These Standard Terms and Conditions of Purchase (“Terms”) shall apply to any order by First Student, Inc. (“Buyer”) to purchase Goods or Services from the selling entity identified in the Order (“Supplier”) (each, an “Order”), where such Order is not governed by a separate written agreement executed by and between Buyer and Supplier. An Order and these Terms are irrevocably accepted by Supplier upon the earlier of Supplier’s (a) commencement of the performance of Services or the delivery of Goods in any manner; (b) acceptance or acknowledgement of the Order; or (c) acceptance of payment for any Goods or Services. Buyer explicitly disclaims and rejects any terms and conditions of sale from Supplier, regardless of their inclusion or reference in any quotation, sale document, proposal, or other document, including Supplier’s website. “Goods” means equipment, parts, components, materials, and any other personal property of every type, kind and description, as specifically described in the business terms of an Order. “Services” means all professional, delivery, installation, inspection, training, testing, repair, and other Services, as specifically described in the business terms of an Order, including any Services that are required in connection with, or incidental to, furnishing any Goods. “Blanket Purchase Order” means an Order whose quantities or amounts are subject to periodic releases, for a total quantity and/or amount not to exceed the quantities or amounts on the Order, subject to Section A.7, below.
A. GENERAL PROVISIONS APPLICABLE TO GOODS AND SERVICES.
1. Pricing and Payment.
a. Prices. All prices are firm and shall not be subject to change. Unless otherwise expressly provided in the Order, all taxes, duties, tolls, fees, import charges or other governmental exactions shall be deemed included in the purchase price. Buyer shall have no liability to pay Supplier any amount in excess of the purchase price specified in the Order for the Goods and Services.
b. Payment. Supplier shall submit invoices as directed by Buyer. Except as set forth in the Order, Buyer shall pay all undisputed amounts owed to Supplier upon the later of: (i) 45 calendar days after Buyer’s receipt of a properly submitted invoice; or (ii) Buyer’s final acceptance of the applicable Goods or Services.
c. Disputes. In the event that Buyer disputes an invoice amount, both parties shall work together in good faith to resolve the dispute. If there is a good faith dispute with regard to a portion of an invoice, Buyer will provide notice and detail of the dispute prior to the invoice due date, and will pay the undisputed portion as provided in this Agreement. Upon resolution of the dispute, any disputed amounts owed by Buyer will be promptly paid. Buyer’s payment of an invoice shall not constitute its acceptance of the Goods or Services. Buyer shall be entitled at any time to set off any and all amounts owed by Supplier or a Supplier affiliate in connection with any Order.
2. Acceptance. All Goods and Services covered by an Order are subject to inspection and testing by Buyer at any time or place reasonably designated by Buyer and may be rejected if not strictly in accordance with the terms and conditions of the Order and the written descriptions in any applicable documentation, proposal, RFP response, or other representation of Seller (the “Specifications”). In the event Buyer rejects any Goods or Services, any outstanding payments for such Goods or Services shall be no longer be owed, Supplier shall immediately refund any prior payment for such Goods or Services, and Supplier will, at Buyer’s discretion, immediately and at its own expense, either: (i) re-perform any defective portion of the Services and/or replace non-conforming Goods with conforming Goods; or (ii) take such actions as may be required to cure all defects. Supplier shall not replace or re-perform the rejected Goods or Services without an additional Order from Buyer.
3. Changes and Termination.
a. Changes in Order. Buyer shall have the right to order changes from time to time in the performance required of Supplier under an Order, and Supplier shall without delay conform to any such change order. In the event of any such change in an Order, Supplier may adjust the prices or times of performance within reasonable and appropriate limits, subject to Buyer’s prior written approval, provided that Supplier provides Buyer written notice of such change within ten (10) calendar days from the day the change is ordered. No change shall be made by Supplier in the performance required by an Order except as such change is specified in writing and signed by an authorized representative of Buyer.
