1 DEFINITIONS

1.1 “Goods” means any goods as specified in the Purchase Order (including any parts thereof).

1.2 “Party” means either Stout or Supplier and “Parties” means Stout and Supplier.

1.3 “PO Price” means the charge to Stout for the Goods or Services.

1.4 “Purchase Order” means the order submitted by Stout which contains these terms and conditions.

1.5 “Services” means the services as specified in the Purchase Order (including any portion thereof).

1.6 “Stout” means the Stout entity specified in the purchase Order.

1.7 “Supplier” means the entity whose name appears as the addressee in the Purchase Order.

1.8 “Supplier Resources” means Supplier’s employees and any subcontractors or agents of Supplier.

2 APPLICATION OF TERMS

2.1 These terms and conditions, together with the provisions specified in the Purchase Order, constitute the entire agreement between the Parties for the provision of the Goods and/or Services specified and replaces all previous discussions, negotiations, understandings and representations between the Parties, whether oral or written.  Acknowledgment of the Purchase Order is not essential, acceptance of the Purchase Order means acceptance of all its terms.  The Purchase Order may not be modified unless agreed to in writing by an authorized representative of both Parties.

2.2 These terms and conditions are the only terms and conditions applicable to the Purchase Order, unless specific agreement (which has been executed by an authorized representative of both Parties) is referenced in the Purchase Order, in which event the terms and conditions of such agreement will control.  No terms or conditions in any Supplier quote, order acknowledgement or invoice will apply unless accepted in writing by an authorized representative of Stout.

3 PROVISION OF GOODS

3.1 Goods to be provided under the Purchase Order will be of the best available design, quality, material and workmanship; will be without defect or fault; and will conform in all material respects with specifications set out in the Purchase Order.

3.2 Goods will be delivered to the “Ship To” location specified in the Purchase Order by the “Due Date” specified in the Purchase Order.  Unless otherwise stipulated in the Purchase Order, deliveries will only be accepted during normal business hours.  All shipments of Goods must be accompanied by a bill of lading that references the Purchase Order number, the number of items in the shipment and, in the case of a partial delivery, the outstanding balance remaining to be delivered.

3.3 Without prejudice to any other rights which Stout may have, if the Goods are not delivered by the “Due Date,” Stout reserves the right to: (a) cancel the Purchase Order in whole or in part; (b) refuse to accept any delivery of the Good which Supplier attempts to make; (c) recover from Supplier any expenditure reasonably incurred by Stout in obtaining the Goods from another supplier; and (d) damages for any additional costs, loss or expenses incurred by Stout which are in any way attributable to Supplier’s failure to deliver the Goods on the “Due Date.”

3.4 Supplier will bear risk of loss to all Goods in transit and will pay any related insurance costs.  Stout will not pay for shipping/delivery charges unless otherwise specified in the Purchase Order.

3.5 Without prejudice to any other right or remedy which Stout may have, if any Goods are not supplied in accordance with, or Supplier fails to comply with, any of the terms and conditions of the Purchase Order, Stout will be entitled to one or more of the following remedies at Stout’s sole discretion: (a) cancel the Purchase Order; (b) reject the Goods (in whole or in part) and return them to Supplier for a full refund, with such return at the risk and cost of Supplier; (c) request Supplier remedy any defect in the Goods or replace defective Goods at Supplier’s expense; (d) refuse to accept any further deliveries of the Goods without any liability to Supplier; (e) require Supplier to take necessary action at Supplier’s expense to make the Goods comply with the Purchase Order; and (f) claim any damages sustained as a consequence of Supplier’s breach of the Purchase Order.

4 PROVISION OF SERVICES

4.1 Supplier will provide the Services as set out in the Purchase Order.  Supplier will perform the Services using reasonable skill and care and in accordance with any timeframe and service levels set out in the Purchase Order.  Services will be performed only by Supplier Resources who have appropriate skills, qualifications and experience.  Supplier Resources will comply with (a) all applicable laws relating to the provision of Services (including any health, safety and privacy regulations) and (b) all policies made available by Stout.  Unless otherwise specified in the Purchase Order, Supplier will provide (at its own cost) all materials and/or equipment necessary for the performance of the Services.

4.2 Stout may, at any time, reject any Services in whole or in part, or any deliverables from the Services, which in Stout’s reasonable opinion, do not comply with the Purchase Order.  Unless otherwise specified to Supplier by Stout, Supplier will have five (5) business days to remedy the acts or omissions which caused a rejection of Services, at Supplier’s cost and expense.

