For Suppliers

Procurement Services
1 East Jackson Boulevard, Chicago IL 60604-2217

PURCHASE TERMS AND CONDITIONS
Effective Date April 18, 2002 - April 18, 2008

1. ACCEPTANCE: This order is for the purchase of the goods (herein referred to as "The Article") and/or services described on the front side hereof and is Buyer's offer to Seller. Acceptance of this order constitutes acceptance of all conditions herein stated. Unless otherwise stated, all deliveries and prices are f.o.b. Buyer's destination and Seller shall pay all transportation, insurance, packaging and other charges and taxes to the f.o.b. point.

2. WARRANTY-PRODUCT: The Seller expressly warrants that all Articles shall be merchandisable within the meaning of Article 2-S14(2) of the Uniform Commercial Code (see "CONTROLLING LAW") in effect on the date of this order. In addition to all warranties which may be prescribed by law, the Articles shall conform to specifications, drawings, and other description and shall be free from defects in materials and workmanship. Seller also warrants that to the extent the Articles are not manufactured pursuant to detailed designs furnished by Buyer, that they will be free from defects in design. Such warranties, including warranties prescribed by law, shall run to Buyer, its successors, assigns, customers, and to users of the Articles for a period of one (1) year after delivery or for such longer periods as may be allowed by law.

3. PRICES: If prices shown on this order are incorrect, the order must not be filled at higher prices without the authority of the Buyer. If prices are not shown on this order, the order must not be filled at higher prices than last quoted, without authority of the Buyer.

4. DISCOUNT TERMS: Time, in connection with discount offered, will be computed from date of delivery at destination, from date of acceptance, or from date of receipt of properly certified and correct invoice, whichever is the later date. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date on which an agreed adjustment of price is reached.

5. SALES TAX EXEMPTION: Unless otherwise specifically indicated on the face of this purchase order, this transaction is exempt from the Illinois Retailers Occupation Tax and other service or sales or use tax and all invoices should be net of such taxes. Tax exempt #E9990-9022-06.

6. PATENT INFRINGEMENT INDEMNITY: The Seller hereby indemnifies the Buyer against all damages resulting from infringements of patent, trademark, copyright or other intellectual property right by reason of purchasing goods covered by this contract. The indemnity also includes the reimbursement to the Buyer of all costs, loss, damage or expense, including legal fees, it may incur in connection with any claim of infringement.

7. TERMINATION: (a) Buyer may terminate this order, in whole or in part, without liability to Buyer, if deliveries are not made at the time and in the quantities specified or in the event of a breach or failure of any of the other terms or conditions hereof. (b) Buyer may terminate this order in whole or in part, at any time for its convenience by notice to Seller in writing. On receipt by Seller of such notice, Seller shall, and the extent specified therein, stop work hereunder and the placement of subcontracts, terminate work under subcontracts outstanding hereunder and take any necessary action to protect property in Seller's possession in which Buyer has or may acquire an interest. Any termination claim must be submitted to Buyer within sixty (60) days after the effective date of the termination.

8. CHANGES: Buyer at any time may make changes in the quantities ordered or in the specifications or drawings relating to the Articles or may change or amend any other term or condition of this order, in which event an equitable adjustment will be made to any price, time of performance, and/or other provisions of this order required to be changed thereby. Any claim for such an adjustment must be made within fifteen (15) days from the date of receipt by Seller of such change. All changes to the original order must be submitted to the vendor in writing. Failure to obtain a written change order may result in payment delay.

9. COMPLIANCE WITH STATUTES AND GOVERNMENT REQUIREMENTS: Seller warrants and certifies that all materials of Articles listed hereunder have been and will be produced in compliance with and subject to (a) all applicable federal and state statutes, amendments thereto and regulations issued pursuant thereto, and (b) all applicable orders and regulations of the executive and other departments, agencies, and instrumentalities of the United States. By acceptance hereof, Seller certifies compliance with the "Fair Labor Standards Act" of 1938 (as amended) in the performance of this order and that any equipment or machinery sold hereunder complies with requirements of the Occupational Safety and Health Act as amended.

10. NONDISCRIMINATION IN EMPLOYMENT: DePaul University , an Equal Opportunity Employer, and all parties to this transaction, will maintain and promote nondiscrimination regarding race, color, religion, national origin, sex, age or handicap in all phases of employment matters, including facilities. In accordance with the Civil Rights Act of 1964 and Executive Orders thereunder.

11. INDEMNITY AND INSURANCE: Seller shall indemnify and hold Buyer, its customers and users of the purchased Articles, harmless for any property damage, personal injuries, or death arising out of Seller's (or its subcontractor's) work or performance hereunder and shall procure and maintain insurance against such risks as Buyer shall reasonably request.

12. ASSIGNMENT: Seller shall not assign this order or any interest herein, including any performance or any amount which may be due or become due hereunder, without Buyer's prior written consent.

13. SUBCONTRACTING: If any Articles are to be made to Buyer's design or services or modifications are to be provided with respect to property owned by Buyer, the Buyer, at its own option, may require Seller to furnish waivers of lien or Contractor's affidavits as necessary to protect the Buyer's interest in the subject property. All subcontracting by Seller with respect thereto shall be subject to Buyer's written approval.

14. ADVERTISING: Seller shall not advertise or publish the fact that Buyer has placed this order without Buyer's prior written consent except as may be necessary to comply with a proper request for information from an authorized representative of any government unit or agency.

15. CONTROLLING LAW: This order and the performance of the parties hereunder shall be controlled and governed by the law of the state of Illinois.

16. NOTICE OF LABOR DISPUTES: Whenever an actual potential labor dispute is delaying or threatens to delay the timely performance of this order, Seller shall immediately give notice thereof, including all relevant information with respect thereto, to Buyer. Seller shall insert the substance of this paragraph in any subcontract hereunder so that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall immediately notify Seller of all relevant information with respect to such dispute.

17. TRADEMARKS: Buyer warrants that all of the trademarks Buyer requests Seller to affix to the Articles purchased are those owned by Buyer and is understood Seller shall not acquire or claim any rights, title, or interest therein, or use any of such trademarks on any Articles produced for itself or anyone other than Buyer. All DePaul registered trademarks and logos must display this notation ®.

18. GENERAL: All warranties shall be construed as conditions as well as warranties. No waiver of a breach or of any provision of this order shall constitute a waiver of any other breach or provision. This order shall constitute the entire agreement between the parties. (a) Purchase Order must have purchase order number to be valid. (b) All packing slips, invoices or other correspondence regarding this transaction must refer to this purchase order number. (c) Invoice must be submitted in duplicate. (d) Buyer reserves the right to cancel this order if not shipped within time specified and to change Seller for failure to consign shipments in accordance with directions.

19. ADDITIONAL CONDITIONS: In the event this purchase order is issued under or pursuant to a federal, state or other government contract or grant identified on the face of this purchase order, those additional conditions required by said contract or grant or by operation of law shall be incorporated herein and made additional conditions. If any, the additional conditions shall apply. The Buyer agrees to provide copies of any additional conditions upon Seller's request.