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Purchasing » Central Hudson » Working With Us » Purchasing

Purchasing Order Terms & Conditions

GENERAL TERMS AND CONDITIONS
The following General Terms and Conditions are made a part of and incorporated within the standard form Purchase Order

1. INTERPRETATION - The terms and conditions contained in the Purchase Order shall govern the rights, remedies and obligations of Seller and Purchaser as to the goods and/or services to be furnished pursuant to the agreement set forth in the Purchase Order, and no other representations, understandings, agreements, reservations or disclaimers, whether oral or written, or express or implied, including any which may be contained in Seller’s quotation, acknowledgment, sales order or invoice, shall apply to the transaction to which the Purchase Order relates. A specific provision stated elsewhere in the Purchase Order shall take precedence over a provision contained in these General Terms and Conditions if there is a conflict between such provisions.

2. ACCEPTANCE AGREEMENT - Seller’s commencement of work on the goods subject to the Purchase Order or shipment of such goods, whichever occurs first, or Seller's commencement of the services subject to the Purchase Order, shall be deemed acceptance of the Purchase Order. Any acceptance of the Purchase Order shall constitute acceptance of the express General Terms and Conditions set forth herein. Any proposal of Seller for additional or different terms, including, but not limited to, any attempt by Seller to vary in any manner any of the terms set forth in the Purchase Order (the "Offer"), is hereby objected to and rejected. Any proposal of Seller for additional or different terms shall not operate as a rejection of the Offer unless such proposal materially varies the terms of the Offer. A material variation of the terms of the Offer shall include a variation by Seller in the description, quantity, price or delivery set forth therein. Upon acceptance by Seller of the Offer, the Purchase Order shall become the valid and binding agreement of the parties with respect to the subject matter thereof.

3. MATERIAL SAFETY DATA SHEET - As required by OSHA 29CFR 1910.1200, a Material Safety Data Sheet (MSDS) shall be provided for all applicable materials being purchased.

4. INSPECTION OF GOODS - Final inspection of the goods purchased hereunder shall be on Purchaser’s premises. Payment for the goods delivered hereunder shall not constitute acceptance thereof. Purchaser shall have the right to inspect such goods and to reject any or all defective or non-conforming goods, or those supplied in quantities greater than called for in the Purchase Order. Such defective or non-conforming goods, or those supplied in excess of the quantities called for may, at the election of Purchaser, be returned to Seller at Seller’s expense. Such expenses include, but are not limited to, expenses relating to unpacking, examining, handling, repacking and reshipping such goods. Alternatively, Purchaser may require Seller, at Seller’s expense, to remove from the premises of Purchaser defective or non-conforming goods, or those supplied in excess of the quantities called for. In the event Purchaser receives goods whose defects or non-conformity are not immediately apparent on examination, Purchaser reserves the right to require replacement, as well as payment of any applicable damages, within a reasonable period of time following discovery of any defect or non-conformity. Nothing contained in the Purchase Order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.

5. TERMINATION FOR CONVENIENCE OF PURCHASER - Purchaser reserves the right to terminate the Purchase Order, or any part thereof, at any time for its sole convenience by delivering to Seller a written notice to such effect and stating that it is a notice of termination. Such termination shall be effective upon Seller’s receipt of such notice. Upon receipt of any such notice of termination, Seller shall immediately stop all work hereunder, and shall immediately cause all of its suppliers or subcontractors to cease all work related to the Purchase Order. In the event of such termination for convenience, Purchaser shall pay Seller a reasonable termination charge based upon a percentage of the Purchase Order price reflecting the percentage of the work performed prior to receipt of such notice of termination, plus Seller’s actual, verifiable direct costs incurred in closing-out such work. Seller shall not be paid for any work done after receipt of such notice of termination, or for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.

