Purchase Order Terms and Conditions
Seller and CSC Holdings, LLC or its affiliate (“Buyer”) agree to be bound by all terms and conditions set forth below, which together with the written information contained in this purchase order, all attachments and exhibits attached hereto and all specifications, drawings, notes, instructions and other written materials and information referred to therein, shall apply to the purchase of the products and/or services described in this purchase order and are incorporated herein and are made a part of this purchase order (collectively referred to herein as “Purchase Order”). CSC Holdings, LLC acts as the purchasing agent for many of its affiliated companies. The party identified in the Ship To field of the Purchase Order is the purchasing entity, and such party is solely responsible for the purchase of goods under the Purchase Order. When the purchasing entity defined in the Ship To field is “CSC Holdings, LLC” or “CSC Holdings, LLC and Affiliates”, then the term “Purchasing Entity” is defined to include NY OV, LLC and CSC TKR, LLC.
1. OFFER: The Purchase Order is Buyer’s offer to purchase, and may be modified or cancelled by Buyer at any time prior to acceptance by Seller without any cost or liability to Buyer. All previous offers by Seller are hereby rejected. The offer to purchase shall expire unless accepted by Seller within seven (7) days of issue. The Purchase Order is not binding upon Buyer unless and until Buyer receives Seller’s written acknowledgement of acceptance. Unless otherwise stated on the face of the Purchase Order, Seller must accept the Purchase Order in writing, which may be by fax, email, first class mail, or recognized air courier service. NO SUCH ACCEPTANCE SHALL BE VALID OR BINDING UPON BUYER UNLESS SELLER INCLUDES THEREIN THE CORRECT PURCHASE ORDER NUMBER PROVIDED ON THE FRONT SIDE OF THE PURCHASE ORDER.
2. ACCEPTANCE: Seller’s acknowledgement of this Purchase Order or commencement of performance hereunder shall constitute Seller’s acceptance of all of the terms and conditions herein. Any acceptance by Seller of this Purchase Order is expressly limited to the terms hereof and to the exclusion of all other or additional terms. This Purchase Order shall be controlling over any additional, inconsistent or conflicting terms of any purchase order, confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, even if accepted in writing by both parties. Except as expressly provided herein, no term or condition of this Purchase Order may be amended or deemed to be waived, except by a writing signed by both parties and clearly understood by both parties to be an amendment or waiver of this Purchase Order. Acceptance of the products or services delivered under this Purchase Order shall not constitute acceptance of Seller’s terms and conditions.
3. TERMINATION FOR CAUSE: Buyer reserves the right to cancel the Purchase Order or any part thereof for cause in the event Seller (1) defaults at any time prior to completion of its performance under the Purchase Order,
(2) breaches or fails to perform any of its obligations in any material respect, (3) becomes insolvent or proceedings are instituted by or against Seller under any provision of any federal or state bankruptcy or insolvency law or (4) ceases to operate in the normal course of business. Seller agrees not to charge or assess any form of cancellation charges or restocking fees upon Buyer due to the cancellation of the Purchase Order. Where such cancellation is through the fault of Seller, Buyer, at its option, and without waiving any of its rights to recover damages or losses sustained, may accept the completed portion of the Purchase Order and pay for the same at the contract price, or may demand that Seller deliver to Buyer the work in process, and Buyer may then complete the work deducting the cost of such completion from the price. Seller further agrees not to demand or assess any cancellation charges of any form and to reimburse Buyer for any shipping or freight expenses billed or paid by Buyer if goods are not acceptable and must be returned to Seller. If it should be determined that Buyer has improperly terminated the contract for default such termination shall be deemed a termination for convenience.
4. TERMINATION FOR CONVENIENCE OF BUYER: Buyer reserves the right to terminate the Purchase Order or any part thereof, at any time, by written, telephone, facsimile or email notice to Seller for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall not be paid for any work done after receipt of the notice of termination, or for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided. Seller shall not unreasonably anticipate the requirements of the Purchase Order. If Buyer terminates after shipment, commencement of services or other performance, Seller shall be paid a reasonable termination charge consisting of a percentage of the Purchase Order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination.
