Vendor Terms & Conditions

Published: October 16, 2023

81Eighty Promotions, L.P. or Blue Star Graphics and Design L.P., as listed on the purchase order (collectively, “Customer”) and the entity listed on the purchase order (“Vendor”) hereby acknowledge and agree that the purchase order (“Purchase Order”) is governed by these terms and conditions (“Terms”) and are incorporated herein. By accepting the Purchase Order, Vendor agrees that: (a) it has read, understands, and agrees to be bound by these Terms and the terms of the Purchase Order and (b) any products or services identified in the Purchase Order (“Product”) performed by Vendor are subject to these Terms. Vendor and Customer may be referred to herein as the “Parties.” These Terms, together with the Purchase Order (collectively, the “Agreement“), contain the entire agreement between the Parties related to the subject matter herein and supersedes all other agreements, if any express or implied, whether written or oral.

1. TERM. These Terms are effective as of the date set forth in the Purchase Order and shall continue in full force and effect so long as there is a valid Purchase Order in place between Vendor and Customer. The Parties acknowledge and agree that these Terms may be modified by Customer from time to time by posting amended or restated Terms on our website (jonesentities.net) and that such amended or restated terms shall take effect on the date specified therein. The posting of amended or restated Terms on the Vendor Website shall constitute written notice to Vendor of the amended or restated Terms and such Terms shall be deemed effective on the date such amended or restated Terms are posted and shall govern any PO submitted by Customer on or after the effective date of such Terms.

2. PRODUCTS.

a. Acting at all times as an independent contractor, acting in the capacity of a vendor and not as an employee or agent, the Vendor agrees to furnish all supervision, labor, materials, supplies, tools, equipment, and machinery as may be necessary to provide the Products set forth on the Purchase Order. Additionally, Vendor agrees to obtain, provide, and pay for all necessary licenses, permits, and fees as required to properly perform and/or provide the Products related to this Agreement. Vendor agrees not to manufacture or cause to be manufactured any Products utilizing Customer IP not ordered or authorized by Customer. The Parties acknowledge that if additional products, materials and/or material modifications to the Products set forth in a contracted Purchase Order are necessary, then the Parties shall enter into a supplementary Purchase Order setting forth such additional products/services, to be made binding upon written confirmation by Customer (i.e., no extras or add-ons permitted without Customer’s approval). The Vendor agrees to deliver Products in the time set forth in the Purchase Order.

b. Exclusivity. Vendor acknowledges and agrees that any and all services provided shall be on a non-exclusive basis.

c. Shipping. The terms of delivery are as stated on the PO. The obligation of Vendor to meet the delivery date, specifications and quantities (the “Schedule”) is of the essence to the Agreement. Separate invoices for each shipment shall be provided, together with one copy of the bill of lading and the packing list. A duplicate bill of lading and packing list shall be forwarded with each shipment. All shipments are to be freight on board (FOB Destination) per the address listed on the Purchase Order unless otherwise stated on the Purchase Order. When shipping, delivery by Vendor to a common carrier does not constitute delivery to Customer. Customer accepts title only after receipt at the FOB destination. Deliveries are to be made both in quantities and at times specified herein, or if no such quantities or times are specified, pursuant to Customer’s written instruction.

d. Change Orders. If a Purchase Order needs to change, Customer shall resend the PO and Vendor shall confirm such revised PO. If any such change causes an increase or decrease in the cost of and/or the time required for the performance of the Agreement, it shall be reflected in the revised PO. Except as otherwise provided, no attempt by either party to waive, change, delete, add, or otherwise alter, any term and condition of the Agreement shall be effective unless it is agreed to in writing by both parties.

e. Untimely Deliveries. If Vendor fails to meet the shipping dates, without limiting its other rights or remedies, Customer may either (i) direct expedited routing and charge excess cost incurred thereby to Vendor or (ii) cancel all or part of the Purchase Order. Customer will accept early shipment from overseas vendors at no penalty. However, products delivered within the contiguous United States which are delivered in advance of schedule are delivered at the risk of Vendor and may, at Customer’s option, be returned at Vendor’s expense for proper delivery and/or have payment therefore withheld by Customer until the date that the goods are actually scheduled for delivery. Vendor shall promptly notify Customer as soon as Vendor knows that Products will not be delivered on a timely basis. If Vendor is able to negotiate price concessions or other concessions from its suppliers because of late deliveries, such price concessions or other concessions shall be reflected in a reduced cost for the affected Products.

