1.1 “Confidential Information” shall mean all information or material of a Party, whether revealed orally, visually, or in tangible or electronic form, that is competitively sensitive material not generally known to the public that relates to the business of COMPANY.
1.2 “Purchase Order” shall mean the form on which Company purchases Services. Purchase Orders shall be solely issued by an authorized representative of Company.
2.1 Except where condition 8 applies, these terms and conditions apply to every order placed by MAVERICK GAMING LLC (“COMPANY”) with any individual, firm, organization, or company (“VENDOR”). Any terms and conditions contained within or attached to any document of any kind which are inconsistent with the terms and conditions outlined in this document, or which attempt to add to or modify these terms and conditions in any way shall not be deemed acceptable or legally binding unless expressly and clearly accepted by COMPANY in writing.
2.2 Should the VENDOR be unable to supply such written agreement; the VENDOR agrees to waive or withdraw the supplemental or modifying terms and conditions and contract exclusively on the basis of these terms and conditions. Acceptance of goods and/or services by COMPANY shall not constitute or be deemed to constitute acceptance of VENDOR-supplied or otherwise non-standard terms and conditions by COMPANY.
2.3 All parties affirm that the contract shall commence, and the VENDOR will be bound contractually to fulfill the obligations outlined within these terms and conditions upon the acceptance of a purchase order (“the contract”) by the Vendor.
3. Purchase Order
3.1 Warranties: The VENDOR agrees to ensure the goods and/or services provided shall: (a) correspond with the quantity, type, sort, quality and description defined in the purchase order; (b) meet performance standards, benchmarks, and delivery schedule specified on the purchase order or as specified to the VENDOR by COMPANY; (c) be of satisfactory quality and fit for any purpose specified by the VENDOR or specified to the VENDOR by COMPANY; (d) where applicable, be free from defects in design, materials and workmanship and remain so for a period of 12 (twelve) months from the delivery date; (e) comply with all applicable statutory, legal, and regulatory requirements relevant to the manufacturing, production, labelling, packaging, storage, handling, and delivery of the specified goods.
Should the goods and/or services provided fail to comply with the COMPANY purchase order and/or submitted instructions, COMPANY may, at its option, either return the goods to the VENDOR at the VENDOR’s own expense and risk of loss; reject the goods and/or services at the seller’s risk; require the VENDOR to replace the goods or re-perform the services; accept in whole or part such goods and/or services supplied by the VENDOR without prejudice to or limitation of any rights held by COMPANY to claim damages or other compensation for loss, damage, or material failure suffered as a result of the VENDOR’s failure to comply with these terms and conditions.
3.2 In the event the seller fails to deliver the goods, or perform the services, specified by the date specified in the purchase order, COMPANY may, at its option, terminate the contract without notice.
4. Pricing, Payments, and Offset
4.1 Prices paid for goods and/or services shall be the prices established in the purchase order, including, but not limited to, packaging costs, insurance fees, and shipment of goods (and/or provision of services). No extra charges, if any, will be incurred unless agreed upon in writing by COMPANY.
4.2 With regard to goods, the VENDOR agrees to invoice COMPANY upon delivery or at any time after delivery of the goods. Regarding services, the VENDOR agrees to invoice COMPANY in full, or as specified in the purchase order. Invoices must contain the purchase order number and include complete supporting information required by COMPANY in order to be considered valid. Invoices must be submitted for payment no later than 90 days after the date of delivery/service completion. Invoices received after 90 days will be rejected and will not be considered valid. Established payment terms begin on the date the invoice is submitted through the Coupa Supplier portal (providing that the invoice is submitted within 90 days of delivery/service completion).
4.3 COMPANY will pay all invoiced amounts to the bank account specified in writing by the VENDOR within 60 days of receiving goods or service and a valid and correct invoice or within the payment terms specified on the face of the purchase order.
4.4 COMPANY may, without limiting its other rights or remedies, offset any amount owed to it by the VENDOR against any amount owed by COMPANY to the VENDOR.
4.5 eProcurement System.
Vendor shall submit to Company correct, itemized invoices of all charges for the Services (“Invoices”). Vendor shall establish an electronic Vendor account through such third party internet-based platform as Company may require from time to time, through which Vendor will submit invoices to, and receive purchase orders from, Company (the “eProcurement System”). If Company has established an eProcurement System applicable to this Agreement, Company will not pay any Invoice unless Vendor has submitted such Invoice through the eProcurement System. Vendor agrees to reference the Company Purchase Order number or Contract number on all invoices, packing slips, boxes, containers, etc. if such PO # or Contract # has been provided to Vendor. Vendor further agrees that failure to include this information may result in significant delays in payment. Vendor agrees to deliver goods to the indicated location on the Purchase Order, or without a Purchase Order reference, all goods will be delivered to an authorized Company receiving dock. Vendor further agrees that failure to make deliveries to the designated location may result in significant delays in payment. The Company’s current eProcurement platform is Coupa. Invoices must be submitted through the Coupa Supplier Portal.
