Policy and Documentation

Acceptance. Any purchase order (“PO”) issued by Gibson Brands, Inc. or any of its affiliates (“Gibson”) under these terms and conditions (“Terms”) shall become a binding contract upon the earlier of (i) your (“Seller”) written acceptance of a PO to which these Terms are attached, (ii) commencement of performance of any services by Seller (“Services”), or (iii) shipment of any goods, products, materials, supplies, equipment, or software (whether in object or source code and whether installable, available on a software-as-a-service basis, or embedded in any Goods, including any firmware, middleware, database, operating system, application, user interface, and machine code) (“Goods”) to Gibson, in each case within the time frame(s) set forth in the applicable PO. No course of dealing or usage of trade shall be used to modify, supplement, or explain any term herein. Any different or additional terms or conditions in any Seller quotation, acknowledgment, commencement, or invoice shall constitute a counteroffer, and no contract shall exist unless accepted in writing by Gibson. Notwithstanding the foregoing, if Seller has commenced performance prior to Gibson’s written acceptance, then such additional or different terms shall be deemed null and void, and these Terms shall prevail. In no event shall Gibson be bound by any “shrink-wrap,” “click-wrap,” or other similar terms or conditions for any Goods or Services. Gibson may, from time to time, change or supplement these Terms upon notice to Seller to apply to any Services performed or Goods provided following such notice. For the avoidance of doubt, nothing in these Terms is intended to supersede the terms of any agreements between Gibson and Seller that predate these Terms.

Changes. Gibson may, at any time, add, delete, or change all or any part of the scope of a PO, and Seller agrees to perform Services and/or deliver Goods accordingly. If any such addition, deletion, or change causes an increase or decrease in the cost of or in the time required to perform Services and/or deliver Goods, Seller shall submit detailed information substantiating such claims. If required in Gibson’s reasonable discretion, an equitable adjustment shall be made to the price, time of performance, or both, and the PO shall be modified in writing accordingly.