June 11th 2015
Google supplier purchase order terms and conditions
Introduction. These terms and conditions (“Terms and
Conditions”) together with a Purchase Order form an “Agreement”
between the Google entity specified on the Purchase Order (“Google”) and
the supplying party specified on the Purchase Order (“Supplier”) for the
purchase of all Products or Services provided by Supplier, directly or indirectly, to or
for Google, under the applicable Purchase Order. No terms other than the Agreement will
apply to Supplier’s provision of Products or Services, except if the parties have
executed a separate written agreement governing the Products or Services
(“Existing Agreement”), in which case the Existing Agreement will
govern. If there is a conflict between these Terms and Conditions and any Purchase Order,
these Terms and Conditions govern.
means all IP owned, created or discovered by a party: (a) before Supplier
performs Services, or (b) independent of the Agreement.
“Defect” or “Defective”
means with respect to a Product a failure to meet the Product warranties in
Sections 8.2(A) and 8.2(B).
means custom work product that Supplier creates under a Purchase Order.
means any IP other than Background IP created or discovered by Supplier or
Google in connection with the Agreement.
“Intellectual Property Rights”
means all patent rights, copyrights, trademark rights, rights in trade
secrets, database rights, moral rights, and any other intellectual property rights
(registered or unregistered) throughout the world.
means anything protectable by an Intellectual Property Right.
means product, including hardware and software, sold by Supplier, including
means a purchase order (including any incorporated attachments) for Product or
Services submitted to Supplier by Google.
means services provided by Supplier.
means those specifications (if any) identified in a Purchase Order or as the
parties may otherwise agree to in writing.
means all applicable taxes and similar obligations, except for taxes based on
Supplier’s net income, net worth, employment, personal and real property, and
“Third Party Materials”
means any information or materials owned by a third party or any open source
means the 12-month period starting on the date Google accepts a Product.
- The words “include” and “including” mean
“including but not limited to.”
- Written communication includes email.
- When examples are provided in these Terms and Conditions, they are for
illustrative purposes only, and are not the exclusive examples of a particular
concept or provision.
Ordering Product and Services.
Google may submit Purchase Orders in writing, including electronic
transmission. Unless the parties mutually agree otherwise in writing, Purchase
Orders will state prices, delivery dates, and delivery locations for Products and
Google may reschedule Products or Services, change the delivery destination
for Products in any Purchase Order, change the Services provided under any Purchase
Order, or cancel any Purchase Order upon written notice to Supplier at any time
before the scheduled delivery or completion date, as applicable, at no cost to
Google, except that if requested changes materially increase or decrease the cost
to provide Products or Services, the parties will negotiate an appropriate
adjustment to their obligations under the Purchase Order. Supplier will not
unreasonably withhold or delay agreement to any change requested by Google.
Supplier will stop work on the applicable Purchase Order immediately upon
receipt of a cancellation notice from Google. If Google cancels a Purchase Order
for Services before the scheduled delivery date, Supplier may invoice Google for
work completed at a pro-rated price based upon the percentage of work completed
prior to the date of cancellation, and Supplier will immediately ship to Google all
Deliverables and work-in-progress that are the subject of such invoice.
Delivery Terms; Title Transfer. Unless otherwise specified in
the Purchase Order, Supplier will deliver Products DDP (Incoterms 2010) to the
delivery destination stated in the Purchase Order, with title and risk of loss
transferring from Supplier to Google at the delivery destination.
Trade Compliance. When Supplier is responsible for exporting
or importing Product, Supplier will obtain all authorizations and permits
necessary to fulfill all applicable governments’ requirements for Product
Import/Export Information. Upon Google’s request, Supplier
will provide Google with any information Google reasonably requests regarding
Product importation, exportation or distribution.
Supplier will package Products according to any instructions Google provides
in a Purchase Order, and if none are provided, then according to good commercial
practice to ensure safe arrival of the Products.
Google may refuse any delivery made more than 5 days before the delivery date
and Supplier will re-deliver the Product on the correct date at Supplier’s expense.
Google may return to Supplier, at Supplier’s expense, any quantity of Product
exceeding that specified in the Purchase Order.
Late Product Delivery.
