Skip to Content

Terms of Purchase

Revision date: November 10, 2024

All transactions by and between Brightside Supply, LLC, or any of its affiliates, subsidiaries, successors, or assigns (collectively, "Brightside"), on the one hand, and its vendors, on the other hand, are governed by these Terms and Conditions of Purchase (the "Terms of Purchase"). In the event that there is an executed agreement between the parties governing the goods, services, or products contemplated by the order governed by these Terms of Purchase, then the executed agreement shall govern. Any proposal or document from a vendor that includes competing terms of purchase are objected to and shall be of no force or effect.

  1. Defined Terms. (a) “Goods” shall mean all tangible or intangible goods, products, programs, systems, technology infrastructure (including computers and computer programs, software, hardware, databases, electronic systems (including database management systems), and network designs), internet and cloud-based services, plans, proposals, drawings, fabrications, and any other goods described in an Order. (b) “Services” means any services described in an Order. (c) An “Order” shall mean a purchase order or other authorized ordering document from Brightside requesting Goods or Services from Vendor. (d) “Vendor” is the entity providing the Goods and/or Services to Brightside.
  2. Acceptance. Vendor may provide Goods and/or Services to Brightside only in accordance with a written Order received by Vendor from Brightside. No contract exists until an Order is issued, and issuance of an Order constitutes Brightside’s acceptance of Vendor’s offer to sell and creates a binding contract. Any Goods and/or Services provided to Brightside by Vendor without a valid Order may, in Brightside’s sole discretion, be rejected without any further liability or costs to Brightside. All Orders shall be subject to, and conditioned upon, Vendor’s assent to these Terms of Purchase. Any terms or conditions or .html links on any quote, order form, or other documents provided by Vendor that conflict with these Terms of Purchase shall be null and void.
  3. Prices. All prices are firm for the term of an Order, and no additional charges will be allowed unless specifically provided for on the face thereof. Any shipping, freight, storage, or transportation costs must be consistent with freight terms specified on the Order. No extra charges of any kind, including charges for boxing, packing, storage, or cartage, will be allowed unless specifically agreed to in writing by Brightside. If Vendor sells those Goods and/or Services ordered by Brightside in like quantities (in the case of Goods) or substantially similar form, function, and/or scope (in the case of Services) to any third parties at a price less than that offered to Brightside, Vendor shall make the same price available to Brightside.
  4. Taxes. Vendor’s prices shall be exclusive of any sales or use taxes. Such taxes, if applicable, shall be added separately in Vendor’s invoice, and Brightside shall remit such taxes to Vendor in accordance with the terms of Vendor’s invoice. Vendor is responsible for properly remitting the taxes to the applicable taxing authority. Vendor will not invoice or attempt to collect from Brightside any taxes with respect to which Brightside has provided Vendor with (a) a valid resale or exemption certificate, (b) evidence of direct payment to the taxing authority, or (c) other evidence that such taxes do not apply.
  5. Invoices; Payment. A separate invoice shall be rendered for each shipment of Goods made or delivery of Services on any Order. Vendor shall not deliver invoices directly to any employee of Brightside; all invoices shall be mailed to Brightside at the originating location. Unless otherwise specified in another written agreement signed by the parties, Brightside will pay proper invoices for Goods shipped or provided and/or Services delivered to Brightside or its designee within sixty (60) days of receipt of a valid and approved invoice. Brightside may withhold payment until Goods and/or Services have been accepted or until the parties can agree on any disputed amounts in an invoice.
  6. Delivery; Anticipation. Time is of the essence for each Order. Vendor shall deliver Goods and Services within the time, in the quantities and manner, and at the prices specified in the Order or in any document attached thereto or referenced therein, in accordance with Brightside’s specifications. If Vendor fails to comply with such requirements, Brightside may, in addition to any other rights or remedies, cancel an Order and be relieved of all liability for any undelivered portion and for any non-confirming Goods and/or Services. Delivery of Goods shall be Free on Board (F.O.B.) Destination at the address specified on the Order.
  7. Inspection and Rejection. Goods and Services delivered by Vendor are subject to inspection, test, and acceptance by Brightside and the ultimate purchaser. Brightside shall have a reasonable number of days from the date of delivery to inspect the Goods and/or functionality of Services and notify Vendor of any non-conformity, defect, and/or failure to meet specifications. Brightside reserves the right to reject any Goods and Services, even after delivery and inspection, which do not fulfill the specifications of an Order.
  8. Warranties. Vendor represents and warrants that all Goods and Services provided or delivered to Brightside, including without limitation, Goods and Services furnished as replacement or corrective Goods and Services, will be: (a) new (unless otherwise agreed in writing by Brightside), (b) free from defects in design, materials, and workmanship, (c) merchantable as defined in Section 2-314 of the Uniform Commercial Code, and fit for the intended use, (d) in full and strict compliance with Brightside’s specifications, and (e) in compliance with all applicable codes, regulations, and standards. These warranties shall run to Brightside, its successors, assigns, employees, customers, and users of the Goods.
  9. Indemnification. Vendor shall protect, defend, indemnify, and hold harmless Brightside, its officers, directors, employees, and agents, and their respective successors and assigns (each, an “Indemnified Party”) from and against any and all suits, claims, actions, debts, damages, costs, charges, and expenses, including all court costs and reasonable attorneys’ fees, arising from or in connection with Vendor’s performance, failure to perform, or breach of these Terms of Purchase.
  10. Insurance. Vendor shall maintain at its own expense at all times, with a reputable and financially responsible carrier, all necessary insurance coverage, including Worker’s Compensation, Employer’s Liability Insurance, and liability insurance, to adequately cover its obligations under these Terms of Purchase.
  11. Cancellation. Brightside reserves the right to cancel an Order in whole or in part at any time, in which case Brightside’s sole liability shall be for the payment for Goods and Services accepted or for a reasonable payment for Goods in the process of manufacture prior to cancellation.
  12. Proprietary and Confidential Information. All information obtained by, communicated to, or provided to Vendor from Brightside in connection with an Order or the Goods or Services shall be treated as confidential information and used by Vendor only to the extent necessary for performance of an Order. Vendor shall not use any confidential or proprietary information for any purpose other than the fulfillment of its obligations under an Order.
  13. Modification; Waiver. Each Order is intended as a complete and exclusive statement of its terms. No alteration or modification of the provisions thereof shall be binding unless in writing and signed by an authorized representative of Brightside. No waiver of any performance required shall be deemed a waiver of future compliance with the terms thereof.
  14. Force Majeure. If the manufacture, transfer, receipt, or use by either party of any materials covered hereby is prevented, restricted, or interfered with by reason of any event beyond the reasonable control of the party so affected, such party, upon prompt notice to the other party, shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction, or interference.
  15. Governing Law. These Terms of Purchase shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law. Vendor consents to the jurisdiction of the state and federal courts of Delaware and waives any defenses based upon venue, inconvenience, or lack of personal jurisdiction in any action pertaining to an Order.
  16. General. Any supplement, modification, amendment, or waiver of the terms of an Order must be in writing and signed by an authorized representative of both Brightside and Vendor. If any provision of these Terms of Purchase is found to be illegal or unenforceable, such finding will not affect the validity of the remaining provisions.