General Terms and Conditions
These general terms and conditions (“GTCs”) constitute an agreement between [RIVERON ENTITY] (“Riveron”) and you (“you” or “Supplier”) related to your provision of Goods and/or Services to Riveron. Terms capitalized herein but undefined shall have the definitions assigned them in the MSA executed between the Parties.
1. Pricing and Payment Terms.
1.1
In consideration of the Goods delivered and/or the Services provided by Supplier in accordance with the Contract Documents, all prices are firm and shall not be subject to change, except as provided in the Contract Documents. Supplier’s price (i) all packaging and freight to the specified delivery point; (ii) all applicable taxes and other government charges including but not limited to all sales, use, or excise taxes; (iii) all customs duties, fees, or charges; and (iv) all items, Intellectual Property Rights, and services necessary or incidental to provide the Goods and perform the Services in accordance with the Contract Documents (“Included Expenses”); provided, however, that any value added tax that is recoverable by Riveron, state and local sales, use, excise and/or privilege taxes, if applicable, shall not be included in Supplier’s price but shall be separately identified on Supplier’s invoice. If Supplier is legally obligated to pay value added and/or similar tax, Supplier shall invoice Riveron in accordance with applicable rules to enable Riveron to reclaim such tax.
1.2
Supplier shall submit invoices in an auditable form, complying with applicable laws, generally accepted accounting principles and the specific Riveron requirements, containing the following minimum information: (i) Supplier name, address and reference person including contact details, (ii) invoice date, (iii) invoice number, (iv) applicable SOW number, (v) address of Riveron’s delivery location (if applicable), (vi) quantity of Goods, if applicable, (vii) price (total amount invoiced), (viii) tax or sales tax amount, and (ix) payment terms as agreed.
1.3
Invoices must be sent to [___] (or as otherwise agreed with Riveron). Riveron shall pay an Invoice in accordance with the payment terms agreed in the Contract Documents. Riveron will reimburse expenses that are (i) out-of-pocket expenses incurred by the Supplier or its Representatives directly in connection with providing the Goods and/or Services, (ii) reasonable and pre-approved in writing by the Riveron, (iii) separately set forth on an invoice, (iv) accompanied by documentation such as receipts, vouchers and invoices that verify the amount, date and nature of each expense, and (v) are not Included Expenses. Services charged on the basis of hourly rates require written confirmation of Supplier’s time sheets by Riveron. Supplier shall submit such time sheets to Riveron for confirmation as may be instructed by Riveron.. Riveron is not obliged to pay invoices based on time sheets which are not confirmed by Riveron in writing. Riveron reserves the right to set off or withhold payment for Goods and/or Services not provided in accordance with the Contract Documents. Riveron may withhold payment pending receipt of evidence from Supplier, as reasonably required by Riveron, to establish the absence of liens, encumbrances and claims against any property of Riveron related to the Goods and/or Services that are the subject of the Contract Documents. Supplier must provide invoices in no event more than 90 days after providing the Goods and/or Services to Riveron, otherwise Supplier waives its right to payment.
1.4
As of the date the amount stated on an Invoice (“Amount Due”) is sent by Riveron to Supplier, the Supplier, on its behalf and on behalf of its successors, assigns, and respective past or present, affiliates, subsidiaries, subcontractors, partners, members, shareholders, trustees, fiduciaries, directors, officers, managers, employees, agents, attorneys, advisors and representatives (“Associated Parties”) generally, irrevocably, unconditionally and completely waives, releases and forever discharges Riveron, its successors, assigns, and respective past or present, affiliates, subsidiaries, partners, members, shareholders, trustees, fiduciaries, directors, officers, managers, employees, agents, attorneys, advisors and representatives (collectively, the “Released Parties”), from and against any and all past, present and future claims, controversies, disputes, rights, causes of action, suits, demands, damages, costs, expenses, liabilities and obligations of any nature whatsoever, whether currently known or unknown, suspected or unsuspected, disclosed or undisclosed, absolute or contingent, at law or in equity, that Supplier or any Associated Party of such Supplier now has, has ever had or may have in the future against any of the Released Parties arising out of or relating, directly or indirectly, to Goods and/or Services or the Amount Due, including but not limited to liens, offsets, restrictions, encumbrances, or rights of repossession or replevin related to the Goods and/or Services, or claims of ownership or title to the Goods and/or Services.