If a Product shipment (or part of a shipment) is late, Supplier will: (i)
immediately propose a new delivery date, (ii) use best efforts to expedite delayed
Product at Supplier’s expense, and (iii) issue Google a discount or refund on the
purchase price for Product delivered late, unless otherwise agreed by the parties.
Notwithstanding the foregoing Section 3.5, Google may (a) cancel without liability
the applicable Purchase Order or portions of the Purchase Order for late Product
not yet delivered, or (b) cover for late Product by sourcing products from another
supplier, at Supplier’s reasonable expense.
Inspection, Acceptance, Rejection.
Inspection and Acceptance.
Google may inspect Product and return Defective Product. Any Product or
Service not rejected within 30 days of receipt will be deemed accepted by Google.
Google’s payment to Supplier for Product or Services will not be treated as
At Google’s option, Google may: (i) return rejected Products, and Supplier
will immediately replace returned Products, at Supplier’s expense, including all
freight costs; or (ii) use the defective Products and obtain a reduction in price.
Defect Replacement Procedure.
- For Product that is discovered Defective during the Warranty Period, Supplier
will, at its expense and at Google’s option,
- replace or repair Defective Product and re-deliver such repaired or
replaced Product to Google within a commercially reasonable timeframe agreed
to by Google,
- refund Google the Product purchase price within 30 days of receiving
Google’s notice that a Product is Defective, or
- reimburse Google for the reasonable cost to have the Product repaired
within 30 days after receiving Google’s invoice.
- Supplier is responsible for all costs, damages, and liabilities incurred by
Google as a result of Defective Product.
- All Products undergoing repair will at all times remain Google’s property.
- Supplier will warrant replacement Product for the longer of 90 days following
Google’s acceptance of the replacement Product or the remainder of the original
Product’s Warranty Period.
Invoice Issuance and Payment.
- Supplier will invoice Google upon Google’s acceptance of the Products and
- Except as specifically stated in the Purchase Order, Supplier will be
responsible for all costs it incurs in connection with providing the Services.
- Google will pay any undisputed portion of an invoice for accepted Products or
Services within 30 business days following the later of: (i) delivery of the
Products or completion of Services, or (ii) receipt of a correct invoice by
Google’s accounts payable department. Correct invoices must include Purchase
Order number, complete bill-to address, Product part numbers and quantities,
description of Products or Services, unit prices, applicable tax or other
charges, and extended totals.
- Google is not obligated to pay any invoice submitted 180 days or more after a
Product is shipped or Services are completed.
- In addition to other rights and remedies Google may have, Google may offset
any payment obligations to Supplier that Google may incur under the Agreement
against any fees owed to Google and not yet paid by Supplier under the Agreement
or any other agreement between Supplier and Google.
If Google initiates an invoice dispute, Google will include a written
description of the disputed portion of the invoice. Upon Google’s request, Supplier
will issue separate invoices for undisputed and disputed amounts. Payment of
undisputed amounts will not limit Google’s right to object and refuse payment of
Prices do not include any applicable Taxes. If Supplier is legally obligated
to collect applicable Taxes, Supplier must state each applicable Tax as a separate
line item on its invoice to Google. Google will pay Taxes separately stated on
correct, undisputed, and timely invoices for applicable Products or Services,
unless Google provides Supplier with a valid tax exemption certificate. To be
correct, invoices for value-added Tax or goods and services Tax must meet all of
the relevant Tax authority’s requirements (to allow Google to obtain relief from
such Tax if available). If Google is obligated to withhold any Taxes from its
payments to Supplier, Google will make the payments net of the withheld amounts.
Product License; Limitations.
Product License Grant.
- For those portions of a Product that are Deliverables, Section 7.4 (Services
Intellectual Property Rights; Licenses) will apply.
- For those portions of a Product that are not Deliverables, Supplier grants
Google, its affiliates, distributors, and end users a perpetual, irrevocable,
non-exclusive, worldwide, fully paid-up, royalty-free license to use, modify,
sell, offer for sale, import, and otherwise dispose of the Product, including any
bug fixes, updates or upgrades developed by Supplier for the respective Product.
Nothing in this Agreement grants a party any license, right, or interest in
the other party’s trademark(s), trade name(s) or service mark(s). Neither party
will alter or modify any proprietary rights notices on the other party’s IP.
