Vendor Purcahse Order Terms

Last Revised: March 31, 2025

QUADBRIDGEINC. (“QUADBRIDGE”) PURCHASE ORDER TERMS AND CONDITIONS

1. ENTIRE AGREEMENT. These terms and conditions, and any exhibits or other documents attached or incorporated by reference (collectively the “Purchase Order” or “PO”) shall govern the rights, remedies and obligations of the entity listed on the PO (“Vendor”) and Quadbridge as to the Goods and Services specified herein, and shall be binding upon the parties, their respective successors and assigns.“Goods” means the materials, equipment, hardware, goods and any other obligations to be provided by Vendor hereunder in respect of the foregoing. “Services” shall include software, software as a services or other cloud computing offerings and/or any services and support, (and all applicable documentation). These terms and conditions do not apply to, and have no effect on any license agreement for Services which may exist between the Vendor and the Client. Any additional or different terms or conditions contained in any other documents are considered material alterations to this PO, expressly rejected and will not be binding upon Quadbridge. However, if a master agreement exists between Vendor and Quadbridge, the terms of the master agreement will prevail over any inconsistent terms of this PO. Vendor’s electronic acceptance or acknowledgement of this PO, or commencement of performance constitutes Vendor’s acceptance of these terms and conditions.
2. SCOPE. Vendor grants Quadbridge non-exclusive and royalty-free right to market, promote, resell, and distribute the Vendor’s Goods and Services purchased under this PO to Quadbridge customers and end-users (“Client(s)”). Quadbridge resells licenses or subscriptions to Vendor’s Services and does not itself take license to any such Services. Vendor and its licensors own and retain all title and intellectual property rights to all software and Services. Clients’ use of any Services is governed by Vendor's End User License Agreement, End User Terms or Authorized Use Policy (or other licensing or use documentation) (“EULA”) prevailing at the time of the sale. Quadbridge passes through to its Clients all warranties and representations made by Vendor. Vendor agrees that all its warranties are for the benefit of the Client (or Quadbridge as the Client’s agent).Quadbridge is not subject to any EULA terms and shall not enforce such terms on Vendor’s behalf.
3. DELIVERY. Time is of the essence in Vendor’s performance of its obligations under the PO. Vendor will immediately notify Quadbridge if Vendor’s performance under the PO is delayed or is likely to be delayed. Vendor is responsible for all shipping and delivery charges including, without limitation, customs, duties, costs, taxes and insurance, unless otherwise expressly indicated at the time of sale. Vendor is responsible for packaging or providing access to the EULA with all Services. Vendor will include with each delivery of Goods a packing list identifying the PO number, the part number for each of the Goods (if applicable), a description and the quantity of each of the Goods, and the date of shipment. Title and risk of loss for tangible Goods shall pass to Quadbridge (or where applicable to Quadbridge’s Client) upon delivery to Quadbridge or for drop shipments, to Quadbridge’s Client’s point of delivery. Quadbridge reserves the right to refuse any Goods and to cancel all or any part of a PO for Goods not conforming to the PO. Acceptance of any part of the PO shall not bind Quadbridge to accept future shipments of non-conforming Goods, nor deprive it of the right to return non-conforming Goods already accepted. Goods, if rejected, may be returned to Vendor at Vendor's expense for transportation both ways, and no replacement or substitution shall be made unless so authorized by Quadbridge. Vendor shall not automatically renew any licenses and/or maintenance support subscriptions Services. Vendor shall give Quadbridge ninety (90) days' prior written notice to any renewal date.
4. PO Acceptance - This PO shall be deemed unconditionally accepted by the Vendor when (1) Quadbridge receives Vendor's signed acknowledgment or (2) The Vendor ships any Goods or furnishes any Services (or delivers any deliverable arising therefrom). Vendor acknowledges that acceptance of this PO indicates acceptance of all terms and conditions herein, and renders any terms and conditions provided by Vendor to Quadbridge any time, whether prior to or after acceptance of, this PO, null and void. If Vendor objects to any of the terms and conditions hereof, it shall notify Quadbridge promptly in writing, but not later than one business day after issuance of the PO.