b. Default. Buyer has the right to terminate an Order in whole or in part in the event of rejection of Goods or Services pursuant to Section 2, defects in materials, workmanship, or quality, or if the Supplier fails to comply with or perform any of the terms and conditions of an Order. In the event of such termination, Supplier shall be liable for all damages, losses, liabilities, fees, fines, penalties, expenses, judgments, or other costs, including attorneys’ fees (collectively, “Losses”) incurred by Buyer arising from or in connection with such default.
c. Termination. Buyer has the right to terminate an Order in whole or in part at any time by providing written notice, stating the extent and effective date of such termination. Upon receipt of such notice Supplier will, as and to the extent directed by Buyer, (i) stop work under the applicable Order and take any necessary action to protect Deliverables or Goods in Supplier’s possession in which Buyer has or may acquire an interest; and (ii) promptly refund to Company all amounts paid in advance by Buyer for undelivered Goods and non-completed Deliverables or Services. Buyer’s sole liability to Supplier in case of such termination shall be reimbursement of Supplier’s non-cancelable expenses incurred up to the date and time of termination.
d. Effect of Termination. Upon expiration or termination of an Order for any reason, Supplier shall promptly, at no cost to Buyer, (i) return or destroy Buyer’s Confidential Information and other materials provided by or on behalf of Buyer; and (ii) deliver to Buyer all Deliverables, whether or not completed.
4. Supplier Obligations.
a. Permits and Materials. Supplier shall provide, at no additional cost except as expressly set forth in an Order, all (i) permits, bonds, testing, inspection and approval of materials or workmanship by the proper authorities necessary for the performance of the Services or provision of the Goods; and (ii) equipment, machinery, materials, plans, drawings, outfitting, tools, data, information, software, licenses, computers, systems, and personnel necessary for the performance of the Services or provision of the Goods, all of which shall be of a quality conforming to the best commercial practice for Goods or Services of the type purchase in the applicable Order.
b. Nature of Work. The nature and location of the delivery of Goods and performance of Services and all conditions which may affect their completion have been carefully inspected and considered by Supplier, who assumes all risk of loss and unanticipated expense, however caused and whether or not foreseeable.
c. On-Site Work. While the premises of Buyer or any Buyer customer, all Supplier personnel shall comply with the directions of authorized personnel and all applicable policies and procedures, including those related to safety, security, access, and equipment handling, and specifically including the Contractor Safety and Environmental Requirements, a copy of which is available upon request, and which are hereby incorporated by reference and made a part of an Order, as the same may be amended from time to time. When performing Services at the premises of Buyer or any Buyer customer, Supplier shall: (i) at all times keep all work areas free from rubbish, debris, and obstructions caused by its operations; (ii) at its own expense, repair or restore any damage to such premises or property in or on such premises resulting from the Services, normal wear and tear excepted, within seven (7) days; and (iii) upon completion of Services, leave the area, pursuant to the following standards.
d. Buyer Property. In the event Supplier has custody of any Buyer equipment, machinery, vehicle, or other personal property, including Goods to be delivered to Buyer (collectively, “Property”), or such Property is on Supplier’s premises, or Supplier is performing Services on or in connection with such Property, Supplier shall protect such Property from any damage, destruction, loss, and theft during the period of such custody or Services. Supplier will immediately notify Buyer of any such incident impacting Buyer Property. In such circumstances, Supplier shall assume all risk of damage to or loss of such Property (or of any machinery, equipment, deliverables, materials and outfitting obtained or intended for Buyer’s property), and shall promptly compensate Buyer for any damage, destruction, loss, or theft, resulting from any cause whatsoever except acts of God or the sole negligence of Buyer. Supplier shall further keep Buyer Property, facilities, premises, and real property free and clear of all liens, security interests, encumbrances and claims of every nature, including statutory and property liens in favor of vendors, workmen, materialmen, subcontractors, or others arising by, through or under Supplier. Supplier shall discharge all such liens and other claims at once. Supplier hereby waives all liens, whether possessory or otherwise, in its favor which would otherwise attach to Buyer’s property.
