Terms & Conditions

Effective: 01/01/2025

1. Integration

(a) General Terms

These Terms and Conditions of Purchase (these “Terms”) govern all purchases made by Fortis Solutions Group, LLC, a Virginia limited liability company, or any of its affiliates identified in the applicable purchase order (the “PO,” and the identified entity, “FSG”). These purchases include supplies, materials, equipment, goods (collectively, “Goods”), and services identified on the PO (“Services,” and together with Goods, the “Work”), from the vendor (“Seller”) named in the PO. Seller agrees to sell, and FSG agrees to buy, the Work based on the price, delivery schedule, payment terms, and specifications stated in the PO.

These Terms, the PO, any codes of conduct referenced in Section 7(a), and any associated documents referenced in the PO (collectively, the “Agreement”) constitute the entire agreement between the parties. If a Master Agreement exists between the parties, that agreement takes precedence over these Terms.

(b) Purchase Orders and Exclusivity

No order by FSG is binding unless issued through a PO signed by FSG. The Agreement expressly limits acceptance to these Terms, rejecting any additional or different terms in Seller’s response. In cases of conflicting terms, the PO shall prevail. The Agreement is non-exclusive, allowing FSG to procure similar Work from other vendors.

2. Inspection, Audits, and Acceptance

(a) Inspection Rights

FSG reserves the right to inspect all Work at reasonable times. Final acceptance occurs at FSG’s designated location (“Premises”) after delivery. Acceptance or use of the Work does not waive FSG’s rights or remedies in case of defects or non-compliance.

(b) Defective Work

If any part of the Work is defective or non-compliant, FSG may:

1. Require Seller to correct, repair, or replace the Work at Seller’s expense.
2. Perform the correction or obtain substitute Work at Seller’s cost.
3. Reject and return the Goods, with Seller refunding the purchase price and covering return costs.

(c) Returns and Costs

If FSG elects to return the Work, Seller must cover all costs, including a $200 handling fee. If FSG requests corrective action, Seller must act promptly, repeating the process until acceptance.

(d) Audits

FSG may conduct audits of Seller’s records and facilities for three years after contract completion to verify compliance. If an audit reveals a violation of the Agreement or applicable law, Seller must reimburse FSG for audit costs and take corrective action.

3. Quantity

If Seller delivers excess Goods, FSG may accept or reject them at its discretion without increasing the Purchase Price. Rejected excess Goods will be returned at Seller’s expense.

4. Price, Payments, and Discounts

(a) Payment Terms

Unless otherwise stated, FSG will pay the purchase price within 90 days of acceptance or receipt of a correct invoice. Disputed amounts will be withheld until resolved, while undisputed amounts are paid on time.

(b) Taxes

Seller is responsible for all applicable taxes unless explicitly stated in the invoice.

(c) Records and Audits

Seller must maintain performance records for at least three years and provide access to FSG for audit purposes. If an audit reveals overpayments exceeding 1% of the total due, Seller must reimburse FSG for audit costs.

(d) Withholding and Set-Off

FSG may withhold payments if there are disputes over quality, performance, or compliance. Additionally, FSG may offset amounts owed to Seller against any outstanding debts owed by Seller to FSG.

5. Changes

FSG may request changes to the Work, requiring Seller to submit a written change order detailing adjustments to pricing or timelines. Changes are valid only if approved in writing by FSG.

6. Indemnity

Seller agrees to indemnify and defend FSG and its affiliates against any claims, damages, or losses arising from:

• Breach of the Agreement or applicable laws.
• Intellectual property infringement.
• Employee or contractor payment disputes.
• Bodily injury, death, or property damage involving Seller’s personnel.

FSG reserves the right to control or approve settlements involving indemnified claims.

7. Warranties

(a) General Warranties

Seller warrants that the Work:

• Is free from liens and encumbrances.
• Complies with all specifications and industry standards.
• Is fit for intended use and free from defects.
• Complies with all applicable laws and regulations.

(b) Warranty Period

These warranties remain valid for two years after acceptance. Seller must repair, replace, or re-perform defective Work at its expense.

8. Site Work

If Seller performs Work at FSG’s Premises, Seller must:

• Comply with FSG’s safety policies and obtain necessary permits.
• Maintain a clean work area and dispose of waste properly.
• Adhere to hazardous substance handling laws.

9. Insurance

Seller must maintain insurance coverage, including:

• General Liability: $2 million per occurrence.
• Automobile Liability: $2 million per accident.
• Professional Liability: $5 million.
• Cybersecurity and Data Protection: $5 million.

Insurance policies must name FSG as an additional insured and include a waiver of subrogation.

10. Shipping and Packing

Unless specified otherwise, Goods must be delivered F.O.B. Premises with clear labeling, packing lists, and PO numbers. Risk of loss remains with Seller until acceptance.

11. Property and Work Product

• Materials provided by FSG remain FSG’s property.
• All Work Product created under this Agreement is FSG’s exclusive property.
• Pre-existing intellectual property owned by Seller is licensed to FSG for unrestricted use.

12. Termination

(a) Termination for Cause

Either party may terminate for cause with 30 days’ notice if the other party breaches the Agreement and fails to cure. FSG may also terminate for convenience with written notice.

(b) Payment Obligations Upon Termination

FSG will pay Seller for accepted Work but may deduct costs for completing unfinished Work elsewhere.

13. Confidentiality and Data Security

Seller must:

• Protect FSG’s confidential information.
• Maintain industry-standard cybersecurity measures.
• Notify FSG immediately of any data breaches.

All Data remains the sole property of FSG.

14. Governing Law

The Agreement is governed by the laws of Virginia. Legal disputes shall be resolved in Virginia courts. Both parties waive their right to a jury trial.

15. Hazard Communication

If any Goods fall under OSHA’s Hazard Communication Standard, Seller must provide a Material Safety Data Sheet (MSDS) and label Goods accordingly.

16. Miscellaneous

• The Agreement does not create an employer-employee or partnership relationship.
• FSG may seek injunctive relief for contract violations.
• All remedies are cumulative and non-waivable.
• Seller may not assign the Agreement without FSG’s written consent.