To the extent that Supplier provides Services, this Section 7 will also apply.
- develop, test, and deliver to Google all Deliverables in accordance with the
applicable Purchase Order, and, if requested by Google, provide Google with
supporting documentation evidencing Supplier’s testing, and all assistance
necessary for Google to fully inspect the Deliverables;
- provide all materials, equipment, and personnel necessary for performing the
Services unless stated otherwise in the Purchase Order;
- provide Google with status reports regarding Supplier’s progress on
Deliverables, at the frequency requested by Google;
- comply with all applicable Google policies if and when Supplier is at
Notwithstanding any acceptance by Google, if any Services do not meet the
applicable warranties or other criteria under the Agreement, at Google’s option,
- require Supplier to re-perform the non-conforming Services at no charge to
- re-perform the non-conforming Services itself, or have a third party do this,
and charge Supplier the reasonable cost of this re-performance;
- accept the Services and obtain a reduction in price; or
- reject the non-conforming Services and obtain a refund from Supplier for all
amounts paid in relation to these Services.
Upon Google’s request, Supplier will perform a failure analysis of any
returned Deliverable that is suspected to be Defective. Supplier will use
reasonable efforts to provide Google with (a) an initial assessment of the Defect’s
cause(s) within 1 week of receiving the returned Deliverable; and (b) a final
assessment of the Defect’s root cause within 3 weeks of receiving the returned
Services Intellectual Property Rights; Licenses.
Ownership. Subject to Supplier’s Intellectual Property Rights
in any of Supplier’s Background IP incorporated in any Deliverables (and any
applicable third parties’ Intellectual Property Rights in Third Party Materials
approved by Google in accordance with 7.4(D)):
- Title to the Deliverables will transfer to Google upon delivery.
- Google owns any Developed IP.
- The Developed IP is a work made for hire to the extent permitted by
applicable law, and Google retains all Intellectual Property Rights in the
- To the extent that Supplier or any of its personnel, subcontractors or
agents own any rights in the Developed IP, Supplier assigns (or will procure
the assignment of) all rights (including Intellectual Property Rights),
title, and interest in the Developed IP to Google. If applicable law prevents
future assignments, Supplier will assign (or will procure the assignment of)
such rights as these are created.
- If applicable law prevents Supplier from transferring ownership of any
Developed IP to Google, Supplier grants Google a perpetual, irrevocable,
exclusive, royalty-free, fully-paid, transferrable, worldwide license (with
the right to sublicense) to make, use, import, offer for sale, sell, export
any component of, reproduce, prepare derivative works of, distribute,
publicly perform, and publicly display the Developed IP.
- If requested by Google, Supplier will timely perform all acts reasonably
necessary to accomplish the assignments and other transactions specified in
- Supplier will not assert, and to the extent permitted by applicable law,
otherwise waives, any moral rights in the Deliverables and Developed IP, and
will ensure that all of its personnel, subcontractors, and agents and other
third parties who have moral rights in the Deliverables will also not assert,
and to the extent permitted by applicable law, will waive, those moral
Supplier Background IP License. If Supplier includes any
Supplier Background IP in any Deliverables, Supplier must describe such
Background IP in writing, and Supplier grants to Google and its affiliates a
perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide
license (with the right to sublicense) to:
- reproduce, prepare derivative works of, distribute, publicly perform,
publicly display, and otherwise use the Supplier Background IP, in connection
with the Deliverables and Developed IP; and
- make, use, sell, offer for sale, import, export any component of, and
otherwise dispose of the Supplier Background IP, in connection with the
Deliverables and Developed IP.
Google Resources License.
License. If Google provides Supplier with any Google
Background IP or Developed IP, software, equipment, tooling, or other
materials in connection with this Agreement to provide Services (“Google
Resources”), Google grants Supplier a limited, non-exclusive,
non-transferable, royalty-free license (with the right to sublicense only
to its subcontractors authorized by Google under Section 12.3 (Delegation
and Subcontracting)) to use those Google Resources solely for the purpose
of, and only to the extent needed, performing Services or making
Deliverables for Google.
