UW-Madison
Standard Terms and Conditions
for Offer to Sell

1. Scope: These Standard Terms and Conditions of Sale are hereby incorporated into this Offer to Sell request and apply in like force to any subsequent award resulting from this Offer to Sell.

2. Applicable Law: Any contract resulting from this Offer to Sell shall be governed under the laws of the State of Wisconsin.

3. Offer to Sell: The Offer to Sell form must be signed by an authorized agent for the firm submitting the offer and submitted with the offer. Subsequent communications must reference this Offer to Sell number.

4. Firm Offer: Offers to buy shall be firm for thirty (30) days from date of Offer to Sell opening, unless otherwise specified in the Offer to Sell by UW-Madison Purchasing Services (hereinafter referred to as "Purchasing").

5. Deviations and Exceptions: Any deviation from these Standard Terms and Conditions, from the specifications or any exceptions taken must be described fully and appended to the response. In the absence of any statement of deviations or exception, offers will be accepted as being in strict compliance with all terms, conditions, and specifications.

6. Warranty: The equipment/material is being sold in working order "as is - where is", no warranty is implied or given. The entire risk as to the quality and performance of the equipment/material being sold is with the BUYER and the BUYER will assume the entire cost of all servicing and repair.

7. Assignment: This contract may not be delegated or assigned without prior written consent of Purchasing.

8. Disposition of Offer to Sell: Offers will be opened and publicly read on the date and time shown on the Offer to Sell. Verbal information regarding offers will be available at the time the offers are opened. The only other time information will be available is after the award is made.

9. Notice of Award: Purchasing will notify only the successful BUYER of each award made, advising that they have five working days to make payment.

10. Quantities: Purchasing reserves the right to increase or decrease quantities or cancel this Offer to Sell in total.

11. Acceptance-Rejection: Purchasing reserves the right to accept or reject all or part of the offer.

12. Payment: Payment in full is to be made prior to the removal of any equipment/material unless otherwise specified. Payment must be by money order, certified (or cashier's) check or cash. Checks must be made payable to the University of Wisconsin-Madison. No personal checks accepted. Payment should be mailed or delivered to the UW-Madison SWAP Accountant, 2102 Wright St., Madison, WI 53704.

13. Sales Tax: Sales are subject to 5.5% sales tax except motor vehicles, or if a tax exempt number is provided. Proof of tax exemption must be provided upon request.

14. Title: SELLER warrants it has good and marketable title to the equipment. Title to the equipment will pass to BUYER upon payment of full purchase price and tax if applicable, and will be free and clear of all liens, claims and encumbrances of any kind.

15. Removal of Equipment: SELLER shall de-install and prepare the equipment for packing. The BUYER will be responsible for packing the equipment, arranging for and paying all transportation charges. Pick up shall be at a date, time and place agreed upon by the parties. Once the title has passed (see 14.0 Title), BUYER shall bear all risk of loss and damage from any cause whatsoever.

16. Insurance Responsibility: The BUYER is required by Wisconsin Statute to maintain, during the life of this agreement, Worker's Compensation Insurance for all employees engaged in the work and Commercial General Liability, Bodily Injury and Property Damage insurance against any claim(s) which might occur. Minimum coverage's for commercial general liability, bodily injury and property damage insurance are $500,000 single limit liability or $250,000 bodily injury per person and $500,000 per occurrence and $250,000 property damage. Higher limits may be required under special conditions, and where requested, must be complied with by buyer as a condition of this OTS.

17. Cancellation: We reserve the right to cancel any agreement(s) resulting from this Offer to Sell in whole or part without penalty due to "just cause" or non-compliance with Standard Terms and Conditions.

18. Hold Harmless: The Board of Regents of the University of Wisconsin System agrees to provide liability protection for its officers, employees and agents while acting within the scope of their employment. The Board of Regents further agrees to hold harmless BUYER, its officers, agents and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this agreement where such liability is founded upon or grows out of the acts or omissions of any of the officers, employees or agents of the University of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.82 and 895.46(1), Wis. Stats.

19. Withdrawal: BUYER may withdraw an offer which was made to Purchasing via phone, in person or in writing prior to the required due date and time.