Terms and Conditions
Purchase Order Terms and Conditions
These Purchase Order Terms and Conditions (“PO Terms”) apply to each purchase order (“PO”) issued by Chirp Innovation, LLC, a Delaware limited liability company (“Chirp” or “Buyer”), to the supplier identified on the PO (“Supplier”), for the goods, components, materials, tooling and related services described on the PO (“Goods”). “Specifications” means the drawings, technical data packages, tech packs, bills of materials, tolerances, quality requirements, labeling, warnings and other requirements for the Goods that Chirp provides, specifies or approves in writing; “Golden Sample” means a pre-production sample Chirp has approved in writing as conforming to the Specifications.
1. Precedence; MSA controls. If a Master Supply and Services Agreement or other master supply, manufacturing or services agreement between Chirp and Supplier is in effect (the “MSA”), the MSA (including its Commercial Terms, exhibits and schedules) governs, and in the event of any conflict, inconsistency or ambiguity between the MSA and these PO Terms or any PO, the MSA controls. These PO Terms supplement and do not amend, limit or waive the MSA, and apply only to the extent not inconsistent with it. The Goods, quantity, unit price, delivery date, Delivery Point and shipping term stated on the face of the PO are the commercial terms the MSA contemplates for a PO and are given effect accordingly, and control over any inconsistent term of these PO Terms. If no MSA is in effect, these PO Terms together with the face of the PO are the entire agreement of the parties for the Goods ordered and supersede all prior and contemporaneous proposals and understandings.
2. Acceptance; no counter-terms. Supplier accepts the PO, as governed by the MSA and these PO Terms, by acknowledging it, by commencing performance, or by shipping any Goods, whichever occurs first. Acceptance is expressly limited to the terms of the PO, these PO Terms and the MSA. Chirp objects to and rejects any additional or different terms contained in any Supplier quotation, acknowledgment, invoice, packing document, click-through, portal or other form, and no such term becomes part of the agreement regardless of Chirp’s acceptance of or payment for the Goods.
3. Price; taxes and charges. Prices are firm, fixed and stated in U.S. Dollars, and no price increase or additional charge of any kind — including freight, fuel surcharge, packaging, boxing, drayage, storage, tooling, non-recurring engineering, expediting or minimum-order charge — is payable unless stated on the face of the PO or agreed in writing by Chirp in advance. Unless the PO states otherwise, the price includes all applicable taxes, duties and customs charges, which Supplier will itemize separately on the invoice where separately stated. Supplier warrants that the price does not exceed the price charged to any other customer purchasing substantially similar goods on substantially similar terms.
4. Invoicing and payment. Supplier will issue a separate invoice for each shipment after delivery, referencing the PO number and itemizing in English the items, quantities, unit and extended prices, and any applicable taxes and duties. Invoices must be submitted to the accounts-payable address Chirp designates; invoices not submitted as directed will not be processed, and Chirp bears no cost, interest or penalty for non-payment of an improperly submitted invoice. Undisputed invoices are payable Net 60 days (or the payment terms stated in the MSA Commercial Terms or on the face of the PO) running from the later of (a) Chirp’s receipt of a valid, conforming invoice and (b) delivery of the conforming Goods. Any cash or early-payment discount runs from the later of Chirp’s acceptance of the Goods and receipt of a conforming invoice. Chirp may withhold disputed amounts pending resolution and may set off any amount Supplier or its affiliates owe Chirp against any amount payable. Payment is not acceptance of Goods and does not waive any Chirp right or remedy.
5. Shipping instructions. Time is of the essence. Supplier will deliver the specified quantity to the delivery location stated on the PO (the “Delivery Point”) on the scheduled delivery date, and will ship, route, mark and pack the Goods in accordance with Chirp’s written routing and packaging instructions or, absent instructions, so as to ensure the Goods arrive on time and undamaged and to secure the lowest applicable transportation rate. No partial, early, over- or under-shipment is permitted without Chirp’s prior written consent; Chirp may reject, or accept and pro-rate the invoice for, any non-conforming quantity at Supplier’s risk and cost. The PO number must appear on all packages, packing lists, bills of lading, air and sea waybills, freight bills, commercial invoices and correspondence, and Supplier will prepare all documentation required for the shipment, including customs and country-of-origin documentation matching the PO. Supplier will notify Chirp in writing at least five business days before any anticipated delay and provide a written recovery plan; if Goods are late, Chirp may (i) accept them subject to an agreed discount, (ii) reject and return them at Supplier’s cost, (iii) cancel the PO in whole or in part, or (iv) direct expedited freight at Supplier’s cost, in each case in addition to Chirp’s other remedies.
6. FOB; title and risk of loss. Unless the face of the PO states otherwise, all shipments are FOB Destination (the Delivery Point named on the PO), freight prepaid and allowed, and title to and risk of loss or damage to the Goods pass to Chirp upon delivery and unloading of conforming Goods at the Delivery Point. As used in these PO Terms, “FOB” has the meaning given in Utah’s Uniform Commercial Code and is not an Incoterms rule. For international shipments, the Incoterms 2020 rule stated on the face of the PO applies to the allocation of transport, export, import, clearance and cost obligations and, if no rule is stated, DDP (Delivery Point) Incoterms 2020 applies; title and risk of loss nonetheless pass as stated in this Section. Supplier bears all costs of loss, damage or delay occurring before passage of risk, and will be the party of record for any freight claim arising before that time.
