Policies & Legal Resources

Standard Purchase Order Terms and Conditions

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Standard Purchase Order Terms and Conditions

The following Standard Purchase Order Terms and Conditions (“Terms”) apply only to transactions where there is not a signed, written agreement (a “Supply Agreement”), duly executed between Snap One (the “Company”) and Supplier (collectively referred to as Party or Parties). If there is such a Supply Agreement, then the terms of that Supply Agreement shall govern the transaction and relationship of the parties. Absent such a written agreement, these Terms shall govern the transaction and relationship between the Supplier and Company. Snap One explicitly rejects and disregards any other terms and conditions offered by Supplier that add to or differ from Snap One’s Terms.

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Definitions

• Confidential Information. “Confidential Information” means any information disclosed by a Party to the other Party whether furnished before, on, or after the date of this Purchase Order, either directly or indirectly in writing, orally, or by inspection of tangible objects (including, without limitation, research, product plans, products, services, customers, markets, software, inventions, processes, designs, drawings, engineering, hardware configuration information, or marketing or financial documents) either marked or identified as confidential or, if a reasonable person would recognize such information as confidential or proprietary considering the nature and circumstances of disclosure. Confidential Information will also include (a) the Purchase Order; (b) technical matters concerning each Party’s trade secrets, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results; (c) each Party’s pricing, policies, markets, and sales strategies; (d) matters relating to each Party’s project initiatives and designs; or (e) other information of a similar nature not generally disclosed to the public.
• Documentation. “Documentation” means the written instructions, user guides, and user manuals for the Products, whether in electronic or paper form, provided by Supplier upon delivery of Products and any such materials provided by Supplier in connection with any updates, modifications, and improvements to any software provided hereunder.
• End Customer. “End Customer” means the ultimate purchaser and end-user of the Products.
• Epidemic Failure. “Epidemic Failure” means the occurrence of one or more material failures in the Products supplied by Supplier during the Product Warranty period (as set forth herein), due to a single root cause, discovered either in testing or in the field at a failure rate over any rolling 90-day period exceeding 5% of such Products delivered during such period.
• Firmware. “Firmware” means Licensed Software that is embedded in a Product.
• Hardware. “Hardware” means all tangible devices and tangible system components, including any embedded Firmware that Supplier makes available to Company or an End Customer under this Purchase Order
• Intellectual Property. “Intellectual Property” means the applicable Party’s proprietary intellectual property, including, without limitation, the patents and patent applications owned, licensed, or filed and related materials and the Marks, and proprietary information that is not generally known, including (whether or not patentable) all trade secrets, know-how, data, software code, designs, specifications, material lists, drawings, algorithms, formulas, patterns, compilations, programs, samples, devices, protocols, methods, techniques, processes, procedures, and results of experimentation and testing.
• Licensed Software. “Licensed Software” means the machine-readable, object-code version of Supplier’s software (whether or not embedded in a Product as Firmware), including all related Documentation, and including any modified, updated, or enhanced versions of the software or Documentation, that Supplier makes available to Company or an End Customer under the Purchase Order.
• Marks. “Marks” means the applicable Party’s current and future logos, trade names, and other trademarks.
• Party. “Party” means Company or Supplier individually as the context requires. “Parties” means both Company and Supplier.
• Product. “Product” means any Hardware, Firmware, Licensed Software, and/or materials supplied by Supplier as specified in the Purchase Order.
• Purchase Order. “Purchase Order” means a written order issued by Company to Supplier containing a description of the Product(s) to be purchased, the purchase quantity, the purchase delivery schedule, the nominated carrier, the routing instructions, the destination, and confirmation of the price.
• Specifications. “Specifications” means the physical, technical, functional, and/or performance requirements for the Products as set forth more specifically in the Purchase Order.
• Supplier. "Supplier" means the party selling Products to Snap One, and includes both manufacturers of Products and “Fulfillment Distributors” that are not the manufacturer of the Products but act as distribution partners for the manufacturer.  As indicated herein, some of these Terms apply only to Suppliers that are not Fulfillment Distributors.

