Notice to prospective vendors: Only certain designated employees or others who are expressly authorized can contractually commit Fenice Community Media Group, LLC or any newspaper company managed by Fenice. Vendors should not assume that any employees who are not officers or Purchasing Agents named below are authorized to sign agreements or make any contractual or other commitment on behalf of the The Fort Stockton Pioneer, The Gonzales Inquirer, Hill Country News, Katy Times, The Madisonville Meteor, The Sealy News, or Fenice Community Media. Individual newspapers are separate individual companies and a contractual obligation with an individual newspaper company shall not under any circumstances constitute a contractual obligation on the part of Fenice Community Media Group, LLC or any of the other companies. For convenience, the term Company used herein shall be considered applicable to any of the above named companies, but shall not be construed as a collective term encompassing more than one of the above companies.
Individuals or companies registering as vendors for any of the above newspaper companies, or Fenice Community Media Group, agree to the following general contract terms and conditions:
SITUS: The place of this Contract, its situs and forum, shall be Texas, where all matters, whether sounding in Contract or tort, relating to its validity, construction, interpretation and enforcement shall be determined.
GOVERNING LAWS: This Contract is made under and shall be governed, construed and enforced in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.
INTELLECTUAL PROPERTY INDEMNITY: Vendor shall hold and save the Company, its officers, agents and employees, harmless from liability of any kind, including costs and expenses, resulting from infringement of the rights of any third party in any copyrighted material, patented or unpatented invention, articles, device or appliance delivered in connection with this contract.
ADVERTISING: Vendor agrees not to use the existence of this Contract or the name of the Company as part of any commercial advertising or marketing of products or services. A Vendor may inquire whether the Company is willing to act as a reference by providing factual information directly to other prospective customers.
ASSIGNMENT: No assignment of the Vendor’s obligations nor the Vendor’s right to receive payment hereunder shall be permitted. However, upon written request approved by the issuing purchasing authority and solely as a convenience to the Vendor, the Company may: a) Forward the Vendor’s payment check directly to any person or entity designated by the Vendor, and b) Include any person or entity designated by Vendor as a joint payee on the Vendor’s payment check. In no event shall such approval and action obligate the Company to anyone other than the Vendor and the Vendor shall remain responsible for fulfillment of all Contract obligations. Upon advance written request, the Company may, in its unfettered discretion, approve an assignment to the surviving entity of a merger, acquisition or corporate reorganization, if made as part of the transfer of all or substantially all of the Vendor’s assets. Any purported assignment made in violation of this provision shall be void and a material breach of this Contract.
COMMUNICATIONS AND PAYMENT FACILITATION: I understand that Fenice Community Media Group, LLC provides contractual management services for the individual newspaper companies named above. In this capacity, employees, officers, and owners of Fenice may communicate with Vendor and may facilitate or make payment on behalf of any individual newspaper company, however, Vendor understands and agrees that such communications and/or payment facilitation or processing shall not be construed as an obligation on the part of Fenice Community Media Group to any obligation of an individual newspaper company.
GENERAL INDEMNITY: The Vendor shall hold and save the Company, its officers, agents, and employees, harmless from liability of any kind, including all claims and losses accruing or resulting to any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this Contract, and from any and all claims and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the Vendor in the performance of this Contract and that are attributable to the negligence or intentionally tortious acts of the Vendor provided that the Vendor is notified in writing within 30 days that the Company has knowledge of such claims. The Vendor represents and warrants that it shall make no claim of any kind or nature against the Company’s agents who are involved in the delivery or processing of Vendor goods or services to the Company. The representation and warranty in the preceding sentence shall survive the termination or expiration of this Contract.