Conditions. Supplier will be responsible for the use and
protection of the Google Resources and will, at Google’s option, replace or
reimburse Google for the replacement cost of any Google Resources lost or
damaged before its return to Google.
Return. Supplier will return the Google Resources to
Google immediately after provision of all Deliverables and Services or any
termination of this Agreement.
Third Party Materials. Supplier will not incorporate any Third
Party Materials into any Deliverable without Google’s prior written approval of
such incorporation and any applicable license terms.
Background IP Limitations. Nothing in this Agreement grants a
party any license, right, or interest in the other party’s Background IP under
the Agreement, except for the licenses granted in this Section 7.
Representations and Warranties, Disclaimers.
Each party represents and warrants that: (a) it has the full power to enter
into this Agreement, carry out its obligations under this Agreement, and grant the
rights and licenses it grants the other in this Agreement; (b) its compliance with
this Agreement will not violate any agreements it has with any third party; (c) it
is an equal opportunity employer and will comply with all applicable employment and
nondiscrimination laws, including laws applicable to U.S. federal government
Supplier represents and warrants that:
Specifications. The Products and Services will comply with
their Specifications and will be of satisfactory quality and reasonably fit for
any purpose made known to Supplier.
Products. Products will be new, unused, and not refurbished at
the time of delivery, and will be safe for normal use and free from defects in
design, materials, and workmanship during the Warranty Period.
Software. For software provided by Supplier, (i) there is no
open source software in the Products (or any other items provided by Supplier),
unless Supplier has notified Google in writing before delivery and Google has
consented in writing to accepting this open source software, and (ii) the
software will not damage, interfere with, or permit unauthorized access to any
other existing products or systems on which it is installed or any information
residing on those products or systems.
Quality. Supplier’s performance under this Agreement will be
of professional quality and performed consistent with generally accepted
License Rights; No Claims. Supplier (i) owns or has properly
licensed all Products and Services provided by Supplier under this Agreement
and Google will acquire good and clear title, and (ii) has no knowledge of any
unresolved claims, demands, or pending litigation alleging that the Products or
Services infringe or misappropriate any Intellectual Property Rights of any
Pass-Through. Supplier will, to the extent it is contractually
permitted to do so, provide to Google the benefits of manufacturers’ or
suppliers’ warranties and guarantees for material or equipment incorporated
into the Products or Services, and will perform its responsibilities so that
such warranties or guarantees remain in full effect.
Confidentiality. Supplier will (i) keep confidential the terms
of this Agreement and all non-public and proprietary Google information, and
will only use such information to provide Products and Services under this
Agreement, and will not disclose such information except to the extent required
by law after giving reasonable notice to Google, if permitted by law; and (ii)
not use in providing Products or Services or disclose to Google any materials
or documents of another party considered confidential or proprietary unless it
has obtained written authorization from that party and Google.
Insurance. Supplier will maintain: (i) insurance against
general liability and property damage, (ii) workers compensation insurance as
required by law where Services will be provided, including employer’s liability
coverage; and (iii) additional insurance limits and coverages as Google may
require, depending upon Services provided.
Compliance with Supplier Code of Conduct. Supplier will comply
with the Supplier Code of Conduct (available at http://www.google.com/about/company/responsible
-manufacturing.html or such other URL as Google may provide).
Compliance with Laws. In connection with this Agreement,
Supplier, its personnel, subcontractors, and agents will comply with all
applicable laws, directives, and regulations, including anti-bribery laws,
conflict minerals laws, employment laws, import/export laws, materials disposal
laws, and data privacy laws, including the following:
- In performing its obligations under the Agreement, Supplier will comply
with all applicable commercial and public anti-bribery laws, including the
U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010,
which prohibit both direct and indirect corrupt offers of anything of value
to anyone, including government officials, to obtain or keep business or to
secure any other improper commercial advantage. Furthermore, Supplier will
not make any facilitation payments, which are payments to induce officials to
perform routine functions they are otherwise obligated to perform.
“Government officials” include any government employee, candidate for public
office, and employee of government-owned or government-controlled companies,
public international organizations, and political parties.
- Upon request, Supplier will provide a complete and accurate conflict
mineral report detailing the source and chain of custody of conflict minerals
(in a format that is at least as comprehensive as the EICC/GeSI reporting
template) for each Product.
