Purchase Order Terms & Conditions

Wherever used in this order: (i) the terms “you: and “Vendor” are used interchangeably; (ii) “Purchaser” shall mean either Intersection Parent, Inc. or CityBridge. LLC, as applicable where applicable; and (iii) “order” and “purchase order” are used interchangeably to mean this order and all related merchandise specifications, descriptions, samples and related documentation furnished or accepted by Purchaser.

1. All shipments of material are subject to inspection and approval by the Purchaser. These shipments must include a packing list of contents and specifications.
   
2. Purchaser does not authorize any orders unless they are approved according to applicable Purchaser policy. The prices set forth in an applicable order shall not be increased and the quantities and delivery dates shall not be changed without Purchaser’s written consent.
   
3. Deliveries will be accepted between the hours of 9:00 a.m. and 5:00 p.m. from Monday through Friday unless an alternate arrangement was made in writing.
4. Payment terms with respect to the applicable purchase order shall be net 60 days. Vendor shall be deemed to have accepted and agreed to all of the terms set forth on the face of the applicable purchase order and all of these Terms and Conditions (including without limitation the provisions hereof relating to the transfer of intellectual property to Purchaser, as applied to any particular order), if either(i) Vendor confirms the order or(ii) Vendor accepts the order in any other fashion (including without limitation by performance thereunder). Any terms or conditions set forth on Vendor’s invoices, billing statements, acknowledgment forms or any other documents which are inconsistent with any applicable order or with these Terms and Conditions are hereby objected to, and shall be of no force or effect unless signed by an appropriate Purchaser signatory, as defined by the applicable Purchaser policy.
5. Time is of the essence for each Purchaser order. Failure to deliver any particular goods or services ordered by Purchaser to the designated location between the “first delivery date” and the “last delivery date” specified on the front of the applicable order constitutes a material breach of the applicable order. Such order shall be deemed cancelled unless otherwise agreed in writing by Purchaser.
6. Vendor represents, warrants and agrees that each item of Merchandise (as used throughout these terms and conditions, “Merchandise” includes the merchandise ordered in the applicable order and all related packaging, invoicing, labeling and printed matter of any kind) will:(i) be merchantable and fit and safe for its intended and reasonably foreseeable use, and will be free from defects in design, workmanship or materials, including but not limited to such defects as could create a risk of injury to person or property or economic loss;(ii) conform to all specifications or descriptions set forth in the applicable order, all attachments thereto and/or any Merchandise samples accepted by Purchaser;(iii) conform to applicable industry standards;(iv) not be misbranded or falsely or improperly labeled, tagged, invoiced, packaged, produced or advertised within the meaning of, and will comply with all applicable federal, state and local laws, rules, regulations, codes, orders and ordinances, and all guides, standards and testing requirements thereunder, and(v) not infringe or encroach upon the personal, contractual or intellectual property rights.
7. Vendor represents warrants and agrees that any warranties offered by the Vendor for goods covered by any applicable order shall comply with all applicable laws and regulations. Vendor shall supply Purchaser  with such warranty no later than fifteen (15) days after the actual Merchandise delivery date and shall satisfactorily perform its warranty obligations for Purchaser. Failure to supply such warranties may result in delayed payment.
   