6. TERMINATION FOR CAUSE - Purchaser may terminate the Purchase Order, or any part thereof, at any time for cause by delivering to Seller a written notice to such effect and stating that it is a notice of termination. Such termination shall be effective upon Seller’s receipt of such notice. For the purposes of this Section, “cause” shall exist if Seller defaults in the observance or performance of any of the terms, covenants or conditions of the Purchase Order which are required to be observed or performed by Seller, or otherwise fails to comply with or breaches any of the terms, covenants or conditions of the Purchase Order. In addition, “cause” shall also exist in the event that there are late deliveries, or deliveries of goods or provisions of services which are defective or which do not conform to the Purchase Order, or in the event that Seller, for whatever reason, fails to provide Purchaser, upon request, with adequate assurance of due performance by Seller. In the event of such termination for cause, Seller shall be liable to Purchaser for any and all damages sustained by Purchaser by reason of the default which gave rise to such termination.

7. WARRANTY - Seller expressly warrants that all goods furnished and/or services provided under the Purchase Order shall conform to all specifications and applicable standards. Seller expressly warrants that all such goods will be new and will be free from defects in material or workmanship. Seller warrants that all such goods and/or services will conform to the specifications, drawings and any statements made in advertisements for such goods and/or services. Seller warrants that all such goods will conform to any statements made on the containers or labels on such containers, or advertisements for such goods and that any such goods will be adequately contained, packaged, marked and labeled. Seller warrants that all goods furnished hereunder will be merchantable and will be safe and appropriate for the purpose, and fit for the use, for which goods of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Purchaser intends to use such goods and/or services, Seller warrants that such goods and/or services will be fit for such particular purpose. Seller warrants that goods furnished hereunder will conform in all respects to any samples provided by Seller. Purchaser’s inspection, test, acceptance or use of, or payment for, the goods and/or services furnished hereunder shall not affect the Seller’s obligation under this Warranty, and the warranties made herein shall survive any inspection, test, acceptance, use and payment by Purchaser. Seller’s Warranty shall be applicable to Purchaser, its successors, assigns and customers, and to users of products or services sold by Purchaser to the extent that they incorporate the goods and/or services that are the subject of the Purchase Order. Seller agrees to replace or correct defects of any goods and/or services not conforming to the foregoing Warranty promptly, without expense to Purchaser, when notified of such non-conformity by Purchaser, provided Purchaser elects to provide Seller with the opportunity to do so. In the event of failure of Seller to so correct defects in or replace non-conforming goods and/or services promptly, Purchaser, after reasonable notice to Seller, may make such corrections or replace such goods and/or services and charge Seller for the cost incurred by Purchaser in so doing. There shall be available to Purchaser, in addition to and not in lieu of the foregoing warranties, any rights, remedies and warranties available at law or in equity.

8. FORCE MAJEURE - Owner is not responsible for project, contract, and/or work stoppage, damages or delay in performance and/or lack of performance due to causes beyond its control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, material and/or labor shortages, insurrection, acts (or omissions) of Contractor's or it's employees, servants, subcontractors, suppliers or agents, any act (or omission) by any governmental authority, strikes (includes strikes by owner's employees, by third-party owners, third-parties, servants, principals, subcontractors and/or agents), labor disputes, transportation, material and/or labor shortages, or vendor non-performance. At owner's election, the delivery or performance date may be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay.

9. INDEPENDENT CONTRACTOR - In the event that the Purchase Order requires or contemplates performance of work to be done by Seller’s employees, or persons under contract to Seller, on Purchaser’s property, or the property of Purchaser’s customers, Seller agrees that all such work shall be performed as an independent contractor, and that the persons doing such work shall all be independent contractors and shall not be considered employees of the Purchaser. Seller shall indemnify and save harmless and defend Purchaser, and its directors, officers, employees, agents and customers, from and against any and all claims, costs (including attorney’s fees) and liabilities ensuing out of any performance of work hereunder on Purchaser’s property or that of its customers.

10. INSURANCE - In the event that the Purchase Order requires or contemplates performance of work to be done by Seller’s employees, or persons under contract to Seller, on Purchaser’s property, or property of Purchaser’s Customers, Seller agrees prior to the commencement of such work to obtain from reputable insurers acceptable to Purchaser, and to maintain throughout the performance of such work, insurance of the types, amounts and coverages as are set forth on Purchaser’s Form No. 302A. The insurance requirements in Form No. 302A are hereby incorporated by reference and made a part hereof. Prior to the commencement of such work, Seller shall file with Purchaser duly executed copies of the applicable certificates of insurance referred to in Form No. 302A.