Personal Information Safeguards.
- Under this Agreement, Supplier will not receive, or have access to, use or
store Personal Information (as defined below). If however, Supplier receives, or
has access to, uses or stores Personal Information under this Agreement, then
this Section 8.3 will apply (in addition to Section 8.2(G) (Confidentiality)).
“Data Protection Law” means: (a) the Directive 95/46/EC of the
European Parliament and of the Council of 24 October 1995 (as updated); (b) any
other applicable data privacy legislation or regulation; and (c) Google’s
or such other URL as Google may provide).
“Personal Information” means any information relating to an
identified natural person or a directly or indirectly identifiable natural
- To the extent Supplier receives, or has access to, uses or stores Personal
Information under this Agreement Supplier will:
- immediately notify Google;
- implement and maintain administrative, physical, and technical safeguards
(“Safeguards”) that meet or exceed relevant industry standards and that
protect the security and privacy of Personal Information. Supplier will not
permit access to Personal Information except to those who need to know it in
order to perform under this Agreement, and will ensure that any third party
accessing Personal Information protect it with Safeguards at least as strong
as supplier’s Safeguards;
- upon Google’s instruction, delete such Personal Information immediately
or return it to Google in a secure manner and delete all remaining copies of
Personal Information after such return and provide documentation of the
deletion to Google;
- not use the Personal Information for any other purpose than compliance
with its’ obligations under this Agreement; and
- if Supplier has reason to believe that Personal Information is reasonably
likely to have been accessed for an unauthorized purpose or by unauthorized
persons (an “Incident”): (a) promptly notify Google by emailing firstname.lastname@example.org; (b)
reasonably assist Google in investigating and remedying any Incident and any
related inquiry or claim; and (c) provide Google with reasonable assurance
that Supplier has corrected all circumstances under Supplier’s control that
led to the Incident.
Transfer Regulations; No liability for personnel.
- Because the parties have entered into the Agreement with the intent that
under no circumstances will either the Services or the Agreement give rise to any
transfer of employment under Transfer Regulations, neither Google, its
affiliates, nor any Replacement Supplier will have any liability for any of
Supplier’s current or former personnel, whether under Transfer Regulations or
- “Transfer Regulations” means the Transfer of Undertakings (Protection of
Employment) Regulations 2006 and any other applicable national regulations
implementing the European Council Directive 2001/23/EC.A.
- “Replacement Supplier” is a third party that Google or its affiliates engages
to replace Supplier (in whole or in part) in performing services that are the
same as or similar to the Services. To the extent permitted by applicable law,
Replacement Suppliers will be third party beneficiaries under this Section 8.4,
provided that the parties may amend any part of this Agreement without the
Replacement Supplier’s consent, even if that amendment affects or will affect the
benefits conferred on the Replacement Supplier.
Except for the express warranties contained in this agreement, no other
warranties are expressed or implied, including any implied warranties of merchant
ability and fitness for a particular purpose.
Defense and Indemnity.
Supplier will defend and indemnify Google and its affiliates, directors,
officers, and employees against all liabilities, damages, losses, costs, fees
(including legal fees), and expenses relating to any allegation or third-party
legal proceeding to the extent arising from:
- Supplier’s breach of this Agreement;
- Supplier’s negligence, willful misconduct, fraud, misrepresentation, or
violation of law;
- any property damage, personal injury, or death related to Supplier’s
performance under this Agreement or use of a Product or Service; or
- claiming that use, possession, or sale of the Products or Services violates
or infringes a third party’s rights, including Intellectual Property Rights.
- any allegation, claim or determination by a court or agency that (A) any of
Supplier’s personnel is an employee of Google or (B) the Services or this
Agreement have given rise to any transfer of employment under Transfer
Regulations or otherwise; or
- any allegation by Supplier’s personnel or a third party under applicable
labor or employment laws (including claims related to engagement, employment or
termination of Supplier’s personnel), except to the extent caused by Google’s
unlawful acts or omissions.
If an injunction preventing continued use of any Products or Services is
threatened or granted, Supplier will do the following at its sole expense:
- procure the right to continue providing the Products or Services in
compliance with this Agreement; or
- modify the Products or Services to make them non-infringing without
materially reducing their functionality; or
- replace the Products or Services with a non-infringing,
Limitations of Liability.
