Allbridge Purchase Order Terms

These purchase order terms include the purchase order incorporating them by reference (the “Purchase Order”) between Allbridge and the Supplier identified in the Purchase Order (“Allbridge” and “Supplier,” respectively). These purchase order terms also include any statement of work or other attachments or exhibits physically attached to, or otherwise expressly incorporated in, the Purchase Order (such statement of work, attachment(s), or exhibit(s), the “SOW”).  If Allbridge and Supplier are parties to a valid master agreement and: (a) there is no SOW, or (b) the SOW provides that the terms of such master agreement govern Allbridge’s and Supplier’s rights and obligations under the Purchase Order or SOW, then the terms of such master agreement supersede these purchase order terms.  Otherwise, these purchase order terms govern Allbridge’s purchase, and Supplier’s provision, of the services, goods, and other deliverables as described in the Purchase Order.  Supplier’s electronic or written acceptance or acknowledgement of the Purchase Order or Supplier’s commencement of performance, constitutes Supplier’s acceptance of these purchase order terms.  Allbridge limits its acceptance of any offer from Supplier to these purchase order terms, and Allbridge rejects any additional or different terms in any other communication between the parties.  Allbridge may revoke the Purchase Order at any time prior to Supplier’s acceptance.

1       Supplier Performance

1.1       Supplier shall provide the services as set out in these purchase order terms (such services, the “Services”).  Supplier shall perform all Services in a manner consistent with industry standards reasonably applied to the performance of such work. 

1.2       Supplier shall provide the deliverables set out in these purchase order terms (the “Deliverables”).  Supplier shall not infringe upon any third party’s intellectual property rights in the course of providing the Services or Deliverables, and Supplier shall not provide Allbridge any software that contains open source technology or code designed to disrupt or impede operation or grant unauthorized access, such as viruses, worms, and back doors.  If the Services or Deliverables fail to conform to the specifications, drawings, samples, descriptions, and requirements in these purchase order terms or contain material defects in design, materials, workmanship, performance, or title, Supplier shall at Allbridge’s option (without charge or delay), repair, replace, re-perform, or modify the Services and Deliverables to promptly correct such nonconformance or defect during or after the term of these purchase order terms.  The SOW may provide for additional rights and remedies in connection with defects or nonconformance.

1.3       Supplier shall not subcontract its obligations under these purchase order terms, in whole or in part, to any other person or entity without Allbridge’s prior written approval.  Supplier is responsible for the acts and omissions of its subcontractors.

1.4       Supplier shall not assign or transfer any rights (except rights to payments) or obligations under these purchase order terms without Allbridge’s prior written consent. 

2       Fees

2.1       Allbridge shall pay Supplier the fees set out in the Purchase Order or SOW for the Services and Deliverables Supplier provides.  Except as otherwise agreed in writing, Allbridge is not obligated to pay for any other cost or expense.

2.2       Supplier shall provide invoices to Allbridge after delivery of the Services and Deliverables, and Allbridge shall pay undisputed invoices in accordance with the payment terms set out in the Purchase Order.  If Allbridge disputes an invoice, Supplier shall either correct the invoice or separate the disputed and undisputed portions into two separate invoices.  The parties shall diligently attempt to resolve disputed items.  Allbridge will not be obligated to pay any fees, costs, or expenses for Services or Deliverables provided more than ninety days before Allbridge’s receipt of an invoice.  Allbridge may reject corrections or changes to invoices received more than forty-five days after receipt of the initial invoice.

2.3       The fees set out in the Purchase Order do not include any sales, use, VAT, GST, property, or excise taxes, customs, import and export duties, or other tax, regardless of how or on whom the tax is levied and of whether such tax is based on any charge, price, fee, or other amount, the Services, the Deliverables, or their use.  Supplier shall determine the applicable taxes and rates arising directly from Supplier’s provision of the Deliverables or Services, excluding taxes based on Supplier’s income, and shall add such taxes to the invoice.  Allbridge shall reimburse Supplier for any taxes that Allbridge owes, and that Supplier pays, after Allbridge receives a valid tax receipt documenting such payment.  Supplier is responsible for any interest or penalties resulting from Supplier’s failure to promptly pay tax as required by law.

