General Purchase Order Terms & Conditions
Products & Services
These terms and conditions apply to all purchase orders to which they are attached or within which they are referenced, and along with any Exhibits, are issued by Charter Next Generation, Inc. (“CNG” or “Buyer”) to purchase products or services from the party to whom it is sent (“Supplier”) and together form a binding Purchase Order Agreement (also herein referred to as this “PO” or this “Agreement”). This PO may be accepted by any reasonable indication of acceptance by Supplier, including acknowledgement or commencement of performance by Supplier.
This Agreement is between the Buyer and the Supplier listed on the front of the PO. This Agreement constitutes Buyer’s offer for Supplier to supply named products (“Purchased Products”) or services (“Purchased Services”) and is a binding contract subject to the terms and conditions set forth herein when it is accepted by Supplier or on commencement of performance hereunder. No revision to this PO or condition stated or proposed by Supplier in accepting or acknowledging this PO shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless subsequently and specifically accepted by Buyer in writing. In the event there are conflicting terms and conditions between this PO and an active and valid master agreement fully executed by both parties (the “Other Agreement”), the Other Agreement will prevail through the term of the Other Agreement.
1. Acceptance
By shipping the Purchased Products or performing the Purchased Services specified in the PO, Supplier accepts the PO and agrees to be bound by the terms and conditions provided herein. Any modifications of this PO will come in the form of a revised PO signed by Buyer and all terms herein shall remain in full force and effect. No modifications to this PO shall be accepted unless agreed to in writing by Buyer.
2. Timely Performance
Supplier acknowledges and agrees that time is of the essence in the delivery of the goods or performance of the services within the time frame mutually agreed upon by Buyer and Supplier, is vital to the interest of Buyer, and that failure to complete the services within such timeframe constitutes a material breach of this Agreement.
3. Payment Terms
Buyer shall pay PO invoices submitted by Supplier within sixty (60) days of receipt of such invoices. Late payments will not be subject to any form of late fee or finance charge.
4. Invoicing
Invoices shall be issued electronically to the following email address- accountspayable@cnginc.com immediately after shipment of goods or rendering of service is complete to the address shown on the face of the PO Agreement and including an “attention to” line indicating the Supplier’s primary business contact at Buyer. Delays in receiving invoices, errors, or omissions on invoices or lack of supporting documentation required by the terms of this PO Agreement will be cause for postponing the start of the payment terms until the correct information is received. Buyer will not be responsible for charges on invoices received more than 120 days after the rendering of service is complete or shipment of the goods unless indicated otherwise in a written agreement between Buyer and Supplier.
5. Term & Termination
This Agreement shall be effective as of (a) the date of Supplier’s signature below, or (b) the date Supplier gives any other indication of acceptance such as an email or beginning performance, whichever is earlier. This Agreement shall thereafter continue in full force until Supplier has completed its performance and Buyer has paid all sums owed under the PO, or until terminated by Buyer in accordance with this Section or cancelled in accordance with Section 9 below. Buyer may terminate this Agreement by delivering thirty (30) days’ written notice to the Supplier. In the event of termination, unless expressly provided otherwise in this Agreement, Buyer shall pay Supplier for actual services or products provided by Supplier to Buyer pursuant to this Agreement through the effective date of such termination. All representations, indemnification, confidentiality and choice of law provisions shall survive the expiration or termination of this Agreement.
6. Confidentiality
Supplier acknowledges that it is, may be or will be privy to Confidential Information of Buyer. Supplier agrees it will use the Confidential Information only in the furtherance of its work under the PO Agreement and shall not transfer or otherwise disclose the Confidential Information to any third party except with written authorization from an officer of Buyer. The term “Confidential Information” shall be deemed to include all information that is disclosed by Buyer to Supplier concerning any purchased goods or services, orally or in writing, and whether or not marked as “confidential” or “proprietary”. Confidential Information of a Buyer shall include, but not be limited to, that Buyer’s: (a) business plans, methods, and practices; (b) personnel, customers, and suppliers; (c) inventions, processes, methods, products, patent applications, and other proprietary rights; (d) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information; (e) art work development; and (f) and any other intellectual property solutions.