e. Promotion. Supplier shall not make any announcement, take or release any photographs (except for its internal operation purposes), or release any information concerning any Order or relating to its business relationship with Buyer, to any third party except as required by applicable Law without Buyer’s prior written approval. Supplier agrees that it shall not, without prior written approval of Buyer, (i) use in advertising, publicity, or otherwise, Buyer’s names, trade names, trademarks, or logos, whether or not registered; or (ii) represent, directly or indirectly, that any Goods or any Services have been approved or endorsed by Buyer.
f. Confidentiality. All confidential information of Buyer disclosed to Supplier in connection with an Order will remain the exclusive and confidential property of the Buyer. The Supplier will not disclose the Buyer’s confidential information and will use at least the same degree of care, discretion and diligence in protecting the Buyer’s confidential information as it uses with respect to its own confidential information, but in no case less than reasonable care. Supplier will limit access to Buyer’s confidential information to its employees and authorized representatives with a need to know the confidential information to perform an Order and who are under a similar confidentiality agreement with Supplier. Supplier shall be responsible for any breach of this confidentiality obligation by its employees or authorized representatives. In the event that Supplier determines that Buyer Confidential Information includes any sensitive personally identifiable information, including Social Security Numbers or other government identification details, Protected Health Information, payment card information, or financial account information, Supplier will (i) immediately notify Supplier of its possession of such information; (ii) process the information solely as directed by Buyer; and (iii) promptly agree to such additional contractual requirements that Supplier determines are necessary to appropriately protect the information and to comply with applicable laws and regulations.
5. WARRANTIES. Supplier represents and warrants that (a) Supplier has full right, power, and authority to grant the rights, titles, and interests granted herein; (b) Supplier, the Goods, the Deliverables, the Services, and Buyer’s and Buyer’s customers’ authorized use thereof, shall not violate any applicable law or regulation or infringe or otherwise violate any patent, copyright, trademark, trade secret, or any other third party right; and (c) Goods, Deliverables, and Services will conform in every respect to the Specifications.
6. LIABILITY.
a. Limitations. In no event shall Buyer be responsible for consequential, incidental, indirect, punitive, exemplary or special damages including without limitation extra expense, loss of use of property, delay or lost profits, whether resulting from negligence, breach or otherwise and even if the possibility of such damages is foreseeable by Buyer. Buyer’s total aggregate liability under any Order shall not exceed the amount owed to Supplier for the Goods and Services that are the subject of such Order.
b. Indemnity. Supplier shall indemnify, hold harmless and defend Buyer from and against any and all suits, legal proceedings, claims, demands, and Losses arising out of or relating to: (i) any breach by Supplier of these Terms or the requirements of any Order; (ii) Supplier’s negligence, willful misconduct, willful misrepresentation, or violation of applicable law or regulation; (iii) any personal injury (including death) or damage to any persons or property in any manner, caused or occasioned by any defect in the Goods or Services or any act, omission, fault, or default of Supplier or anyone acting on its behalf; and (iv) any claims that the Goods and/or Services, or Buyer’s possession, use, or sale of the Goods and/or Services, infringe upon any patents, trademarks, copyrights or other intellectual property rights of any third party.
7. BLANKET PURCHASE ORDERS. Supplier acknowledges and agrees that all releases made under a Blanket Purchase Order require prior approval from Buyer’s authorized representative prior to Supplier’s providing Goods or Services thereunder. Supplier shall not bill any amounts against a Blanket Purchase Order, and Buyer hereby expressly rejects and disclaims all liability for such amounts, that (a) are not preceded by a prior approval of Buyer’s authorized representative, (b) are billed outside of the validity period of the Order, or (c) are in excess of the “not to exceed” amounts and/or quantities listed on the Order.
