The general terms and conditions
of a purchase order are shown below. Documents describing the standard terms and conditions
contracts and equipment
rental may also be viewed.
General Terms and Conditions of a Purchase Order
ACCEPTANCE: Acceptance of this order is expressly conditioned upon all
of the terms and conditions hereof, which may not be modified or waived by Seller without
the written consent of Buyer. Acceptance of this order should be made by signing and returning
at once the attached copy. However, written acknowledgment of this order confirming price,
or delivery, or shipment of any part or quantity of the articles, material, equipment
or services (hereinafter referred to as "items or services") specified in this
order, shall constitute acceptance of this order and all of the terms and conditions hereof.
This order contains the entire agreement of Buyer and Seller and no modification of the
terms hereof shall be valid unless accepted in writing by Buyer. No terms or conditions
proposed by Seller, whether in Seller's printed acknowledgment or in any other correspondence,
which are a variance with or in addition to the terms or conditions of this order shall
be binding upon Buyer.
All specifications, drawings and data submitted to seller with this order are hereby incorporated
herein and made a part hereof.
PRICE: Buyer shall not be billed at prices higher than stated in this
order without Buyer's written consent. By accepting this order, Seller represents that
the prices charged for the items or services to be furnished hereunder are the lowest
prices charged by Seller to buyers of a class similar to Buyer under conditions similar
to those specified in this order and that such prices comply with applicable government
regulations in effect at time of quotation, sale or delivery. Seller agrees that any price
reduction made to others within such class for items or services covered by this order
subsequent to the placement of this order will be applicable to this order.
DELIVERY SCHEDULE AND DELAYS: Deliveries are to be made both in full quantities
and at times specified in any schedule furnished by Buyer. Buyer will not be liable for
payment for items delivered to Buyer which are in excess of quantities specified. Buyer
may from time to time change the delivery schedule or direct temporary suspension of scheduled
shipments. Seller shall not deliver any items or services in advance of schedule without
Buyer's written consent. Buyer reserves the right to return, shipping charges collect,
all items received in advance of Buyer's delivery schedule.
Time is of the essence of this order, and if delivery of terms or services is not in accordance
with Buyer's delivery schedule or is not otherwise completed at the time specified, Buyer
reserves the right, without liability, in addition to its other rights (including approval
of a revised schedule) and remedies, to terminate this contract by notice effective when
received by Seller, as to stated items or services not yet shipped or performed, and to
purchase substitute items or services elsewhere and charge the Seller with any loss incurred.
Any provisions herein for delivery of items or services by installments shall not be construed
as making the obligations of Seller severable. Shipments sent C.O.D. without Buyers written
consent will not be accepted and will be at Seller's risk.
INSPECTION AND TESTS: The items or services specified in this order may
be inspected and tested by Buyer, through its own employees or others, at reasonable time
and places and shall be received subject to inspection and approval after delivery, notwithstanding
prior payment. Seller, by accepting this order, expressly agrees that payment shall not
constitute final acceptance. Buyer reserves the right to reject and refuse acceptance
of items or services which are not in accordance with Buyer's instructions, specifications,
drawings and data or Seller's warranty (express or implied). At Buyer's option, rejected
items may be held at Seller's risk for Seller's disposition instructions at Seller's expense
or may be returned to Seller at Seller's expense and rejected items or services may be
reworked at Seller's expense. No item or service returned or rejected as defective shall
be replaced or reworked by Seller without written consent of Buyer.
TITLE AND RISK OF LOSS: Unless otherwise specified in this order, title
to, and the risk of loss of any items to be furnished hereunder shall pass to Buyer upon
acceptance by Buyer at Buyer's facility to which delivery is to be made.
PACKING AND TRANSPORTATION: All items shall be packed by Seller in suitable
containers for protection in shipment and storage. Prices set forth in this order include
all charges for Seller's packing and crating. Transportation charges, if any, to Buyer's
facility to which delivery is to be made shall be indicated as a separate item on Seller's
WARRANTY: By accepting this order, Seller warrants the items or services
to be furnished hereunder will be new and free from defects in design, material, fabrication
and workmanship, will conform to Seller's samples specified or furnished, and to Buyer's
specifications, drawings and data and any other description which is part of this order,
will be of merchantable quality, free of defects of materials or workmanship, and suitable
for any particular purpose of which Seller has reason to know and will be rendered competently
by qualified personnel and in accordance with the best accepted practice. Seller further
warrants that such items or services comply and may be used in compliance with all requirements
of Federal, State and local laws, rules and regulations, including, but not limited to,
the Occupational Safety and Health Act of 1970. Seller agrees that this warranty shall
be in addition to any warranties of additional scope given to Buyer by Seller and that
this warranty shall survive acceptance of or payment for goods or services furnished hereunder.
