Purchase Order Terms and Conditions

 

1. Applicability and Acceptance.

The purchase order to which these terms and conditions are hyperlinked (the “Purchase Order”) is an offer from Buyer. “Buyer” means, depending on which entity the Goods or Services are intended, (i) Thrive Services Group Inc.; (ii) Thrive Education Services Group, LLC; (iii) Thrive Rags Group, LLC; (iv) Thrive Food Services Group, LLC; (v) Thrive Housing Group, LLC; (vi) Thrive Development Group, LLC; or (vi) Thrive Real Estate Group, LLC. This offer is to the supplier listed on the Purchase Order (the “Supplier”).

The Purchase Order is for the goods (the “Goods”) and services (the “Services”) described therein. The Purchase Order is subject to these terms and conditions (the “Terms,” together with the Purchase Order, the “Order”). This Order expressly limits Supplier’s acceptance to the terms of the Order. It contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings with respect to that subject matter. If Supplier performs obligations related to this Order, that performance constitutes acceptance of the Order. Buyer and Supplier are, individually, referred to as a “party” and, collectively, referred to as the “parties.”

2. Delivery Date and Packaging.

Supplier will deliver the Goods on the date the parties agree upon in writing or, if no such date is agreed upon, within a reasonable amount of time (the “Delivery Date”). Timely delivery of the Goods is of the essence. If Supplier fails to deliver the Goods on the Delivery Date, Buyer may terminate the Order by providing written notice to Supplier, and Supplier will indemnify Buyer for the expenses the failure causes. Supplier will package the Goods in a manner that prevents them from being damaged

3. Delivery Location and Quantity.

Supplier will deliver the Goods to the “ship-to” location listed on the Purchase Order (the “Delivery Location”) during Buyer’s normal business hours or at any other reasonable time Buyer specifies. Supplier will deliver the Goods in the quantity listed on the Purchase Order. Buyer may reject excess Goods, and Supplier will accept their return at Supplier’s expense.

4. Title and Risk of Loss.

Title to the Goods passes to Buyer when the Goods are delivered to Buyer at the Delivery Location, and Supplier bears the risk of loss or damage to the Goods until the Goods are delivered to Buyer at the Delivery Location.

5. Performance of Services.

Supplier will perform the Services in accordance with the Purchase Order. Supplier will maintain any necessary licenses and consents to perform the Services.

6. Payment.

The price of the Goods and Services is the price listed on the Purchase Order (the “Price”). The Price includes all expenses related to the Goods and Services except for applicable sales taxes, which Supplier will specify on the invoice. Supplier will not increase the Price unless Buyer agrees to the increase in writing. Supplier will invoice Buyer for the Price via email or any other reasonable method Buyer specifies. If Supplier delivers the Goods and performs the Services in accordance with these Terms, Buyer will pay the invoice in accordance with the time and manner listed on the Purchase Order or, if no time or manner is listed, in a reasonable time and manner.

7. Change Orders.

Buyer may order changes to the Services via a written request to Supplier (a “Change Order”). Five days after receiving the Change Order, Supplier will submit to Buyer a firm cost proposal for the Change Order or reject the Change Order. If Buyer accepts a cost proposal the Supplier submits, Supplier will proceed with the changed Services subject to the cost proposal and this Order.

8. Warranties, Indemnification, and Insurance.

Supplier warrants that the Goods will: (i) be free from defects; (ii) conform to applicable specifications; (iii) be merchantable; (iv) be free and clear of liens, security interests, or other encumbrances; and (v) not infringe or misappropriate any third party’s intellectual property rights. Supplier further warrants that it will: (i) perform the Services using personnel of required skill, experience, and qualifications; (ii) perform the Services in a professional and competent manner; and (iii) devote adequate time and resources to meet its obligations under this Order.

Supplier will indemnify, defend, and hold harmless Buyer and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) from all losses, damages, liabilities, claims, settlements, interest, awards, penalties, or other expenses, including attorneys’ fees, that Indemnified Party incurs (collectively, “Losses”) that arise out of or relate to Supplier’s: (i) breach of these Terms; (ii) negligent or more culpable act or omission; (iii) failure to comply with a federal, state, or local law or regulation; or (iv) infringement or misappropriation of any intellectual property rights.

During the term of this Order and for one year after the term terminates, Supplier will maintain, at its sole expense, the following insurance coverages: (i) state statutory workers’ compensation coverage; (ii) employer’s liability coverage of $1,000,000, each accident or disease; (iii) business auto liability coverage of $1,000,000, each accident, combined single limit, including bodily injury and property damage for any vehicle or mobile equipment Supplier operates in connection with the Goods or Services; (iv) commercial general liability of $1,000,000, each occurrence, including products, completed operations, and broad form contractual liability; (v) professional liability coverage of $1,000,000; and (vi) umbrella excess liability of $5,000,000, each occurrence. The insurers must be financially sound and reputable, and waive all rights of subrogation against Buyer and its insurers. Supplier will promptly: (i) provide Buyer a certificate of insurance evidencing the foregoing insurance coverage, and (ii) except for the workers’ compensation and professional liability coverages, name Buyer and its officers, directors, employees, and agents as additional insureds for the foregoing coverages.

9. Term and Termination.

The term of this Order begins on the date of its acceptance and terminates when Supplier delivers the Goods and performs the Services. If Supplier materially breaches the Terms, Buyer may terminate the Order by providing notice to the Supplier.

10. Miscellaneous.

1. Supplier is an independent contractor. Nothing contained in this Order will be construed to (i) give either party the power to control the activities of the other party; (ii) constitute the parties as partners, joint ventures, joint employers, agents, co-owners, or otherwise; or (iii) allow Supplier to create or assume any obligation on behalf of Buyer for any purpose whatsoever.
2. The parties will not amend these Terms except through a writing that both parties sign.
3. If either party commences a lawsuit or other proceeding against the other party that relates to this Order, then each party will bear its own expenses, including, but not limited to, costs and attorneys’ fees.
4. If a court or arbitrator holds that a term of this Order is unenforceable, the unenforceability does not affect any other term of this Order.
5. Without giving effect to its conflict of law provisions, the law of the State of Arizona governs this Order, and all matters arising out of or relating to this Order. If a party commences a lawsuit against the other party that arises out of or relates to this Order, that party will commence the lawsuit in a court of the State of Arizona sitting in Maricopa County. Each party acknowledges that those courts would be a convenient forum.
6. Each party acknowledges that it has received, or had the opportunity to receive, legal counsel for this Order, and that it has sought this legal counsel or chosen not to do so.
7. Sections 1, 4, 8, and 10 of these Terms, and any other provision of the Order that, to give proper effect to its intent, should survive the termination of the Order, will survive termination for five years after this Order terminates.