Delivery

• General. Unless otherwise agreed in writing, all Products will be delivered to Company (or its designated location) FCA at the named shipping point (Incoterms 2020) or as specified in the Purchase Order, using Company’s specified standard shipping. The Product will be packed and marked for shipment appropriately, and packing slips must accompany all shipments. Excluding Fulfillment Distributors, In the event that Supplier is unable to meet the delivery date at the specified location as set forth in the Purchase Order, Supplier is responsible for any incremental fees or costs associated with expedited shipping for the fastest available freight and delivery to Company for any such delayed Products.
• Time of the Essence. Each Party acknowledges that the timely delivery of ordered Products is of the essence and vital to the success of this business arrangement. Supplier will pay any additional freight expenses incurred in connection with an expedited shipment arising from a shipment delay or other cause attributable to Supplier, and Company may cancel all or part of any order not shipped within the timeframe specified in the Purchase Order.

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Inspection and Acceptance

• Testing and Inspection. Excluding Fulfillment Distributors, Company may inspect and perform tests of the Products at any reasonable time and place. If such inspection is made on Supplier’s premises, Company will provide Supplier with 10 business days advance notice and Supplier will provide reasonable facilities for such inspection and testing.
• Acceptance. Final inspection and acceptance by Company will be conducted withing 20 days of the receipt of the applicable Products at Company’s specified receiving destination (except as otherwise agreed in a writing signed by both Parties). Any Products not rejected, as defined below, within such 20 day period will be deemed to be accepted by Company.
• Rejection. Company may, within 20 days of receipt of any Products at Company’s receiving destination, reject Products that fail to conform to the Specifications and defined functional test metrics loaded into Company’s designated PLM platform. In the event of a rejection, Supplier will pay all costs and expenses to return, repair, or replace such nonconforming Product. If Supplier is unable to cure any defect within 15 days of notice from Company of a rejection, Company may at its discretion terminate the applicable Purchase Order and Supplier will be liable for any resulting damages.

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Warranty

Fulfillment Distributors are required to pass through the manufacturer's warranty. Suppliers that are not Fulfillment Distributors agree to the following warranty terms: 

• Product Warranty. Unless Supplier provides a longer warranty term or as otherwise agreed in writing, Supplier warrants to Company and its End Customers that for a period of 48 months from the date of sale by Company, or its dealer or distributor, to the End Customer (excluding prototype or qualification units not intended for delivery to End Customers) that the Products will conform to the Specifications and will be free from manufacturing defects in materials and workmanship under normal use and service. As set forth below, Company (or Company’s agent) may return directly to Supplier any defective Product that does not conform to the Specifications. Any repaired or replaced Product must be warranted as set forth in this Section for a period equal to the greater of (i) the balance of the applicable warranty period relating to such Product or (ii) 90 days after it is received by Company.
• Exclusions. The warranty above does not include Products that have defects or failures resulting from alterations, modifications, or repairs by Company or third parties. For any out-of-warranty Products, Company may request that Supplier perform repairs, in which event Company agrees to pay the specified repair fees. Supplier warrants such repairs for 90 days (workmanship only).
• Software or Firmware Warranty; Enhancement. Where applicable and as part of the Product Warranty set forth above, Supplier will fix, without charge, any reproducible software or Firmware defect that is documented by Company.
• EPIDEMIC FAILURE. IN THE EVENT THAT THERE IS AN EPIDEMIC FAILURE WITH ANY PRODUCT PROVIDED BY SUPPLIER TO COMPANY THAT REQUIRES A FIELD RECALL, AND IT IS DETERMINED THAT SUCH FAILURE ARISES FROM OR IS RELATED TO A BREACH IN THE WARRANTY AS DEFINED IN THIS SECTION, SUPPLIER WILL BE RESPONSIBLE FOR ALL COSTS RELATED TO THE RECALL, REPAIR, AND REPLACEMENT OF SUCH PRODUCT IN THE FIELD.

