Purchase Order – Terms & Conditions – U.S.

  1. ACCEPTANCE: By signing or accepting a TelevisaUnivision, Inc. or any of its affiliates’ (“TU”) Purchase Order, the Seller agrees to these Purchase Order Terms and Conditions and the schedule of items (collectively referred to as the “Order”). Seller’s performance under this Order, even without written acknowledgment, constitutes acceptance. For ongoing services beyond product delivery and installation, Seller acknowledges the need for a separate written agreement with TU. This Order does not constitute acceptance of any offer, quotation, or proposal from the Seller. Any provisions on Seller’s website or other documents have no effect and are governed by this Order. Modifications to this Order require written agreement between authorized representatives of TU and Seller.
  2. DEFAULT: Time is of the essence. TU has the right to terminate all or part of the Order under the following circumstances: (i) Seller’s failure to perform within the specified time or agreed extensions, or (ii) Seller’s failure to perform under any provision or make sufficient progress that jeopardizes Order fulfillment. If Seller fails to rectify the failure within five days or as authorized by TU, Seller will be liable for excess costs to replace or supplement the Order. Alternatively, TU may, at its discretion, extend the delivery schedule or waive deficiencies in performance, resulting in a negotiated price reduction. Seller must promptly notify TU in writing and provide suitable alternatives if difficulties in delivery or meeting requirements arise. Failure to comply with the agreed delivery schedule may require the Seller to cover charges for expedited delivery. The remedies provided by TU in this section are not exclusive and additional rights and remedies under the Uniform Commercial Code, law, equity, or this Order may apply.
  3. PRICE AND PAYMENT: If no price is specified in the Order, the products will be billed at the lower of the last quoted price or the prevailing market price, whichever is lower. Payment terms, including invoicing and payment due dates, will be as outlined in the Order or, if not outlined in the Order, will be made no later than 90 calendar days after TU receives an undisputed invoice. Payment is subject to satisfactory delivery and acceptance of the goods or completion of the services. TU reserves the right to offset any amounts owed by Seller against any payments due to Seller. Seller must obtain written agreement from TU for any additional charges.
  4. TAXES: All payments under this Order are exclusive of taxes. Each party is responsible for paying applicable taxes, duties, and governmental charges separately. If a party is required to collect and remit sales taxes, VAT, or other applicable taxes, they will fulfill those obligations. If a party is required to deduct or withhold taxes, they will do so and provide the remaining net amount after tax deduction to the other party. Both parties will cooperate in providing necessary tax documentation for payment processing.
  5. INSPECTION: Products are subject to inspection and testing by TU, including prior to final acceptance. Prompt acceptance or rejection will be conducted following delivery, unless otherwise specified. TU’s failure to inspect or detect defects does not release Seller from responsibility or impose additional obligations on TU. Seller must maintain an acceptable inspection and process control system for the ordered products. Inspection records must be kept and accessible to TU during and after completion of the Order. If any products are found defective or non-conforming, TU may reject and return them at Seller’s expense, request inspection and removal of non-conforming products, or require their replacement. If Seller fails to comply, TU may conduct inspection and sorting, with related costs payable by Seller.
  6. REPRESENTATIONS AND WARRANTIES: Seller represents and warrants that all products are free from third-party claims, and clear title will be conveyed to TU. Seller further warrants that the products are merchantable, fit for their intended purposes, and comply with approved requirements. Any attempt to limit or disclaim these warranties without TU’s written consent is null and void. Seller must take reasonable precautions to prevent accidents and is fully responsible for any injuries, damages, or losses incurred. Seller’s insurance carriers waive subrogation rights for the mentioned properties.
  7. TU’S PROPERTY: Tangible or intangible Property provided by TU remains the exclusive property of TU and should be used solely for TU-related purposes. Seller must clearly mark or identify each item as “Property of TelevisaUnivision” whenever possible. Seller must not substitute TU’s property or take actions conflicting with TU’s ownership. Seller is responsible for the safekeeping and insurance of TU’s property at its own cost. TU may request the return of its property, and Seller must prepare and return it in the same condition, except for reasonable wear and tear, at Seller’s expense.
