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A. Purpose

The Purchasing Department was created in 1945 as the central purchasing authority for Princeton University for purchase contracts, vendor agreements and purchasing transactions for the procurement of goods and services. This policy sets forth the circumstances requiring, and procedures for obtaining, Office of General Counsel review.

B. Responsibilities/Procedures

1. Office of General Counsel Review - Purchase contracts, agreements and transactions (of any value) that include the Princeton University Standard Terms and Conditions documents do not require Office of General Counsel review, except for the following circumstances:
   
   • a. The Director of Purchasing, or authorized designate, specifically identifies that the purchase contract, agreement or transaction requires Office of General Counsel review.
     
     
   • b. The purchase contract, agreement or transaction includes changes to any one of the following Princeton University standard Terms and Conditions clauses:
     
     • i. Clause 3a, Terms and Conditions of Insurance (also see Policy 2.22, Coordination with Office of Risk Management).
       
       
     • ii. Clause 7, Indemnification and Hold Harmless.
       
       
     • iii. Clause 8, Applicable Laws/Legal Claims/Disputes.
       
       
   Please note that the three clauses listed above offer significant protection to the University. Therefore, every possible effort should be made to secure a vendor that accepts these clauses as written. Only in those rare instances where the Purchasing Department is unable to find a suitable vendor that will accept these provisions as written will an alteration to the Princeton University standard Terms and Conditions be considered.
   
   
2. Office of General Counsel Assistance - While it is not required, it may be prudent to obtain Office of General Counsel assistance when dealing with the following:
   
   • a. Changes to the Princeton University standard Terms and Conditions clauses other than those listed above.
     
     
   • b. Contract claims and disputes issues.
     
     
   • c. Other issues as deemed necessary by the Director of Purchasing, or authorized designate.
     
     
3. Other Assistance - As required, a representative from the Office of General Counsel will assist with any global updates/revisions to the entire set of standard set of Princeton University General Terms and Conditions.
   
   
4. File Documentation - The contract file shall be documented to indicate that the requirement for Office of General Counsel review has been satisfied, or when applicable, that Office of General Counsel assistance has been obtained.

C. References

• Princeton University Standard Terms and Conditions
• Office of the General Counsel Web Site
• Contracting Website