5. Insurance and Indemnity
The VENDOR agrees to hold harmless and indemnify COMPANY in full against all costs, expenses, damages and losses (incurred directly or indirectly). This includes any interest, fines, legal and other professional fees, and expenses awarded against, incurred by, or paid by COMPANY arising from contract performance or any breach of these terms and conditions by the VENDOR, as well as any term or obligation implied by law or any statutory provision that may be in force from time to time. The VENDOR agrees to maintain at all times all required insurance coverage and provide written evidence of such coverage to COMPANY upon request.
6. Contract Confidentiality
The VENDOR agrees to treat all confidential information belonging to COMPANY as confidential subject matter and protect it accordingly. The VENDOR agrees not to disclose any such information without the prior written consent of COMPANY.
7. Contract Termination
In addition to clause 3.2 and 8.1, if at any time after the contract commences the VENDOR: a) Commits a material or persistent breach of contract and (provided said breach may be remedied) fails to make good faith remedy of said breach within 7 (seven) days after receiving notice of the breach; b) Commits a material breach which cannot be rectified; COMPANY may opt to terminate the contract with immediate effect. In addition, Company may terminate this agreement for any reason, without penalty and no further obligations, by providing Vendor sixty (60) days written notice.
8.1 Force majeure: Neither party shall be liable to the other due to any delay or failure to perform its obligations under the Contract if and to the extent that such delay or failure is caused by circumstances beyond the reasonable control of that party which, by their nature, could not have been foreseen by such a party or was unavoidable if foreseeable. Should such circumstances prevent the VENDOR from supplying the specified goods and/or services for more than 4 (four) weeks, COMPANY may, without limiting its other rights or remedies, may provide written notice to the VENDOR to terminate this contract with immediate effect.
8.2 Assignment and subcontracting: The VENDOR agrees not to assign, transfer, subcontract or deal in any other manner with all or any of its rights and obligations under the contract without prior written consent from COMPANY.
8.3 Notices: Any communication required to be given under or in connection with this contract shall be in writing and delivered to the other party via prepaid, first-class mail.
8.4 Waiver: No delay, neglect, or forbearance on the part of either party in enforcing against the other party any of the terms or conditions specified by the contract will be, or deemed to be, a waiver or prejudice in any way against any right of that party under this contract.
8.5 No partnership: No partnership of any kind between any parties is intended by, or constituted through, this agreement.
8.6 Contracts: Persons not a party to this agreement shall have no rights under or in connection with it.
8.7 Variation: Any variation, including any additional terms and conditions, to the contract will only be binding and enforceable when agreed to in writing and signed by COMPANY.
8.8 Severance: Should any provision of this contract, in whole or in part, be held to any extent to be unlawful or unenforceable under any enactment or rule of law, the remaining provisions shall stand in full force and effect.
8.9 Statutory Requirements: The Supplier shall comply with all statutes, orders, regulations or bylaws related to the execution and fulfillment of this contract, and agrees to indemnify COMPANY against all losses, claims or liabilities, expenses, proceedings or otherwise resulting from the VENDOR’s noncompliance with the same.
8.10 Governing Laws and Venue: This Agreement shall be governed by, construed in and enforced exclusively in accordance with the laws of the State of Nevada without regard to its conflict of law provisions. Except for claims for which subject matter jurisdiction resides solely in United States District Court (in which event, all said disputes shall be resolved solely and exclusively in the United States Court for the District of Nevada), the Eighth District Judicial Court of the State of Nevada shall have sole and exclusive subject matter jurisdiction over any action brought to interpret, judge, decide, rule upon and enforce in any manner provided by Nevada law any of the terms, covenants, conditions, representations or warranties contained herein, and both parties expressly consents to personal jurisdiction in Nevada for the purpose of resolving any dispute related to the making or interpretation of this Agreement.
9. Terms and Conditions
These terms and conditions will apply unless COMPANY specifies different terms and conditions in its tender or quotation documentation, or via other contracts entered into by the parties. Should COMPANY specify such changes and apply different terms and conditions in writing, those terms and conditions will override the purchase order terms and conditions and will apply instead of these.