5. PRICE AND PAYMENT. Quadbridge will not be responsible for payment of any invoices for which Quadbridge has not placed a PO, including, but not limited to, renewal of maintenance support or related services charges. Pricing for Goods and Services is exclusive of state, provincial and local use, sales and property taxes. As between Quadbridge and Vendor, Quadbridge is responsible for all taxes incurred as a result of the purchase of Goods and Services from Vendor. Vendor will break-out from the price all such taxes and other charges in its invoices. Vendor will invoice Quadbridge on the date of shipment. Each invoice must include the PO number. All payments will be in Canadian Dollars, unless otherwise indicated on the PO. Payment is deemed to be made on the date of Quadbridge’s transmittal. The invoice shall be paid ("paid" being defined as "issuance of payment from Quadbridge’s Accounts Payable Department") in accordance with the payment terms on the face of the PO, or, if not so specified, net 60 days after receipt of a valid invoice. Unless otherwise specified on the PO, payments will be made by check sent by mail to the address specified in the invoice, or by electronic funds transferred to the account specified by Vendor, at Quadbridge's option. Over shipment or advance shipments without Quadbridge's authorization may be returned at Vendor's expense. Services shall be invoiced after acceptance or (if no acceptance procedure applies) monthly in arrears in respect of Services provided in that month.
6. RETURNS. Quadbridge may return to Vendor for full credit (including all freight charges) any Goods found to be defective or returned by a Client pursuant to a Vendor warranty. Vendor will issue a Return Material Authorization (“RMA”) to Quadbridge within 5 business days of Vendor’s receipt of notice of such rejection. Vendor will bear all return shipping charges, including insurance charges, that Quadbridge incurs as a result of such returns.
7. CONFIDENTIALITY. Vendor agrees to maintain in confidence and safeguard the terms and conditions of this PO, and certain information which Quadbridge considers proprietary and/or confidential, including but not limited to: trade secrets, know-how, techniques, business plans/opportunities, personal data, Client data, financial information, products, services, methods or procedures, customer lists, equipment or systems, and other confidential information (“Confidential Information”), in whatever form, furnished by Quadbridge orally or in writing. Vendor will use Confidential Information only for the purpose of conducting business in the manner contemplated by this PO. Confidential Information does not include information that: (i) is or becomes generally known or in the public domain, through no fault of Vendor; (ii) was lawfully in Vendor’s possession without restriction as to use or disclosure before its receipt from Quadbridge; (iii) is received by Vendor from a third party without a duty of confidentiality; (iv) was independently developed/learned by Vendor; (v) is required to be disclosed under operation of law; or (vi) is disclosed with the prior written consent of Quadbridge.
8. REPRESENTATIONS AND WARRANTIES. Each party warrants and represents that: (i) it has the full power to enter into the PO and to perform its obligations under the PO; and (ii) it will comply with all applicable local and national laws and regulations pertaining to its performance of its obligations under this PO. Additionally, Vendor represents and warrants that: (a) it owns the property rights to the Goods and Services or otherwise has sufficient rights in the Services to grant to Quadbridge and its Clients the rights to use the Services; (b) unless expressly identified and authorized by Quadbridge at the time of sale, the Goods are new; (c) the Goods and Services, and use of the Goods and Services, do not and will not infringe upon any third party’s intellectual property rights; (d) Vendor’s Goods and Services conform in all material respects to the all applicable documentation, including any EULA, warranty and/or services agreement memorializing the specifications, requirements and descriptions; (e) Services provided under the PO will be provided in a professional and workmanlike manner, with all reasonable skill, care and diligence consistent with best practices in the market in which Vendor conducts its business, and in accordance with any applicable written specifications or descriptions;
9.  INDEMNIFICATION. Vendor shall indemnify and defend Quadbridge and its Clients from and against all claims, liabilities, losses, damages and expenses resulting from (1) a breach of any of the foregoing warranties or any other breach by Vendor of the provisions of this PO, (2) personal injuries (including death), (3)infringement of any patent, trademark or other proprietary right by the Goods or Services, or (4) property damage or loss, caused or contributed to by Vendor or its subcontractors in connection with the furnishing of the Goods or Services. Vendor's indemnity, however, shall not apply to any liability determined by a court of competent jurisdiction to be based upon Quadbridge's sole negligence. Vendor hereby waives any defense it might otherwise have under applicable Worker's Compensation laws.
10. LIABILITY. IN NO EVENT WILL QUADBRIDGE BE LIABLE TO VENDOR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PO, WHETHER OR NOT QUADBRIDGE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
    
