents or representatives or any other third parties to deliver the Specialty Gases; and (n) Vendor will not mail, ship or messenger any Specialty Gases to any Sites or to any other 午夜AV property. This section will survive the termination of the Agreement.