B. PROVISIONS APPLICABLE TO GOODS.
1. Acceptance. Defective or nonconforming Goods will, at Buyer’s option, be held for Supplier’s instructions at Supplier’s risk, or will be returned to Supplier. Supplier will be responsible for all inbound and outbound transportation charges on returned Goods. At Buyer’s option, inspection and tests before delivery, may be made by Buyer or Buyer’s customers at Supplier’s premises or elsewhere as designated by Buyer, at reasonable times and places, and Supplier will provide sufficient safe and proper facilities for such inspection or testing. Notwithstanding such interim inspections and tests, Goods are subject to rejection upon final testing, inspection, and use by Buyer and/or Buyer’s customer after delivery. Buyer’s count of Goods shall be accepted as final on all shipments whether or not accompanied by a packing list.
2. DELIVERY AND TITLE.
a. Delivery. Supplier shall deliver Goods DDP (Incoterms) Buyer’s (or Buyer’s customer’s) facilities identified in the applicable Order, using Supplier’s standard methods for packaging and shipping, unless otherwise expressly set forth in the Order.
b. Title. Title and risk of loss to Goods shall pass to Buyer upon Buyer’s acceptance of Goods pursuant to Section A.2 of these Terms. Shipping tickets and/or packing slips must show in detail any Goods shipped and must accompany all deliveries.
c. Costs. Except as expressly set forth in an Order, Supplier shall not charge buyer for crating, boxing, cartage, storage, cargo, shipping, or transportation costs. In the event Buyer gives written approval for the payment of any such costs, Supplier warrants that any costs billed will not exceed actual costs paid by Supplier. Regardless of Buyer’s approval, Supplier shall be solely accountable for and shall pay any excess transportation costs arising from Supplier’s failure to make delivery to the FOB point or to follow shipping instructions furnished by Buyer.
3. ADDITIONAL REQUIREMENTS. Goods and Services shall not include or utilize any components, content, equipment, elements, ingredients, or materials prohibited by applicable law or regulation, acquired in violation of any applicable law or regulation, or transferred to Buyer or any Buyer customer or brought to any Buyer or Buyer customer facilities in a manner prohibited by applicable law or regulation. In the event Goods or Services include or utilize components, content, equipment, elements, ingredients, or materials that are inherently hazardous, including asbestos, PFAS, or explosive, flammable, or toxic materials, Supplier shall (a) notify Buyer in advance of including or utilizing such materials; (b) provide all applicable Safety Data Sheets; and (c) follow all Buyer instructions regarding such materials, including Buyer direction to exclude or find alternatives for such materials.
4. WARRANTIES. Supplier hereby represents and warrants that the Goods, including Supplier-provided labels, and packaging, (a) comply in all respects with applicable laws and regulations, including product safety and consumer protection laws; (b) are free from material defects in material and workmanship; (c) conform to all claims and descriptions made by or on behalf of Supplier; (d) are merchantable, and of the quality specified; (e) are fit for their intended purposes; and (f) upon delivery will be free from all security interests and other liens and encumbrances. Supplier further represents and warrants that (g) all Supplier-provided documentation, labels, manuals, and packaging are accurate, complete, consistent with safe storage and usage of Goods, and not misleading, fraudulent or deceptive; and (h) Supplier has the right to transfer good and merchantable title to the Goods. Supplier agrees to take all actions necessary to pass through to Buyer all manufacturer warranties applicable to Goods. All implied warranties of the Uniform Commercial Code and warranties implied by usage of trade are reserved by Buyer and incorporated herein.
5. RECALLS. In the event a recall of any Goods is required by applicable law, or Buyer or Supplier reasonably determines that a recall is advisable due to a potential safety hazard, the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan, which shall include all actions required to recall and/or repair the Goods and any actions required by applicable law (“Corrective Action Plan”) for Buyer’s review and approval. Upon Buyer’s approval of the Corrective Action Plan, Supplier shall implement the Corrective Action Plan at its sole expense. To the extent a recall is determined to have been caused by a defect, nonconformance or noncompliance, which is the responsibility of Supplier, Supplier shall indemnify and hold harmless Buyer from all costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected Goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the Goods is impracticable or impossible, repurchasing or replacing the recalled Goods; (iv) packing and shipping the recalled Goods; and (v) media notification.
C. PROVISIONS APPLICABLE TO SERVICES.
1. PERFORMANCE. Supplier shall perform the Services at the location(s) designated by Buyer and in the manner directed by Buyer.