Additional Warranties. Supplier (inclusive of Fulfillment Distributors) hereby represents and warrants to Company that:

• Supplier has and will convey to Company, upon payment in full, good title to the Products, free and clear of all liens and other security interests;
• The Products and any accompanying Documentation and the use, distribution, and resale thereof by Company do not and will not infringe upon, misappropriate, or violate any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any third party; and
• The Products and Documentation are compliant will all applicable government or administrative electrical, environmental, and emissions standards in the U.S., Australia, Canada, China, and the EU, and any other countries for which they are designed for use.
• NO OTHER WARRANTIES. EXCEPT AS SPECIFIED HEREIN, COMPANY AND SUPPLIER EACH HEREBY DISCLAIM ALL EXPRESSED OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

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Return-to-Vendor Process

• General. Excluding Fulfillment Distributors, if Products returned to Supplier under a warranty claim requires a Return to Vendor (RTV) number, Supplier will issue the RTV number upon request. Supplier will pay all transportation costs for valid returns of the Products to Supplier’s facility and for the shipment of the repaired or replaced Products to Company, and Supplier will assume title of and bear all risk of loss or damage to such Products while in transit. For invalid or “no defect found” returns, Company will pay these charges. Upon receipt of the defective unit(s), Supplier will issue a credit to Company for purchase price paid for the defective unit(s).

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LIMITATION OF LIABILITY

• EXCEPT AS OTHERWISE PROVIDED FOR IN THE PURCHASE ORDER, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THE PURCHASE ORDER OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENTIONAL CONDUCT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW; PROVIDED, HOWEVER, THAT THIS SECTION IS NOT INTENDED TO LIMIT AND MAY NOT BE CONSTRUED TO LIMIT A PARTY’S RESPONSIBILITY FOR ITS INDEMNIFICATION OBLIGATIONS OR CONFIDENTIALITY OBLIGATIONS SET FORTH IN THE PURCHASE ORDER OR THESE TERMS.
• COMPANY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS ORDER IS LIMITED TO THE LESSER OF (I) THE AMOUNT PAID BY COMPANY FOR THE GOODS AND/OR SERVICES PROVIDED BY SUPPLIER, AND (II) $500.

‍PAYMENT AND INVOICE

• Payment Terms. Unless otherwise agreed in a writing signed by the Parties, payment for any Purchase Orders will be due 60 days from Acceptance of the Products by Company. All transactions must be valued and paid in United States currency. Invoices must have the same prices and quantities specified in the Purchase Order, unless changes have been authorized in writing by Snap One prior to shipment.
• Partial Shipments. When partial shipments are made, Supplier will invoice Company in accordance with the Purchase Order for the quantity of conforming Products shipped at the agreed upon Price for such Products.

‍FORCE MAJURE

• Neither Party to this Purchase Order will be liable to the other for non-performance due to causes not reasonably within its control; including, but not limited to, fire, flood, war, embargo, riot, terrorist act, pandemic, or intervention of any governmental authority provided, however, that the Party suffering such delay immediately notifies the other Party in writing of the reasons for the delay and, if possible, the duration of such delay.