7. Quality; inspection; nonconforming goods. Goods must strictly conform to the Specifications, the approved Golden Sample and all quality requirements of the MSA, including the Chirp Supplier Quality Manual and the inspection, quality-control, quality-system, supplier-qualification, incoming-quality-control and Charge Tag provisions of the MSA, all of which are incorporated into each PO by reference and govern quality in the event of any question or conflict. If no MSA is in effect, Supplier will maintain a quality-management system meeting an industry-recognized standard for the Goods, will comply with the Chirp Supplier Quality Manual as though attached to the PO, and will manufacture, package, store and handle the Goods in accordance with current good manufacturing practices and all applicable regulatory requirements. Supplier will not change any Specification, manufacturing process, facility, material or sub-tier source without Chirp’s prior written approval. Chirp and its customers may inspect, test and audit the Goods and Supplier’s and its subcontractors’ facilities, processes and records at reasonable times; no inspection, test, approval, acceptance or payment relieves Supplier of responsibility for latent or patent defects or non-conformance. Chirp may reject any Goods that do not strictly conform, and Supplier will, at Chirp’s election and Supplier’s sole cost (including freight both ways and expedited freight), repair, rework, replace or refund the price of rejected Goods within fourteen days of notice. If Supplier fails to do so, Chirp may procure cover from a third party at Supplier’s cost and cancel the PO for cause.
8. Changes; cancellation. Chirp may, by written change order, suspend performance, change the Specifications, reschedule the time or place of delivery, or increase or decrease quantities, and Supplier will perform as changed; if a change increases or decreases Supplier’s cost or the time required, the parties will agree on an equitable adjustment. Chirp may cancel any PO in whole or in part at any time on written notice, and will reimburse Supplier’s actual, reasonable and unavoidable costs incurred through the cancellation date, not to exceed the price of the cancelled Goods. Chirp is not liable for anticipatory profit, unabsorbed overhead, or materials or components acquired without Chirp’s written materials authorization. Supplier will use best efforts to mitigate cancellation costs.
9. Warranties. Supplier warrants that the Goods are new, of the grade and quality specified, free from defects in design, materials and workmanship, strictly conforming to the Specifications and approved Golden Sample, adequately and safely packaged and labeled, of good and merchantable title free of liens and encumbrances, non-infringing of any third-party intellectual property right, and compliant with all applicable laws, including consumer-product-safety, labeling, country-of-origin, California Proposition 65, and anti-trafficking and forced-labor laws. These warranties run for the warranty period stated in the MSA or, if none, twelve months after Chirp’s acceptance, are in addition to all warranties implied by law, survive inspection, acceptance, payment and resale, and run to Chirp, its successors and its customers.
10. Indemnification; insurance. Supplier will defend, indemnify and hold harmless Chirp, its affiliates and their respective officers, directors, employees, agents, distributors and customers from and against all claims, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to Supplier’s breach, any defect in the Goods, any personal injury or property damage caused by the Goods, any actual or alleged infringement or misappropriation of third-party intellectual property rights, or Supplier’s violation of law, except to the extent caused solely by Chirp’s gross negligence or willful misconduct. Supplier will maintain the insurance required by the MSA or, if none is in effect, workers’ compensation at statutory limits, employer’s liability of at least $1,000,000, and commercial general liability (including products and completed operations and contractual liability) of at least $5,000,000 per occurrence and $25,000,000 aggregate, naming Chirp as an additional insured, with certificates furnished on request.
11. Chirp property; intellectual property; confidentiality. All Specifications, drawings, technical data, tooling, dies, fixtures, molds, consigned inventory and other property furnished by or paid for by Chirp remain Chirp’s exclusive property, will be clearly marked as such, held at Supplier’s risk, used only to perform Chirp POs, and returned on demand. Supplier will not use Chirp’s intellectual property or the Specifications to manufacture or supply goods substantially similar to the Goods for any other party. All inventions, designs, works of authorship and other results created in performance of a PO are the exclusive property of Chirp, and Supplier assigns them to Chirp and will execute documents reasonably requested to perfect and record that assignment. Supplier will hold all Chirp information in confidence in accordance with the MSA or any non-disclosure agreement between the parties and use it only to perform the PO.
12. Compliance with laws. Supplier will comply with all applicable federal, state, local and foreign laws in performing each PO, including consumer-product-safety, environmental, occupational health and safety, labor, employment, child-labor, anti-trafficking and forced-labor laws, the import and export laws of the origin and destination jurisdictions, C-TPAT, and anti-corruption laws including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and will promptly notify Chirp of any actual or threatened claim, recall, regulatory inquiry or enforcement action relating to the Goods.
13. General. Supplier is an independent contractor and not an agent, partner or employee of Chirp. Supplier may not assign a PO or any payment under it, or subcontract performance, without Chirp’s prior written consent, and any purported assignment in violation of this Section is void. Each PO and all matters arising out of or relating to it are governed by the laws of the State of Utah, without regard to conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods, and any suit, action or proceeding must be brought exclusively in the state or federal courts located in Salt Lake County, Utah, to whose jurisdiction the parties irrevocably submit. The prevailing party in any action to enforce or interpret a PO is entitled to recover its reasonable attorneys’ fees and costs. No waiver or modification is effective unless in writing and signed by an authorized Chirp representative. Chirp’s rights and remedies are cumulative and in addition to those available at law or in equity. If any provision is held unenforceable, the remaining provisions remain in full force. Provisions that by their nature should survive — including warranty, indemnification, insurance, intellectual property, confidentiality, compliance, governing law and forum — survive completion, cancellation or termination of a PO.
Rev. September 2026. Questions regarding these PO Terms should be directed to Chirp Innovation, LLC, Legal Department, 3900 N. Traverse Mountain Blvd, Lehi, Utah 84043 USA.
