/ RealPage Purchase Order Terms and Conditions

RealPage Purchase Order Terms and Conditions

  1. ACCEPTANCE: In accordance with the Uniform Commercial Code, acceptance of this Purchase Order constitutes acceptance of the following terms and conditions. Fulfillment of any part of this Purchase Order, or any other conduct by Supplier which recognizes the existence of a contract pertaining to the subject matter of such Purchase Order, shall constitute acceptance by Supplier of such Purchase Order and all of the terms and conditions included or referenced herein. Supplier shall be deemed to have so assented and acknowledged unless Supplier notifies RealPage to the contrary in writing signed by Supplier’s authorized representative within ten (10) working days of receipt of the Purchase Order. RealPage objects to and shall not be bound by additional or different provisions in any document submitted by Supplier unless such provisions are expressly agreed to in writing signed by RealPage. RealPage’s acceptance and payment for material shipped and/or services rendered shall constitute acceptance of such material and/or services subject to the provisions herein, and shall not constitute acceptance of any additional or different terms submitted by Supplier.

  2. PRICE: This Purchase Order must not be filled at a higher price than shown on the Purchase Order. Unless another currency is specified on the Purchase Order, all monetary amounts are deemed to be expressed in U.S. dollars. If no price is shown, Supplier must notify the Buyer who issued the Purchase Order of the price and his/her acceptance must be obtained in writing before filling the Purchase Order. If this Purchase Order is not priced it shall not be filled at prices higher than those last quoted and charged for the same articles. Unless otherwise provided on the Purchase Order, delivery of goods shall be F.O.B. destination and Supplier will not charge for boxing, packing, crating or other charges. Supplier’s prices include any and all related customs duty.

  3. RIGHT OF INSPECTION AND REJECTION: Payment by RealPage for the products or services delivered hereunder shall not constitute RealPage’s acceptance. RealPage retains the right to inspect the products or services performed and to reject any or all of the products or services performed which are in RealPage’s judgment defective. No inspection or test made prior to final acceptance shall relieve Supplier for defects or other failure to meet the requirements of this Agreement. Products rejected by RealPage and products supplied in excess of quantities called for herein may be returned to Supplier at Supplier’s expense. In addition to RealPage’s other rights, RealPage may charge Supplier all expenses of unpacking, examining, repacking, and reshipping such goods.

  4. WARRANTY: Supplier hereby warrants that all work furnished hereunder shall conform to specifications, proposals, samples, drawings, and descriptions, shall be in good working order and shall be free from defects in material, workmanship and design and that the material will be merchantable and free of any liens or encumbrances. Services shall be performed to RealPage’s satisfaction in accordance with specifications, proposals and descriptions. Should RealPage provide no specifications, proposals or descriptions, Supplier shall use best commercial practices in the performance of this Purchase Order. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect Seller’s obligation under this warranty, and all warranties shall survive inspection, test, acceptance and use. Supplier agrees to replace or correct promptly defects of any goods or services not conforming to the foregoing warranty without expense to RealPage, when notified of such non-conformity by RealPage. If Supplier fails to correct defects in or replace non-conforming goods or services promptly, RealPage may, after reasonable notice to Supplier, make such corrections at Supplier’s expense.

  5. SHIPPING AND BILLING: Shipments shall be made in accordance with specific shipping instructions, and every package or other shipping unit, bill of lading, shipping memorandum and invoice must be marked with the Purchase Order number. Taxes and freight shall be billed as separate line items on Supplier’s invoices. Regardless of F.O.B. point, Supplier agrees to bear all risk of loss and injury, and for destruction of goods and materials ordered herein which occur prior to acceptance by RealPage. No such loss, injury, or destruction shall release Supplier from any obligations hereunder. If it becomes necessary for Supplier to ship by a more expensive mode than specified on the Purchase Order in order to meet a schedule, Supplier shall pay any resulting premium transportation cost unless Supplier can establish to RealPage’s satisfaction that the necessity for the change in routing is occasioned by force majeure events.