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Confidentiality

• Confidentiality Obligations. Each Party hereto agrees to hold the other Party’s Confidential Information in strict confidence and must not permit the use or disclosure of any such Confidential Information by or to any person or entity (excluding the receiving Party’s employees, attorneys, and subcontractors who may have access to Confidential Information on a need-to-know basis) unless such use or disclosure is specifically authorized in writing by the Party providing the Confidential Information. The Confidential Information may be used by each Party solely in the course of performing its obligations hereunder.
• Treatment of Confidential Information. Each Party will take appropriate action and utilize the same effort to safeguard the Confidential Information of the other Party as it utilizes to protect its own trade secrets or Confidential Information, but at a minimum, each Party will undertake reasonable precautions to protect the Confidential Information. Without limitation on the foregoing, each Party will (i) advise its own employees who have access to the Confidential Information and others for whom the other Party has given written consent to disclose the Confidential Information, of the confidential nature of the Confidential Information; (ii) ensure by agreement or otherwise that the Confidential Information is prohibited from being disclosed to any additional third parties except to the extent required to carry out obligations under the Purchase Order or these Terms; and (iii) require that such Confidential Information be kept in a reasonably secure location. A Party that receives Confidential Information from the other Party remains responsible for its employees’, attorneys’, and subcontractors’ use of the disclosing Party’s Confidential Information.
• Compliance with Law. In the event that a Party hereto is required by law or by any legal process, including interrogatories, requests for information or documents, subpoena, civil investigative demand, deposition, or similar legal process to disclose any Confidential Information, such Party must provide the other Party with reasonably prompt, written notice of such request or requirement so that the other Party may seek, at its own cost, an appropriate protective order if it deems it appropriate to do so. If, in the absence of a protective order or the receipt of a waiver hereunder, the compelled Party is nonetheless, based on the advice of the Party’s legal counsel, required by law to disclose Confidential Information, such Party may disclose only that portion of the Confidential Information which such Party’s counsel reasonably believes the Party is legally required to disclose and will undertake reasonable efforts to obtain assurance that the Confidential Information will receive confidential treatment.
• Return of Confidential Information. Upon written request of the disclosing Party, the receiving Party will return to the other Party or destroy (and certify to the disclosing Party that such destruction has taken place) all Confidential Information in written form provided by the disclosing Party, including any copies, upon termination of this Purchase Order. Notwithstanding the foregoing, neither Party will be required to destroy any of the other Party’s Confidential Information that is stored electronically as part of such Party’s disaster recovery program (provided that such Party maintains the confidentiality of any such electronically retained Confidential Information).
• Limitations. The obligations set forth in this Section do not apply if and to the extent that the Party receiving Confidential Information establishes that: (i) the information disclosed to it was already known to it without obligation to keep it confidential; (ii) it received the information in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential; (iii) the information was publicly known at the time of its receipt by it or has become publicly known other than by a breach of these Terms; (iv) the information is independently developed by the Party without use of the other Party’s Confidential Information; or (v) it was disclosed under operation of law, provided that the receiving Party has promptly notified the disclosing Party of any legal process requiring production of Confidential Information prior to compliance and has taken all reasonable precautions, including a protective order if so requested by the disclosing Party, to ensure confidential treatment of such information. A Party’s obligations under this Section will survive fulfillment or termination of the Purchase Order.

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Indemnification

• By Supplier. Supplier will indemnify, defend, and hold Company, its agents, and employees harmless from and against any and all claims, actions, liabilities, losses, costs, and expenses (“Claims”) arising from (i) any Product recall initiated by Supplier; (ii) an Epidemic Failure or other damages, liabilities, or claims arising from Section 4.4 of these Terms; (iii) any third-party claim brought against Company alleging that its sale of the Products in accordance with the Terms infringes a third party’s copyright, patent, trade secret, or other intellectual property rights except to the extent that such infringement exists as a result of the use by Supplier of Company’s materials, designs, or specifications; or (iv) any third-party claim brought against Company based upon personal injury or death or injury to property arising from the negligent acts or omission of the Supplier.
• By Company. Company will indemnify, defend, and hold Supplier, its parent, affiliates, agents, and employees harmless from and against any and all Claims brought against Supplier alleging that Supplier’s use, in accordance with the Terms and where applicable, of materials provided to Supplier by Company in connection with Company’s purchase of the Products, infringes a third person’s copyright, trade secret, or patent.
• General. The Party entitled to the indemnity under this Section (“Indemnified Party”) will give the other Party (“Indemnifying Party”) prompt written notice of any claims resulting in an obligation of indemnification under this Section. The Indemnified Party will provide reasonable assistance in the defense and the settlement of a claim at the Indemnifying Party’s expense. The Indemnifying Party will obtain the prior written approval, which approval will not be unreasonably delayed or withheld, of the Indemnified Party in respect to any non-cash aspects of a proposed settlement of such claim from the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim.

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Notices

• General. All notices permitted or required pursuant to these Terms will be written in the English language and will be either (i) hand-delivered; (ii) deposited with a nationally recognized overnight delivery service; (iii) deposited with the United States Post Office certified mail, return receipt request, and postage prepaid. All notices will be deemed to have been served the earlier of (i) when actually received; (ii) upon refusal of delivery; or (iii) upon three (3) business days after the date mailed by certified or registered mail. All notices must be addressed to the parties to whom such notices are intended as set on the face of the Purchase Order.
• Change of Address. Either Party may change its address by giving notice to the other Party in accordance with this Section.
• Exceptions. Regular business communications such as Purchase Orders, corrective action request, and the like may be sent via mail or electronic means to appropriate individuals within either Party. Any regular business communication that will be relied upon as a material legal document must be delivered via one of the means noted in Section 11.1 above.

