1. ORDER. These Terms and Conditions (“Terms”) shall exclusively govern the Purchase Order (“Order”) issued by Cox Media Group, LLC or its subsidiary (“CMG”) to the supplier identified on the Order (“Supplier”). Any performance or other conduct by Supplier in furtherance of fulfilling the Order shall constitute acceptance by Supplier of such Order and these Terms. The Order expressly limits Supplier’s acceptance to these Terms, which prevail over any terms or conditions contained in any proposal, quote or other document and expressly excludes Supplier’s general terms and conditions and any other document issued by Supplier in connection with the Order.
2. PRICE. The Order must not be filled at a higher price than shown on the Order. All amounts are expressed in U.S. dollars. If no price is shown, Supplier must notify CMG of the price and obtain CMG’s written acceptance before filling the Order. The price shall not in any event be higher than the lowest price Supplier provides to its other customers ordering similar quantities. Unless otherwise provided on the Order, delivery of goods shall be FOB destination and Supplier will not charge for boxing, packing, crating or other charges.
3. TAXES. CMG will not be liable for any taxes with respect to the Order, except for sales, use and similar taxes imposed by any governmental authority for the purchase of the applicable goods, which Supplier is required by law to collect from CMG. Supplier shall not collect any such taxes if CMG has provided Supplier with a tax exemption certificate.
4. INVOICES. Supplier shall issue an invoice referencing the Order number, item number, description of items, quantities, unit prices and applicable totals. Any taxes are to be stated separately and the invoice shall comply with the requirements of all applicable taxing authorities. Failure to submit a proper invoice may result in delayed payment or returned invoices.
5. PAYMENT. As full consideration for Supplier's satisfactory provision of the goods, CMG will pay Supplier's invoice no later than forty-five (45) days following CMG’s receipt of the invoice unless otherwise indicated on the Purchase Order. CMG’s payment of the invoice constitutes full and complete satisfaction of all amounts due under the invoice and for the Order. Supplier shall be conclusively presumed to have waived Supplier's right to receive payment for goods covered by the Order if Supplier has not properly submitted an invoice for the goods within six (6) months of the date of the Order.
6. TERMINATION. CMG may terminate the Order for convenience at any time by providing written notice to Supplier. CMG shall pay for any goods delivered prior to the date of such termination. In addition to any other remedy provided at law or equity, CMG shall also have the right to terminate or cancel the Order in the event Supplier (a) fails to comply with any condition of the Order or the Terms; (b) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy or similar officer for all or parts of its business or assets; or (c) avails itself of or becomes subject to any bankruptcy proceeding under the laws or any jurisdiction relating to insolvency or the protection of rights of creditors.
7. PACKAGING. All goods included in the Order shall be (a) packaged, marked and otherwise prepared for shipment in accordance with good commercial practices; (b) acceptable to common carriers for shipment at the lowest rate for the particular goods and in accordance with applicable regulations; and (c) adequate to ensure safe arrival at the named destination. A packing list must be enclosed in all shipments showing the Order number and the exact quantity and description of all goods shipped.
8. DELIVERY. Shipments must equal the exact amounts identified in the Order and no partial shipments or runt cartons, changes or substitutions in specifications may be made without CMG’s prior written consent. Supplier shall report to CMG any delays in schedule immediately as they become known to Supplier. CMG reserve the right to cancel the Order and effect cover if Supplier cannot comply with the schedule(s) indicated on the Order. CMG may return over shipments to Supplier at Supplier's expense. If it becomes necessary for Supplier to ship by a more expensive mode than specified on the Order in order to meet a schedule or delivery deadline, Supplier shall pay any resulting premium transportation cost. Time is of the essence with respect to the Order, and if Supplier fails to comply with CMG’s delivery schedule or otherwise fails to comply with these Terms, CMG may terminate the Order without liability.
9. RISK OF LOSS. Regardless of the method of shipment, Supplier agrees to deliver all goods included in the Order to the location(s) specified on the Order at Supplier's own risk. Supplier shall bear the risk of loss, destruction or damage until the items are accepted by CMG.