5. PACKAGING AND TRANSPORTATION: Unless otherwise specified, all goods to be delivered shall be boxed, crated and stored without charge and shall be packed and packaged a) to assure against damage from transportation and weather, b) insure safe arrival, c) secure the lowest transportation costs and d) comply with the requirements of common carriers. Buyer’s Purchase Order numbers must be plainly marked on all invoices, packages, packing lists, bills of lading, shipping receipts and shipping orders. Bills of Lading or shipping receipts should accompany the invoice. A packing list shall accompany each box or package shipped. Buyer’s count or weight shall be final and conclusive on shipments not accompanied by packing lists. Invoices shall be mailed in original only to the attention of Buyer’s Accounts Payable Department at the address listed in Section 30 hereunder immediately after each shipment. Extra freight and/or cartage charges resulting from routing differing from Buyer’s instruction may be charged to Seller’s account. No substitutions of goods or services shall be made without written authorization of Buyer. Seller shall make no package quantity change on any Purchase Order without written authorization of Buyer.
6. RISK OF LOSS AND TITLE: Unless otherwise specified, goods are purchased F.O.B. Destination and title and risk of loss will pass to Buyer at the point of delivery at the “Ship-To” location of Buyer indicated on the Purchase Order. Buyer shall not be liable, nor obligated to pay for goods shipped until received at the “Ship To” location of Buyer indicated on the face hereof and in good condition. Buyer shall have the right to determine the “good” condition of the merchandise or parts by reserving the right to inspect the goods at the time and place of delivery before accepting them.
7. SHIPMENT AND DELIVERY: Time is and shall remain of the essence of this Purchase Order. No act of Buyer, including without limitation, acceptance of late deliveries or prior payment shall constitute a waiver of this provision. Goods must be routed in accordance with Buyer’s instructions. Seller shall deliver the products and/or services ordered by Buyer on or before the close of business on the On-Site Delivery Date specified on the Purchase Order or according to the schedule thereon stated. Buyer shall have the right to demand all of the goods or services at one time during the scheduled period or in portions, as directed by Buyer, from time to time during that period. Seller’s failure to meet any arrival date shall constitute a material breach of the Purchase Order, as a result of which Buyer may terminate the Purchase Order.
Seller shall notify Buyer immediately of any actual or potential labor disputes or other cause that is delaying or threatens to delay the timely performance of this Purchase Order. Such notice shall not constitute a waiver by Buyer of any Seller’s obligations hereunder. If only a portion of the products specified in this Purchase Order is available for shipment to meet the Delivery Date specified in this Purchase Order, Seller shall, unless Buyer instructs otherwise, (i) ship the available products in time to ensure timely delivery and (ii) ship the remaining portion of the products as soon as such products become available to Seller.
Buyer assumes no liability for material produced, processed or shipped in excess of the amount specified in the Purchase Order and shall have the right to refuse or return at Seller’s risk and expense shipments made in excess of the quantities contained herein or in advance of delivery schedule. Buyer’s return shipment to Seller of any of the following products shall be at Seller’s own risk and expense, including, without limitation, transportation and insurance charges: (i) products that do not meet the warranties specified herein; (ii) products which are not accepted by Buyer pursuant to Section 8 “ACCEPTANCE AND INSPECTION”; (iii) products which constitute over-shipments or early shipments by Seller and (iv) Seller’s shipment to Buyer of all replacement and reworked products to replace nonconforming products (transportation and insurance charges for replacement or reworked products shall include round trip shipment).
8. ACCEPTANCE AND INSPECTION: All material and work shall be subject to inspection and test by the Buyer to the extent practicable at all times and places. The exercise of this right of inspection and test, however, shall in no way relieve Seller of its obligations to furnish all material and work in strict accordance with this Purchase
Order. Each item ordered will be subject to final inspection and acceptance by Buyer notwithstanding that title may have passed to Buyer, that Buyer may have made a prior payment or that Buyer may have performed some type of source inspection. Buyer reserves the right to reject any article, which is defective in material or workmanship or does not conform to drawings, specifications or samples at Seller’s risk and expense. Delivery of defective or nonconforming parts shall not be deemed to satisfy the delivery schedule required herein nor shall acceptance of any item be deemed to alter the obligation of Seller or the rights of Buyer under this Section 8.
