Required/Restricted Contract Language

The vast majority of vendor contracts (including credit applications, leases, etc.) have language that conflicts with Louisiana State Law. Some of the more common conflicts are listed below.

• Pre-printed contracts - No contract entered into shall be on preprinted contract forms supplied by a vendor unless otherwise approved by the Purchasing Office. (RS 39:200F).

• Governing Law - All contracts must be governed in accordance with the laws of the State of Louisiana  (RS 9:2778).

• RFP/RFQ - Where written proposals are submitted by vendors, the proposal shall be incorporated into the final contract consummated with that vendor (RS 39:200G).

• Late Payments - Late payment penalties cannot legally be applied to unpaid balances for LSUHSC purchase until 90 days after invoice due date(RS 39: 1695).

Indemnification is another common conflict with most vendor contracts. All indemnification should be mutual. Suggested language to account for this is as follows: "Each party hereto agrees to indemnify, defend, and hold harmless from the other, its officers, directors, agents and employees harmless from and against any and all losses, liabilities, and claims, including reasonable attorney's fees arising in any way from the gross negligence or misconduct of the indemnifying party or of its employees, independent contractors, or agents in performing its obligations under this Agreement provided, however, that neither party hereto shall be liable to the other for any omission, or negligence."

Selected types of contracts and transactions have additional requirements for standard language.    All  contract language inquiries should be directed to your assigned buyer, the Assistant Director of Purchasing or the Director of Purchasing.

As a rule of thumb, no contract should be signed with a vendor until it has been reviewed by the Purchasing office to ensure legality.

 

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