Effective Date: [July 2026] Last Updated: [July 2026]
This Purchase Order (“PO”) issued by STN Incorporated (“STN” or “Buyer”) to the named supplier (“Supplier”) is an offer to purchase the goods and/or services described on the face of the PO on these terms and conditions (“Terms”). Acceptance is expressly limited to these Terms. Any acknowledgment, invoice, or other Supplier document containing different or additional terms is hereby rejected and shall have no force or effect.
Supplier’s commencement of performance, shipment of goods, or acceptance of payment constitutes unconditional acceptance of these Terms. If a written agreement signed by both parties governs the subject matter of this PO, that agreement shall control to the extent of any conflict and these Terms shall supplement it in all other respects.
Prices set forth on the face of the PO are firm, fixed, and inclusive of all taxes (other than sales tax separately stated), packaging, insurance, and delivery. Prices are not subject to escalation for any reason— including changes in raw material costs, labor costs, currency fluctuation, tariffs, duties, fuel surcharges, or other inputs—unless STN expressly agrees in a writing signed by STN’s authorized representative.
If Supplier offers lower prices to any other customer for substantially similar goods or services in comparable quantities during the term of this PO, Supplier shall promptly extend such lower prices to STN retroactive to the date on which the lower price was first offered.
Supplier shall invoice STN upon shipment of goods or completion of services, referencing the PO number on all invoices. STN shall pay undisputed amounts net sixty (60) days from receipt of a conforming invoice. STN may withhold disputed amounts without penalty pending good-faith resolution.
Time is of the essence for all deliveries. Unless otherwise stated on the PO, delivery shall be FOB Destination (Buyer’s named location), freight prepaid by Supplier. Title and risk of loss shall pass to STN upon inspection and acceptance at the destination.
Supplier shall promptly notify STN in writing of any anticipated delay, including the reason for the delay and a revised delivery schedule. Supplier shall use commercially reasonable efforts to mitigate the impact of any delay and shall bear all costs associated with expedited shipping or alternative arrangements necessary to meet the original delivery date.
All goods and services are subject to STN’s inspection and acceptance at destination, notwithstanding any prior payment or inspection at Supplier’s facility. STN may reject nonconforming goods or services within thirty (30) calendar days of delivery or completion. Payment shall not constitute acceptance.
Upon rejection, Supplier shall, at STN’s sole option: (i) promptly replace or re-perform at Supplier’s sole expense, including all shipping, handling, and related costs; or (ii) issue a full refund of the purchase price for the rejected items. Supplier shall provide return shipping instructions and bear all costs of return within five (5) business days of receiving notice of rejection.
Supplier represents and warrants that all goods and services delivered under this PO shall:
All manufacturer warranties shall pass through to STN and its customers. Warranties shall survive inspection, acceptance, and payment. Remedies under this Section are cumulative and in addition to any other remedies available at law or in equity.
All deliverables, work product, inventions, and materials created specifically for STN under this PO (“Work Product”) are works made for hire and shall be owned exclusively by STN. To the extent any Work Product does not qualify as a work made for hire under applicable law, Supplier hereby irrevocably assigns to STN all right, title, and interest therein, including all intellectual property rights.
Pre-existing Supplier intellectual property incorporated into Work Product is licensed to STN on a perpetual, irrevocable, royalty-free, worldwide, sublicensable basis for STN’s and its customers’ use, modification, and distribution. Supplier shall not incorporate any third-party intellectual property into Work Product without STN’s prior written consent.
Supplier shall hold all STN proprietary and confidential information in strict confidence, use it solely to perform obligations under this PO, and protect it with no less than reasonable care (and in no event less care than Supplier uses for its own confidential information). The existence, terms, and pricing of this PO are confidential.
Supplier shall not issue any press release, marketing material, or public statement referencing STN as a customer or using STN’s name, logo, or trademarks without STN’s prior written consent. Confidentiality obligations shall survive expiration or termination of this PO for a period of five (5) years.