In section 10, “liability” means any liability, whether under contract, tort, or
otherwise, including for negligence.
Subject to section 10.4, neither party will have any liability arising out of or
relating to this agreement for:
The other party’s lost revenues;
Indirect, special, incidental, or consequential losses (whether or not
foreseeable or contemplated by the parties at the effective date); or
Exemplary or punitive damages.
Subject to sections 10.2 and 10.4:
Except as set forth in sub-section (b), each party’s aggregate liability
arising out of or relating to this agreement is limited to the amount payable
by google to supplier under the applicable purchase order; and
Each party’s aggregate liability under section 9 (defense and indemnity) is
limited to the greater of the amount payable by google to supplier under the
applicable purchase order or us$1,000,000.
Exceptions to Limitations.
Nothing in this agreement excludes or limits either party’s liability for:
Death or personal injury resulting from its negligence or the negligence of
its employees or agents;
Fraud or fraudulent misrepresentation;
Breach of section 8.2(g) (confidentiality);
Infringement of the other party’s intellectual property rights; or
Matters for which liability cannot be excluded or limited under applicable
- Either party may terminate this Agreement:
- immediately for breach of confidentiality; and
- upon written notice if the other party materially breaches any other
provisions of this Agreement and fails to remedy that breach within 30 days
after written notice.
- Google may terminate this Agreement for convenience upon 45 days’ written
- Termination of the Agreement terminates all outstanding Purchase Orders
effective as of the termination notice date, subject to Section 2.3
Supplier’s obligations to deliver non-cancelled Product and Sections 1, 2.3,
4.2, 4.3, 6, 7.4(A), 7.4(B), 7.4(D), 8, 9, 10, 11.2, and 12 will survive any
termination of the Agreement.
Supplier will maintain in reasonable detail accurate records relating to this
Agreement. For a period of one year after the date of each Purchase Order, Google
and its agents may audit Supplier’s relevant records to confirm compliance with
Neither party will be liable for failure or delay in performance to the extent
caused by circumstances beyond its reasonable control.
Delegation and Subcontracting.
Supplier may not subcontract any of its obligations under this Agreement
without Google’s written consent. Supplier will remain liable for all subcontracted
obligations and all acts or omissions of its subcontractors.
Neither party may assign any part of this Agreement, without the written
consent of the other, except that Google may assign any rights or obligations under
this Agreement to an affiliate.
Change of Control.
If a party experiences a change of control (for example, through a stock
purchase or sale, merger, or other form of corporate transaction) that party will
give written notice to the other party within 30 days after the change of control.
All claims arising out of or relating to this agreement will be governed by
california law, excluding california’s conflict of laws rules, and will be
litigated exclusively in the federal or state courts of santa clara county,
california, usa; the parties consent to personal jurisdiction in those
- If the United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transactions Act are otherwise
applicable, the parties expressly exclude them from applicability under the
This Agreement does not create any agency, partnership or joint venture
between the parties, nor does it create the relationship of employer or employee
between Google and Supplier or between Google and any of Supplier’s personnel.
All notices of termination or breach must be in English, in writing, and
addressed to the other party’s Legal Department. The address for notices to
Google’s Legal Department is email@example.com. All other notices
must be in English, in writing and addressed to the other party’s primary contact.
Notice will be treated as given on receipt, as verified by written or automated
receipt or by electronic log (as applicable).
If any term (or part of a term) of this Agreement is invalid, illegal or
unenforceable, the rest of the Agreement will remain in effect.
Neither party will be treated as having waived any rights by not exercising
(or delaying the exercise of) any rights under this Agreement.
No Third Party Beneficiaries.
This Agreement does not confer any benefits on any third party unless it
expressly states that it does.
Entire Agreement, Modification.
This Agreement sets out all terms agreed between the parties and supersedes
all other agreements between the parties relating to its subject matter. Any
amendment must be in writing, signed by both parties, and expressly state that it
is amending this Agreement. In entering into the Agreement neither party has relied
on and neither party will have any right or remedy based on, any statement,
representation or warranty (whether made negligently or innocently), except those
expressly set out in the Agreement.