  6. IMPORT/CUSTOMS: Supplier will remain knowledgeable with, and will remain in full compliance with all applicable export and import laws, regulations, orders, and policies (including, but not limited to, securing all necessary clearance requirements, proper filings with appropriate government bodies and/or disclosures relating to the release or transfer to non-U.S. nationals of technology and software in the U.S., or outside the U.S., release or transfer of technology and software having U.S. content or derived from U.S.-origin software or technology); it is knowledgeable with applicable supply chain security recommendations issued by applicable governments and industry standards organizations and will make best efforts to comply with such recommendations; and it will not export, directly or indirectly, any technology, software or commodities of U.S. origin having U.S. content provided by RealPage or their direct product to any of the countries or to nationals of those countries, wherever located, listed in U.S. Export Administration Regulations, as modified from time to time, unless authorized by appropriate government license or regulations. Supplier agrees to comply with all laws and regulations governing the importation of goods into the United States Customs Territory. Supplier agrees to hold harmless and indemnify RealPage, its directors, officers and employees against all losses, claims, penalties, judgments, liabilities and expenses which any of them may pay or incur arising out of this Purchase Order, including but not limited to all representations made by the Supplier with response to documentation or other Customs or Governmental requirements with retard to entry requirements, classification, valuation, preferential treatment, duty drawback or trade terms (INCOTERMS, latest revision).

  7. EXPORT RESTRICTIONS: Supplier agrees that it will not export or re-export, directly or indirectly, any RealPage Confidential Proprietary Information or items to any country for which the United States of America, at the time of export or re-export, requires an export license without first obtaining such license or approval.

  8. INDEMNIFICATION: Supplier shall defend, indemnify and save harmless RealPage, its affiliates and their respective officers, directors, agents, shareholders, and employees from and against all losses, costs, damages, expenses, claims, demands or other liabilities (including attorneys’ fees and costs of defense) of RealPage, arising out of or relating to: (a) providing the material and/or doing the work herein provided; and/or (b) any act or omission of Supplier, its employees or agents, or others under Supplier’s control; and/or (c) Supplier’s providing a defective or dangerous product; and/or (d) Supplier’s breach of any term of this Purchase Order. This expressly includes, but is in no way limited to, penalties imposed upon RealPage by its customers arising from late delivery of work directly resulting from Supplier’s failure to meet delivery schedules or other conditions of this Purchase Order. The remedies reserved in this Purchase Order shall be cumulative and in addition to any other or further remedies provided in law or equity.

  9. INSURANCE: Supplier shall maintain insurance of the kind and in the amounts required by law and sufficient to cover the entire obligation assumed in this Purchase Order including, without limitation, Worker’s Compensation, employers’ liability or “stop gap,” commercial general liability, advertisers’ liability (if applicable), and fidelity bond. In addition, Supplier accepts full responsibility for any and all bodily injury, property damage, fire, theft, collision or public liability damage claims, which may be caused as a result of representatives of Supplier driving a vehicle. Seller agrees to submit certificates of insurance evidencing its insurance coverage when requested by RealPage. The foregoing notwithstanding, Supplier shall maintain personal injury, property damage and errors and omissions insurance in the minimum amounts below.

    Personal Injury Property Damage Errors and Omissions
    $1,000,000 per occurrence $1,000,000 per occurrence $1,000,000 per occurrence
    $1,000,000 annual aggregate $1,000,000 annual aggregate $1,000,000 annual aggregate

  10. TERMINATION FOR CONVENIENCE: RealPage may terminate for convenience at any time by written notice any Purchase Order, or its obligation to purchase any products or services from Supplier. If a Purchase Order is terminated for convenience, the termination date shall be not less than 10 days from the date of notice, unless otherwise mutually agreed to by the parties. Upon termination, in accordance with RealPage’s written direction, Supplier will immediately: (i) cease work; (ii) prepare and submit to RealPage an itemization of all completed and partially completed work; (iii) deliver to RealPage deliverables satisfactorily completed up to the date of termination at the agreed-upon prices herein; and (iv) deliver upon request any work in process. RealPage will compensate Supplier for the actual, allowable, and reasonable expenses and profit incurred by Supplier for work in process up to and including the date of termination, provided Supplier uses reasonable efforts to mitigate RealPage’s liability under this clause. In addition to any other remedy provided at law or equity, either party shall have the right to terminate or cancel a Purchase Order, and any obligation to purchase, sell or provide a product or service, in the event the other party (a) fails to comply with any condition of the Purchase Order or any related Agreement, and such failure is not remedied within thirty (30) days after written notice thereof has been given to such other party; (b) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy or similar officer for all or part of its business or assets; or (c) avails itself of or becomes subject to any bankruptcy proceeding under the laws or any jurisdiction relating to insolvency or the protection of rights of creditors.