11. INDEMNIFICATION - The Seller shall indemnify and hold harmless the Purchaser and all of its directors, officers, agents and employees from any loss, damage, liability, cost (including reasonable attorneys’ fees) and expense, on account of damage to property and injuries, including death, to all persons, including Seller’s employees, arising or in any manner growing out of the performance of any work or the supplying of any goods or materials or performing any services under the Purchase Order and, at Purchaser’s option, shall defend, at Seller’s own expense, any suits or other proceedings (including claims that Seller's goods or materials infringe upon any United States Letters Patent or Trademarks), brought against Purchaser and its directors, officers, agents and employees, or any of them, on account thereof, and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith.

12. SET-OFF - All claims for monies due or to become due from Purchaser hereunder shall be subject to deduction or set-off by the Purchaser by reason of any claim arising out of the Purchase Order or any other transaction with Seller. Seller hereby irrevocably and unconditionally waives all right of set-off that it may have under contract (including the Purchase Order), applicable law or otherwise with respect to any property, funds or monies of Purchaser at any time held by or in the possession of Seller.

13. SHIPMENT - If, in order to comply with Purchaser’s required delivery, it becomes necessary for Seller to ship by a more expensive means than specified in the Purchase Order, any increased transportation costs resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Purchaser.

14. DELIVERY - Purchaser’s production schedules are based upon delivery by Seller to the Purchaser by the date specified on the face of the Purchase Order. Time is of the essence with respect to the Purchase Order, and if delivery of items or rendering of services is not completed by the time promised, Purchaser shall have the right to terminate the Purchase Order by notice, effective when received by Seller, as to items not yet shipped and/or services not yet rendered and to purchase substitute items or services from other sources and charge Seller with any loss incurred thereby.

15. DELAY OF DELIVERY - If Seller determines for any reason that Seller cannot meet the delivery date specified on the face of the Purchase Order, Seller shall promptly notify Purchaser in writing of such delay and the expected duration of the same.

16. LIMITATION ON PURCHASER’S LIABILITY-STATUTE OF LIMITATIONS - In no event shall Purchaser be liable to Seller or any other person, firm or entity for loss of anticipated profits or for incidental or consequential damages. Purchaser’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from the Purchase Order or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services, or the unit thereof which gives rise to the claim. Purchaser shall not be liable for penalties of any description. No action resulting from or relating to any breach on the part of Purchaser as to the goods or services delivered hereunder, or otherwise relating to the Purchase Order, shall be commenced after the expiration of one year after the cause of action has accrued.

17. QUANTITIES - Shipments must equal amounts ordered by Purchaser unless otherwise agreed in writing by Purchaser.

18. CHANGES - Purchaser shall have the right to make, from time to time and without notice to any sureties, factors or permitted assignees, changes as to packing, testing, destinations, specifications, designs, and delivery schedules. Seller shall immediately notify Purchaser of any increases or decreases in costs caused by such changes, and an equitable adjustment in prices or other terms hereof shall be agreed upon in a written amendment to the Purchase Order.

19. ROUTING INSTRUCTIONS - Any losses accruing from deviation from the Purchaser’s routing instructions shall be the sole responsibility of the Seller.

20. EVIDENCE OF SHIPMENT - Seller shall forward to Purchaser, with the invoice, the express receipt or bill of lading, signed by the carrier, evidencing the fact that shipment has been made.

21. SPECIFICATIONS - Any specifications, drawings, notes, instructions, engineering notices, or technical data expressly referred to in the Purchase Order shall be deemed to be incorporated herein by reference as if fully set forth herein.

22. TITLE TO DRAWINGS AND SPECIFICATIONS - Purchaser shall at all times retain title to all drawings and specifications furnished by Purchaser to Seller and intended for use in connection with the Purchase Order. Seller shall use such drawings and specifications only in connection with the Purchase Order, and shall not disclose such drawings and specifications to any person, firm or entity other than Purchaser or Seller’s employees and subcontractors, for use solely in connection with the Purchase Order, or to governmental inspectors upon request therefor. Seller shall, upon Purchaser’s request or upon completion of the Purchase Order, promptly return all drawings and specifications to Purchaser.

