terms and conditions

  1. Applicability: These Purchase Order Terms and Conditions apply if neither Bold Approved LLC (“Bold”) nor any of its Affiliates have entered into a master or other service agreement with Client or one of its Affiliates that would, by its terms, govern a purchase or transaction (“Master Agreement”). In the event a Master Agreement is in place between Client and Bold that would apply to a purchase or transaction, then the Master Agreement will govern for the portions to which it applies. These PO Terms and Conditions will apply to address any items not covered in a Master Agreement, but in the event of a conflict between these PO Terms and Conditions and a Master Agreement that applies to a purchase or transaction, the Master Agreement will govern.

     

  2. Definitions: “Goods” means the items and other products supplied under a Purchase Order. “Project” refers to all Goods and Services to be provided. “Client” is the entity listed as the purchaser in a Purchase Order or the one requesting Goods or Services from Bold. “Services” are the services to be provided by Bold under a Purchase Order or other request for services, such as a Statement of Work. “Statement of Work” is the document detailing the scope, objective, and timeline of a Project. “PO Terms and Conditions” refers to all of the Sections of this document. “Bold Policies” include Bold’s Safety Policies, Bold’s Code of Business Conduct and Ethics, Bold Code of Standards and Responsibilities, and any other policies communicated in writing. “Affiliates” are any entities that control, are controlled by, or are under common control with a particular person.

     

  3. Acceptance: Client will be deemed to have accepted these PO Terms and Conditions upon the earliest of: (a) Bold’s shipping the Goods to Client or invoicing the Client for such Goods, (b) Bold starting performance of the Services or invoicing the Client for such Services, (c) Bold’s acceptance of a Purchase Order or Statement of Work from the Client by other commercially acceptable means, or (d) Client’s acceptance of a bid or quote from Bold for Goods or Services.

     

  4. Price and Payment Terms: The price in a Purchase Order or Statement of Work is for the items listed in the Purchase Order or Statement of Work, and Bold is not obligated to provide other items not listed. Client is responsible for all taxes, shipping, packaging, insurance, handling, permits, approvals, licenses, or other charges that are not specifically listed as requested to be provided by Bold. If there are price reductions that Bold is able to obtain with any Goods, Bold may pass such benefit to Client before delivery. If a Purchase Order or Statement of Work sets forth a discount, then discounts start when a shipment is received or the invoice is received, whichever is later. If, for any reason Client and Bold do not discuss or agree on a set price, then you agree that the default rate for Bold’s work is two hundred fifty dollars per hour for Services Client requests plus 110% of the cost at which Bold obtains any Goods and which no separate price or fee is agreed to between the parties.

     

    Bold may invoice Client separately for each shipment of Goods, or according to any agreed schedule (monthly, quarterly, etc.), and at each milestone payment that may be agreed upon between the parties. If no schedule is agreed to between the parties, then Bold may invoice and require progress payments or invoice at the completion of Services. Bold’s invoice may reference the relevant Purchase Order or Statement of Work and amounts due.


    Payment is due within 30 days after Client’s receipt of an invoice provided according to these terms. All late payments accrue interest at the rate of eighteen percent per annum unless applicable law limits the default rate in a commercial setting to less than this rate. If the interest rate is so limited, then the applicable interest rate hereunder shall be the maximum rate set by applicable law. All payments should be made payable as specified on the invoice. Client agrees that there are no rights of offset for amounts owing to Bold.

     

  5. Taxes: Each party is responsible for their own taxes and fees related to a Purchase Order or Statement of Work. Bold may charge and Client will pay any applicable sales, use, VAT, GST, or similar taxes. Such taxes, if owing, will be stated separately on an invoice, and are in addition to the price for any Goods or Services. If Bold is required to charge sales tax and Client provides an exemption certificate, Bold will not charge such taxes as may be allowed by law. Bold agrees to provide any necessary forms or documents for tax reporting and compliance by Client.

     

  6. Performance; Transfer of Title: Bold will strive to follow a schedule set forth in the Purchase Order or as agreed in writing, but no completion date is guaranteed unless specifically set forth in writing as a guaranteed completion date. Bold will attempt to follow any delivery directions for Goods, and will schedule such deliveries to the specified address by the delivery date and not before the “Delivery No Earlier Than” date. However, Bold cannot fully control the party shipping the Goods, and therefore does not guarantee a specific delivery date and Client agrees that Client is not relying on Bold for a specific delivery date. Bold will inform Client of any known delays or issues affecting the scheduled delivery date. Title to any property held by Bold transfers from Bold to Client upon shipment. For property transferred from Client to Bold, title passes upon delivery to Bold. Upon request, Bold will deliver all work products, data, reports, and other materials to Client that are associated with Bold’s Services.

