PURCHASE ORDER TERMS AND CONDITIONS
These Purchase Order Terms and Conditions (“Terms”) are entered into by and between Ignite Technology Limited or the Ignite Technology Limited affiliate identified in the applicable purchase order (“Ignite”) and the supplier identified in the purchase order (“Supplier”) and shall apply to any goods or services provided by Supplier in the applicable purchase order (“Purchase Order”). By providing the goods or performing the services to Ignite, you hereby accept and agree to be bound by the following Terms. Notwithstanding the foregoing, if the parties enter or have entered into a master services agreement, purchase agreement, or any other definitive frame agreement (a “Master Agreement”), covering procurement of any goods or services described in the applicable Purchase Order, the terms of such Master Agreement shall prevail over any Terms herein.
- Engagement of Services. Supplier will provide the goods (“Goods”) or perform the services (“Services”) described and agreed by the parties in the applicable Purchase Order with the price, terms and payment terms as set forth in the Purchase Order and subject to the Terms hereunder. Ignite will pay the fees for the performance of the Services stated in the Purchase Order after acceptance of the Goods or Services upon the latest of the following: (i) the delivery date; (ii) the date of Ignite’s acceptance of all Goods and/or Services; or (iii) Ignite’s receipt of a properly prepared and undisputed invoice. If net payment terms are not stated on a Purchase Order, payment will be made within 30 calendar days after receipt of an accurate and undisputed invoice. Unless otherwise specified therein, the prices on any Purchase Order include all applicable taxes required by law to be paid to Supplier. Supplier shall be solely responsible for filing the appropriate tax forms and paying all taxes or fees due for the payment under any Purchase Order. If Ignite is required by law to make any deduction, or any withhold from the sum payable hereunder, then the sum payable by Ignite upon which the deduction is based will be paid to Supplier net of such deduction or withholding. Any terms or conditions contained in any acknowledgment, invoice, or other communication or documentation of Supplier that are inconsistent with these Terms are hereby rejected.
- Third Parties/ Subcontractors. Supplier will not assign, delegate, or subcontract any right or obligation under any Purchase Order or these Terms (including the right to receive payment) except to a subsidiary or affiliate, without the prior written consent of Ignite and any purported assignment without such consent will be void. Ignite’s consent may be given provided that Supplier remains liable and responsible to Ignite for (i) the performance and obligations of all the Services provided under this Agreement and (ii) any third parties’ violation of any statute, ordinance, or regulation related to Supplier’s obligations under the applicable Purchase Order and these Terms.
- Delivery. Supplier will deliver the Goods and/ or perform the Services on the agreed upon schedule, according to the completion dates agreed by the parties, with the carrier and to the destination stated in the applicable Purchase Order. If Supplier delivers the Goods or perform the Services after the delivery date specified in the Purchase Order, Ignite, in its sole discretion, may reject the Goods/Services. Supplier will not be liable for such delay due to force majeure, but Ignite may either approve or reject the Goods or Services without liability.
- Shipping Instructions. Supplier will preserve, pack, package, and handle the Goods so as to protect the Goods from loss or damage and in accordance with industry best practices. Without limiting the foregoing, Supplier will observe the requirements of any local laws and regulations relating to hazardous work, including with respect to its accompanying information, packing, labeling, reporting, carriage, and disposal. Unless otherwise expressly agreed in writing or specified in the applicable Purchase Order, delivery will be made to Ignite’s ‘Ship To’ destination agreed by the parties.
- Inspection, Acceptance or Returns. All Goods and Services will be received subject to Ignite’s right to inspect the Goods and test the Services prior to acceptance. Ignite may, at its own option, either reject and receive a refund for Goods or Services that do not conform with the Purchase Order and/or the Terms or require the Supplier to repair or replace the Goods or reperform the Services without additional charge.
- Cancellation. Ignite may cancel the applicable Purchase Order at any time, for no reason or for any reason, prior to acceptance of the Goods/ commencement of the Services upon written notice to Supplier. Either Ignite or Supplier may terminate the Purchase Order immediately upon written notice to the other party for any material breach.
- Intellectual Property. all intellectual property rights in the deliverables developed or created during the provision of the Services, are the property of Ignite, as well as the copyrights and intellectual property rights therein. Standard Goods manufactured by Supplier and sold to Ignite without having been designed, customized, or modified for Ignite will remain Supplier’s property. The payment by Ignite of the fees in accordance with the Purchase Order will operate to assign to Ignite the entire copyright and intellectual property rights mentioned above without further act by either party being necessary. Supplier will not assert and otherwise waives, any “moral rights” and assigns all “moral rights” in the deliverables to Ignite. To the extent that Supplier incorporates any of Supplier’s pre-existing intellectual property (“Background IP”) into the deliverables under this Purchase Order, Supplier grants Ignite a non-exclusive, royalty free, irrevocable, perpetual, worldwide transferable and fully paid-up license to use, reproduce, modify, offer to sell and distribute the Background IP in connection with Ignite’s use of the applicable deliverables and/ or the Services. Supplier will ensure that no intellectual property rights of any third party have been and/or will be infringed in the performance by it of the Services and will indemnify Ignite against any such claims for breach of a third party’s intellectual property rights.