All Confidential Information will be held in complete confidence and, without the disclosing Party’s prior written consent, will not be disclosed, in whole or in part, to any third person (other than Representatives, as defined below), nor will any Confidential Information be used for any purpose other than direct use of services or supplies provided. The term “person” as used in this agreement shall be broadly interpreted to include the media and any corporation, group, partnership, limited liability company or other entity or individual. For the avoidance of doubt, all buyer and supplier relationships that either Party introduces to the other Party are deemed to be Confidential Information and may not be disclosed, directly or indirectly, in whole or in part, to other customers, suppliers, or competitors of either Party. In the event that Buyer and Supplier have executed a written confidentiality agreement, separate from this PO (a “Confidentiality Agreement”), then the Confidentiality Agreement shall control.
7. Security Incidents
In the event that Supplier discovers or is notified of a breach, potential breach of security, or security incident at Supplier’s Facility or of Supplier’s systems, Supplier shall immediately notify Buyer of such potential security breach, whether or not such breach has compromised any of Buyer’s confidential information.
Supplier agrees to notify Buyer within 24 hours of employee separation where the employee had physical access to CNG facilities or has active access to Buyer’s systems and/or networks.
8. Changes
Buyer reserves the right at any time prior to shipment of Purchased Products to make a change as to: (a) specifications; (b) method of delivery; (c) place of delivery, (d) schedule of delivery, and (e) quantities of delivery.
9. Cancellation
Buyer reserves the right to cancel this PO Agreement, or any portion of thereof, without liability, if; (a) as time is of the essence in this PO Agreement, delivery is not made when and as specified; (b) Supplier fails to meet contract commitments as to exact time, price, quality or quantity; (c) Supplier ceases to conduct its operation in the normal course of business; (d) Supplier is unable to meet its obligations as they mature; (e) proceedings are instituted against Supplier under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Supplier; or (g) any assignment is made by Supplier for the benefit of creditors. Buyer also reserves the right to cancel for any other reason permitted by the Uniform Commercial Code then in effect in the State of Illinois. In the event of a cancellation, Buyer shall have no further obligations to Supplier except to pay for deliverables that were provided to Buyer prior to such termination and were accepted by Buyer. Upon termination, Supplier shall provide any transition assistance that may be reasonably requested by Buyer.
10. Delivery
Supplier shall deliver the goods or services to Buyer by appropriate conveyance no later than by the dates specified in the PO Agreement.
11. Inspection and Rejection
All goods are subject to final inspection and acceptance by Buyer at destination notwithstanding any payment. Such inspection will be made within a reasonable time after receipt of goods. Buyer shall notify Supplier if any goods delivered hereunder are rejected, and at Buyer’s election and Supplier’s risk and expense, such goods shall be held by Buyer or returned to Supplier. No replacement or correction of nonconforming goods shall be made by Supplier unless agreed to in writing by Buyer.
12. Disputed Charges
Where any item or items on an invoice are disputed Buyer may withhold payment for the item or items so disputed until such time as the dispute is resolved.
13. Supplier’s Representations & Warranties
Supplier represents and warrants that: (a) Supplier owns all rights, title and interest in the Purchased Products and Purchased Services and has legal authority to sell, license or otherwise transfer the right to use or sell the same to the Buyer; (b) the Purchased Products covered under the Purchase Order are of good and merchantable quality and free from defects in design, material and workmanship, are safe and conform to applicable specifications, drawings, samples, descriptions and associated documentation provided to the Buyer in writing; (c) the Purchased Products and Purchased Services, and the production and sale thereof, and all warranties, guarantees, representations by Supplier made or authorized to be made in connection therewith are in all respects in compliance with all applicable international, federal, state, local laws, rules and regulations.; (d) the Purchased Products and Purchased Services are fit for the intended purpose or use of Buyer; (e) no Purchased Product and/or Purchased Service, or their sale or use will infringe any patents, trademarks, copyrights, trade secrets or similar intellectual property rights of any third party; (f) Supplier will comply with all federal, state and locals laws, ordinances, rules and regulations applicable to its performance under this Agreement, (g) Supplier has not changed any compositions, formulations, or other constituents of the Purchased Products without written approval from Buyer, and (h) the Purchased Services shall be performed in a good workmanlike manner and in accordance with industry standards.