3       Term and Termination

3.1       These purchase order terms will continue in effect until Allbridge has accepted all Deliverables and Services, unless earlier terminated as provided in these purchase order terms.

3.2       Allbridge may terminate these purchase order terms, at any time for convenience upon fifteen days’ written notice to Supplier or such other notice period as set out in the SOW. 

3.3       Either party may terminate these purchase order terms if the other party breaches a material provision of these purchase order terms and fails to cure such breach within thirty days of receipt of written notice of breach. 

3.4       Notwithstanding anything in these purchase order terms to the contrary, Allbridge may immediately terminate these purchase order terms if: (a)  Supplier breaches Section 4 (Supplier Compliance); (b) Supplier fails to comply with Allbridge’s security policies or requirements; (c) all or substantially all of Supplier’s assets are sold, or a controlling interest in Supplier is transferred, to an unaffiliated third party; or (d) Supplier commences or has commenced against it proceedings under any bankruptcy or liquidation law, or a receiver or similar officer is appointed with respect to a substantial part of its assets.

4       Supplier Compliance

4.1       Supplier shall comply with all laws and regulations applicable to Supplier’s performance of its duties and responsibilities under these purchase order terms (“Applicable Law”), including:

4.1.1     anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010;

4.1.2     technology export, use, and transfer laws of the United States and other countries.  Supplier shall provide documentation and assistance Allbridge reasonably requests in connection with securing government authorizations or providing required reports.  Supplier shall not use Allbridge export/re-export authorizations to secure its own activities;

4.1.3     maintenance of accurate and complete Supplier Records of all transactions under these purchase order terms in accordance with applicable regulatory and generally accepted industry standards, including maintenance of records pertaining to the import and export/re-export of Allbridge technology in compliance with Applicable Law; provided, Supplier shall maintain all such Supplier Records for not less than five years.  For purposes of these purchase order terms, “Supplier Records” means all information (whether stored electronically or in other media) relating to the Services or Deliverables, including information pertaining to inventory, import/export and shipping, legal documents and notices, account records necessary to document the basis of charges billed to Allbridge, and all other documents and materials created or used in the performance of Supplier’s obligations under these purchase order terms;

4.1.4     occupational health and safety laws, regulations, and requirements, including applicable job hazard analysis, risk assessments, exposure assessments, training, and injury reporting and tracking; and

4.1.5     environmental laws, regulations, and requirements, including applicable management and training requirements relating to waste, air emissions, wastewater, and stormwater.  Supplier shall comply with all property and site access restrictions and requirements.

4.2       Supplier shall maintain all information in its possession or under its control that Allbridge owns or that Supplier manages on Allbridge’s behalf under these purchase order terms until Supplier returns such information to Allbridge or destroys it in accordance with Allbridge’s written instructions.

5       Business Continuity and Force Majeure

If a party is unable to perform one or more obligations due to epidemic/pandemic, fire, flood, earthquake, hurricane, or similar natural disasters, war, terrorism, riots, rebellions, or revolutions, the party is excused from such obligation(s).  The affected party shall provide prompt notice to the other of such event and shall use commercially reasonable efforts to resume performance without delay.  If Supplier is unable to perform its obligations for more than forty-eight hours by reason of an event described in this Section 5.2, Allbridge may, upon notice to Supplier: (a) cease payment of fees until Supplier recommences its performance; or (b) immediately terminate these purchase order terms and pay only those fees then due and payable.

6       Entire Agreement; Order of Precedence

These purchase order terms are the complete agreement between the parties regarding their subject matter and supersede all prior and contemporaneous oral or written communications.  These purchase order terms may not be modified by course of performance; they may only be modified by a written agreement executed by both parties.  In the event of a conflict between the provisions of these purchase order terms and provisions set out in a hyperlink or SOW, the provisions of these purchase order terms prevail.  In the event of a conflict between provisions of a SOW and provisions set out in the Purchase Order or a hyperlink incorporated by reference into these purchase order terms, the provisions of the Purchase order and of the hyperlink prevail.