COMPLIANCE WITH THE COMPANY'S CODE OF ETHICS: All relations with vendors
are conducted in accordance with Orange & Rockland's Code of Ethics, and the seller
agrees to abide by all its provisions. The Code governs, but is not limited to, such matters
as the request for - or acceptance of - gifts, gratuities, other considerations, improper
political contributions, the creation of conflict of interest and the misappropriation
of goods, services or funds. A full copy of the Code of Ethics is available upon request
and failure to request it does not diminish the seller's responsibility to be bound by
COMPLIANCE WITH LAW; EQUAL EMPLOYMENT; SAFETY: By accepting this order,
Seller represents, warrants and agrees that it will at all times in the performance of
this order comply with all Federal, State and local laws, rules and regulations, including
but not limited to any provisions with respect to labor relations, minimum wages and hours
or other matters relating to employment and with respect to occupational safety and health.
Without limiting the foregoing, Seller represents, warrants and agrees that:
(i) Where items purchased hereunder are for use, directly or indirectly,
in the performance of a contract with the Federal Government, or with
the State of New York and work thereon is to be performed within the State,
the Renegotiation Act and Armed Forces Procurement Regulations (or procurement
regulations of another agency as appropriate) or the Equal Opportunity
Non Discrimination Clauses in New York Public Contracts shall apply. It
will comply with the requirements of Executive Orders 11246 and 11701,
as amended, and any regulations thereunder and, specifically, it will
comply with the provisions set forth as Attachment
A to this order, except as Buyer may indicate its exemption there from
by checking the appropriate box thereon.
(ii) It will comply with the Occupational Safety and Health Act of 1970 (*OSHA*), New York
State Labor Laws, Sections 200, 240, 241 and 241A, and the regulations and standards issued
thereunder, and all items furnished under this order shall comply with all applicable
provisions of OSHA and the regulations and standards issued thereunder. Seller shall require
these warranties of adherence to OSHA from each subcontractor and supplier it employs
in the performance of this order.
INDEMNITY AND INSURANCE: By accepting this order, Seller agrees to defend
(as directed by Buyer), indemnify and hold harmless Buyer (for purposes of this provision,
Buyer shall be deemed to include its officers, employees, agents and representatives)
against and from any and all liability, actions, claims, demands, suits, judgements, settlements,
losses, damages, liens, costs and expenses (including attorneys' fees) of any nature whatsoever,
imposed on, incurred by or asserted against Buyer in any way arising out of or incidental
to Seller's performance of this order, including but not limited to any such liability,
actions, etc. for injury or death to any person or damage to property, for Federal State
or local taxes, or for public charges and penalties for failure to comply with Federal,
State or local laws, rules or regulations or for the finishing or use by Seller of anything
protected by patent, trademark or copyright. This provision shall survive Seller's delivery
of items or completion of services or other performance hereunder and any other termination
of this order.
Seller further agrees to maintain the following insurance:
(i) Workers' Compensation insurance as required by law, and Employer's Liability insurance
with a minimum limit of $500,000;
(ii) Comprehensive Public Liability and Property Damage insurance, including contingent,
contractual and products/completed operations coverage for a period of two years after
completion of Seller's performance under this order, with minimum limits of $1,000,000
(iii) Automobile Liability Insurance including owned, non-owned and hired automotive equipment,
with minimum limits of $1,000,000 per occurrence;
(iv) Protective Liability Insurance in the name of and covering the liability of Buyer
with respect to the items or services to be furnished hereunder including omissions or
supervisory acts of Buyer, if any, with minimum limits of $1,000,000 per occurrence.