9. WARRANTY: Seller warrants and represents that the goods shipped shall (a) be free of defects in design, workmanship and materials, including, without limitations, such defects as could create a hazard to life or property; (b) conform in all respects with all applicable federal, state and local laws, orders and regulations, including, but not limited to, those regarding occupational safety and health; (c) not infringe or encroach upon Buyer’s or any third party’s personal contractual or proprietary rights, including patents, trademarks, copyrights, rights of privacy or trade secrets; (d) conform to all of Buyer’s specifications, drawings, samples or other descriptions if any, delivered to Seller, which may change from time to time; (e) be in new and unused condition, unless otherwise specified by Buyer. If Buyer was shown any sample of the goods, Seller warrants that the goods shipped will be of equal or superior quality thereto.
Unless manufactured pursuant to detailed design furnished by Buyer, Seller assumes design responsibility and warrants that items be suitable for the purpose intended. The warranties of Seller together with its service warranties and guarantees shall run to Buyer, its assigns and each successive customer. In addition, Seller agrees to pass any warranty benefits to Buyer that Seller receives from its suppliers of any item ordered hereunder.
Seller’s warranty shall be effective for the period of time set forth on the face of the Purchase Order and if no other period is specified, this warranty shall be effective for the longer of Seller’s normal warranty period or for a period of one (1) year after delivery. All goods returned to Seller for breach of warranty hereunder shall be at Seller’s expense including expenses and penalties incurred by Buyer in recalling such goods or articles containing such goods which have been delivered to Buyer’s customer.
Seller represents and warrants that any services provided under the Purchase Order shall be performed by qualified personnel in accordance with Buyer’s specifications, published documentation, industry standards and applicable laws and regulations, whether local, state or federal. Services shall be deemed non-conforming if Seller, in Buyer’s sole discretion, fails to comply in any material respect with Buyer’s specifications, published documentation, or industry standards.
Seller represents and warrants to Buyer that it owns all right, title, and interest, including, without limitation, all rights under all copyright, patent and other intellectual property laws, in and to, or has licensing rights to, any software programs and other information and technology procured under the Purchase Order, whether as a stand- alone good or embedded component of a procured good. Notwithstanding the foregoing, Seller grants Buyer a perpetual, irrevocable (except for Buyer’s breach of the terms of the license granted), non-exclusive, worldwide, fully paid, transferable license to use such software programs and other information and technology necessary for the successful operation, use, and functionality of the good or service.
10. CHANGES: Buyer shall have the right to make changes from time to time in any of the design specifications (if the goods to be furnished hereunder are to be specifically manufactured in accordance with Buyer’s design specifications), packing, destination, delivery schedule or quantity (provided that the change of quantity does not increase the quality of any item to be delivered by more than 10%) of any item of this Purchase Order. If such changes cause an increase or decrease in the cost of performance hereunder or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified in writing accordingly.
11. PRICES: Seller warrants that the (net) price to be charged for the items covered by this Purchase Order will not exceed prices charged others for like material under comparable conditions. If the price is in excess of the amount specified herein, Seller agrees not to ship the items except after obtaining Buyer’s approval. Seller will give Buyer benefit of any price declines prior to date of shipment or Seller shall refund the excessive amount paid by Buyer.
12. INVOICING AND PAYMENT: Seller shall be paid the prices stipulated herein, less deductions if any, after delivery and inspection by Buyer of the goods, services, or work at Buyer’s plant or other place designated in the Purchase Order and after the submission of proper invoices or vouchers, except that Buyer shall have the right to defer payment on advance deliveries until the time such payment would have been due if the deliveries had been made as scheduled. Unless otherwise specified, payment will be made on partial deliveries inspected and accepted by Buyer when the amount due on such deliveries so warrants.
If prepayment of transportation charges is authorized, Seller shall include the transportation charges from the F.O.B. point to the destination as a separate line item on the invoice stating the name of the carrier used and method of shipment.
