Rhode Island Code of Regulations
Title 220 - Department of Administration
Chapter 30 - Purchases
Subchapter 00 - N/A
Part 13 - General Conditions of Purchase
Section 220-RICR-30-00-13.4 - Entire Agreement

Universal Citation: 220 RI Code of Rules 30 00 13.4

Current through September 18, 2024

A. Incorporation

The Purchase Order, Purchase Agreement or Letter of Authorization issued by the Division, together with associated documents referenced therein, shall constitute the entire and exclusive agreement between the State and any Vendor receiving an award. As noted in § 13.1 of this Part, the resulting Contract shall incorporate by reference:

1. The "State Purchases Act," R.I. Gen. Laws § 37-2-1, et seq.;

2. The Procurement Regulations adopted pursuant thereto;

3. The Vendor Certification Cover Form;

4. All other applicable provisions of the Rhode Island General Laws and applicable federal laws;

5. The specific requirements described in the solicitation and related solicitation documents;

6. These General Conditions of Purchase, along with applicable addenda as referenced in § 13.34 of this Part herein; and

7. The offer/proposal submitted by Vendor and accepted by the State.

B. Order of Precedence

Unless otherwise approved by the State Purchasing Agent, in the event of any express conflict or dispute regarding a Vendor's proposal, a Vendor's proposed standard terms of sale, the solicitation documents, statutes, regulations and/or these General Conditions of Purchase, the following order or precedence shall generally apply (with 1 being the highest level of precedence):

1. Federal laws and/or regulations (for federally funded contracts only)

2. Rhode Island General Laws;

3. State Procurement Regulations (Parts 1 through 13 of this Subchapter), General Conditions of Purchase and contract Addenda in addition to the General Conditions ("GC Addenda") (§ 13.34 of this Part);

4. The Purchase Order or Purchase Agreement issued by the Division;

5. The offer, proposal or bid submitted by the Vendor and to the extent accepted by the Division;

6. Solicitation documents issued by the Division; and

7. To the extent allowed by law, for an individual procurement, the State Purchasing Agent may agree to an alternate order of precedence to serve the best interest of the State and/or to protect the health, safety and welfare of the State and its citizens.

C. Contract Contingencies

1. All Contracts are subject to the following:
a. All material communication between the State and any Vendor pertaining to any solicitation, award or management of a Contract shall be set forth in writing.

b. Vendor proposals shall be accepted by the Division with the understanding that the issuance of a Purchase Order, Purchase Agreement or Letter of Authorization shall be the only document which creates a binding Contract between the Vendor and the State. The Purchase Order, Purchase Agreement or Letter of Authorization shall bind the Vendor on its part to furnish and deliver goods and/or services at the prices and in accordance with the conditions of Vendor's proposal. A Contract shall be deemed executory only to the extent of funds available for payment of the amounts shown on the Purchase Order. Additionally, any Contract shall be contingent upon the resolution of a timely bid protest.

c. No alterations or variations of the terms of the Contract shall be valid or binding upon an agency, the State, or the Division unless submitted in writing and accepted by the State Purchasing Agent thorough issuance of an approved Purchase Order or Change Order. All Contracts and changes must be approved by and emanate from the Division. Oral agreements or arrangements made by a Vendor with anyone, including an agency or agency employee, shall not be binding upon an agency, the State or the Division unless and until reduced to writing and approved by the State Purchasing Agent through the issuance of an approved Purchase Order, Purchase Agreement or Change Order.

d. Contracts shall remain in force for the term specified in the Purchase Order or Purchase Agreement or until all articles or services ordered before date of termination shall have been satisfactorily delivered or fully rendered and accepted by the State and thereafter until all terms and conditions have been met, unless:
(1) Terminated prior to expiration date by satisfactory delivery against orders of entire quantities, or

(2) Extended upon written authorization of the State Purchasing Agent to permit ordering of the unordered balances or additional quantities at the Contract price and in accordance with the Contract terms, or

(3) Canceled by the State in accordance with other provisions stated herein.

e. All Vendor obligations as described herein shall survive expiration, termination and/or cancellation of the Contract.

Disclaimer: These regulations may not be the most recent version. Rhode Island may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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