Purchase Order Terms & Conditions

Standard Purchase Order Terms & Conditions.

Boundary Communications LLC (trading as Indigo Forward) | Version October 2026

Application and definitions. These conditions apply to purchase orders (POs) issued by Boundary Communications LLC trading as Indigo Forward (Buyer) to the named supplier (Supplier), for goods and/or services including AV equipment, installation, engineering, programming, commissioning and subcontract labor. “Writing” includes email from an authorized representative. The Buyer’s legal contracting entity must match the entity identified on the PO.

1. Order acceptance and priority

A PO is an offer by Buyer, not acceptance of any Supplier quotation or terms. Supplier must expressly acknowledge the PO and these conditions in writing before commencing fulfilment. Acceptance by conduct may also arise from procurement, dispatch or performance, but Buyer should not rely on conduct alone. Supplier terms in quotations, order acknowledgements, invoices, portals, websites or delivery notes are excluded unless Buyer expressly accepts them in writing. A separately signed master agreement or statement of work (SOW) expressly governing the PO prevails to the extent of inconsistency. No PO amendment binds Buyer without written authorization.

2. Scope and specification

Supplier shall provide only the goods and services described in the PO, in the specified quantities, models, SKUs, technical requirements and locations. Supplier shall promptly flag discrepancies and must not substitute products, components, personnel, services or specifications without Buyer’s prior written approval. Unauthorized additional quantities or services are at Supplier’s risk and cost.

3. Fixed price and expenses

PO prices are fixed and include packing, handling, transport, insurance, administration, travel and expenses unless expressly itemized otherwise, plus properly chargeable TAX. No currency, manufacturer, fuel, freight or other surcharge, or increase in price, is payable without Buyer’s prior written approval. Supplier bears the cost of correcting its own errors.

4. Goods and conformity

Goods shall be new, genuine, unused, free of defects, of satisfactory quality, fit for their ordinary purpose and any particular purpose communicated to Supplier, and comply with the PO, approved drawings, manufacturer specifications, applicable laws and relevant safety standards. Supplier shall provide required licenses, certificates, accessories, manuals and documentation. Refurbished, counterfeit, grey-market or substituted goods require Buyer’s express written approval.

5. Delivery, delay and cancellation

Goods must be delivered to the stated location. Supplier must immediately notify Buyer in writing of any actual or anticipated delay, its cause, revised date and mitigation plan. If delivery is more than 30 calendar days after the PO date, Buyer may cancel all or any undelivered portion by written notice without cancellation charge or liability for those undelivered items. For a Critical delivery, Buyer may cancel the affected undelivered portion immediately on missing the deadline; Buyer may also exercise earlier termination rights available for repudiatory or material breach. Buyer may purchase replacement goods elsewhere and seek reasonably foreseeable, evidenced additional direct costs recoverable at law, subject to any applicable agreed limitation of liability. Buyer is not required to accept unapproved partial or early deliveries causing additional cost.

6. Cancellation before dispatch / commencement

Buyer may cancel standard, non-bespoke goods at any time before dispatch, and services before commencement, by written notice without charge, unless a cancellation fee was expressly agreed in writing before the PO was accepted. For bespoke, made-to-order or non-returnable goods, Supplier may recover only reasonable, unavoidable, properly evidenced third-party costs incurred before cancellation, less sums saved or recoverable through mitigation, and only to the extent such liability was expressly agreed in writing before acceptance. No lost profit, general overhead or unsubstantiated restocking fee is payable. Supplier shall promptly stop work and mitigate costs following notice.

7. Title, risk and inspection

Risk remains with Supplier until delivery at the specified location to Buyer or its nominated recipient. Title passes on the earlier of payment or delivery, free of liens and third-party rights, to the extent legally possible. Signed delivery notes, receipt, inspection, payment and use do not waive rights in respect of latent defects or non-conformity. Buyer may inspect and test within a reasonable period after delivery, installation or commissioning.

8. Rejection, correction and refunds

Buyer may reject goods or services that are defective, damaged, incorrect, counterfeit or otherwise non-conforming and, subject to applicable law, require repair, replacement, re-performance, refund or credit. Supplier shall bear reasonable collection, removal, replacement, re-delivery and rectification costs attributable to its breach. Supplier shall collect rejected goods promptly; refunds of prepaid sums for cancelled or rejected undelivered/non-conforming items are due within 10 business days of written demand.

9. Services and personnel

Supplier shall perform services with reasonable skill, care and diligence, to applicable industry standards and agreed specifications and deadlines, using appropriately qualified and competent personnel. Supplier is responsible for its personnel, safe working methods, testing and commissioning, and correction of deficient work at no additional charge.

10. Customer premises and security

At Buyer or customer sites, Supplier shall comply with site rules, access, health and safety and information-security requirements; minimize disruption; protect property and systems; and not photograph, record or publicize a project without prior written consent. Supplier shall promptly report incidents, damage and security breaches.

11. Subcontracting

Supplier shall not subcontract a material part of services without Buyer’s prior written approval. Supplier remains fully responsible for its subcontractors’ acts, omissions, quality, safety and confidentiality.

12. Changes and extras

No variation to scope, quantities, specifications, deadlines or price is binding without Buyer’s prior written approval referencing the PO. Supplier must obtain written approval of the cost and effect of additional work before proceeding. Buyer is not liable for unauthorized extras.