Delays in receiving statements or invoices, and also errors and omissions on statements will be considered just cause for withholding payment without losing any applicable discount privileges. Payment will be made on undisputed invoices or statements in accordance with the terms on the face hereof, however if invoice payment terms are left blank then Buyer shall have sixty (60) days from receipt of goods and services to make payment. Notwithstanding the foregoing, payment will be due only upon Seller’s full and faithful performance in accordance with the terms and conditions of the Purchase Order.
13. ADVERTISING: Seller agrees not to make or cause to be made, or permit any of its subcontractors (including lower tier subcontractors) to make any public disclosure relative to this Purchase Order (including any information generated thereunder), through press releases, Company periodicals, public lectures, theses and the like without first obtaining written approval from the Buyer. Seller shall make no use of any identification of Buyer, or its or their affiliated companies, in its advertising or promotional efforts in reference to activities undertaken by Seller under the Purchase Order without Buyer ‘s prior written consent, which may be withheld in Buyer ‘s sole discretion. The term “identification” includes any trade name, trademark, service mark, insignia, symbol, or any simulation thereof, and any code, drawing, specification, or evidence of Buyer ‘s inspection. Seller agrees to remove any such identification prior to any sale, use or disposition of material or equipment rejected or not purchased by Buyer, and shall indemnify Buyer and their affiliated companies against any claim arising out of Seller’s failure to do so.
14. CONFIDENTIAL INFORMATION AND BUYER-OWNED OR FURNISHED MATERIAL: All specifications drawings, models, samples, tools, designs, computer or other apparatus programs, technical or business information or data, written, oral or otherwise, owned or controlled by Buyer (“Information”) furnished to or acquired by Seller related to the Purchase Order, or in contemplation of the Purchase Order, shall remain Buyer’s property and other information furnished by Buyer to Seller shall be maintained in confidence by Seller and shall not be reproduced, disclosed, duplicated, or used, except to the extent required for the performance of this Purchase Order and Seller will take all reasonable precautions to prevent any unauthorized reproduction or disclosure without the prior written consent of Buyer. Upon completion of this Purchase Order, Seller shall promptly return to Buyer, at Seller’s sole cost and expense, specifications, drawings, samples and other data furnished by Buyer in connection herewith, together with all copies or reprints in written, graphic or other tangible form then in Seller’s possession or control, and Seller shall thereafter make no further use either directly or indirectly, of any such specifications, drawings, samples, data or any information derived therefrom without Buyer’s written consent.
15. BREACH OF CONTRACT: If Seller fails to perform or comply with any provision of this Purchase Order, including delivery schedules, Buyer may cancel this Purchase Order in whole or in part and may consider such failure or noncompliance as a breach of this contract. Buyer expressly retains all its rights and remedies provided by law in the case of such breach, and no action by buyer shall constitute a waiver of any such right or remedy.
16. ATTORNEY’S FEES: Seller agrees that in the event that Buyer becomes a part of any action arising out of, from or as the result of or predicated upon the Purchase Order, Seller shall pay to Buyer its reasonable attorney’s fees and court costs incurred in connection therewith.
17. FORCE MAJEURE: Neither party shall be liable to the other party for any delay or non-performance by reason of act of God, fire, explosion, flood, windstorm, earthquake, trade embargoes, governmental regulations, war, civil unrest, or any other cause beyond such party’s reasonable control (a “Force Majeure Event”). The party whose performance is affected will use commercially reasonable efforts to develop a mutually acceptable work around plan in an attempt to minimize the impact of a Force Majeure Event. If any force majeure condition occurs, the party delayed or unable to perform shall give immediate notice to the other party, stating the nature of the force majeure condition and any action being taken to avoid or minimize its effect, and the party affected by the other’s delay or inability to perform may elect to: (1) suspend the Purchase Order for the duration of the force majeure condition and (i) at its option buy, sell, obtain or furnish elsewhere material or services to be bought, sold, obtained or furnished under the Purchase Order (unless such sale or furnishing is prohibited under the
Purchase Order) and deduct from any commitment the quantity bought, sold, obtained or furnished or for which commitments have been made elsewhere and (ii) once the force majeure condition ceases, resume performance under the Purchase Order with an option in the affected party to extend the period of the Purchase Order up to the length of time the force majeure condition endured and/or (2) when the delay or non-performance continues for a period of at least fifteen (15) days, terminate, at no charge, the Purchase Order or the part of it relating to material not already shipped, or services not already performed. Unless written notice is given within forty-five (45) days after the affected party is notified of the force majeure condition, (1) shall be deemed selected.
