Purchase Order Terms and Conditions

1. Products and/or Services Provided:

1.1 Vendor will provide Products and/or Services in accordance with Terraboost (“TBM”) requirements and as detailed herein. Vendor represents that it is in the business of providing the Products and Services set forth. TBM requires Vendor to (i) conduct business with TBM in accordance with TBM’s established standards, routines and procedures, including, but not limited to, background checks where applicable, and (ii) refrain from requesting any impermissible favors, allowances, or accommodations from TBM or any of its directors, managers, officers, employees, or agents.

1.2 Vendor agrees to provide production and shipment of Products that meets, and perform Services in compliance with, the standards as detailed herein. Satisfactory production and delivery arrangements and Service performance will be measured by Vendor’s ability to satisfy mutually agreed upon shipping lead times and deliver conforming Products to specified TBM locations. Any additional freight due to failure to ship in accordance with TBM’s instructions is for the account of the Vendor and unless agreed to by TBM, TBM will not pay penalty freight charges on split shipments. Vendor expressly agrees and acknowledges it shall hold and safeguard all raw materials and other product inventory delivered by TBM. Such raw materials and other assets are of significant value to TBM and shall be safeguarded by Vendor using commercially reasonable best efforts, which shall not be less than general industry standards for safeguarding like assets. Such storage and safeguarding shall be at no charge to TBM. The raw materials and other product inventory of TBM are and shall remain the sole and exclusive property of TBM. In addition, any intellectual property which arises or is derived from such raw materials or products or otherwise from the performance of Vendor’s obligations hereunder shall vest in, and be the sole and exclusive property of, TBM, and, to the extent applicable or requested by TBM, Vendor shall, at all times, including following the expiration, termination or cancellation hereof, take all actions, including, without limitation, executing and delivering all assignments and other instruments, as TBM may require to evidence and effect such ownership by TBM or otherwise in connection therewith. TBM may, in its sole discretion (whether or not amounts are outstanding hereunder), arrange for its raw materials and other products to be picked up and returned to TBM upon at least five days’ advance notice to Vendor. Vendor shall provide access to TBM and its agents, contractors and other representatives as reasonably required in furtherance of the preceding sentence.

1.3 Vendor shall deliver the Products and supply the Services:

a) On the date(s) and time(s) specified;

b) To the TBM premises as detailed above or as instructed by TBM before delivery;

c) During TBM’s normal hours of business or as otherwise agreed in advance with TBM

1.4 Delivery of the Products shall be completed on the completion of unloading the Products at the TBM premises required pursuant to clause 1.3(b).

1.5 Title in the Products of Vendor shall pass to TBM on completion of delivery.

1.6 Risk in the Products of Vendor shall pass to TBM upon the later of completion of delivery or installation of the Products (to the extent that the Purchase Order requires Vendor to install the Products following delivery).

1.7 TBM will have no obligation to accept or pay for any Products or Services that, in TBM’s sole discretion, do not conform to the requirements set forth herein or other specifications detailed by TBM in writing. If TBM determines Products or Services do not conform to the requirements set forth herein or such specifications, TBM may reject any and all such non-conforming Products or Services. When any individual Product unit or lot of Products is rejected, TBM may return such units or lots to Vendor, at Vendor’s sole expense and risk of loss, for replacement by Vendor. When any Services are rejected as non-conforming, TBM shall be under no obligation to pay Vendor for those Services and may afford Vendor the opportunity, at no additional cost to TBM, to cure by providing conforming Services.

1.8 Inability of Vendor to provide Product and/or Services within the periods set forth herein or as otherwise required pursuant to clause 1.3, or receipt of non-conforming Product and/or Services may, in TBM’s sole discretion, be considered a breach of this Purchase Order on the part of Vendor by TBM and may result in TBM making arrangements to obtain Product and/or Services from third parties or termination of this Purchase Order as set forth more specifically in clause 4 below, in each case, without any liability to Vendor.