Seller shall carry, at its own expense, any insurance that may be required by it or any
of its subcontractors to protect against all loss of or damage to Seller's or any subcontractor's
sheds, tools, equipment or material or to any property of their employees. Seller shall
hold Buyer harmless from all such loss or damage. Buyer shall be named as an additional
insured on all liability policies. All of the above insurance will be primary to any or
all other insurance coverage and shall not contribute with similar insurance in effect
for Buyer; will contain provisions wherein all rights of subrogation or recovery of any
kind against Buyer are specifically waived by Seller and the insuring entity; and will
be issued by an insurer licensed to do business in the State of New York and New Jersey
with a Best's Rating of not less than "A" and a net surplus of not less then
$25,000,000. Seller shall provide for the Buyer's review and approval, a Certificate of
Insurance verifying the existence of insurance coverages required herein.
TERMINATION: In addition to its remedy for default in delivery, Buyer
shall have the right to terminate this order, in whole or in part, at any time upon written
notice to Seller. In the event of such termination unless such termination is for Seller's
breach of any of the terms or conditions of this order, Buyer will make an equitable termination
payment to Seller based upon percent of order completed, which shall in no event exceed
the total price of this order.
SET-OFF: Buyer shall be entitled at all times to set-off any amount owing
at any time from Seller to Buyer or any of its affiliated companies against any amount
payable at any time by Buyer in connection with this order.
BUYER'S PROPERTY: Unless otherwise agreed in writing:
(i) All specifications, drawings and data furnished or disclosed by Buyer to Seller and
intended for use in connection with this order shall be and remain the property of Buyer.
Seller shall use such specifications, drawings and data only in connection with this order
and shall not show or disclose any thereof to any person, firm or corporation other than
Buyer's or Seller's employees, subcontractors or governmental inspectors. Seller shall
not make copies of such specifications, drawings and data and shall upon Buyer's request
or upon completion of the order, promptly return all thereof to Buyer.
(ii) All materials, tools, dies, molds, patterns, jigs, fixtures, test equipment, and
any other items furnished to Seller by Buyer, or specifically paid for by Buyer, for use
in the performance of this contract shall be and remain the property of Buyer, shall be
subject to removal upon Buyer's request, shall be held at Seller's risk and shall be kept
insured by Seller at Seller's expense while in its custody or control in an amount equal
to the replacement cost thereof, with loss payable to Buyer. Seller agrees to supply detailed
statements of inventory as agreed upon. Seller's invoices for special tools, fixtures,
and the like shown as separate items on the face of this order will not be paid by Buyer
until production quantities or samples are received from Seller and are accepted by Buyer.
AUDIT: Buyer's internal auditing staff or a public accounting firm designated
to represent Buyer shall be afforded free and unrestricted access, at all times, to Seller's
facilities, personnel, books, records, receipts, vouchers, memoranda and other writings
relating to this order; and Seller and its subcontractors shall preserve all such books
and records for a period of two years after the final payment hereunder, during which
period Buyer shall complete any audit that may be desired. If discrepancies or questions
arise, such books and records shall be preserved until agreement is reached. By accepting
this order, Seller represents and agrees that all of its subcontractors under this order
will be bound by these provisions.
NO WAIVER: No failure or delay by Buyer to insist on strict performance
or observance by Seller of any of the terms or conditions of this order or to exercise
any right or remedy hereunder shall operate as a waiver thereof by Buyer; nor shall any
single or partial exercise of any such right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy hereunder.
NO ASSIGNMENT: Neither this order nor any monies due or to become due
hereunder shall be assigned or transferred without Buyer's written consent. By accepting
this order, Seller agrees that it will not subcontract the furnishing or performance of
any completed or substantially completed items or services required by this order, nor
subcontract the performance of any technical or test function required by this order,
without Buyer's written consent.
GOVERNING LAW: This order shall be governed by and construed in accordance
with the law of the State of New York.
GIFT POLICY: Seller is informed that it is a strict Orange
& Rockland/Consolidated Edison policy that neither employees of Orange
& Rockland/Consolidated Edison nor members of their families shall
accept gifts from sellers or others transacting or seeking to transact
any business with Orange & Rockland/Consolidated Edison. The offering
or giving of such gifts by seller, whether or not made with intent to
obtain special consideration, shall be deemed to be a material breach
of contract entitling Orange & Rockland/Consolidated Edison to cancel
the contract and remove seller from its list of qualified bidders if it
elects to do so.