f. Warranty. Vendor represents any Products supplied under the Purchase Order shall be suitable for its intended use, as such and in addition to any other warranty, the Vendor warrants that the Products shall be free from all defects in material and workmanship and shall comply with all the requirements of each corresponding Purchase Order for a period of one (1) year from the date such Products are delivered. Extended warranties beyond this period apply when specifically shown on the Purchase Order. Any attempt to change, add, modify, or delete any warranty provision (including change by use of package labeling or inserts), will not be binding on Customer unless it is agreed to in writing.

g. Rejected Items. All Products are subject to inspection, testing, and rejection upon discovery by Customer. If any of the Products are defective or otherwise not in conformity with the requirements of the Purchase Order or Customer’s designs, Customer, in addition to its other rights and in its sole discretion, may (i) reject the same for full credit, (ii) rework the same at Vendor’s expense, (iii) require prompt correction or replacement thereof by Vendor at Vendor’s expense, or (iv) accept the Products “as-is” at a negotiated price discount. If Customer elects for Vendor to correct any defective Products, Vendor shall have ten (10) days to after receipt of notice from Customer (or such additional time as mutually agreed to by the Parties) to repair, replace or correct (as applicable) the defective Products. If Customer elects to correct any damages, defects, insufficiencies or improprieties and do any other work necessary to put the Products in condition for the use intended, the cost of such correction and related expenses shall be deducted from monies due the Vendor under the Purchase Order. If damage is to a small portion of the total shipment and Customer will not be inconvenienced because of this shortage, the Vendor may be permitted by Customer to deduct the amount of damage or loss from its invoice, in lieu of replacement. Rejected items shall be returned and/or disposed of at Vendor’s expense. Any claim for loss or damage incurred during delivery shall be between the Vendor and the carrier.

h. Incorrect Orders. If the event Vendor delivers to Customer a materially incorrect order (i.e. wrong sizes, wrong products, and/or wrong quantities), Customer may, at its option, either (i) return, at Vendor’s sole expense, the Products that were not delivered in accordance with the Purchase Order and order Products that conform to the original Purchase Order which Vendor shall deliver as promptly as practicable, or (ii) accept such non-conforming Products at a negotiated price adjustment. Customer’s count and inspection shall be final and conclusive on all shipments not accompanied by a packing ticket. Nothing herein shall release Vendor from the obligation to make full and adequate testing and inspection of goods sold hereunder.
i. Subcontractors. Vendor shall be fully responsible to Customer for performance of this Agreement, regardless of whether it chooses to render performance through employees, through subcontractors, or otherwise. Vendor represents and warrants that it shall ensure any work performed by subcontractors or otherwise shall be subject to the terms of this Agreement. Customer may require disclosure of Vendor’s use of subcontractors and that such subcontractors be preapproved by Customer in advance.

3. MANUFACTURING.

a. Vendor will comply or cause to be complied with all appliable laws, including without limitation, Consumer Product Safety Commission regulations, the U.S. Foreign Corrupt Practices Act, custom and trade regulations, the requirements specified in this agreement, and other applicable state laws and industry standards in relation to its business practices and all aspects, including without limitation, the design, sourcing, manufacture, security, distribution, and sale of the products.

b. The products will (i) meet all product specifications and requirements specified by Customer to Vendor, including any special attributes; (ii) be new and not used, remanufactured, reconditioned or refurbished, and will be of equal or better quality than the samples delivered to Customer; (iii) be free from defect and other materials which may be injurious to persons or property and have been tested by a reputable third-party testing body, and have not failed any tests, for compliance with all applicable laws including without limitation, the Consumer Product Safety Commission regulations, and the results of such tests will be provided to Customer at Customer’s request; (iv) be in compliance with all applicable labeling laws and packaging laws; (v) be delivered in good and undamaged condition and when delivered be merchantable and fit and safe for the purposes for which the products are intended to be used, which includes without limitation consumer use; and (vi) if consumable, have at least two-thirds (2/3rds) of its total shelf life remaining before the “expiration,” “sell by,” “use by,” or “best by” date unless another time frame has been agreed upon in writing by the parties. Customer may request the results of tests or proof of such attributes from Vendor.
c. Vendor agrees and acknowledges that all Products are intended to be sold in the United States and its related territories, unless otherwise indicated in the PO.
d. Vendor agrees that all information regarding the products, including all weights, measures, sizes, legends or descriptions printed, stamped, attached or otherwise indicated with regard to the products, is true and correct and conforms and complies with all applicable laws relating to such products.
e. Vendor agrees that the products are produced under labor conditions that comply with Customer’s Social Compliance Code of Conduct and applicable laws, rules and regulations, including without limitation laws addressing (a) wage and hour, (b) the prohibition of the use of child labor, slave labor, prison labor, indentured servitude, or any labor involving human trafficking, (c) health & safety, (d) discrimination, (e) gender based violence, (f) labor and workers’ rights, and (g) environmental laws and regulations. Vendor agrees that the products and its components have not been acquired from, mined, produced, assembled, or packaged in, any country or area from which imports are subject to import restrictions established by United States authorities.
f. Title to the products shipped or sold to Customer shall pass to Customer free and clear of all liens, charges, encumbrances, restrictions, or other third-party rights or restrictions.