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Insurance

• Comprehensive/Commercial General Liability. Supplier will procure and maintain a policy of comprehensive general or commercial general liability insurance with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000) general aggregate. Supplier will also procure and maintain umbrella coverage of not less than five million dollars ($5,000,000). Supplier will supply Company with a Certificate of Insurance evidencing coverage, including Ocean Cargo (if applicable), that names Snap One, LLC as an Additional Insured by endorsement, and which also provides that such insurance will not be canceled or changed unless at least thirty (30) days prior written notice has been given to Company. The insurance required hereunder will be issued by an insurance company or companies authorized to do business in the United States. Supplier’s insurance will be primary and required to respond to and pay claims prior to other coverage.

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General

• Independent Contractors. In performing their respective obligations hereunder, each of the Parties will operate as and have the status of an independent contractor and will not act as an agent or employee of the other Party. Neither Party will have any right or authority to assume or create any obligations of any kind or to make any representations or warranties on behalf of the other Party whether express or implied, or to bind the other Party in any respect whatsoever.
• Amendments. Any mutually agreed terms which may be specified after the acceptance of the Purchase Order shall be incorporated into these Terms in the form of an addendum signed by both Parties and attached hereto.
• No Waiver. No failure or delay by either Party in exercising any right, power, or remedy under these Terms may operate as a waiver of any such right, power, or remedy. No waiver of any term or condition of these Terms will be effective unless it is in writing and signed by the Party against whom such waiver or modification is sought to be enforced. The express waiver of any right or default hereunder will be effective only in the instance given and may not operate as or imply a waiver of any similar right or default on any subsequent occasion.
• Severability. Should any provision of these Terms be determined to be void, invalid, or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination will not affect the remaining provisions hereof which shall remain in full force and effect.
• Choice of Law; Jurisdiction. These Terms, and all claims or causes of action that may be based upon, arise out of, or relate to these Terms (and any transaction or relation contemplated therein) shall be governed and interpreted under the laws of Utah, without regard to its conflict of laws principles. Furthermore, the Parties expressly submit themselves to the exclusive jurisdiction of the state and federal courts in Salt Lake City, Utah to resolve any dispute based upon, arising out of, or relating to these Terms (and any transaction or relation contemplated therein). Both Parties waive forever any objection to the abovementioned venue and forum and agree not to plead or claim that the venue or forum is inconvenient. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms and to transactions processed under these Terms. All legal fees, including, but not limited to, attorney fees will be paid by the non-prevailing Party in any legal dispute.
• Entire Terms and Conditions. The headings are for the convenience of the Parties only and have no legal effects. These Terms along with the associated Purchase Order(s) constitute the entire agreement between the Parties and may only be amended by an express, written document signed by the authorized representatives of both Parties.
• Injunctive Relief. Supplier recognizes that any breach by Supplier of any obligations under these Terms may result in irreparable injury to Company for which damages and other legal remedies may be inadequate. In seeking enforcement of any of these obligations, Company will be entitled (in addition to other remedies) to seek preliminary and permanent injunctive and other equitable relief to prevent, discontinue, and/or restrain the breach of these Terms.
• Compliance with Law. Supplier agrees to comply with all applicable federal, state, and local laws at all times, including, without limitation, all applicable import and export regulations of the United States and any other countries as applicable.
• Conflict Minerals. Without limiting the obligations in Section 13.8 above, Supplier represents and warrants that it is in full compliance with conflict minerals laws, including, without limitation, Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as it may be amended from time to time and any regulations, rules, decisions, or order relating thereto adopted by the Securities and Exchange Commission or successor governmental agency responsible for adopting regulations relating thereto (collectively, “Dodd-Frank Section 1502”). Supplier must cooperate with Company to make available to Company and/or its agents, full material declarations that identify the sources of and amount of all substances contained in the Products. Unless Company specifically agrees in writing that a particular Product may contain a particular material, Supplier will also provide a statement that the Products do not contain various materials at issue in applicable laws and regulations. Without any further consideration, Supplier will provide such further cooperation as Company may reasonably require in order to meet any obligations it may have under conflict minerals laws, including, without limitation, under Dodd-Frank Section 1502.

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Updates to Terms

• These Terms may be updated by Company from time to time. Company will maintain archived copies of previous versions of these Terms.

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Last Updated: April 26, 2024

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