     

  7. BoldIO: Bold maintains a software portal where Bold may elect to place reports and information related to Client’s Services. Bold is not obligated to provide Client with access to such portal if not listed in a Purchase Order or Statement of Work, but Bold may elect to do so. Bold retains the right to terminate Client access at any time to the portal (upon notice to the Client), and so Client agrees to download and maintain copies of all information in the portal that Client desires to have or maintain. Client agrees that Bold is not obligated to always provide access to the portal or to retain any of Client’s documents or information.

     

  8. Limitations on Goods and Services: Bold’s Services are limited to the items requested by a Client and to the location specified in a Purchase Order or Statement of Work. Inspection Services are limited to items visible to Bold, to areas that the Client gives Bold access, and to pallet racking issues. Bold does not test the integrity of systems and cannot guarantee that pallet racking or other items do not contain issues that are not included in Bold’s report. Lighting and warehouse conditions may impact the efficacy of an inspection. Bold also does not verify that load weights on racking meet required specifications. Client retains the responsibility to inspect racking on an ongoing basis as damage can occur at any time, and Client acknowledges that the storage of hazardous substances or other toxic items or chemicals can also degrade the integrity of systems in ways not visible to Bold. For any engineering Services, such Services are provided through third-party engineering firms and the Client agrees to look solely to such engineers and release and hold Bold harmless from any claims related to defective design or engineering. For repairs, replacements, or installation, Bold assists in coordinating such Services, but those are provided by third parties and Client agrees to look solely to such third parties and release and hold Bold harmless from any claims related to negligence, defective work, or non-conforming work. Bold is also not obligated to remedy issues identified in a report to the Client, and Client retains the full responsibility to remedy all issues that may exist in Client’s location.

     

  9. Cancellation and Modifications: In the event Client cancels a Purchase Order or Statement of Work prior to the conclusion of the Services or delivery of the Goods requested by Client, Client agrees that the agreed upon fee has been fully earned and is not refundable. If Client cancels a Purchase Order or Statement of Work that included travel as a line item prior to Bold booking travel for such Purchase Order or Statement of Work, then Client may receive a 25% refund of the applicable agreed upon fee. Client acknowledges that by signing this Agreement, Bold will undertake work and efforts in Client’s behalf, including the scheduling of the Services which will preclude it from scheduling other services during such time.

     

  10. Rejection and Other Remedies: All Goods and Services are subject to inspection and approval by Client. If the Goods or Services do not meet the Purchase Order requirements, Client may request that the Goods or Services are brought into conformity with the requirements, so long as such request is made within fifteen days of Bold’s completion of the Services or delivery of the Goods. Bold’s liability for Goods or Services is limited to the lesser of the amount set forth in the “Limitation of Liability” section.

     

  11. Limitation of Liability: CLIENT AGREES THAT BOLD’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES, UNDER ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE, EQUITABLE, LEGAL, COMMON LAW, CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE, AND INCLUDING ATTORNEY’S FEES AND COSTS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, IS LIMITED TO THE AMOUNT OF THE INITIAL SERVICE FEE ACTUALLY RECEIVED BY BOLD FOR THE SPECIFIC, SCHEDULED SERVICE INSTANCE UNDER WHICH THE LIABILITY AROSE OR THREE THOUSAND DOLLARS, WHICHEVER IS LESS. IN NO EVENT WILL BOLD BE LIABLE FOR ANY SPECIAL, INDICENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, AND HOWEVER CAUSED, INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING UNDER THIS AGREEMENT. CLIENT AGREES TO LOOK SOLELY TO CONTRACTUAL REMEDIES FOR ANY ISSUES, CLAIMS, OR MATTERS THAT ARISE RELATED IN ANY WAY TO THESE PO TERMS AND CONDITIONS OR THE PROVISION OF THE SERVICES. CLIENT FURTHER AGREES TO LOOK SOLELY TO BOLD AND NOT TO ANY OF ITS EMPLOYEES, AGENTS, OR CONTRACTORS IN THE EVENT OF ANY CLAIMS OR ISSUES, HOWEVER ARISING, RELATED TO THE SERVICES OR TO THIS AGREEMENT.

     

  12. Confidential Information; Publicity: Bold and Client will respect any confidential information of the other and will keep such information confidential and free from any non-required disclosure. Client grants Bold the right to list Client as a client of Bold and to share stories and information about employees of Client who consent to such disclosure. Bold highlights those who are “Bold”, and will do so if Client has such employees and the employees consent to being highlighted in Bold’s efforts. Client may publicly disclose that it works with Bold, but Client will not claim or suggest that it is “Bold Approved” unless Bold has formally granted that designation to Client.