4.3 Without prejudice to any other rights or remedies Stout may have, if Supplier fails to remedy the acts or omissions which cause a rejection of the Services, Stout will be entitled to terminate the Purchase Order immediately with written notice to Supplier.  Acceptance of Services will not be deemed a waiver of any rights or claims by Stout with respect to any act or omission of Supplier.

4.4 If the Services are performed at Stout’s premises, Supplier’s personnel shall comply with all applicable Stout policies, including but not limited to, the working hours and any security guidelines applicable to the location at which the Services are performed.

5 Price and Payment Terms

5.1 In consideration of the supply of Goods and/or Services by Supplier under the Purchase Order, Stout will pay Supplier the PO Price stipulated in the Purchase Order.  No deposits, prepayments or restocking fees will be authorized.

5.2 Unless otherwise specified in the Purchase Order, the PO Price will be exclusive of any applicable sales or use tax, but inclusive of all other charges.  Applicable taxes must be charged on all invoices.  Stout will not be responsible for taxes based on Supplier’s net income or related to Supplier’s personnel.  Stout will only reimburse Supplier for reasonable expenses agreed to by Stout in advance.

5.3 As soon as reasonably practicable after the supply of the Goods and/or Services, and in any event within thirty (30) days, Supplier will submit an invoice to the “Invoice to” address for Goods and/or Services provided under the Purchase Order.  All invoices must contain a description of the Goods and/or Services; the PO Price; a delineation of any applicable expenses and/or taxes; and the Purchase Order number.  Stout will be entitled to withhold payment of any invoice which does not contain the Purchase Order number; is not sent to the “Invoice To” address, and/or is for Goods and/or Services that do not meet the requirements of the Purchase Order.

5.4 Stout will pay undisputed invoices within sixty (60) days after receipt.  Interest charges and late payment penalties will not be accepted.

6 Confidentiality/Data Privacy

6.1 Supplier will not disclose and keep confidential any non-public information or materials relating to Stout, its business, current or prospective Stout clients, and/or Stout employees (“Confidential Information”).  Supplier will ensure all Confidential Information will be kept confidential using the same degree of care used by Supplier for Supplier’s own confidential information and such Confidential Information will be used only for the provision of Goods and/or Services under the Purchase Order.  Supplier will notify Stout immediately in the event that Supplier learns of any unauthorized access to any such Confidential Information.

6.2 In the event Stout provided Supplier with any personal information (“PI”) and/or any protected health information (“PHI”), as defined by applicable data privacy laws, Supplier comply with any terms provided to Supplier for protection of such PI and/or PHI.

6.3 Supplier will restrict disclosure of such Confidential Information to Supplier Resources who have a need to know the same for purpose of discharging Supplier’s obligations to Stout under the Purchase Order.  All such Supplier Resources must agree to obligations of confidentiality substantially similar to those herein.

6.4 Upon request from Stout, Supplier will return or destroy any Confidential Information.

7 Indemnity

7.1 Supplier will indemnify, defend and hold Stout harmless against all claims, liability, loss, damage, injury, cost or expense, including legal and other professional fees and expenses (“Claims”) awarded against or incurred by Stout, Stout’s employees, any Stout client or other third party, to the extent such Claim is caused by, relates to, or results from: (a) defective workmanship, quality or materials; (b) an infringement or alleged infringement of any intellectual property rights; (c) any injury to persons, including death, or damage to tangible, personal or real property due to Supplier and/or Supplier Resources while at any Stout location; (d) breach of the obligation of confidentiality as specified in Section 6 herein; (e) negligent acts or omissions or willful misconduct of Supplier or Supplier Resources; or (f) any failure to perform or delay in performance by Supplier or Supplier Resources.

7.2 Except with respect to Claims for (a) bodily injury, including death, or damage to tangible, personal or real property; (b) intellectual property infringement; (c) gross negligence or willful misconduct; or (d) a breach of the confidentiality obligations specified in Section 6 herein, neither Party will be liable to the other Party for consequential, special or incidental damages related to the provision of Goods and/or Services under the Purchase Order.

8 Termination

8.1 Stout will have the right, at any time and for any reason, to terminate the Purchase Order in whole or in part with written notice to Supplier.  Stout will pay Supplier for Goods and/or Services supplied up to the date of termination, unless the termination is due to non-delivery or non-performance by the Supplier or Supplier Resources.

