Terms and Conditions:

1. DEFINITIONS:  The following terms shall have the meanings set forth below for all purposes related to the Agreement between Villavoand Vendor:

 “Agreement” means these Standard Terms and Conditions and Villavo’s Purchase Order to Vendor.  For greater clarity, any terms and conditions contained in any other Vendor proposals, offers, order confirmations, and/or other materials are expressly rejected and do not form part of this Agreement.

“Revised Purchase Order” shall have the meaning set forth in Section 22 herein.

“Confidential Information” means information relating to either party’s business which is not generally known to the public, including, without limitation, technical and business information relating to a party’s technology, product research and development, production, manufacturing and/or engineering processes, computer software, business plans, finances, customers and employees.

“Customer” refers to the person(s) or entity(ies) identified in Villavo’s Purchase Order to Vendor or otherwise in writing to Vendor that is the other contracting party.

“Customer Facilities” means the Customer location or locations, as specified by the Purchase Order or otherwise in writing to Vendor, where the Product will be installed and from which Customer operates its business.

“Final Acceptance” means the Customer’s and Villavo’s written concurrence that the Product has been successfully delivered and is accepted by Customer in accordance with the requirements of the Agreement.

“Villavo” or “Purchaser” refers to Villavo Group, LLC.

“Price” means the lump sum price for delivery of the Product set forth in Villavo’s Purchase Order to Vendor, which is inclusive of all taxes, duties, and/or fees applicable to the Agreement.

“Product(s)” means the goods, components, parts, materials, fabrication, manufacture, supervision, and other items to be delivered pursuant to the Purchase Order.

“Purchase Order” means a written order issued by Vilavo to Vendor for the purchase of Products, which are subject to these Standard Terms and Conditions.

“Vendor” means the other contracting party from which Villavo is procuring the Products that are subject to these Standard Terms and Conditions.

“Warranty” shall have the meaning set forth in Section 27 herein.

“Warranty Period” shall have the meaning set forth in Section 27 herein. 

2. PAYMENT TERMS: Villavo will pay Vendor for Products specified in a Purchase Order issued to Vendor in the amount and within times set forth in the Purchase Order subject to the requirements of these Standard Terms and Conditions.  Vendor is entitled to no other compensation or reimbursement for or in connection with the Products.  Except as expressly provided in this Agreement, Vendor shall bear the entire responsibility for all expenses incurred in connection with its performance under this Agreement.  Unless otherwise selected by Villavo in writing, the Price will be in United States currency.  Vendor will issue invoices for Products to Villavo only after Villavo has accepted such Products.  Unless otherwise agreed by Villavo, Villavo will remit all properly payable amounts on any invoice within thirty (30) following its receipt of such invoice or its acceptance of the corresponding Products, whichever is later.  Each invoice will be in form and content reasonably acceptable to Villavo and will contain reasonable detail describing the basis for the invoiced amounts, including a reference to the applicable Purchase Order, and a description of all Products delivered, any services performed, milestones met, agreed-upon reimbursable expenses, and the like.  Vendor will furnish such receipts, documents and other supporting materials as Villavo may reasonably request to verify the contents and accuracy of any invoice. Villavo is not required to pay invoices received more than 120 days after acceptance of the Products covered by the invoice.

3. SHIPMENT:   All articles requiring dock delivery shall be delivered per Incoterms 2010 DDP (duties paid), destination. Title to the goods or materials, as applicable, shall pass to Villavo after payment of the Price.  Risk of loss for the Products shall transfer upon Villavo acceptance of the Products.  For cross border sales of Products, Vendor will be the importer and exporter of record on all such transactions and will be directly responsible for ensuring that such cross-border sales comply with all export and import regulations (including export licensing, shippers’ export declaration, and export invoice(s)).  Vendor will be solely liable for and will defend, indemnify, and hold Villavo harmless against any liability or damages arising out of Vendor’s breach of this Section 3, including, without limitation, any taxes, duties, interest, and/or penalties that may be owed to authorities with jurisdiction.

4. DELAY:  At Villvo’s election, it may cancel any Purchase Order at no charge and without further liability as a result of any delay in delivery of the Products within the time required by the Purchase Order, subject to the other requirements of this Section 4.  In the event a delay is caused by an Event of Force Majeure, the parties’ obligations under this Agreement shall be suspended during the duration of the Event of Force Majeure. For purposes of this Agreement, an “Event of Force Majeure” means catastrophic storms or floods, lightning, tornadoes, hurricanes, earthquakes or other acts of God, wars, civil disturbances, terrorist attacks, insurrections, sabotage, epidemics, fires, and explosions.  

5. INVOICING:  All invoices shall be submitted electronically to the email address that sent the Purchase Order.  Each invoice shall indicate the complete Purchase Order number and will provide all information required by Section 2 of this Agreement.   