23. TITLE - Except as otherwise provided in the Purchase Order, title passes to Purchaser upon delivery of the subject goods or materials at Purchaser’s premises.

24. NO WAIVER - No act or omission on the part of Purchaser in connection with the transaction which is the subject of the Purchase Order, including, but not limited to, payment for any goods or services, the failure of Purchaser to assert any right or remedy available to it in the Purchase Order or delay in exercising any right thereunder shall affect, or constitute a waiver of, any right or remedy of Purchaser contained in the Purchase Order or otherwise available to Purchaser at law or in equity. The remedies provided for in the Purchase Order are cumulative and are in addition to and not exclusive of any remedies available at law or in equity.

25. NOTICES - Except as otherwise provided herein, any notice, invoice or other communication which is required by the Purchase Order shall be telecopied, transmitted by electronic mail, or sent by certified or registered mail, return receipt requested, addressed to the respective parties at their addresses as set forth on the Purchase Order.

26. SEPARABILITY CLAUSE - Any provisions of the Purchase Order that are prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall not invalidate the remaining provisions thereof.

27. ENTIRE AGREEMENT - The Purchase Order, including these General Terms and Conditions and any documents referred to therein, constitute the entire agreement between the parties with respect to the subject matter of the Purchase Order and supersedes and cancels any prior arrangements or agreements. No amendment or waiver of any provision of the Purchase Order, nor consent to any departure by either party therefrom, shall in any event be effective unless the same shall be in writing and signed by the other party thereto, and, in such event, any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

28. ASSIGNMENT - Seller shall be prohibited from delegating any duties under or assigning the Purchase Order or any rights or claims under the Purchase Order, unless Seller obtains the prior written consent of Purchaser, and any such attempted delegation or assignment without first obtaining such consent shall be null and void. Purchaser is under no obligation to consent to any request for such delegation or assignment. In the event that Purchaser does so consent, the assignee must agree to assume all of Seller’s responsibilities hereunder, and Seller must remain liable to Purchaser in the event such permitted assignee fails to perform pursuant to the Purchase Order. In the event of any assignment, all claims for monies due or to become due from Purchaser hereunder shall be subject to deduction by Purchaser for any set-off or claim arising out of this or any other of Purchaser’s transactions with the Seller, whether such set-off or claim arose before or after any such assignment by the Seller.

29. VENUE AND LAW GOVERNING - This Purchase Order shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to the conflict of law principles thereof. Any legal action or proceeding with respect to the Purchase Order or any document related thereto shall be brought in the courts of Dutchess County, State of New York, and, by execution and delivery of the Purchase Order, Seller and Purchaser each hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Seller and Purchaser each hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non-convenience, which it may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction. Seller and Purchaser agree to accept service of process by certified or registered mail, return receipt requested, for any claim arising hereunder.

30. BINDING EFFECT - The Purchase Order shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective successors and permitted assigns.

31. SAFETY AND HEALTH - The Seller of the goods and/or services provided under the Purchase Order certifies that said goods and/or services are provided in compliance with all applicable federal, state, and local occupational safety and health requirements.

32. EQUAL OPPORTUNITY - This Purchase Order shall comply with the provisions of Executive Order 11246, entitled the "Equal Opportunity Rules and Regulations of the United States Secretary of Labor" relating thereto and by the provisions of the Equal Opportunity Clause and Certification of Non-Segregated Facilities. This Purchase Order shall further agree to comply with any and all other applicable federal and New York State Laws relating to equal opportunity and prohibiting discrimination.

The Equal Employment Opportunity Clauses set forth in 41 Code of Federal Regulations Chapter 60-1.4, 60-250.5 and 60-741.5 are hereby incorporated by reference.

The Executive Order 13201 Employee Notice Clause set forth in 29 Code of Federal Regulations Chapter 470 is hereby incorporated by reference.

Executive Order 13201 (Beck Notice) Contractor shall comply with all provisions of said Executive Order and rules, regulations, and orders of the Secretary of Labor related to "Notification of Employee Rights Concerning Payment of Union Dues and Fees".