8.2 Either Party may terminate the Purchase Order with notice to the other Party if: (a) the other Party commits a material breach of the Purchase Order which is incapable of remedy, or (if such breach is capable of being remedied) fails to remedy such breach within ten (10) days of receipt of written notice from the Party not in default; (b) becomes the subject of a bankruptcy or reorganization proceeding and such proceeding, if involuntary, is not dismissed within sixty (60) days; (c) becomes insolvent; (d) ceases doing business as a going concern; or (e) assigns its rights and obligations without the other Party’s written consent.

8.3 Termination of the Purchase Order, however arising, will be without prejudice to the right and duties of the Parties prior to termination.  Obligations of a continuing nature will survive expiration or termination of the Purchase Order.

9 General

9.1 Notices.  All notice or other communications in connection with the Purchase Order will be sent to the Party’s address specified in the Purchase Order and will be deemed to be given on the day it is received if sent by email or hand delivered, in one (1) business day if sent by overnight delivery service, or within two (2) days if sent by regular mail.

9.2 Supplier Assignment/Subcontracting. Supplier will not assign or subcontract any of its obligations under the Purchase Order without Stout’s prior written consent.  No permitted subcontracting will relieve Supplier of Supplier’s obligations under the Purchase Order.  Supplier will be liable for the acts or omissions resulting from any permitted assignment or subcontracting, as if they were Supplier’s own acts or omissions.

9.3 Stout Assignment.  Stout may assign the Purchase Order to any entity controlling, controlled by or under common control with Stout.

9.4 Ownership:  Supplier will not acquire any proprietary rights or ownership in any materials provided by Stout for the provision of Goods and/or Services under the Purchase Order.  The intellectual property rights (including copyright) for deliverables provided to Stout under the Purchase Order are hereby assigned to Stout.  Supplier warrants that none of the deliverables in connection with the provision of Services will infringe on any patent, trade mark, copyright or other intellectual property right of any third party.  Supplier will indemnify Stout against all Claims which Stout may incur as a result of or in connection with any breach of this Section by Supplier or any Supplier Resources.

9.5 License:  Supplier hereby grants Stout a worldwide, perpetual, non-exclusive, royalty-free license to use any intellectual property rights embedded in any Supplier work product related to the deliverables, provided that such intellectual property rights are required for Supplier’s contractual use of the Goods and/or Services.

9.6 Use of Stout Intellectual Property:  Supplier will not use Stout’s name, logo, trademarks or other intellectual property in connection with any marketing, publicity, advertising or promotional materials or activities without the prior written consent of Stout.

9.7 Mitigation:  Supplier shall inform Stout immediately if there is a risk that Supplier cannot fulfill its obligations and shall take all reasonable actions to fulfill such obligations.

9.8 Severance and Waiver:  If any part of these terms and conditions are held to be unenforceable, the validity of the remaining terms and conditions will not be affected.  No delay or omission by either Party to exercise any rights or remedies under these terms and conditions will be deemed to be a waiver thereof.  Waiver of any right under these terms and conditions will not be deemed to be a waiver of any other rights contained in these terms and conditions.

9.9 Insurance:  At Supplier’s sole expense, Supplier shall maintain, throughout the term of the Purchase Order, Commercial General Liability insurance in an amount not less than $1,000,000 combined single limit per occurrence and in the aggregate for bodily injury and property damage.  Policy is to include Premises Operations, Products/Completed Operations, Contractual Liability and Broad Form Property Damage.  Stout shall be an Additional Insured under Supplier’s Commercial General Liability Insurance.  The insurance is to be placed with companies that are licensed to provide the applicable insurance and that have an A.M. Best’s rating of A-VII or better.  The insurance coverage and limits required under this Purchase Order shall be primary to any insurance coverage maintained by Stout.

9.10 Jurisdiction:  Any controversy or claim arising out of this Purchase Order shall be in accordance with New York law and shall be filed in the appropriate court in the State of New York.  Further, you agree that venue in this court is proper, convenient, and to submit to the in personam jurisdiction of this court.  The prevailing party shall be entitled to an award of reasonable attorney fees as well as costs and fees incurred.  Any party attempting to resolve the dispute outside of the prescribed methods outlined herein shall pay the opposing party’s attorney fees as well as related costs and fees incurred.

Version 1.0
Effective as of December 2022