6. INTELLECTUAL PROPERTY: Except as expressly provided herein, each party retains all right, title and interest in and to its respective intellectual property rights associated with this Agreement. In accepting the Purchase Order, Vendor grants to Villavo a global, perpetual, assignable, royalty free license to use Vendor’s existing intellectual property rights associated with a Purchase Order. In the event that Villavo specially purchases IP Work Product from Vendor as part of a Purchase Order, then Vendor shall assign all rights, title and interest in such IP Work Product to Villavo.  For purposes of this Agreement, IP Work Product refers to Vendor’s drawings, concepts, data, designs, developments, documentation, improvements, know-how, techniques, software, which may be specially ordered by Villavo.  

7. TIME OF COMPLETION: It is understood between the parties that TIME IS OF THE ESSENCE for the performance of Villavo’s and Vendor’s obligations under this Agreement.

8. TERMINATION:   Villavo may terminate or modify any Purchase Order for any Product prior to shipment at no charge and without liability to Vendor.  Villavo may terminate or modify the Purchase Order for any Product after shipment and prior to acceptance of such Product at no charge and without liability, provided that Villavo will pay the shipping expenses for returning such Product to Vendor’s shipping location.  Villavo may cancel any or all Purchase Orders issued to Vendor immediately upon Vendor’s material breach of the terms of this Agreement by providing written notice to Vendor specifying the material breach in reasonable detail.

9. DISPUTE RESOLUTION: For any dispute, controversy or claim arising out of or in conjunction with the Agreement including any question regarding its existence, validity or termination (“Dispute”) which cannot be resolved by the parties during the normal course of business, the parties shall attempt in good faith to resolve the Dispute promptly and not later than fifteen (15) days by negotiation between executives or managers who have authority to settle the Dispute, and who are a higher level of management than those persons who have direct responsibility for the day to day performance of the Agreement.  Any Dispute not resolved by negotiation, shall be finally resolved by arbitration. Arbitration shall take place in Fulton County, Georgia and shall follow the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures in force at the date of the request for arbitration, (“AAA Rules”), which AAA Rules are deemed to be incorporated by reference into this Section. The party that shall resort to arbitration shall be required to notify the other party of its intent.  The parties acknowledge and agree that this agreement to arbitrate is made pursuant to 9 U.S.C.§ 1 et seq (the “Federal Arbitration Act”) and is subject to the substantive law of the state of Georgia.  The arbitration award will be binding upon the parties and not subject to appeal, and may be entered in any court having jurisdiction thereof.  Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement is intended to, nor shall it, prevent the parties from seeking injunctive relief at any time as may be available under law or in equity. The parties acknowledge that they have read and understand this clause and agree willingly to its terms.  If either party commences a proceeding to determine or enforce its rights hereunder, the prevailing party will be entitled to recover from the losing party all expenses reasonably incurred, including court costs, reasonable attorneys’ fees, expert witness fees, and costs of suit as determined by the arbitrator(s).  For purposes of this Section, the “prevailing party” shall be the party that was successful on the substantial issues of the dispute even if that party did not prevail on all issues.

10. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VILLAVO BE LIABLE TO VENDOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELAY, OPERATING COSTS, LOSS OF USE OR LOSS OF PROFITS OR INCOME, ARISING FROM OR RELATED TO THE AGREEMENT AND/OR ANY SERVICES PROVIDED HEREUNDER OR THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT.

11. CAP ON DAMAGES: Notwithstanding any other provision contained in this Agreement and to the fullest extent permitted by applicable law, Vendor agrees that Villavo’s liability for any cause whatsoever related to this Agreement and, regardless of the form of action, whether in contract or in tort, shall be limited to the Price for the Purchase Order associated with the alleged breach by Villavo.

12. MUTUAL WAIVER OF SUBROGATION RIGHTS:   Villavo and Vendor hereby waive all rights of subrogation against each other and any of their subcontractors, sub-subcontractors, agents, affiliates, and/or employees (as applicable) for damages that are covered by applicable insurance, except such rights as they may have to the proceeds of such insurance.

13. INDEMNITY: To the fullest extent permitted by applicable law, Vendor agrees that it shall defend, indemnify and hold Villavo harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including attorney’s fees, directly or indirectly resulting from any damage (including personal injury or death) arising from Vendor’s breach of this Agreement or caused by the negligence or alleged negligence of Vendor, its affiliates, agents, contractors, and/or sub-tier contractors and related to this Agreement; but only to the extent that such damage was not caused by Villavo

14. ASSIGNMENT: This Agreement shall not be assigned or delegated by Vendor and any such purported assignment shall be void at Villavo’s sole election.

15. PUBLICITY: Villavo shall have the right to include photographic or artistic representations of Vendor’s Products among Villavo’s promotional and professional materials. 

16. GOVERNING LAW: This Agreement is deemed to be made under and is to be governed by and construed according to the laws of the State of Georgia, without giving effect to its principles of conflicts of laws.

17. RELATIONSHIP OF THE PARTIES: Villavo and Vendor or independent contractors with respect to the performance of all obligations required by this Agreement.  Nothing contained herein is deemed to constitute the relationship of partners, joint venturers, or of principal and agent between Villavo and Vendor.  Neither party shall hold itself out to third persons as having the authority to act on behalf of, or as serving as the agent of the other party.  