2. DELIVERABLES. All content, deliverables, reports, writings, and other works of authorship produced or authored by or on behalf of Supplier in the course of performing the Services for Buyer (collectively, “Deliverables”), are “WORKS FOR HIRE” under U.S. Copyright law. Buyer shall have sole title to and ownership of all such Deliverables and all copyright, patent, trademark, and other intellectual property rights embodied therein or appurtenant thereto. In the event this work for hire stipulation is not applicable to any Deliverable by operation of law or is found or held unenforceable with respect to any Deliverable, an Order shall constitute an irrevocable assignment by Supplier to Buyer of the ownership of and all rights of copyright in, such items, and Buyer shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections which may be available in the works. Supplier shall give Buyer or its designees all assistance reasonably required to perfect such rights.
3. WARRANTIES. Supplier represents and warrants (a) that it will deliver Services in a professional and workmanlike manner in accordance with the highest industry standards; and (b) all personnel of Supplier and its subcontractors assigned to provide Services shall be properly educated, trained, licensed and fully qualified for the Services they are to perform, and shall possess the skills and qualifications disclosed to Buyer. If Buyer notifies Supplier in writing of a breach of the foregoing warranties, Supplier will promptly remedy such breach at no additional expense to Buyer. In the event that Supplier, after using best efforts, is unable to remedy such breach within thirty (30) days of notification, then Buyer, in addition to any other remedies it may have, may return the associated Deliverables or reject the Services for a full refund of fees and expenses paid for such Deliverables and Services.
D. MISCELLANEOUS.
1. ENTIRE AGREEMENT. This Order constitutes the sole and entire agreement between the parties with respect to the subject matter hereof. Any written confirmation or acknowledgment of an Order, or any oral understanding upon which an Order is based, containing proposals or terms additional to or different from those set forth herein are not binding on Buyer unless Buyer expressly agrees to any such proposal or term in writing. Notwithstanding the foregoing, an Order shall not replace or supersede any written confidentiality agreement signed by the parties.
2. NON-EXCLUSIVITY. The relationship established by this Agreement is non-exclusive. Nothing in this Agreement will prohibit, limit, or restrict Buyer from making, performing, or acquiring comparable or identical Goods or Services, directly or indirectly, from any third party, including entities known to or competitive with Supplier.
3. AMENDMENTS & WAIVERS. These Terms and any Order may be amended only by a written instrument duly executed by authorized representatives of both parties. No waiver by the Buyer of any breach of an Order by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of the Order or these Terms and Conditions are held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Order and these Terms and Conditions shall not be affected.
4. Assignment & Subcontracting. Supplier may not assign or subcontract any portion of its obligations under an Order nor assign or otherwise transfer any monies due or to become due hereunder, without first obtaining the written consent of Buyer.
5. Extension of Benefits. All exceptions, exemptions, defenses, immunities, limitations of liability, privileges and conditions granted or provided by an Order to the benefit of Buyer shall also apply to and for the benefit of all entities that are parent of, subsidiary to, affiliated with or under the same management or control as Buyer, as well as all directors, officers, employees and agents of said entities.
6. NOTICES. A notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
7. Independent Contractor. Supplier shall determine the manner and method of performing any Services under an Order and shall operate at all times as an independent contractor and not as an agent, partner or employee of Buyer.
8. DISPUTES. In the event of any dispute between the parties, the parties shall cooperate in good faith to resolve such dispute between the business teams prior to pursuing arbitration, mediation, litigation, or any other adjudication. In the event the dispute remains unresolved after fifteen (15) calendar days, each party will appoint a designated senior officer who does not devote substantially all of their time to performance under this Agreement, who will negotiate in good faith to resolve the dispute without the necessity of any formal proceeding. During the course of such negotiation, each party shall fulfill all reasonable requests made by the other party for documents or information reasonably related to the dispute. Except where clearly prevented by the area in dispute, both parties shall continue performing their respective obligations hereunder while the dispute is being resolved. Within thirty (30) calendar days of engaging designated officers, either party may declare an impasse in negotiations. At that point, disputes that cannot be resolved by negotiation shall be submitted to mediation using a mutually agreed upon mediator. In the absence of an agreement on a mediator, each party shall select a temporary mediator and those mediators shall jointly select the permanent mediator. If mediation is not successful, the parties may pursue their remedies as they choose, subject to Section D.9. Nothing in this Section shall prejudice the right of either party to seek emergency expedited or injunctive relief where appropriate.
