Purchase Order Terms and Conditions

1. Acceptance of Purchase Order

By accepting or fulfilling this Purchase Order (“PO”), the Supplier agrees to be bound by these Terms and Conditions, which supersede any conflicting terms in Supplier quotations, invoices, or other documents. Supplier invoice terms do not apply. No modification shall be binding unless expressly agreed to in writing by the Buyer (including via a revised PO issued through Coupa).

Order of Precedence. In the event of conflict, the following order applies: (1) any master agreement signed by both parties (if applicable, only to the extent expressly referenced), (2) this PO (including any statement of work/attachments), (3) these Terms & Conditions, and (4) Supplier documents.

2. Price and Payment

The price set forth in the Purchase Order is firm and includes all applicable duties, shipping, handling, and other charges unless otherwise stated. Sales/use taxes will be paid only if required by law and separately stated on the invoice.

Payment shall be made according to the schedule or terms indicated in the Purchase Order, subject to the receipt of goods/services and a valid invoice. A “valid invoice” must include the PO number, invoice number/date, remit-to information matching Supplier’s record, and line-item detail that matches the PO. Buyer may reject noncompliant invoices; resubmission restarts the payment clock.

3. Delivery and Risk of Loss

Time is of the essence. Goods and/or services must be delivered by the date specified. The Supplier shall notify the Buyer promptly of any anticipated delay. Risk of loss and title pass to the Buyer only upon receipt and formal acceptance of goods or services at the delivery point specified in the PO. For services, acceptance may require Buyer approval of service entry, milestone sign-off, or other confirmation as specified in the PO.

4. Warranties

The Supplier warrants that all goods and services provided:
(a) Conform to the specifications, drawings, samples, or other descriptions provided,
(b) Are new, merchantable, of good material and workmanship,
(c) Are free from defects and fit for the intended purpose.
These warranties survive inspection, acceptance, and payment and are in addition to any other warranties provided by law. Supplier warrants it has full right and authority to provide the goods/services and that goods/services do not infringe any third-party intellectual property rights.

5. Inspection and Rejection

The Buyer reserves the right to inspect all goods and services and to reject any portion that is nonconforming. Rejected items may be returned at Supplier’s expense, and Buyer may request replacement, refund, or cancellation without liability. Payment does not constitute acceptance.

6. Changes and Cancellation

Buyer may modify the PO, in whole or in part, at any time prior to delivery, by providing written notice. If such change results in additional cost or delay, the Supplier must notify Buyer within five (5) business days for equitable adjustment. Buyer may cancel the order for cause without penalty if Supplier fails to deliver on time or meet quality standards.

Cancellation for Convenience. Buyer may cancel for convenience only to the extent stated on the PO or agreed in writing. In such event, Supplier will be entitled only to payment for conforming goods delivered and accepted and for services performed and accepted through the effective date of cancellation, plus any non-cancelable commitments expressly approved in writing by Buyer; Supplier will not be entitled to lost profits or consequential damages.

7. Compliance with Laws

Supplier shall comply with all applicable local, state, federal, and international laws, regulations, and standards in performance of this PO, including but not limited to labor, safety, environmental, and anti-corruption laws. Supplier represents that it will not offer or provide any improper payment or thing of value in connection with this PO.

8. Indemnification

Supplier shall indemnify, defend, and hold harmless Buyer from any claims, losses, damages, or expenses (including attorney’s fees) arising from Supplier’s breach of this PO, negligence, or failure to comply with applicable laws. This includes claims arising from bodily injury, property damage, and IP infringement.

9. Insurance

Supplier shall maintain commercially reasonable insurance coverage, including commercial general liability, workers' compensation as required by law, automobile liability (if applicable), and cyber liability insurance if Supplier accesses or processes Buyer data. Upon request, Supplier will provide certificates of insurance.

10. Limitation of Liability

Except for (i) confidentiality breaches, (ii) IP infringement, (iii) fraud, willful misconduct, or gross negligence, and (iv) bodily injury/property damage, neither party will be liable for incidental, special, punitive, or consequential damages. Supplier’s total liability will not be limited for items (i)-(iv). For all other claims, Supplier’s liability will not exceed the amount paid or payable under this PO.

11. Governing Law

This PO shall be governed by the laws of the State of Texas, without regard to conflict of law principles, and venue shall lie exclusively in Texas courts.

12. Confidentiality and Data Security

Supplier shall protect Buyer Confidential Information and comply with reasonable security measures. If Supplier processes Buyer personal data, Supplier will comply with applicable privacy laws and promptly notify Buyer of any suspected or actual security incident affecting such data.

13. Entire Agreement

These Terms and Conditions, together with the Purchase Order and any attachments or referenced documents, constitute the entire agreement between the parties and supersede all prior agreements or understandings. Invoices, acknowledgements, or Supplier online terms are expressly rejected.

Invoice Submission Policy:

- Submit Invoices via the Coupa Supplier Portal (“CSP”) to match the PO and applicable PO Lines. The CSP is a free portal available to Suppliers to quickly create and submit invoices to Excel Fitness. This will provide you with a centralized location for storing all Excel Fitness POs and Invoices with the ability to create reports and track invoice payments from Excel Fitness.

- If not utilizing the CSP, please submit all invoices to invoices@excelfit.coupahost.com

- If you need to contact our team directly, please email [insert Excel Fitness contact] at [insert Excel Fitness contact email address]