18. NO THIRD PARTY BENEFICIARY: This Agreement shall not be construed to confer any rights on any third party.

19. WAIVER: The waiver of any breach or violation of any term or provision of this Agreement will not constitute a waiver of any other or subsequent breach or violation of this Agreement.

20. SEVERABILITY: If any provision of this Agreement is void or unenforceable, the remaining provisions of this Agreement will be binding upon the parties with the same effect as though the void or unenforceable part had been deleted.

21. ENTIRE AGREEMENT: This Agreement and the Purchase Order represents the entire agreement between the parties with respect to the Work required by the Agreement, and all prior agreements relating to the Products, written or oral, are superseded hereby.  This Agreement supersedes any previous terms and conditions contained in purchase orders, invoices or other documents issued by Villavo and/or Vendor.  The parties agree that this is a mutually negotiated agreement and the rule of construction that any ambiguities be construed against the drafting party will not apply.  This Agreement may not be changed or otherwise amended orally, but only by an agreement in writing signed by both parties hereto. Acceptance of this Purchase Order indicates the Vendor’s acceptance of Villavo’s Standard Terms and Conditions for Vendors. THE STANDARD TERMS AND CONDITIONS APPLY TO THE EXCLUSION OF ANY OTHER TERMS THAT THE VENDOR SEEKS TO IMPOSE OR INCORPORATE, WHICH ARE HEREBY REJECTED BY VILLAVO.  THIS PURCHASE ORDER MAY NOT BE MODIFIED EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THESE STANDARD TERMS AND CONDITIONS.

22. REVISED PURCHASE ORDERS: Villavo may modify an existing Purchase Order in accordance with the requirements of Section 8 of this Agreement by issuing a Revised Purchase Order to Vendor. The term “Revised Purchase Order” means a written instrument issued after the issuance of the Purchase Order to Vendor, which modifies the quantity, scope, delivery, or other requirements of an existing Purchase Order.

23. AUTHORITY TO CONTRACT: By issuing and accepting the Purchase Order that is part of this Agreement, each party warrants and represents to the other that it is legally free to enter into this Agreement, that its execution hereof has been duly authorized, and that full performance of this Agreement shall not conflict with or violate any terms or conditions of any other agreement by which it is bound.

24. CONFIDENTIAL INFORMATION: All Confidential Information will remain the sole property of the disclosing party and the receiving party will have no ownership or other rights in the disclosing party’s Confidential Information, except as otherwise provided in this Agreement.   Villavovand the Vendor each agree that it will not use any Confidential Information of the other except in accordance with the provisions of this Agreement, will not disclose, distribute, or transfer any Confidential Information of the other to any third party (except as provided below) without the prior written consent of the other party.  

26. SURVIVAL: The provisions of Sections 1, 6 through 13, 16, through 18, 20, 21, and 24 shall survive the termination, cancellation, or expiration of this Agreement or any Purchase Order issued pursuant to the terms of this Agreement.

27. WARRANTY: Vendor represents, warrants and covenants to Villavo the following:  (a) the Products will be free from errors and defects in design, materials and workmanship; (b) the Products will conform, beginning at the time of delivery and continuing for a period of two years following acceptance (“Warranty Period”), to the applicable performance capabilities and other descriptions and standards set forth in industry standards, as well as any specifications, documentation, or performance requirements associated with the Products; (c) the Products will be provided to Villavo free of any liens, pledges, claims, mortgages, encumbrances, and other rights and interests of any party; (d) any services will be performed in a timely, professional, and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services; (e) the Products (and Villavo’s exercise of its rights under this Agreement with respect to the Products) will not infringe upon, violate or misappropriate any trademarks, trade secrets, copyrights, patents and any other intellectual property or proprietary rights in any country of any third party; (f) all personnel of Vendor are authorized to lawfully perform any services pursuant to applicable immigration and work status laws; and (g) the Products and all components and parts thereof are new (not refurbished or reconditioned) and will conform with the requirements of Villavo’s contract with the Customer, as well as applicable laws and regulations.  Vendor shall also assign any manufacturers’ warranties that may be associated with the Products or components thereof to Villavo.  In the event that such manufacturers’ warranties provide for a warranty of greater duration than the time period specified in sub-section (b), then this greater period of time shall be applicable.

    A. Vendor further represents, warrants, and covenants to Villavo that Vendor has all rights necessary for (and is not subject to any restriction, penalty, agreement, commitment, or applicable laws that are violated by) its (i)  performance of its obligations under this Agreement, and (ii) granting to Villavo all rights, title, and interests granted under this Agreement, free and clear of any and all agreements, liens, pledges, claims, mortgages, encumbrances, and rights and other interests of any party.

    B. Vendor will promptly notify Villavo of any noncompliance with any of the representations, warranties, and covenants set forth in this Section 27.  Vendor, at Villavo’s written or electronic request, at no charge to Villavo and without limiting any other rights or remedies that may be available to Purchaser, will promptly repair and/or replace (at Villavo’s sole discretion) any Products that do not conform to any of the representations, warranties, and covenants set forth in this Agreement.