Supplier shall defend, indemnify, and hold harmless STN, its affiliates, customers, successors, and their respective officers, directors, employees, and agents from and against all claims, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from or relating to:
STN shall provide Supplier with prompt written notice of any claim and reasonable cooperation in the defense thereof. Supplier shall not settle any claim without STN’s prior written consent, which shall not be unreasonably withheld.
Supplier shall maintain at its sole expense, and upon request provide certificates of insurance evidencing, the following minimum coverages:
STN shall be named as an additional insured on Commercial General Liability and Automobile Liability policies. Supplier’s coverage shall be primary and non-contributory. Supplier shall provide STN with at least thirty (30) days’ prior written notice of any material change, cancellation, or non-renewal of coverage.
Where Supplier has access to STN or STN-customer systems, networks, or data, Supplier shall: (a) comply with STN’s information security policies and requirements; (b) maintain industry-standard administrative, technical, and physical safeguards appropriate to the sensitivity of the data; (c) notify STN in writing within twenty-four (24) hours of discovering any actual or suspected security incident or data breach; and (d) cooperate fully with STN’s incident response and remediation efforts at Supplier’s expense.
For on-site work at STN data centers or customer facilities, Supplier personnel shall satisfy STN’s background check requirements, execute required non-disclosure agreements, and comply with all site access protocols and safety requirements.
Supplier shall comply with all applicable federal, state, local, and international laws and regulations, including without limitation: the Foreign Corrupt Practices Act (FCPA) and UK Bribery Act; export control and trade sanctions regulations (EAR, ITAR, OFAC); labor and employment laws; environmental laws; and anti-discrimination laws.
Supplier represents and warrants that neither it nor any of its principals, officers, or employees is listed on any U.S. government denied-party, debarred, or sanctions list. Supplier shall promptly notify STN if this status changes.
EXCEPT FOR SUPPLIER’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.
STN’S AGGREGATE LIABILITY UNDER ANY PO SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO SUPPLIER UNDER THAT PO. THIS LIMITATION SHALL NOT APPLY TO STN’S PAYMENT OBLIGATIONS FOR CONFORMING GOODS AND SERVICES ACCEPTED UNDER THE PO.
STN may terminate this PO in whole or in part as follows:
Upon termination, Supplier shall immediately cease all work, return all STN materials and confidential information, and cooperate in the orderly transition of work to STN or its designee.
Supplier may not assign, delegate, or transfer this PO or any rights or obligations hereunder, in whole or in part, without STN’s prior written consent. Any attempted assignment without consent shall be void. Supplier shall not subcontract any material portion of the work without STN’s prior written approval, and no subcontracting shall relieve Supplier of any obligation under this PO.
STN may freely assign this PO to any affiliate, successor, or acquirer of all or substantially all of its assets without Supplier’s consent.
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, or labor disputes (excluding Supplier’s own workforce). The affected party shall provide prompt written notice and use commercially reasonable efforts to mitigate the effect. If the force majeure event continues for more than sixty (60) days, STN may terminate the affected portion of the PO without liability.
This PO shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
Exclusive venue for any dispute arising under or in connection with this PO shall lie in the state and federal courts located in Alameda County, California. Each party irrevocably consents to the personal jurisdiction of such courts.
In the event of conflict among documents, the order of precedence shall be: (i) any signed master agreement between the parties; (ii) the face of the PO; and (iii) these Terms.
These Terms, together with the PO and any signed master agreement, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, negotiations, and communications, whether written or oral, relating to the subject matter hereof.
No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of STN. Waiver of any breach shall not constitute a waiver of any subsequent or continuing breach.
If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
All notices required under these Terms shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses set forth on the PO. Provisions that by their nature should survive termination or expiration—including intellectual property, confidentiality, indemnification, warranties, limitation of liability, and governing law—shall so survive.
Questions about these Terms may be directed to:
STN, Inc. 4464 Willow Road, Suite 102 Pleasanton, CA 94588 Email: info@stninc.com Phone: 1.866.459.0642