7 Notices

The parties shall provide all notices and consents in writing.  Notices and consents delivered by hand or by a national transportation company are effective upon delivery to the other party at its respective address as stated on the Purchase Order.

8       Indemnification

8.1       Supplier shall indemnify Allbridge, its affiliates, and their respective directors, officers, and employees against all losses and liabilities as incurred (including legal expenses and costs of other professionals) arising in connection with a claim or proceeding, brought by a third party during or after the term of these purchase order terms, alleging: (a) use of the Services or Deliverables violates any third party’s intellectual property rights; (b) Supplier has failed to comply with Applicable Law, including any failure to satisfy tax or withholding obligations; or (c) Supplier’s negligence, willful misconduct, or breach of any warranty or other obligation under these purchase order terms.

8.2       Allbridge shall promptly notify Supplier of any such claim or proceeding.  However, delay in notifying Supplier will not relieve Supplier from any obligation except to the extent the delay harmed Supplier.  Supplier may assume the defense of such claim or proceeding, and Allbridge shall provide reasonable cooperation with Supplier, at Supplier’s expense, in the investigation of any such claim or proceeding.  Supplier shall not settle or otherwise consent to a judgment that diminishes Allbridge’s rights or interests without Allbridge’s express written consent.  If Supplier fails to assume such defense, Allbridge may defend or settle such claim on Supplier’s behalf.

9       Delivery

9.1       Unless Allbridge instructs Supplier otherwise in writing, Supplier shall: (a) deliver all Deliverables to Allbridge at the address set out in the Purchase Order; (b) preserve, package, and handle the Deliverables in accordance with best commercial practices and Applicable Law; and (c) include with each delivery a packing list identifying the Purchase Order number, Allbridge part number (if applicable), quantity and description of the contents, and the shipping date.  Supplier assumes responsibility for all shipping and delivery charges, including customs, duties, taxes, insurance, and costs.  Risk of loss for the Deliverables does not pass to Allbridge until Allbridge accepts such Deliverables.

9.2       Time is of the essence in Supplier’s delivery of the Deliverables and Services.  Allbridge may reject Deliverables and Services provided after the date(s) set out in the Purchase Order and SOW (“Delivery Date”).  Allbridge may reject Services and Deliverables that do not conform to applicable specifications and requirements up to 10 business days following Allbridge’s receipt.  Allbridge may: (a) return the non-conforming Deliverables to Supplier for a refund or credit; (b) require Supplier to replace or re-perform the non-conforming Deliverables or Services; or (c) accept the non-conforming Deliverables or Services on the condition that Supplier provide a refund or credit Allbridge determines represents the diminished value of the non-conforming Deliverables or Services.

9.3       Allbridge will hold any rejected Deliverables at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s return shipping instructions, and Supplier shall bear all costs of return, including shipping and insurance charges.  Allbridge may, in its sole discretion, destroy or sell at a public or private sale any rejected Deliverables for which Supplier does not provide Allbridge return instructions within a reasonable time.  Allbridge will apply any proceeds of such sale first toward any storage charges.  Allbridge’s payment for any Services or Deliverables does not constitute Allbridge’s acceptance.

10       Additional Terms

Our organization is a federal contractor and required, as such, to notify your organization of its potential obligations under Executive Order 11246, Vietnam Era Veterans’ Readjustment Assistance Act, and Section 503 of the Rehabilitation Act to not discriminate against any applicant or employee due to race, color, religion, national origin, sexual orientation, gender identity, disability, or protected veteran status.  Please review the following equal employment opportunity clauses to determine any action your organization should take to comply with doing business with a federal contractor: Supplier shall comply with the requirements of 41 CFR 60-1.4, CFR 60-300.5(a), and CFR 60-741.5(a).  These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, and for inquiring about, discussing or disclosing compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.