   
8. If Purchaser has reasonable cause at any time to believe that any item of Merchandise contains defects or hazards which could create a risk of injury to any person or property, upon Purchaser’s request, Vendor shall at Vendor’s expense, identify and recall such items. Upon recalling such items, Vendor shall, at Purchaser’s option, repair or replace them or refund the full purchase price, less a reasonable allowance for use. Vendor shall reimburse Purchaser or any losses incurred and any amounts paid by Purchaser to its members of organization in case of injury resulting from use of such Merchandise, plus all charges, costs and expenses incurred by Purchaser in respect thereof, including without limitation expenses incurred in warehousing, destroying or otherwise handling and shipping such Merchandise to Vendor and/or repairing such Merchandise.
9. If any of the terms, conditions or warranties set forth in any applicable order or herein (whether express or implied) are not strictly complied with by Vendor with respect to the Merchandise, any services, or any installment of either thereof, Purchaser shall have the right to refuse to accept delivery or to return (in whole or in part) any or all remaining installment(s) of Merchandise or services and, at Purchaser’s election, the applicable order shall be deemed breached by Vendor in its entirety and Purchaser shall have all rights and remedies to which it may be entitled by reason of such breach. The acceptance by Purchaser of any installment(s) shall not be deemed (whether or not Purchaser shall notify you demanding strict compliance with respect to future installments) a waiver by Purchaser of its rights to refuse or return any further installments of Merchandise or services nor of any of its other rights or remedies in the event that Vendor should fail subsequently to comply strictly with these terms, conditions and warranties (whether express or implied) with respect to any further installment(s).
10. Purchaser shall be under no duty to inspect goods before use, and all Vendor’s obligations under the applicable order, and these Terms and Conditions (including but not limited to Vendor’s representations and warranties and guarantees, express and implied) shall survive delivery and/or any inspection, retention, use, payment by Purchaser, or repacking or payment by Purchaser. None of the foregoing shall singularly or cumulatively be considered acceptance of the Merchandise or services so as to bar Purchaser’s right to reject such Merchandise or services or revoke any acceptance that may have been made. Complaints or notices of defects in the Merchandise or services or of any other breach will be considered made within a reasonable time by Purchaser if made within a reasonable time after discovery of the same by Purchaser. Failure of Purchaser to state a particular defect or ground upon rejection or return of Merchandise or services shall not preclude Purchaser from relying on any unstated defect or ground to establish a breach by Vendor.
11. (a) Vendor hereby indemnifies and agrees to hold Purchaser harmless against any and all loss, liability, expenses, costs (including reasonable attorneys fees), judgments or damage arising, directly or indirectly, from any claim, action or suit, actual or threatened, of whatever nature, including but not limited to infringement of any patent, trademark or copyright, claim of unfair competition, claim of defect or that the Merchandise is not best of quality or fit for the purpose intended, claim of breach of express or implied warranty, claim for injury, or loss of service, or from breach of any term, condition, covenant, warranty, representation or provision of the applicable order of these terms and conditions, including without limitation Vendor’s representations, warranties and guarantees.(b) In the event any such claim, action or suit is made or instituted against Purchaser, Vendor shall, at Purchaser’s request:(i) defend Purchaser at Vendor’s sole expense, employing counsel approved by Purchaser;
    (ii) consult with Purchaser and keep Purchaser fully advised of the progress of all proceedings;
    (iii) make no admissions or otherwise act in a manner which might be prejudicial to Purchaser’s rights and
    (iv) neither settle or discuss settlement, nor consent to any judgment, order or decrees, without Purchaser’s prior written approval. In the event that Vendor shall fail to undertake such defense within a reasonable time after receiving notice of such claim, action or suit, Purchaser may undertake its own defense without affecting in any manner its rights to indemnity under the applicable order of these terms and conditions. In such case that Purchaser undertakes its own defense, it shall be entitled to recover the costs and fees of such defense from Vendor. Vendor’s obligations under this subparagraph shall apply notwithstanding any demand by Vendor that Purchaser turn over control of the litigation and/or any agreement by Vendor to bear all expense and to satisfy any adverse judgment with respect to any such claim action or suit instituted against Purchaser.
12. All Merchandise designs, artwork, specifications, mechanical features, trade names, trademarks, trade dress, labels and tags which have been supplied to Vendor by or on behalf of Purchaser or which have been created or developed for Purchaser by Vendor in connection with Merchandise ordered by Purchaser (“Purchaser Features”) are i) the original work created solely by the Vendor and do not contain work which the Vendor has produced by infringing or encroaching upon any third party’s personal, contractual or property rights, including without limitation patents, trademarks, trade names, copyrights, trade dress, rights of privacy or publicity, or trade secrets and ii) the exclusive property of Purchaser. The Purchaser Features shall also include any and all design or creative work and creative work shall be deemed work made for hire under and in accordance with the United State Copyright Act of 1976, as amended, and is in any event hereby assigned to Purchaser and is Purchaser Purchaser’s sole property.
13. Vendor shall not use Purchaser Features other than for or on behalf of Purchaser and then only pursuant to Purchaser’s written instructions. Further, Vendor shall at no time manufacture merchandise bearing Purchaser Features for, or sell or deliver any such merchandise to any party other than Purchaser, including but not limited to overruns, seconds, irregular merchandise and merchandise which Purchaser has refused to accept or has returned to Vendor, such merchandise shall be disposed of only in accordance with the written instructions of Purchaser.
14. Neither the applicable order nor any right thereunder or under these Terms and Conditions is assignable by Vendor without Purchaser’s prior written consent.
15. Invoices, bills of lading, receipts and like documents covering the Merchandise and services must be furnished in accordance with the terms of the applicable order, these Terms and Conditions and Purchaser’s packing, shipping and further instructions. Until Purchaser shall have actually received and inspected the Merchandise, delivery thereof shall not be deemed completed nor shall title thereto or risk of loss pass to Purchaser. Where F.O.B terms are not specified, all shipments are F.O.B Purchaser locations.
16. Any claims for non-payment of an invoice or non-receipt of Merchandise returned to Vendor by Purchaser (which may involve a carrier loss or damage) will be deemed waived by Vendor unless sent to Purchaser’s Procurement Department in writing, at least 90 days prior to the expiration of the applicable carrier time limitation on filing proof of loss claims.
17. All rights and remedies granted to Purchaser under an applicable order or these Terms and Conditions are cumulative and shall be in addition to any further rights or remedies to which Purchaser would otherwise be entitled in law or equity, and the exercise by Purchaser of any right or remedy herein provided shall be without prejudice to the exercise of any other right or remedy. Should any provision of an applicable order or these Terms and Conditions be declared by any court of competent jurisdiction to be invalid, such decision shall not affect the validity of any remaining provision. Each Purchaser order shall be construed and enforced under and in accordance with the laws of the State of New York and to be executed and performed entirely within New York without giving effect to the principles thereof of conflict of laws. Any dispute relating to the terms and conditions contained herein shall be solely and exclusively heard and decided via expedited, binding arbitration before the American Arbitration Association to be held at Purchaser’s offices. The costs of the arbitration shall be shared equally. Each party shall pay its own attorneys’ fees. Vendor hereby consents to the personal jurisdiction of such arbitration over it in any such matter.