Overview

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This article will demonstrate how to navigate Supplier Terms and Conditions

Critical Concepts

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• Most vendors accept a UC San Diego Purchase Order (PO) without signing their document
• A fully executed PO has standard UC Terms and Conditions and is a legally binding agreement for the procurement of goods and/or services by the University that defines performance standards, scope of work, and complex terms associated with the purchase of a good or service 
• Since a PO is used for individual, one time transactions and become legally binding only upon the acceptance or performance of the Supplier do not sign any supplier documents including quotes, agreements, contracts, Letters of Intent (LOI) or Memorandums of Understanding (MOU) unless you have UC Delegation of Authority from UC Procurement Services or your campus location
• Procurement & Contracts specialists (Professional Buyers) have delegation of authority and can review the document, assist in negotiation, as well as sign the document
• Professional Buyers understand possible areas of disagreement and can negotiate with the Supplier to come to a mutual agreement for complex, highly sensitive procurements where risk must be minimized, if deemed appropriate
• In accordance with UC BUS-43 Materiel Management governing purchase agreement policy, UC San Diego cannot sign external purchase agreements without an extenuating circumstance
• The terms and conditions proposed by the vendor are unfavorable, or unacceptable, to standard UC business practice
• Supplier documents often contain terms and conditions that are in conflict with the business rules and policies of the university
• UC does not automatically agree to the following Supplier clauses:
  
  • Evergreen/automatic renewal clauses
  • Transfer of end-user information ownership to the vendor
  • Mutual indemnification
  • Limitation of warranties
  • Limitation of liability
  • Supplier quotes stating their terms govern any order arising out of use of their quote
• A requisition must be entered in Oracle Procurement before terms and conditions can be negotiated

Steps to Take

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1. Review the Suppliers document; a quote with a signature line at the bottom doesn't mean UC needs to sign
2. Send the Supplier an email with the UCOP Terms and Conditions Blink page
3. If the Supplier is adamant, please submit a Service and Support ticket
4. Within the ticket please include the following for expedited service
   
   1. Oracle requisition number
   2. Supporting documentation showing the Supplier knows UCs stance and still wishes to have their papers signed
   3. Supplier contact information
   4. Supplier's document requiring signature
5. A Professional Buyer will review the requisition amount, previous POs issued, and documentation included to provide a solution