2. Financial Arrangements, Pricing & Billing Procedures:

Subject to the terms and conditions hereof, TBM agrees to pay Vendor at the prices set forth in the Purchase Order. Prices may only be increased upon at least 30 days’ advance written notice of such increase to TBM, and TBM shall have no obligation to pay such increased prices other than in respect of orders placed after the effective date of the price increase. To the extent Vendor, upon written consent of TBM, assists TBM with Product transportation or the procurement of supplies such as boxes and bags, TBM will, following receipt of documentation of such expenses reasonably satisfactory to TBM, pay or reimburse Vendor for the same at Vendor’s cost. Vendor will send invoices to TBM the day after all of the requested Product has been received properly or, if applicable, the date on which all of the requested Product has been installed properly or the day after the Services have been provided. Invoices will not be valid and will not be paid if not presented within ninety (90) days of Product receipt or installation, whichever the case may be, or Service performance, as applicable. TBM will pay Vendor all amounts due pursuant to Vendor’s invoices within forty five (45) days after the later of TBM’s receipt of the invoice and the date of one hundred percent (100%) completion of the later of Product receipt or installation (if installation is included) or Service performance, in each case, other than amounts disputed in good faith.

2.1 Vendor agrees that invoices shall not include any terms or conditions different from or in addition to the terms and conditions of this Purchase Order. Payment of invoices will not constitute acceptance of Product and/or Services and will in no way be considered a waiver of any right of TBM with respect to its remedies hereunder for non-conforming Product or Services or deliveries or other performance or nonperformance by Vendor of its obligations hereunder or for failure of Vendor to comply with the provisions of this Purchase Order. Notwithstanding anything in this Purchase Order to the contrary, TBM’s obligation to pay Vendor shall be conditioned on the prior receipt from Vendor of a complete and accurate Form W-9 or similar form that is satisfactory to TBM.

3. Taxes:

Vendor shall separately identify any Transaction Taxes on its invoices (written or electronic) to TBM. TBM agrees to pay any Transaction Taxes separately identified by Vendor on its invoices, unless TBM provides Vendor with a valid and applicable exemption, direct pay or resale certificate. Any failure by Vendor to charge Transaction Taxes on its invoices shall not result in a liability to TBM at a later date or otherwise with respect to such Transaction Taxes.

Each Vendor invoice shall provide sufficient detail, including without limitation, location of Product delivery or Service performance, to support Vendor’s tax treatment of any transaction reflected on an invoice. For purposes of this Section, “Transaction Taxes” mean any sales, use, transaction privilege or any other similar tax, fee or surcharge statutorily imposed by a taxing authority on the sale of Products and/or Services by Vendor to TBM pursuant to the terms of this Purchase Order.

Vendor shall timely file any applicable returns or filings, and shall timely remit all Transaction Taxes collected from TBM to the appropriate taxing authority as required by law. Vendor shall maintain its records, including without limitation, copies of invoices, related documentation and tax returns/filings for a period of not less than five

(5) years.

Upon written request by TBM, Vendor agrees to provide TBM a list of states, localities, municipalities or other taxing jurisdictions and corresponding registration numbers for each jurisdiction where Vendor is qualified and registered to do business and collect any Transaction Taxes. If Vendor does not respond in writing to TBM’s request within thirty (30) days, then TBM shall have the right, in its sole discretion, to remit the appropriate tax directly to the taxing jurisdiction or withhold payment until the time that such information is provided by Vendor.

TBM and Vendor agree to cooperate in the audit and minimization of Transaction Taxes in connection with this Purchase Order. Vendor shall make available to TBM on a timely basis all information, records, invoices, returns and/or other documentation related to the collection or payment of any Transaction Taxes in connection with this Purchase Order.

Vendor agrees that any overpayment of Transaction Taxes by TBM shall be promptly detailed to TBM in writing and, at TBM’s option, be promptly credited or refunded to TBM.

Vendor shall assume any and all liability for its noncompliance with the terms of this clause 3, including any interest and penalty assessments to the extent caused by Vendor’s actions, errors, omissions or inactions.

Notwithstanding any provision herein to the contrary, each party shall be responsible for any income, gross receipts, franchise, corporate excise, payroll, payroll withholding, unemployment or similar types of taxes based on its own income, its own business and for its own employees. The provisions of this Section shall survive expiration, termination or cancellation of this Purchase Order.