  8. CHANGES: TU has the right to modify this Order, including configurations, specifications, quantities, shipment methods, packing, delivery schedules, and locations, before Seller’s delivery. If such changes affect the cost or time of delivery, an equitable adjustment will be made to the fee or delivery schedule. Seller must proceed with the changed Order and submit any adjustment claims in writing within five days of receiving notification of the change. Seller’s notification of personnel conduct changes must be promptly communicated to TU’s Procurement Department, subject to this section. Technical information or guidance provided by TU representatives does not constitute a change under this section.
  9. COMPLIANCE: Seller represents, warrants, and covenants that:
    1. It acknowledges and agrees that it has read and understood, and will comply with, the TU Code of Conduct for Sellers and Business Partners available at https://corporate.televisaunivision.com/suppliers/.
    2. In carrying out its responsibilities under Seller’s agreement(s) with TU, Seller will comply with all applicable Anti-Corruption Laws, and (ii) will not, directly or indirectly, offer, give, pay, promise to pay, or authorize the payment of any bribes, kickbacks, influence payments, or other unlawful or improper inducements to any person in whatever form (including, without limitation, gifts, travel, entertainment, contributions, or anything else of value). TU may, in addition to its other rights and remedies, immediately terminate this Order if TU receives any information which it in good faith determines, in its sole discretion, to be evidence of an actual, alleged, possible or potential breach by Seller of any representation, warranty, or covenant in this paragraph.  In the event of such termination, TU will have no liability to Seller for any charges, fees, reimbursements, or other compensation or claims under this Agreement, including for services previously performed. “Anti-Corruption Laws” means: (i) the U.S. Foreign Corrupt Practices Act; (ii) the Mexican Federal and State Criminal Codes, the General Law of Administrative Responsibility, the 2019 Agreement; and (iii) any other applicable anti-corruption, anti-money laundering, or financial crime prevention laws.
    3. Neither it nor any of its subcontractors is a person or entity identified on the U.S. Department of Commerce’s Export Administration Rules (EAR)’s denied or restricted party lists (including the Denied Persons List, Entity List, and Unverified List), the Sectoral Sanctions Identifications List, or the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC)’s Specially Designated National (“SDN”) List or are parties that are owned 50% or more in the aggregate by an SDN(s) (collectively, “Restricted Parties”). Seller must not engage in any business relationship with or in a country that is subject to a comprehensive embargo by the United States (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Luhansk, or Donetsk regions of Ukraine, with their governments, or with persons ordinarily resident in these countries/territories or companies organized under their laws), including employing or contracting with a person or entity from a U.S. embargoed country, in connection with Seller’s agreement(s) with TU.
    4. In connection with products or services sold to TU, it will not provide or use equipment and services covered by section 2 of the U.S. Secure Networks Act, including Huawei Technologies Company; ZTE Corporation; Hytera Communications Corporation; Hangzhou Hikvision Digital Technology Company; Dahua Technology Company; AO Kaspersky Lab; China Mobile International USA Inc.; China Telecom (Americas) Corp.; Pacific Network Corp and its wholly-owned subsidiary ComNet (USA) LLC; or China Unicom (Americas) Operations Limited, and associated subsidiaries or affiliates of any company on the covered list published at https://www.fcc.gov/supplychain/coveredlist, as the list is amended from time to time.
    5. Seller (i) will comply with all trade control laws, regulations, permits, orders and other restrictions to the extent applicable to export-controlled Items; and (ii) will not, directly or indirectly export, transfer, or release controlled items to any country without first ensuring compliance with applicable license and/or reporting requirements, if any, required by trade controls.
  10. CONFIDENTIAL AND PROPRIETARY INFORMATION: Information provided by Seller relating to products covered by this Order is not considered Seller’s confidential or proprietary information. Seller must keep confidential any technical, process, economic, or other information derived from TU’s furnished information and not disclose or use it with any third party without TU’s written consent. Seller may only use TU’s information for efficient Order performance and with prior written consent. Upon completion or termination, Seller will return all materials containing such information, except for one record copy. Seller must obtain TU’s written agreement before making any public acknowledgment or disclosure about this Order and the provided products.