PROCUREMENT: Vendor understands and agrees that only Scott Coleman or Brandi Chionsini are authorized to purchase goods, services, or supplies, or enter into any contractual arrangement with a value exceeding $250 in any 12-month period, on behalf of Fenice Community Media Group or any of the individual newspaper companies it manages. No other employee is authorized to make an order, promise to pay, or commit The Fort Stockton Pioneer, The Gonzales Inquirer, Hill Country News, Katy Times, The Madisonville Meteor, The Sealy News, or Fenice Community Media to any contractual arrangement. Vendor explicitly agrees, warrants and certifies that it will bear sole liability for failure to obtain proper authorization for any purchase, promise to pay, or contractual agreement, and will not have any cause of action against Company for Vendor’s failure to obtain proper authorization under the terms herein.
INVOICING: Fenice Community Media Group and the newspapers it manage use an electronic accounts payable system. A detailed invoice is required for each purchase or for each periodic charge per an in-effect agreement, specifying the charge, date or period of service, details of each charge, and totaling the invoice’s charges. Invoices should be submitted electronically by PDF attachment to an email sent to the accounts payable email address provided below. Please send invoices only and do not send statements of account. Any invoice submitted by any means other than as prescribed will result in delay in processing your payment. Vendor agrees that Company will not be responsible for any late fees, interest charges, or any other costs as a result of invoices submitted by Vendor in any manner other than as prescribed below.
PAYMENT TERMS: All invoices will be submitted with a minimum Net 30 payment terms. Any invoice showing terms less than Net 30 will be adjusted to a Net 30 basis.
INDIVIDUAL COMPANIES: Vendor understands and agrees that any agreement to purchase goods, services, or supplies, or any other contractual arrangement with any individual newspaper company is only an agreement with that company and does not in any way bind or obligate any other newspaper company or Fenice Community Media Group to such an agreement. Vendor understands and agrees that no employee other than the above named authorized officers can commit Fenice Community Media Group, LLC to any contractual arrangement in combination with or relation to any newspaper company.
COMPLIANCE WITH LAWS: Vendor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business and performance in
accordance with this contract, including those of federal, state, and local agencies having jurisdiction and/or authority. Vendor is responsible for, at its own expense, for procuring and maintaining any insurance required to conduct business under the terms of any contract and will hold and save the Company, its officers, agents, and employees, harmless from liability of any kind, including all claims and losses of Vendor, its owners, employees, agents, and any third party claims of loss or damage resulting from Vendor’s failure to procure or maintain insurance or compliance with other provisions of this paragraph.VENDOR REGISTRATION: Vendor understands and agrees that Company will not process invoices for payment until Vendor has completed Company’s vendor registration process, which includes a) Vendor’s agreement to the terms and conditions of this document, b) Vendor’s completing Company’s Online Vendor Setup Form including a substitute W9 form or Vendor providing an actual IRS Form W9 in the case Vendor is subject to backup withholdings or is otherwise unable to meet the terms applicable for use of a substitute W9.
ENTIRE AGREEMENT: This agreement and any documents incorporated specifically by reference represent the entire agreement between the parties and supersede all prior oral or written statements or agreements. All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitation.
AMENDMENTS: This agreement may be amended only by written amendments duly executed by an authorized officer named herein and the Vendor.
WAIVER: Any failure to enforce or the waiver by the Company of any right or of breach or default on one occasion or instance shall not constitute the waiver of such right, breach or default on any subsequent occasion or instance.
FORCE MAJEURE: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations as a result of events beyond its reasonable control, including without limitation, fire, power failures, any act of war, hostile foreign action, nuclear explosion, riot, strikes or failures or refusals to perform under subcontracts, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God.
SEND INVOICES TO:
Fort Stockton Pioneer – email to: ap@fortstocktonpioneer.com
Gonzales Inquirer – email to: ap@gonzalesinquirer.com
Hill Country News – email to: ap@hillcountrynews.com
Katy Times – email to: ap@katytimes.com
Madisonville Meteor – email to: ap@madisonvillemeteor.com
Sealy News – email to: ap@sealynews.com
Fenice Community Media – email to: ap@fenicecommunitymedia.com
This terms and conditions agreement links to the company’s Online Vendor Setup Form.