4. FEES.

a. Vendor agrees to invoice Customer for the Products pursuant to the rate or price set forth in each PO and Customer agrees to remit payment for approved charges after receipt of an invoice in accordance with this section, so long as Vendor has submitted a complete and up to date W9 to Customer. All invoices can be sent to payables@dallascowboys.net. Customer shall remit payment net thirty (30) days after receipt of a correct invoice. Unless otherwise specified on the corresponding Purchase Order, no invoice shall be issued prior to shipment of Products, and no payment shall be made prior to receipt and acceptance of conforming Products and invoice. In case of error in calculation or typing, the quoted rate or price will be used as the basis for correction of a PO.
b. If requested by Customer, Vendor agrees to participate in Customer’s online invoice program(s). Customer reserves its right to add or modify any online registration portals at any time during the Term of this Agreement and will reasonably communicate the same in advance to Vendor.
c. As between Customer and Vendor, Vendor agrees it is wholly responsible for payment of any and all federal, state, and/or local taxes that are or may be legally assessed upon the Products, including any a supervision, labor, materials, supplies, tools, equipment and machinery furnished by Vendor under this Agreement and/or in connection with any Purchase Order.

5. SUBSTITUTIONS. No substitution of materials or accessories may be made without Customer’s written consent. No charges for extras will be allowed unless such extras have been agreed to in writing by Customer and the price agreed upon.

6. INTELLECTUAL PROPERTY. “Customer IP” means all trademarks, service marks, trade names, logos, designs, and copyrights owned by or licensed by Customer and its clients. Customer IP is the property of Customer and its clients. By providing the Products, Vendor does not claim any rights to the Customer IP and all right, title, and interest in and to Customer IP and all goodwill associated therewith, is and will remain exclusively owned or licensed by Customer. Customer represents and warrants that it: (i) has a valid license to use, all right, title, and interest in and to the Customer IP, and (ii) has the right to grant the use of Customer IP for the purpose set forth in this Agreement. Customer hereby grants to Vendor the non-exclusive right to use and exploit approved Customer IP solely as approved by Customer, and solely in connection with the production of the Products. Vendor expressly agrees not to use the Customer IP for any purpose (including marketing, promotion or posting on Vendor’s website) other than to create the Products pursuant to this Agreement and any violation of this clause will be considered a material breach of the Agreement.

7. INDEMNITY; INSURANCE.

a. Vendor agrees to defend, indemnify and hold harmless Customer, 81EGHTY’s clients and each of the foregoing entities’ directors, officers, subsidiaries, affiliates, owners, joint ventures, partners, employees, agents and representatives (collectively, the “Released Parties”), from and against any and all claims, demands, obligations, causes of action (including pre-lawsuit court orders), losses, lawsuits and all other damages, liabilities (determined by verdict, judgment or good faith settlement of a claim), fines, judgments and reasonable costs and expenses associated therewith (including the payment of reasonable attorney fees and disbursements) of defending a claim (whether such claim is valid or found invalid) of liability (“Losses”) to the extent such Losses arise out of: (1) the actions taken by Vendor, or those acting under it, in connection with this Agreement; (2) any breach by Vendor of any representation and warranty herein; (3) the failure of Vendor, or those acting under it, to comply with the terms and conditions of this Agreement; (4) any unauthorized use of the Customer IP; (5) any actual or alleged defect in the Products or their packaging; (6) any breach by Vendor of Customer’s Confidential Information; or (7) any other third-party claim with respect to the Products. The obligations to defend and indemnify contained in this section shall survive the expiration or termination of this Agreement.
b. During the Term, Vendor shall maintain general comprehensive insurance coverage including product and contractual liability insurance for personal injury and property damage necessary to respond to claims of liability arising out of this Agreement or the transactions or Products contemplated by this Agreement or the actions of Vendor. Limits of coverage shall not be less than One Million U.S. Dollars ($1,000,000.00) per occurrence and Two Million U.S. Dollars ($2,000,000.00) in the aggregate. Vendor agrees to name the Released Parties and all subsidiaries, related or affiliated companies as additional insureds with waiver of subrogation under such policy(ies). Such insurance policy shall provide that it may not be cancelled without at least thirty (30) days written notice to Customer. Vendor shall furnish to Customer a certificate evidencing such insurance upon Customer’s request. Furthermore, such policies are primary and non-contributory with respect to any other insurance available to Customer.