  11. FORCE MAJEURE: Neither party shall be liable for any delay or failure to deliver or accept any or all of the work where such delay or failure is caused by fire, flood, other act of God, act of war, labor disturbance, or other event beyond such party’s control. If Supplier experiences Force Majeure, it shall use best efforts to minimize the impact on RealPage, including arranging for substitute material and/or performance. RealPage may terminate this Purchase Order in whole or in part if Force Majeure occurs.

  12. TIME IS OF THE ESSENCE: Time is of the essence to this Purchase Order. Should Supplier fail to comply with RealPage’s delivery schedule or otherwise fail to comply with its obligations hereunder, RealPage may terminate this Purchase Order without liability. If the delay is from any cause other than Force Majeure, Supplier shall be solely responsible for the costs of overcoming delays.

  13. COMPLIANCE WITH LAWS: Seller expressly warrants that all goods supplied hereunder will have been produced in compliance with, and Seller agrees to be bound by, all applicable federal, state and local laws, orders, rules and regulations. In addition, Supplier warrants that all goods and services supplied pursuant to this order will have been performed, produced and supplied in compliance with all applicable rules and regulations of the Federal Communication Commission (FCC) and the Occupational Safety and Health Administration (OSHA). Supplier agrees to indemnify RealPage and RealPage’s customers for any loss or damage sustained because of Supplier’s noncompliance.

    1. No Assignment or Delegation. Supplier may not assign any of its rights nor may Supplier delegate any performance under this Agreement, except with the prior written consent of RealPage.
    2. Agents and Subcontractors. In the event Supplier does delegate any performance under this Agreement to an agent or subcontractor, Supplier shall advise subcontractor and/or agent of the terms of this Agreement, ensure such subcontractor’s compliance with all provisions of this Agreement, and shall indemnify RealPage for any and all losses, damages, claims, and/or expenses (including but not limited to attorney fees and court costs) resulting from the actions or inactions of such subcontractor or agent.
    3. Successors and Assigns. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

  15. SUPPLIER CODE OF CONDUCT: Seller nor any of its affiliates in the course of providing goods, materials or services to RealPage under this Purchase Order shall (i) use any funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to any political activity or to influence official action; (ii) make any direct or indirect unlawful payment to any foreign or domestic government official or employee (whether full-time or contract); (iii) make or receive any bribe, payoff, influence payment, kickback or other improper payment; or (iv) make any other similar type payments or gifts or give anything of value to any government official or employee that could be deemed a bribe or unlawful. In addition, no gratuities (in the form of entertainment, gifts or otherwise) or kickbacks shall be offered or given by Supplier to any customer or employee of RealPage for the purpose of obtaining or rewarding favorable treatment as a supplier.

  16. CONFIDENTIALITY: Seller shall consider all information furnished by RealPage to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this Purchase Order unless Seller obtains written permission from RealPage to do so. Confidential Information includes, but is not limited to, personal, consumer, customer, client, or employee information; business plans, marketing information, cost estimates, forecasts, bid and proposal data, financial data or formulae, products, processes, procedures, programs, inventions, systems, or designs. The purchase of the Seller’s product does not authorize the Seller to use the name of or make reference to RealPage for any purpose in any releases for public or private dissemination, nor shall the Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval of RealPage. Within five (5) days following the earlier of (i) the request of RealPage, or (ii) the expiration or termination of the Purchase Order, Supplier shall return to RealPage or destroy all confidential information and all related documents and materials. Such confidential information must be destroyed by modifying, shredding, erasing or otherwise making the information unreadable or undecipherable.

