TERMS & CONDITIONS

  1. Definitions. The term “Affiliate(s)” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with a party. The term “Agreement” shall mean these Terms and Conditions, any applicable quality or performance requirements provided by 1776 Marketing Group, the content of any written or electronic purchase order or material release issued by 1776 Marketing Group to Supplier, and any exhibits or documents incorporated by reference. The term “1776 Marketing Group” shall mean 1776 Marketing Group, with its principal place of business at 680 S Cache St., Suite 100, Jackson, Wyoming 83001. The term “Supplier” shall mean the entity or individual to whom 1776 Marketing Group has issued a purchase order or material release. The term “Product(s)” shall mean the goods, materials, or items supplied under this Agreement. The term “Services” shall mean the services performed under this Agreement.
  2. Acceptance. This Agreement shall be deemed accepted upon the earliest of Supplier’s written acceptance, commencement of performance, delivery of Products, performance of Services, or acceptance of payment. Any additional or conflicting terms proposed by Supplier are rejected unless expressly agreed to in writing by 1776 Marketing Group.
  3. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or communications, whether written or oral, except for any separate written agreement expressly referenced herein.
  4. Prices. Prices stated in a purchase order are firm and not subject to increase unless expressly agreed to in writing by 1776 Marketing Group. No additional charges shall apply unless approved in writing.
  5. Taxes. Supplier shall be responsible for all taxes imposed on Supplier. 1776 Marketing Group shall be responsible only for sales or use taxes legally required to be paid by it.
  6. Invoices and Payment. Supplier shall invoice following delivery of Products or completion of Services. Unless otherwise stated in writing, payment terms shall be net ninety (90) days from receipt of a proper invoice. Payment does not constitute acceptance.
  7. Delivery and Performance. Time is of the essence. Supplier shall deliver Products and perform Services in accordance with the delivery dates and specifications stated in the applicable purchase order.
  8. Inspection and Acceptance. All Products and Services are subject to inspection and acceptance by 1776 Marketing Group. Acceptance shall not limit Supplier’s warranty obligations.
  9. Warranty. Supplier warrants that Products and Services shall be free from defects, conform to specifications, be fit for their intended purpose, and comply with applicable laws.
  10. Indemnification. Supplier shall indemnify and hold harmless 1776 Marketing Group from claims, damages, losses, and expenses arising out of Supplier’s breach, negligence, or willful misconduct.
  11. Insurance. Supplier shall maintain commercially reasonable insurance coverage appropriate to the Products or Services provided and furnish proof upon request.
  12. Confidentiality. Supplier shall protect confidential information of 1776 Marketing Group and use it solely for performance under this Agreement.
  13. Intellectual Property. Unless otherwise agreed in writing, each party retains ownership of its pre-existing intellectual property. Any work product created specifically for 1776 Marketing Group shall be owned by 1776 Marketing Group upon payment.
  14. Change Control. Supplier shall not make material changes to Products or Services that affect form, fit, function, quality, or performance without prior written approval from 1776 Marketing Group.
  15. Termination. 1776 Marketing Group may terminate this Agreement for convenience upon ten (10) days’ written notice, or immediately for material breach. Supplier shall be paid only for accepted Products or Services provided prior to termination.
  16. Independent Contractor. Supplier is an independent contractor and not an employee, agent, or partner of 1776 Marketing Group.
  17. Compliance with Laws. Supplier shall comply with all applicable federal, state, and local laws and regulations. Any industry-specific or federal-contractor obligations apply only if legally required for the applicable transaction.
  18. Assignment. Supplier may not assign or subcontract this Agreement without prior written consent from 1776 Marketing Group.
  19. Remedies. All remedies are cumulative and in addition to those available at law or equity.
  20. Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.
  21. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles. Any legal action shall be brought in state or federal courts located in Wyoming.
  22. Code of Conduct. Supplier shall conduct business ethically and in compliance with applicable laws and any reasonable written standards provided by 1776 Marketing Group.
  23. Survival. Provisions which by their nature should survive termination shall survive.