13. Invoices and payment

Invoices must identify the PO number, supplier, invoice date/number, project reference (if provided), descriptions, quantities, agreed prices and applicable TAX. Unless the PO states otherwise, Supplier may invoice goods only after delivery and services after the relevant accepted milestone. Undisputed invoices are payable 30 days after receipt of a valid invoice, subject to agreed terms. Buyer may withhold genuinely disputed amounts in good faith, giving reasons, but shall pay undisputed sums when due. Payment does not constitute acceptance.

14. Warranties and after-sales support

Supplier shall pass through all applicable manufacturer warranties, provide reasonable support for warranty claims, and honor any additional warranty specified in the PO or signed agreement. Supplier shall promptly remedy workmanship or service defects attributable to its breach, at its own cost. Statutory rights are preserved.

15. Liability and indemnities

Supplier shall be liable for losses and damages recoverable under applicable law resulting from its breach of the Purchase Order, negligence or willful misconduct, including acts or omissions of its personnel and subcontractors. Recoverable losses may include reasonable, documented costs of replacement procurement, removal, reinstallation, engineering, testing and correction of defective or nonconforming Goods or Services, to the extent caused by Supplier’s breach. Buyer shall take reasonable steps to mitigate its losses.

To the fullest extent permitted by applicable law, Supplier shall indemnify and hold harmless Buyer and its officers, directors and employees against third-party claims, damages, liabilities and reasonable costs, including reasonable attorneys’ fees, to the extent arising from: (a) bodily injury, death or property damage caused by Supplier’s or its personnel’s or subcontractors’ negligent acts or omissions or willful misconduct; (b) infringement of intellectual property rights by Goods or deliverables supplied by Supplier, except to the extent caused by Buyer-required designs or unauthorized modifications; or (c) Supplier’s violation of applicable law. Supplier shall not be required to indemnify any party to the extent a claim results from that party’s own negligence or willful misconduct.

Buyer shall promptly notify Supplier of any claim for indemnification and provide reasonable cooperation at Supplier’s expense. Supplier shall not settle any claim imposing liability, an admission or a non-monetary obligation on Buyer without Buyer’s prior written consent.

Supplier shall maintain the insurance required under Clause 18. Insurance coverage shall not itself limit Supplier’s liability. Any liability cap or exclusion expressly agreed in a signed agreement governing the Purchase Order shall apply according to its terms, except to the extent prohibited by applicable law.

16. Confidentiality and publicity

Supplier shall protect Buyer and customer confidential information, including prices, designs, plans, credentials, systems and project details, and disclose it only to personnel bound by appropriate confidentiality obligations on a need-to-know basis. Supplier shall not use Buyer or customer names, logos or project details in marketing or case studies without prior written consent. These obligations survive termination.

17. Intellectual property and deliverables

Each party retains its pre-existing IP. Supplier grants Buyer and its customer a perpetual, worldwide, non-exclusive, royalty-free license to use, maintain and modify project-specific deliverables supplied under the PO to the extent necessary to operate and support the installation, excluding third-party software subject to disclosed license terms. Any assignment of bespoke IP must be expressly specified in the PO or SOW. Supplier warrants have the rights necessary to grant the agreed licenses.

18. Data protection, insurance and compliance

Supplier shall comply with applicable data protection laws, including all applicable United States federal and state privacy, data protection and data security laws, including the California Consumer Privacy Act, as amended, where applicable. Where relevant and promptly notify Buyer of any actual data breach affecting the order.

Supplier shall maintain insurance coverage appropriate to the Goods and Services supplied, including commercial general liability insurance with products and completed operations coverage, workers’ compensation coverage as required by applicable law, employers’ liability insurance, professional liability (errors and omissions) insurance where relevant, and any other insurance required by applicable law or expressly specified in the Purchase Order. Supplier shall provide certificates of insurance and other reasonable evidence of coverage upon Buyer’s request.

Supplier shall comply with all applicable federal, state and local laws and regulations relating to occupational health and safety, anti-bribery and anti-corruption, human trafficking and forced labor, economic sanctions, export controls, employment and environmental protection.

Any processing of personal data on Buyer’s behalf that requires a data-processing agreement under applicable United States federal, or state privacy laws shall be governed by a separate written data-processing agreement meeting those requirements, entered into before such processing begins.

19. Termination and force majeure

Buyer may terminate all or part of a PO by written notice for an irremediable material breach, a remediable material breach not cured within a reasonable period specified in written notice, insolvency (subject to applicable law), serious safety/security breach or material confidentiality breach. Neither party is liable for delay caused by events beyond reasonable control if it promptly notifies the other, mitigates and resumes performance. If such delay continues for more than 30 days, Buyer may cancel the affected undelivered/unperformed portion without further charge, subject to accrued payment obligations for conforming goods/services already supplied. Force majeure does not automatically justify a price increase.

20. General and governing law

Supplier may not assign the PO without Buyer’s prior written consent. The PO, these conditions and any expressly incorporated documents form the agreement, subject to a signed overriding agreement. No failure or delay to enforce a right is a waiver. Invalid provisions are severable.

Except as expressly provided in these Terms, no person or entity other than the parties shall have any rights or remedies under this Purchase Order as a third-party beneficiary.

This Purchase Order and any dispute arising out of or relating to it shall be governed by the laws of the State of New York, without regard to its conflict-of-laws principles.