10. CONFIDENTIALITY. All specifications, documents, artwork, or drawings delivered to Supplier by CMG, and any other non-public information CMG discloses to Supplier, shall remain CMG’s property, and is provided to Supplier solely for the purpose of Supplier's performance of the Order and on the express condition that neither the Order nor the information contained therein or provided in connection therewith shall be disclosed to others or used for any purpose other than in connection with fulfilling the Order in accordance with the Terms. Supplier's confidentiality obligations shall survive any cancellation, termination or completion of the Order.
11. WARRANTY. Supplier expressly warrants that all goods and services supplied to CMG in fulfillment of the Order shall (a) conform to the specifications, drawings or other descriptions upon which the Order is based; and (b) be fit and sufficient for the purpose intended, merchantable and of good material and workmanship, in each case free from defects and free and clear of all liens and encumbrances. Inspection, testing, acceptance or use of the goods by CMG shall not affect Supplier's obligations under this warranty, and such warranty shall survive inspection, testing, acceptance and use of the goods. Supplier agrees to replace or promptly correct defects in any goods or services not conforming to the foregoing warranty, in each case without expense to CMG. If Supplier fails to correct such defects in or replace such non-conforming goods or services promptly, CMG may make such corrections or effect cover at Supplier's expense.
12. ACCEPTANCE. Payment by CMG for the goods delivered hereunder shall not constitute CMG’s acceptance. CMG retains the right to inspect the goods provided and to reject any or all of the goods which are in CMG’s judgment defective, as well as the right to inspect Supplier's manufacturing operations, handling and storage of the applicable goods and raw materials.
13. INDEMNITY. Supplier shall defend, indemnify and hold harmless CMG and its affiliates and each of its and their respective directors, officers, agents and employees from and against all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys' fees) and other liabilities of any kind to the extent arise from or relating to (a) any act or omission of Supplier or its employees or agents, including a breach or failure to perform any of the Terms; (b) any claim that the goods or services Supplier provides are dangerous or defective; or (c) any claim that Supplier's products or services, or any part thereof, infringes, violates or misappropriates any patent, copyright, trademark, trade secret or other intellectual or proprietary right of any third party.
14. LIMITATION OF LIABILITY. IN NO EVENT WILL CMG BE LIABLE TO SUPPLIER OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF PROFITS OR BUSINESS, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, IN EACH CASE TO THE EXTENT ARISING FROM OR AS A RESULT OF THESE TERMS, THE ORDER OR ANY AGREEMENT BETWEEN THE PARTIES RELATING TO ANY GOODS, SERVICES OR DELIVERABLES PROVIDED BY SUPPLIER, EVEN IF CMG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. COMPLIANCE WITH LAWS. Supplier shall comply with all laws applicable in any jurisdiction in which any products or services are produced for, or delivered or provided to CMG. Supplier represents and warrants to CMG that all goods supplied or delivered in fulfillment of the Order shall comply with all applicable national and international environmental, health and product safety laws, regulations, treaties and other legal requirements.
16. REMEDIES. CMG’s remedies shall be cumulative and shall include any remedies allowed by law or availability in equity. Waiver of any breach by CMG shall not constitute CMG’s waiver of any other breach of the same or any other provision.
17. MISCELLANEOUS. These Terms shall be governed and construed under the laws of the State of Georgia. Any suit or legal proceeding filed by either party in connection with the Order, these Terms or the goods provided hereunder, shall be filed exclusively in a state or federal court located in Fulton County, Georgia, and each party consents to such forum and waives any objection to the laying of venue in such forum. Supplier may not transfer or assign any rights or obligations hereunder (whether by operation of law, by merger or otherwise), or subcontract any of its obligations hereunder without CMG’s prior written consent. Any amendment or waiver of any of these Terms or the Order must be in a writing signed by each party in order to be effective. All claims for monies due or to become due from CMG shall be subject to deduction by CMG for any setoff or counterclaim arising out of the Order (or any other or future orders with Supplier) of these Terms.