14. Compliance with Laws
Supplier represents and warrants that no law, regulation or ordnance of the United States, or any state or governmental authority or agency has been violated in the manufacture, procurement, transporting or sale of any of the deliverables or services furnished, work performed or service rendered pursuant to this PO Agreement.
15. Indemnification
Supplier shall assume entire responsibility for and shall defend, indemnify and hold Buyer, and its directors, officers, employees and agents (collectively, the “Indemnitees”) harmless against all losses, liabilities, claims, costs and expenses arising directly or indirectly out of or in connection with the performance related to this PO Agreement arising from, but not limited to: Injury to any person in the employment of the Supplier or any Supplier subcontractors; Loss of or damage to the property of Supplier, any subcontractor and any of their respective personnel whatsoever and howsoever arising, or by reason of any actual or alleged infringement of any patent, copyright, trade secret, or any other intellectual property rights arising out of the services, products and/or deliverables supplied to Buyer by Supplier. The provisions of this paragraph “Indemnification” shall survive the termination of the PO Agreement for whatever reason.
16. Insurance
Whenever Supplier shall, by virtue hereof, have in its possession property of Buyer, Supplier shall be deemed as insurer thereof and shall be responsible for its safe return to Buyer.
If Supplier is to perform any services for Buyer on any premises owned or controlled by Buyer or elsewhere, Supplier agrees to: (1) keep such premises and work free and clear of all mechanic’s liens, and furnish to Buyer proper affidavits and/or waivers certifying thereto; (2) perform such services at Supplier’s sole risk prior to its written acceptance by Buyer, and replace at Supplier’s sole expense all property damaged or destroyed by any cause whatsoever; (3) carry workmen’s compensation insurance covering all employees to be used by Supplier or Supplier’s subcontractors in connection with such services and general liability insurance covering Supplier’s liability hereunder; and (4) prior to commencing the performance of any services hereunder, furnish to Buyer certificates of its insurance carrier showing that such workmen’s compensation and liability and property damage insurance is in force.
17. Equal Opportunity
Supplier will conduct its business without any form of discrimination on account of race, sex, gender, color, religion, national origin, age, physical or mental disability, or veteran’s status.
18. Assignment
No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon Buyer until its written consent has been obtained.
19. Force Majeure
Both parties shall be relieved from any and all liability under or in connection with this PO Agreement to the extent that such liability arises from any failure to perform any of its obligations under or in connection with this PO Agreement has been caused or contributed to by a force majeure event or circumstance including acts of God, war, hostilities (whether war be declared or not), civil disturbance, government action, strikes, lock-outs, or labor disputes, computer virus, or any other event or circumstance or cause whatsoever beyond the reasonable control of the party.
20. Governing Law
This PO and all subsequent PO’s shall be governed by and construed in accordance with the laws of the State of Illinois.
21. Subcontractors
If Supplier engages any third parties to provide services (“Subcontractors”) to Buyer in connection with this Agreement, Supplier shall enter into written agreements with Subcontractors that, at a minimum, require Subcontractors to abide by all of the terms contained in this Agreement. Any such Subcontractors must be approved in advance by Buyer in writing. If such Subcontractors are approved by Buyer and engaged by Supplier to perform services in connection with this Agreement, Supplier shall be responsible to the Buyer for the actions and omissions of such subcontractors.
22. Entire Agreement
This Agreement, together with any relevant attachments, constitutes the entire Agreement between the Parties with respect to the subject matter hereof. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue in full force and effect. If Buyer has signed Supplier’s contract, proposal or statement of work (collectively, “Supplier’s Contract”), such Supplier’s Contract is incorporated into this Agreement. Should a conflict arise between the Supplier’s Contract and this PO Agreement, then the Supplier’s Contract shall prevail.
23. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but taken together shall constitute one instrument.
24. Amendments
This Agreement may not be amended, extended or modified except by written instrument executed by Buyer’s authorized officer and Supplier.
25. Sustainability
Supplier agrees to abide by the CNG Vendor Code of Conduct found at https://cnginc.com/vendor-code-of-conduct/ and to support Buyer’s climate initiatives, including greenhouse gas emissions reductions, water stewardship, and bio-diversity protection.