18. PATENT RIGHTS: When payment is made for experimental, developmental, or research work, as such, to be performed in accordance with special requirements of the Buyer, Seller agrees to disclose and on request to assign to Buyer, each invention resulting therefrom. All proprietary rights embodied in design, tools, patterns, drawings, information, equipment, and schematics supplied by Buyer under the Purchase Order are reserved and their use is restricted to the work to be performed hereunder. Seller shall not disclose any details connected with the Purchase Order to any third party except as may be required to insure performance, without first obtaining the written consent of Buyer.
19. INFRINGEMENT INDEMNITY: Seller shall indemnify, defend and hold harmless Buyer and its affiliates, successors, assigns and customers from any and all expenses, liability and loss of any kind (and the costs and expenses, including attorney’s fees) growing out of claims, suits or actions alleging that Seller’s goods or services furnished to Buyer hereunder infringe any patent, trademark, copyright, trade secret or other proprietary interest. Seller shall indemnify Buyer and its customers for any loss, damage, expense or liability that may result by reason of such infringement or claim, except where such infringement or claim arises solely from Seller’s adherence to Buyer’s written instructions or directions which involve the use of material other than (1) commercial material which is available on the open market or is the same as such material, or (2) material of Seller’s origin, design or selection: and Buyer shall so indemnify Seller in such excepted cases. Each party shall defend or settle, at its own expense, any action or suit against the other for which it is responsible under this clause. Each party shall notify the other promptly of any claim of infringement for which the other is responsible, and shall cooperate with the other in every reasonable way to facilitate the defense of any such claim.
20. STATUTES AND REGULATIONS INDEMNITY: Seller warrants that in the performance or work under this Purchase Order, it has complied with or will comply with all applicable federal, state and local laws, and ordinances and all lawful orders, rules and regulations thereunder. Seller shall indemnify Buyer against all losses or account of claims which may arise out of Seller’s violations or potential violations, of applicable federal, state or local laws and ordinances and against all loss on account of claims of injury to persons (including death) or of damage to property which may result in any way from any act or omission of Seller, or its agents, employees, or subcontractors. Seller shall also maintain such Public Liability, Property Damage, Employees Liability and Compensation Insurance and Motor Vehicle Liability (Personal Injury and Property Damage) as will protect Buyer as well as Seller or its subcontractors from said risks and from any claim under any applicable Workmen’s Compensation or Occupational Disease Statutes.
21. GOVERNING LAW AND WAIVER: The Purchase Order and these Terms and Conditions shall be governed by and interpreted in all respects including validity and effect, in accordance with the laws of the State of New York. The failure of Buyer to enforce at any time any of the provisions of this Purchase Order or the terms and conditions herein shall not be construed as a waiver of the right of Buyer to enforce each and every such provision.
22. NONDISCRIMINATION. CSC Holdings, LLC is committed to a policy of nondiscrimination in its selection of Sellers, contractors and other suppliers. All qualified Sellers, contractors and suppliers are reviewed without regard to race, color, religion, sex, national origin, ancestry, age, marital or veteran status, sexual orientation preferences or non-disqualifying physical or mental handicaps. Accordingly, Seller shall comply with all applicable local, state, and federal laws prohibiting discrimination in hiring and employment on the basis of any protected characteristic.
To the extent applicable, this Seller and any subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.
23. Executive Order 13496. To the extent applicable, the employee notice requirements set forth in 29 C.F.R. Part 471, Appendix A to Subpart A, are hereby incorporated by reference into this Purchase Order.
24. INSTRUCTIONS:
Send all invoices in duplicate, using simplified invoice form, to:
CSC Holdings, LLC (Note: The Bill-To entity name can vary from order to order)
PO Box 849
Bethpage, NY, 11714
Attn.: Accounts Payable Department; or via e-mail to: [email protected]