8. TERMINATION. Customer, in its sole discretion, may terminate this Agreement, in whole or in part: (i) immediately without prior notice if the grounds for such termination are the failure by the Vendor to provide the products or services (“Products”) required under the PO and these Terms, any acts of intentional misconduct by the Vendor’s employees or sub-contractors or any of the representations or warranties made by Vendor in this Agreement prove to be untrue or inaccurate in any material respect; or (ii) at any time with or without cause and without penalty or further obligations upon thirty (30) days’ written notice to Vendor. If the Agreement is terminated and there are Purchase Orders still outstanding, the parties will work together to determine the outcome of such Purchase Order.

9. REPRESENTATIONS AND WARRANTIES.

a. Each Party represents, warrants and covenants that: (i) it has the full right and legal authority to enter into and fully perform this Agreement; (ii) it can and will perform under this Agreement in accordance with its terms without violating the rights of any other person or entity; (iii) each person signing this Agreement on behalf of a Party hereto represents and warrants that he or she has full authority to do so and that this Agreement is binding upon the entity on whose behalf he or she is acting; (iv) it will perform its contractual obligations set forth herein; (v) its performance of this Agreement does not violate or conflict with any agreement to which it is a party; (vi) there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement; (vii) it shall comply with all applicable laws; and (viii) it has and will maintain all government licenses, permits or other authorizations necessary to conduct its business as well as the requisite insurance policies and coverages set forth in this Agreement.
b. Vendor expressly warrants that (i) all Products provided hereunder shall conform in all aspects to any specifications, drawings, samples, and other descriptions furnished to or by Customer and will be merchantable and free from any defects in material, design or workmanship; (ii) if Customer has furnished performance requirements for the Products, such goods shall be fit and sufficient for the purposes for which Customer intends them; (iii) Vendor shall promptly notify Customer of any data or security breach; and (iv) Vendor’s employees are authorized to do work in the applicable jurisdiction and Vendor shall provide a certificate stating such at the request of Customer. Vendor agrees that the foregoing warranties shall survive delivery of acceptance of, and payment for the Products provided hereunder and shall inure to the benefit of Customer and its clients.

10. CONFIDENTIALITY.

a. Each Party may obtain (directly or indirectly) certain proprietary information, verbal or written, not generally known to the public, including information about the other Party (and in the case of Customer, its clients’) and each of their respective affiliates’ business operations, strategies, goods and services, clients, pricing, marketing, security information, the specific terms and conditions of this Agreement (“Confidential Information”). Each Party agrees to maintain in confidence any and all Confidential Information obtained pursuant to this Agreement and the Parties’ relationship to the same degree of care with which it protects its own Confidential Information, but with no less than reasonably prudent care.
b. Vendor acknowledges that certain Confidential Information, including client information, may be subject to certain privacy laws and regulations. Vendor shall comply with all applicable privacy laws and shall not use information it receives pursuant to this Agreement to market or otherwise sell products to Customer’s clients or their employees. Vendor shall not use Confidential Information whatsoever for any purpose except to comply with the terms of this Agreement. Vendor shall not collect or store Customer Confidential Information, including client information, for any purpose, other than fulfillment of orders under this Agreement, if applicable, and such information shall only be accessible to Vendor’s employees or representatives on a need-to-know basis. Vendor shall promptly notify Customer if it has reason to believe a breach under this Section 9 has occurred.

11. SEVERABILITY; WAIVER. If any provisions of this Agreement are for any reason declared invalid, the validity of the remaining provisions will not be affected. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their successors and assigns. A failure by either Party to enforce any of the provisions of this Agreement or rights or remedies with respect thereto or to exercise election therein provided will not constitute a waiver of such provision, right, remedy or election or affect the validity there of or of this Agreement.

12. NOTICES. All notices required or permitted to be made under this Agreement, shall be as follows: (A) if to Vendor, the Vendor address set forth in the Purchase Order; and (B) if to Customer at: One Cowboys Way, Suite 100, Frisco, Texas 75034, Attn: Legal Department.