9. APPLICABLE LAW. The Order shall be construed in accordance with, and all disputes shall be governed by, the laws of the State of Ohio specifically including the provisions of the Uniform Commercial Code as adopted by that state, and the Supplier agrees to submit to the jurisdiction of the courts of U.S. District Court for the Southern District of Ohio located in Cincinnati in the event of any proceedings therein in connection herewith.
10. INSURANCE. Supplier, at its sole cost and expense shall procure and maintain in force during the term of this Agreement the following insurance coverages which shall apply independently of indemnity obligations contained within these Terms and Conditions.
a. Workers Compensation insurance as required by applicable law or regulation, and Employer’s Liability insurance in an amount not less than $1,000,000 each accident (or, for Suppliers in states with “State Fund” Workers Compensation, proof of coverage through the State Fund). Such insurance shall include an “In Rem” endorsement and provide coverage in any location work is performed and the location in which the Supplier is domiciled.
b. Commercial General Liability insurance, endorsed to cover premises, operations, products/completed operations, personal injury and contractual liability; with exclusions deleted, (and “in rem” coverage as may be applicable), at a minimum limit of $10,000,000 any one accident or occurrence.
c. Automobile Liability insurance, covering Supplier’s owned, rented, leased, non-owned and hired vehicles at a minimum limit of $1,000,000 any one occurrence.
d. Cyber Liability insurance, covering Supplier’s liability for cybersecurity, data corruption, data breaches, and related events at a minimum limit of $10,000,000 any one occurrence.
e. As applicable:
i. If Supplier performs consulting or professional Services: Professional Liability/Errors & Omissions Liability insurance at a minimum limit of $5,000,000 any one occurrence.
ii. If Supplier performs construction, improvement, alteration, demolition, or related Services to real property: (i) Builder’s Risk insurance for property damage on an “all risk” basis insuring Supplier, Buyer, subcontractors, as their interests may appear, including coverage against loss or damage from the perils of earth movement, windstorm, start-up and testing, strike, riot, civil commotion, and malicious damage; and (ii) Contractor’s Equipment insurance for coverage related to physical damage all equipment used in the performance of the Services.
iii. If Supplier delivers fuel or other hazardous products or performs any waste disposal Services: Pollution insurance or Environmental Impairment insurance at a minimum limit of $5,000,000 per occurrence, and any other public liability or environmental impairment coverage required by applicable law or regulation.
iv. If Supplier performs vehicle repair or associated work: Garagekeeper’s Legal Liability insurance (or endorsement on the Commercial General Liability policy) at a minimum limit of $5,000,000 any one accident or occurrence.
f. All policies shall be written with Insurers carrying no less than an “A” rating from A.M. Best’s, and endorsed to (i) name Buyer, its affiliated companies, and their shareholders, officers, directors, agents, and employees as Additional Insureds; (ii) include a Waiver of Subrogation; and (iii) provide Buyer with thirty (30) business days written notice of cancellation. All coverages provided shall be primary and non-contributory.
g. Should Supplier fail to procure or maintain any of these insurance coverages, or by any act or omission vitiate or invalidate any of the aforesaid insurance coverages, Supplier shall pay to Buyer all losses and indemnify Buyer against all claims and demands which would otherwise have been covered by such insurance.
h. Prior to commencing any work, Supplier shall provide Buyer with Certificates of Insurance at the following address:
First Student Risk Management
191 Rosa Parks St., 8th Floor
Cincinnati, OH 45202
Email: risk_insurance@firstgroup.com
Updated: February 11, 2025