    QUADBRIDGE WILL NOT BE LIABLE TO VENDOR FOR ANY AMOUNTS IN EXCESS OF THE AMOUNT PAID TO VENDOR BY QUADBRIDGE UNDER THIS PO. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
11. TERMINATION. Unless otherwise agreed in writing, Quadbridge may, without any penalty, charge or liability, cancel this PO or any part hereof at any time prior to shipment of the products to be cancelled by serving upon Vendor a written notice. Quadbridge may, in addition to any other available right or remedy, cancel this PO or any part hereof at any time without any penalty, charge or liability if any of the following events occur: (a) Vendor fails to make delivery in accordance with the schedule specified herein, (b) in the event of any proceeding by or against Vendor in bankruptcy or insolvency or for appointment of a receiver or trustee or an assignment for the benefit of creditors or (c) Vendor otherwise fails to comply with any material provision of this PO and such failure is not remedied within ten calendar days after Quadbridge's notice thereof to Vendor.
12. GOVERNING LAW. This PO will be construed in accordance with, and all disputes will be governed by, the laws of the Province of Ontario and the Federal laws of Canada applicable therein without regard to its conflict of laws rules. The parties irrevocably consent to the personal jurisdiction of the courts in Toronto, Ontario, Canada and irrevocably waive any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum.
13. GENERAL. Vendor may not assign any of its rights or delegate any of its obligations under the PO without Quadbridge’s prior written consent, which Quadbridge will not unreasonably withhold. Quadbridge may, at its option, void any attempted assignment or delegation undertaken without Quadbridge's prior written consent. Any notice to be given under the PO will be in writing and addressed to the party at the address stated in the front of the PO. Notices must be in writing and will be effective (i) upon delivery when personally delivered; (ii) upon receipt if sent by an overnight service with tracking capabilities; (iii) at such time as the party which sent the notice receives confirmation of receipt by the applicable method of transmittal when sent by fax or electronic mail; or (iv) within five days of deposit in the mail if sent by certified or registered mail. If any part of this PO is for any reason found to be invalid, illegal or unenforceable, all other parts will still remain in effect. Failure of either party to enforce rights under this PO is not a waiver of such rights and will not operate or be construed to waive any other provision of the PO. Any obligations or duties which, by their nature, extend beyond the expiration or termination of the PO shall survive the expiration or termination of the PO.
14. INDEPENDENT CONTRACTOR. In providing the Goods and Services, Vendor shall operate as and have the status of an independent contractor and shall not act as or be an agent or employee of Quadbridge. As an independent contractor, Vendor shall determine the means and methods for satisfactorily providing the Goods and Services, and shall have full responsibility for complying with the PO.
15. EXPORT. Vendor shall comply with all applicable laws and regulations regarding export-controlled items, including the requirement for contractors to register with the Department of State in accordance with theITAR. Vendor shall provide, with the Goods, the export classification control number (ECCN) for the hardware, software or technology that will be provided under the PO. Vendor shall also notify Quadbridge, prior to sale, if any Goods are controlled as a defense article under the International Traffic in Arms Regulations (ITAR) or any other country's laws or regulations. Vendor shall indemnify and save harmless Quadbridge and Client against any and all damages, liabilities, penalties, fines, costs, and expenses, including attorney fees arising out of claims, suit, allegations or charges of Vendor's failure to comply with the provisions of this Section. Any failure by Vendor to complywith the requirements of this paragraph shall be a material breach of the PO. The substance of this paragraph shall be incorporated into any subcontract entered into by the Vendor for the provision of any part of the Goods under the PO.
16. MATERIAL SAFETY DATA SHEETS AND LABELS. If required by law an appropriate material safety data sheet ("MSDS") and labelling will precede or accompany each shipment of Vendor. Further, Vendor shall send to Quadbridge updated MSDS's and labelling as required by law.
17. SURVIVAL OF OBLIGATIONS. Any obligations and duties which by their nature extend beyond the expiration or termination of this PO shall survive the expiration or termination of this PO.

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