13. GOVERNING LAW. This Agreement is subject to and shall be construed in accordance with the laws of the State of Texas without regard to its choice of law provisions. The Parties hereto hereby agree to submit themselves to the exclusive jurisdiction of the state and federal courts of Collin County, Texas. Vendor agrees that the Products and any materials or services provided by subcontractors, employees, or vendors in connection with this Agreement will be sold, delivered, or provided in compliance with all statutes, ordinances and regulations of all applicable international, federal, state, county and municipal or local governments, and of any and all of the departments or bureaus thereof applicable to the carrying on of its business.

14. AUDIT.

a. Records. Vendor agrees to keep and preserve complete, truthful, and accurate records so as to be able to verify Vendor’s compliance with all of its duties and obligations hereunder for three (3) years following the Term, including regarding right-to-work documentation. Customer and/or its authorized representative may have access to the aforementioned records and to examine them during normal business hours, provided Customer provides Vendor with reasonable advance written notice.
b. Access. Vendor shall provide Customer access to its facilities, systems, employees, and records related to provision of Products upon Customer’s reasonable request. Access shall include the right to inspect and photocopy documentation and, if necessary, retain copies thereof with appropriate safeguards.
c. Destruction. Upon termination or expiration of this Agreement or upon request by Customer or its client, Vendor will promptly return, transfer or destroy all Products, information, tangible materials, or Customer/client-data related to this Agreement and cease use thereof. Vendor shall deliver to Customer written certification of such destruction signed by Vendor’s authorized representative.

15, EQUAL EMPLOYMENT OPPORTUNITY. Vendor represents, warrants, and covenants that it (i) is an equal opportunity employer and complies with all applicable federal, state, and local fair employment practices laws; and (ii) conducts all business activities, including hiring, without regard to race, color, religion, creed, national origin or ancestry, ethnicity, sex (including pregnancy), gender (including gender nonconformity and status as a transgender individual), age, physical or mental disability, citizenship, past, current, or prospective service in the uniformed services, genetic information, or any other characteristic protected under applicable federal, state, or local law. All Vendor employees, other workers, and representatives are prohibited from engaging in unlawful discrimination. This section applies to all terms and conditions of employment, including, but not limited to, hiring, training, promotion, discipline, compensation, benefits, and termination of employment.

16. ASSIGNMENT. Vendor shall not assign this Agreement or any Purchase Order without the prior written approval of Customer.

17. RELATIONSHIP OF THE PARTIES. This Agreement does not create or constitute, and will not be construed as creating, any type of corporate relation, joint venture, partnership, principal and agent, employee and employer relationship between the Parties. Each Party expressly understands and agrees that the other Party is an independent contractor with respect to the other in the performance of each and every part of this Agreement and is solely responsible for all of its own employees and its own labor costs and expenses arising in connection therewith. Neither Party has any right, power, or authority to agree or commit to any obligation or duty on behalf of the other Party, commit, or obligate the other Party in any manner. Neither Party will hold itself out as acting for or behalf, or as a representative or agent of, the other Party.

18. CONFLICTING TERMS. If any terms in any Purchase Order conflict with the terms of this Agreement, this Agreement’s terms shall prevail and remain binding on both Parties.

19. BINDING AGREEMENT. This Agreement shall be binding upon the Parties, their successors, and assigns. Customer and the Vendor for themselves, their successors, executors, administrators, and assigns, hereby agree to the full performance of the covenants, agreements and stipulations contained herein and on all related support documents as may be attached and agreed upon.

20. FORCE MAJEURE. In the event performance of this Agreement is prevented by a force majeure event such as an act of God, national emergency or disaster, war, military mobilization, riot, terrorist attack (foreign or domestic) or threatened terror attack (foreign or domestic), preemptions, strikes, labor disputes, boycotts, global health emergency, epidemic, pandemic, quarantine, actual or anticipated public health crisis, enactment of federal, state or local laws, rules and regulations, or a cause beyond the reasonable control of a Party (each a “Force Majeure Event”), such nonperformance will be excused and not be considered a breach or default. If a Force Majeure Event occurs such that Vendor cannot meet the requirements under the Purchase Order, Customer may source the Products through an alternate third party and terminate the Vendor’s Purchase Order without liability. Such action shall not be a breach of this Agreement.

21. LIMITATION OF LIABILITY, STATUTE OF LIMITATIONS. IN NO EVENT SHALL Customer BE LIABLE FOR ANTICIPATED PROFITS OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. Customer’s liability on any claim of any kind for any loss, penalties or damage arising out of, connected with or resulting from the Purchase Order or the contract based thereon, or from the performance or break thereof, shall in no case exceed the price allocable to the Products which give rise to the claim. Any action resulting from any breach on the part of Customer related to this Agreement must be commenced within one (1) year after the cause of action has accrued.