4. Term and Termination:

If either Party materially breaches a provision of this Purchase Order, the non-breaching Party may give the other Party written notice of such breach. If the breach is not remedied within fifteen (15) days thereafter, the Party giving notice shall have the right to terminate this Purchase Order immediately. Such written notice shall be provided in accordance with clause 6 below. In addition to the foregoing, TBM reserves the right to cancel the Purchase Order without penalty by notice to Vendor on or before any cancellation date set forth in the Purchase Order, or at any time after Vendor has failed to meet any completion date or delivery date set forth in the Purchase Order. In the event of termination or cancellation, Vendor shall provide all work order, invoice, and Vendor contact data to TBM within thirty (30) days after the notice of termination or cancellation, in both electronic and hard copy formats. The rights of termination and cancellation referred to in this clause are not intended to be exclusive and are in addition to any other rights and remedies available to either party at law or in equity.

5. Survival:

Clauses: 1.2 (other than the first three sentences), 1.9, 2, 3, 7, 9 – 13 and 17 shall survive the expiration, termination or cancellation of this Purchase Order in accordance with their respective terms.

6. Notices:

Any notice by either party to the other shall be made by registered or certified mail or by overnight courier service, provided that a receipt is required, and mailed to the addresses set out at the start of this Purchase Order, or as otherwise notified by one party to the other in writing.

7. Confidentiality of Data Provided / Non-Publicity /Non-Competition:

Vendor agrees that it shall not, and its directors, managers, officers, employees, agents, subcontractors, representatives and affiliates (collectively, “Vendor Representatives”) shall not, duplicate, distribute or otherwise disseminate or make available this Purchase Order or the information contained in it, TBM’s ordering information or other confidential, proprietary or non-public information of TBM, or reveal the nature of or any details concerning the Products and/or Services provided pursuant hereto to any third party for any purpose without the duly authorized, express written consent of TBM, which may be withheld for any reason, within TBM’s sole discretion. Notwithstanding the foregoing, Vendor may make this Purchase Order available to those Vendor Representatives who have a need to know its content in order to participate in production or delivery of the Products and/or Services provided (it being understood that such Vendor Representatives shall be informed by Vendor of Vendor’s obligations under this Section 7 and shall be required by Vendor to comply with all such obligations). Vendor agrees to be responsible for any breach of this Purchase Order by any Vendor Representative and, at Vendor’s sole expense, to take all commercially reasonable measures to restrain the Vendor Representatives from breaching this Purchase Order. Vendor shall not include or reference this Purchase Order in any publicity without prior written consent from TBM which may be withheld for any reason, within TBM’s sole discretion and which, if granted, shall be provided only by an authorized TBM designee. Vendor acknowledges that money damages would be inadequate to remedy any breach of this Section 7 and, accordingly, TBM shall be entitled to injunctive relief, in addition to other remedies available to it hereunder, at law or in equity, to prevent any breach or threatened breach hereof, in each case, without any requirement of the posting of any bond or indemnity. During the term hereof and for a period of two (2) years following the expiration, termination or cancellation hereof, Vendor shall not directly or indirectly (whether alone or together with others) compete against TBM in the business of manufacturing, distributing, marketing and selling of hand sanitizing products or dispensers or the sale or placement of advertising thereon. Vendor will not circumvent, or attempt to circumvent, the provisions hereof.

8. Independent Contractor:

Vendor shall provide all Products and Services hereunder as an independent contractor and not as any agent or employee of TBM. Vendor shall make no representations that it has the authority, and Vendor does not have the authority, to bind TBM to any obligation.

9. Warranty:

Vendor represents and warrants to TBM that:

a) the Products and/or Services conform in every material respect to applicable specifications, instructions, drawings, data, samples and descriptions;

b) the Products and/or Services do not infringe any patent, trademark, copyright, trade secret or other intellectual property right of any third party;

c) Vendor is the lawful owner of the Products, has the right to sell same and convey good and merchantable title, and the Products will be conveyed free of any and all claims, liens or security interests;

d) the Products, including without limitation all aspects of the manufacture, sale and delivery of the Products, comply with all applicable laws and regulations; and

e) all Services shall be performed in a workmanlike manner in accordance with applicable law, industry standards and best practices and in accordance with the TBM requirements therefor.