     

  13. Work Product and Ownership of IP: Any work product created by Bold specifically for a Purchase Order, including concepts, designs, and technology, is jointly owned by Bold and Client. Bold will help secure Client’s rights and provide any necessary documents for Client to use any work product that is part of the Purchase Order. If the Services provided by Bold include use of any of Bold’s proprietary information or Services, such as its BoldIO portal, then Client will only acquire the standard license rights for such information, and such rights may be terminated at the conclusion of Services or as a result of non-payment from Client.

     

  14. Representation and Warranties: Bold guarantees that the Project will not infringe on any third-party rights. Goods will match the provided specifications and samples. Services will be performed professionally and comply with all laws and regulations. Bold and its personnel will have all necessary licenses and permits and will follow all policies. If the Project includes software, it will not contain harmful code or mechanisms that interfere with Client’s use, but Bold does not warrant or guarantee that the software will be available at all times.

     

  15. Insurance: Client agrees to have any insurance in place that Client feels is necessary and proper for Client’s operations. Client is not relying on Bold for any specific insurance levels. Bold may carry and maintain insurance that is of customary types and limits for its operations.

    Bold will provide proof of insurance upon request. Client is not responsible for insuring any equipment Bold brings to Client’s premises that are the property of Bold.

     

  16. Bold Code of Conduct: Bold and Client agree to follow Bold’s Code of Conduct posted at www.boldapproved.com.

     

  17. Failure to Comply: Bold can terminate or suspend the Project, Purchase Order, or Statement of Work if Client does not comply with these terms and conditions or if Client requests that Bold undertake any efforts that violate any applicable laws or ethical code of Bold.

     

  18. Personnel and Subcontractors: Bold controls its Personnel and is responsible for their salaries, taxes, and any misconduct. Bold’s Personnel cannot participate in Client’s employee benefits. Client is responsible for its Personnel and their salaries, taxes, and any misconduct.

     

  19. Applicable Law: Client has requested services from a company located in Utah, and many of the support work for the Services will be provided in Utah. Accordingly, these PO Terms and Conditions will be governed by and construed in accordance with the laws of the State of Utah, without respect to its choice of law provisions. The parties agree to first submit any disputes hereunder to mediation, with each party to bear their own costs of mediation. Any action brought that relates in any way to these PO Terms and Conditions or the Goods or Services shall be brought in a state or federal court in Salt Lake County in the State of Utah. The Parties hereby expressly consent to the personal jurisdiction of the state and federal courts of Salt Lake County, Utah, and waive any objection the parties may now or hereafter have to the laying of venue of any such action brought in such courts arising from or related to these PO Terms and Conditions. To the extent permitted by law, all proceedings will be conducted in the English language. Notices to Bold should be sent to 1415 Pass Canyon Road, Erda, UT 84074. In case of necessity of an action at law or equity to remedy any breach of a party, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorney’s fees and court costs necessitated by the action to enforce or defend these PO Terms and Conditions or a party’s actions hereunder. If a party has offered the other party a payment of its maximum liability under these PO Terms and Conditions or under a Master Agreement, and the other party continues litigation against the offering party, then the other party agrees to pay the reasonable attorney’s fees and court costs of the offering party that are incurred after the settlement offer of the maximum liability of the party.

     

  20. Indemnification: Client agrees to indemnify and hold Bold Approved, LLC harmless from any claims, damages, or expenses arising from Client’s breach of these terms and conditions or any negligence or misconduct.

     

  21. Termination: Bold Approved, LLC reserves the right to terminate a purchase order at any time for convenience or for cause. In the event of termination for cause, Client will be liable for any additional costs incurred by Bold.

     

  22. Force Majeure: If Bold is unable to perform any of the terms or covenants of these PO Terms and Conditions, a Purchase Order, o a Statement of Work by reason of damage or delay resulting from acts of God, acts of the public enemy, insurrections, riots, labor disputes, boycotts, labor and material shortages, fires, explosions, floods, breakdowns of or damage to plants, equipment, or facilities, interruptions to transportation, embargoes, acts of military authorities, quarantines, public health restrictions, travel restrictions, or any other condition beyond its control which prevents the performance of Bold’s obligations hereunder (“External Conditions”), then Bold shall be excused from performance of its obligations hereunder during the period of such prevention, and the time for performance of such obligations shall be extended for a period equal to the period or periods of prevention. In the event the External Conditions materially affect the profitability of Bold, Bold may elect to close due to an External Condition with there being no further liability under any existing agreement with the Client as a result of it electing to close due to an External Condition.

     

  23. Successors. The provisions of these PO Terms and Conditions shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, beneficiaries, executors and administrators of the parties hereto.