Gimlet Labs, Inc. — Standard Terms and Conditions of Purchase Order
Applies to every Purchase Order (“PO”) Gimlet Labs, Inc. (“Buyer”) issues to any Supplier, current or future, until superseded by an executed Master Supply Agreement with that Supplier.
1. Pricing
Pricing stated on each PO is firm and may not be increased by Supplier for any reason without Gimlet Labs, Inc.’s prior written consent; any change requires a signed change order specific to that PO. Supplier bears the risk of price fluctuations between PO issuance and shipment unless otherwise agreed in writing.
2. Delivery; Lead Time
Delivery dates and lead times stated on a PO are material terms, not estimates. Supplier will notify Gimlet Labs, Inc. promptly in writing of any anticipated delay and the reason. If delivery slips more than fourteen (14) days past the confirmed date without Gimlet Labs, Inc.’s written consent, Gimlet Labs, Inc. may cancel the affected line items without penalty and procure replacement goods, with Supplier liable for reasonable cover costs in excess of the PO price.
3. Shipping, Title, and Risk of Loss
Unless a PO states otherwise, delivery terms are FOB Destination — title and risk of loss transfer to Gimlet Labs, Inc. only upon delivery to and acceptance at the designated ship-to address. Supplier is responsible for proper packaging and for filing any freight damage claims with the carrier.
4. Inspection and Right of Rejection
Gimlet Labs, Inc. has thirty (30) days from delivery to reject goods that are damaged, defective, or nonconforming, regardless of any shorter claims window Supplier may specify. Rejected goods are returned at Supplier’s expense; Supplier will promptly repair, replace, or refund at Gimlet Labs, Inc.’s election. Payment does not constitute acceptance or a waiver of these rights.
5. Warranty
Supplier represents that all goods delivered are new (unless the PO states otherwise), free of defects in material and workmanship, free of any lien or encumbrance, and conforming to the applicable specifications. Supplier will pass through and assign to Gimlet Labs, Inc. all manufacturer warranties; such pass-through does not limit Supplier’s own obligations under this Section.
6. Cancellation and Changes
Gimlet Labs, Inc. may cancel or reschedule any PO, in whole or in part, on written notice and without charge, for (a) goods not yet shipped where Supplier has not incurred non-cancellable costs specifically disclosed to Gimlet Labs, Inc. in writing at time of order, or (b) any delay covered by Section 2. Non-cancellable/non-returnable treatment applies only to line items Supplier has disclosed and Gimlet Labs, Inc. has acknowledged in writing as such.
7. Payment Terms
Payment terms are Net 45, or as specified on the PO, running from the later of Gimlet Labs, Inc.’s acceptance of conforming goods or receipt of a correct invoice referencing the applicable PO number, pricing, and quantities. Gimlet Labs, Inc. may withhold payment on discrepant invoices pending correction, without penalty or finance charges.
8. Compliance with Laws; Export Control
Supplier will comply with all applicable laws in connection with any PO, including anti-corruption laws (e.g., the FCPA), export control and sanctions laws, and labor laws. Supplier will notify Gimlet Labs, Inc. in writing before delivering any goods or technology subject to export restrictions.
9. Confidentiality
Each party will protect the other’s confidential information disclosed in connection with a PO in accordance with any separate non-disclosure agreement between the parties, and will use it solely to perform the applicable PO.
10. Indemnification
Supplier will defend, indemnify, and hold harmless Gimlet Labs, Inc. from third-party claims arising out of (a) actual or alleged infringement of intellectual property rights by the goods, or (b) death, bodily injury, or property damage caused by Supplier’s goods or negligence, except to the extent caused by Gimlet Labs, Inc.’s own negligence.
11. Intellectual Property
Each party retains ownership of its pre-existing background IP. If Supplier incorporates its background IP into goods delivered under a PO, Supplier grants Gimlet Labs, Inc. a non-exclusive, royalty-free license to use that IP as embodied in the delivered goods. Any deliverable a PO identifies as work product developed specifically for Gimlet Labs, Inc. is a work made for hire and, to the extent it is not, is hereby assigned to Gimlet Labs, Inc.
12. Limitation of Liability
Neither party will be liable for indirect, incidental, or consequential damages, except that this limitation does not apply to (a) indemnification obligations, (b) breach of confidentiality, (c) infringement of intellectual property, or (d) a party’s gross negligence or willful misconduct.
13. Insurance
Supplier will maintain industry-standard commercial general liability, automobile liability, and workers’ compensation insurance appropriate to the goods supplied, and will provide a certificate of insurance upon Gimlet Labs, Inc.’s request.
14. Force Majeure
Neither party is liable for delay or failure to perform due to causes beyond its reasonable control. The affected party must promptly notify the other and use reasonable efforts to mitigate. If such an event prevents Supplier’s performance on a PO for more than thirty (30) days, Gimlet Labs, Inc. may cancel that PO without penalty.
15. Assignment
Neither party may assign any PO or its rights or obligations under these PO Terms without the other party’s prior written consent, except that Gimlet Labs, Inc. may assign to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all assets.
16. Order of Precedence
These PO Terms govern every PO Gimlet Labs, Inc. issues and control over any conflicting terms proposed by Supplier, including on quotes, acknowledgments, invoices, or Supplier’s website. Supplier’s acceptance of a PO by shipment, invoicing, written acknowledgment, or commencement of performance constitutes acceptance of these PO Terms and rejection of any conflicting Supplier terms. These PO Terms are superseded, for POs issued after its effective date, by an executed Master Supply Agreement between the parties.
17. Governing Law
Every PO and these PO Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.
18. Survival
Sections 5 (Warranty), 9 (Confidentiality), 10 (Indemnification), 11 (Intellectual Property), 12 (Limitation of Liability), and 17 (Governing Law) survive expiration, cancellation, or termination of any PO.