10. Indemnification by Vendor:

a) Vendor agrees to indemnify and hold harmless TBM and its directors, managers, officers, employees, agents, representatives and affiliates (collectively with TBM, “TBM Indemnified Persons”) from and against any and all claims, liabilities, costs, expenses and damages (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Liabilities”) incurred by any TBM Indemnified Person due to Vendor’s negligence, willful misconduct, or breach of this Purchase Order (including, without limitation, any failure to deliver Products or perform Services in accordance with all required specifications or otherwise in compliance herewith) or Vendor’s failure to comply with or abide by any applicable law, rule or regulation (other than to the extent caused by TBM’s negligence or willful misconduct, or act or omission in violation hereof). Without limiting the generality of the foregoing, Vendor shall indemnify and hold harmless the TBM Indemnified Persons for all Liabilities, including,, without limitation, those relating to raw materials or other assets of TBM (including the cost and transportation thereof), in the event of a failure by Vendor to perform the Services in accordance with the terms hereof, properly hold and safeguard TBM assets as required hereby, or otherwise perform, as required hereunder. Vendor’s obligations under this Section shall apply to any complaint or claim that makes allegations that, if proved, place the alleged breach of duty, whether in tort or contract, potentially within the purviews of the duties, responsibilities and obligations undertaken by Vendor pursuant to this Purchase Order.

b) Vendor agrees to indemnify and defend each TBM Indemnified Person against any and all Liability to third parties (other than to the extent caused by TBM’s negligence or willful misconduct, or act or omission in violation hereof) arising from the violation or alleged violation of any third party’s trade secrets, proprietary information, trademark, copyright, or patent rights in connection with the Products and/or Services provided hereunder, regardless of whether TBM provided the specifications for the Products and/or Services or contributed to the design of the Products and/or Services in any capacity.

c) Vendor agrees to develop and implement, within a framework consistent with the United States Customs Trade Partnership Against Terrorism (C-TPAT) recommendations/guidelines, a verifiable, documented program to enhance security procedures throughout its supply chain process. Where Vendor does not exercise control of a production facility, transportation or distribution entity, or process in the supply chain, Vendor agrees to communicate the C-TPAT recommendations/guidelines to its suppliers and transportation/distribution service providers and, where practical, condition its relationships to those entities on the acceptance and implementation of the C-TPAT recommendations/guidelines. More information regarding TBM and its C-TPAT requirements can be found at www.TBMsuppliers.com. This Purchase Order, and its language in part, is derived directly from publications and materials listed at www.cbp.gov.

d) Vendor agrees to participate in TBM’s Factory Audit Program. If a Vendor factory does not demonstrate satisfactory conditions, then the factory will be required to submit a Corrective Action Plan and will be re- audited by TBM or a third-party auditing firm, as determined by TBM in its sole discretion, at Vendor's sole expense. Purchase Order payment will be put on hold until the factory is in compliance with TBM’s standards.

11. Assignment:

Vendor shall not assign, subcontract, or otherwise transfer its rights or obligations under this Purchase Order except with the prior written consent of TBM. Any attempted assignment not assented to in the manner as prescribed herein shall be void.

12. Severability:

If any provision of this Purchase Order or the application thereof to any persons or circumstances shall to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Purchase Order or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Purchase Order shall be valid and enforceable to the fullest extent permitted by law.

13. Governing Law:

This Purchase Order, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the state of Florida, without regard to the conflict of laws principles thereof. The parties agree that the sole and exclusive jurisdiction for any dispute arising with respect to these terms and conditions or the enforcement hereof shall be the federal or state courts located in Miami-Dade County, Florida, and the parties hereby consent to the jurisdiction of such courts and waive any claim that any action brought in any such court was brought in an improper venue or inconvenient forum. THE PARTIES KNOWINGLY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY.

14. Other Agreements:

In the event Vendor has a fully executed formal agreement with TBM relating to the subject matter hereof (a "Signed TBM Contract"), the terms of such Signed TBM Contract shall control and govern the rights and obligations of the parties with respect to the provision of any Products and/or Services to the extent they are in addition to, or conflict with, the terms and conditions hereof.

Terraboost Media is a Purpose-Driven company, having donated more than $5 million in disinfecting + wellness products to reputable organizations on a mission to eradicate hunger.
terraboost restore
Terraboost will plant 1 tree per month on behalf of each participating retail location which will offset the enviromental impact on keeping employees + customers safe via cleaning, sanitizing, and disinfecting wipes.
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