  11. INDEMNITIES: Seller will indemnify and hold TU and its officers, directors, employees, agents, affiliates, partners and customers (collectively, the “Indemnitees”) harmless from any damages, claims, losses, expenses, and liabilities arising from: (i) breach of Seller’s representations or warranties, (ii) failure to fulfill Seller’s obligations under this Order, (iii) injuries or property damage caused by Seller’s acts or omissions, except for TU’s gross negligence, and (iv) third-party claims related to Seller’s obligations under this Order.
  12. INSURANCE: Seller will maintain appropriate liability and workers’ compensation insurance as required by TU and provide a Certificate of Insurance naming TU as an additional insured.
  13. TERMINATION OR SUSPENSION: TU may terminate or suspend this Order for convenience by written notice. TU’s liability will be limited to mutually agreed termination charges, subject to Seller’s written proposal within 15 days of termination notice.
  14. INTELLECTUAL PROPERTY; INFRINGEMENT CLAIMS: Seller will promptly investigate, defend, and indemnify TU from any demand, claim, suit or proceeding in which TU and/or any other Indemnitee are named, made defendants or claimed potential defendants for any alleged infringement, contributory infringement, inducement of infringement, or unauthorized or unlawful use of any patent, copyright, trademark, trade secret, mask work, proprietary data, or other information, or claim of right, title or interest by another party in relation to any product(s) (or related documentation), services or in any case resulting from the sale, use, lease or other disposition of any product(s) or services under this Order (individually and collectively, “Infringement Claim”). Seller will pay all settlements, judgments, and fees related to such claims. Seller may settle with Indemnitee’s approval. If Seller fails to act, TU can take control and Seller will pay all related fees. Seller will provide non-infringing alternatives or refund purchase costs upon TU’s request.
    1. Non-Assignment: Seller cannot assign this Order without written consent from TU. TU has the right to assign this Order without Seller’s consent.
    2. Transportation: Prices are F.O.B. destination unless otherwise specified. Title transfer and responsibility for freight damaged merchandise occur at TU’s designated place for delivery. Unauthorized transportation charges will not be reimbursed. Seller must fully prepay excess transportation charges resulting from unauthorized shipments. Seller will release rail or truck shipments at the lowest permitted valuation in the governing tariff or classification.
    3. Anticipation of Delivery Schedule: Seller will not exceed the specified amount or make production arrangements without written agreement. Products shipped in advance may be returned to Seller at Seller’s expense.
    4. Seller’s Inventory: Seller acknowledges that TU is not obligated to request quotations or place orders. Quantity estimates provided by TU are not binding. Seller is responsible for managing inventory and work in process. TU assumes no liability, except as provided herein.
    5. Publicity: Seller will not use TU’s name in publicity, advertising, or similar activity except in accordance with TU’s guidelines and with TU’s prior written consent. Seller will not disclose the existence of this Order or any of its respective terms to any third party without TU’s prior written consent.
    6. Documentation: It is agreed that all technical documentation and other literature necessary for the proper use of products will be provided to TU with such products, unless otherwise directed by TU, and its cost included in the price.
    7. Governing Law: This Agreement is governed by the laws of the State of New York. Any disputes will be brought in the state and federal courts in Manhattan, New York. The United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) will not apply to the Order or any related transactions.
    8. Entire Agreement; Amendments; Conflicts: This Order, including attached schedules, is the complete agreement between the parties, superseding all prior agreements. Amendments require written consent. In case of conflict, these terms and conditions prevail over other documents, unless specified otherwise. Schedules or duly executed agreements take precedence. Prior dealings or trade usage are irrelevant in interpreting this Order.
    9. Waiver; Severability; Construction: Waivers must be in writing and apply to specific incidents. Failure to enforce or exercise any provision does not waive the right. If any provision is deemed invalid, the remaining provisions remain valid. If a provision is excessively broad, it will be enforced to a reasonable extent while reflecting the parties’ intent.
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