- Representations and Warranties. Each party represents and warrants that it will comply with applicable laws, order and/ or regulations including all privacy laws, any applicable import and export regulations, employment and anti-bribery laws and regulations in its performance under the applicable Purchase Order. Supplier warrants that any Goods sold by Supplier and/ or the Services provided under the Purchase Order will be of merchantable quality; will conform to applicable specifications, drawings or descriptions furnished by Ignite; will be free from defects in material and workmanship; will conform to the applicable documentation; will be sufficient and fit for the purposes intended by Ignite and; will not violate the any duty of confidentiality or patent, copyright trade mark or any other contractual right of a third party. Supplier warrants that any Services provided by Supplier to Ignite hereunder will be performed in a professional and workmanlike manner in accordance with recognized industry standards.
- Confidentiality. “Confidential Information” means any information obtained by Supplier in connection with a Purchase Order, including the existence of the Purchase Order and its terms, personally identifiable information that Ignite provides to Supplier, if any, and all other information which is identified as proprietary or which a reasonable person should know is confidential given the circumstances and content of the disclosure, whether or not designated as “confidential”. Supplier will (a) hold the Confidential Information in confidence and not disclose Ignite’s Conﬁdential Information to third parties without Ignite’s prior written consent, and (b) use the Confidential Information of Ignite solely to fulfil its obligations and exercise its rights under the Purchase Order. Supplier will destroy/ return the Confidential Information upon Ignite’s written request. In the event that Supplier is required by law or other legal order to disclose any of Ignite’s Confidential Information, Supplier will first give written notice to Ignite (if permitted by law). Confidential Information will not include any information which: (a) is or becomes publicly known through no breach of the Supplier; (b) is already in the possession of the Supplier at the time of disclosure; (c) is obtained by Supplier from a third party without a breach of such third party’s obligations of confidentiality; or (d) is independently developed by Supplier without use of or reference to Ignite’s Confidential Information.
- Data Privacy. If as a result of the applicable Purchase Order Supplier obtains, processes, accesses, stores or otherwise handles information relating to identified or identifiable individuals (“Personal Data”), Supplier acknowledges and agrees that Supplier will process any Personal Data solely for the purposes of providing the contracted Services. Supplier will comply, or ensures compliance of its own suppliers with all applicable data protection, privacy, electronic communications, and telemarketing regulations (including but not limited to the EU General Data Protection Regulation, the UK GDPR as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018 and the California Consumer Privacy Act) in performing its obligations under the Purchase Orders and these Terms. Without limiting the foregoing, supplier represents and warrants that (a) Supplier obtains or has obtained relevant personal data in compliance with all applicable data protection and privacy laws, and (b) Supplier has the lawful basis and right to use such personal data for purposes of providing the services under the Purchase Orders and these Terms. Supplier will promptly delete Personal Data where: (1) such Personal Data is no longer required by Supplier to perform the contracted Services, or (2) upon Ignite’s request. Supplier will defend, indemnify, and hold harmless Ignite against all third-party claims arising from or related to Supplier’s breach of its obligations under this paragraph.
- Insurance. Supplier, at its own expense, will be solely responsible for securing and maintaining adequate insurance with a reputable insurance company to cover its risks hereunder, such as, but not limited to auto, product liability general liability, professional indemnity insurance, workers/employer liability insurance, public liability insurance and any other insurance as required by law or is the common practice in Supplier’s industry or businesses, whichever affords greater coverage and amounts. Supplier will provide Ignite with documentation evidencing the required coverage within five (5) business days of Ignite’s request.
- Indemnification. Supplier, its successors and assigns, will indemnify, defend, and hold Ignite, its officers, directors, agents, employees, successors, customers and affiliates harmless against all claims, suits, judgments, court costs, attorney’s fees and other liabilities, demands or losses for (i) personal injury, death or property damage related to the Goods or Services furnished by Supplier (ii) all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of Supplier, Supplier’s agents, employees, or subcontractors (iii) any intellectual property claims that the Goods and/or Services infringe or misappropriate any third party Intellectual Property Rights, (iv) any allegations arising from or related to Supplier’s breach of its obligations hereunder or (v) any violation of applicable law. If Ignite’s use of the Goods or Services is enjoined or in Ignite’s reasonable opinion, is likely to be enjoined as a result of any such claim or allegation of Intellectual Property Infringement, Supplier agrees, at Ignite’s option to: (a) accept return of the Goods from Ignite and refund to Ignite the amounts paid by Ignite, (b) modify the Goods/ or Services so that they become non-infringing but equivalent in functionality, quality, compatibility, and performance, or (c) procure for Ignite and its customers the right to continue using and distributing the Goods or Services.
- Limitation of Liability. IGNITE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND IGNITE’S MAXIMUM LIABILITY ARISING OUT OF THE PURCHASE ORDERS AND THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO SUPPLIER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.
- Miscellaneous. The relationship of Supplier to Ignite is that of an independent contractor. Neither Supplier nor its employees, agents or subcontractors are agents or employees of Ignite. Except as provided herein, no term or condition of any Purchase Order or these Terms (including without limitation those related to fees and service levels) may be amended or deemed to be waived, except in writing signed by both parties. All usage of Ignite’s name brand or logo in connection with this Agreement will be used in accordance with Ignite’s branding guidelines, which are available to Supplier upon request. These Terms will be construed in accordance with the laws of England without regard to its principles of conflict of laws. The rights and remedies herein provided are in addition to those available to either party at law or in equity. Those provisions that by their nature are intended to survive termination or expiration of these Terms will survive.