  17. CHANGES: RealPage shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery, and method of transportation. If any such changes cause an increase or decrease in the cost or the time required for performance of this Purchase Order, an equitable adjustment shall be made and this Purchase Order shall be modified in writing accordingly. Seller agrees to accept any such changes to this Purchase Order.

  18. RIGHT TO AUDIT: Supplier shall maintain complete, legible and accurate records of all hours worked and costs incurred in the performance of this Purchase Order for five (5) years. RealPage shall have the right through its designated representative to examine and audit at all reasonable times, all such records and other records and accounts as may, under recognized accounting practices, contain information bearing upon the amount payable to the Supplier hereunder.

  19. INVOICES: All invoices shall be mailed to RealPage at its office as indicated on the face of this Purchase Order and will state RealPage’s Purchase Order number clearly on the Invoice. Invoice and duplicates shall be rendered for each order or for each shipment if more than one is made on an order. No invoice shall be delivered by Seller to any employee of RealPage. An itemized delivery ticket, bearing RealPage’s Purchase Order number as shown hereon, must be left with the goods to insure their receipt. If delivery is made by carrier, an itemized delivery ticket must be attached to the package or other shipping unit. The payment discount period will date from receipt of the invoice and not from the date of the invoice. In case of errors on an invoice, the payment discount period will date from the receipt of corrected invoices. Seller shall use the lowest published freight rates and any excess transportation charges incurred, including any that deviate from the published tariff rates, are to be borne by the Seller.

  20. PAYMENT: As full consideration for Supplier’s satisfactory provision of the products or performance of the services, RealPage will pay Supplier’s invoice not later than forty five (45) days following RealPage’s receipt of said invoice unless otherwise indicated in supplier agreement. RealPage’s payment of any such invoice shall constitute full and complete satisfaction of any and all actual and potential fees for the billing period covered by the invoice. Partial payments will not be made, unless RealPage agrees otherwise in writing. All payment terms will be calculated based upon date of invoice and payment terms will be considered satisfied based upon date of postmark of payment, or if EFT payment, date of transmission. RealPage shall receive invoices within three (3) business days of invoice date.

  21. INTELLECTUAL PROPERTY:Subparagraph (a) is NOT applicable for commercial off-the-shelf purchases unless such off-the-shelf work is modified or redesigned pursuant to this Purchase Order.
    1. Supplier shall assign, convey and transfer to RealPage without any further consideration each and every modification, redesign, invention, discovery, improvement, maskwork, and patent relating to the work, first conceived, developed, or generated in performance of this Purchase Order and upon request shall execute any required papers and furnish all reasonable assistance to RealPage to vest all right, title and interest in such inventions, discoveries, improvements, maskworks, and patents to RealPage.
    2. All data, copyrights, reports, and works of authorship developed in performance of this Purchase Order shall be the sole property of RealPage and shall be used by Supplier solely in work for RealPage. To the extent that any of the deliverable items may not, by operation of law, be works made for hire, Supplier hereby assigns to RealPage the ownership of copyright in the deliverable items and RealPage shall have the right to obtain and hold in its own name copyrights, registrations, and similar protection which may be available in the deliverable items. Supplier agrees to give RealPage or its designees all assistance reasonably required to perfect such rights. Supplier warrants the originality of all deliverable items and states that no portion is protected by any copyright or similar right vested in any third party.
    3. Subject to any Supplier license terms expressly referenced in this Purchase Order, to the extent that any pre-existing materials are contained in the deliverable items and not owned by RealPage, Supplier grants to RealPage an irrevocable, nonexclusive, world-wide, royalty-free license to: (i) make, have made, use, sell, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative works based upon, such pre-existing materials and derivative works thereof, and (ii) authorize others to do any, some or all of the foregoing.
    4. Supplier warrants that the services or goods performed or delivered under this Purchase Order shall not infringe or otherwise violate the intellectual property rights of any third party in the United States and Supplier agrees to obtain a no-cost license for RealPage, modify the goods so as to be non-infringing, or defend, indemnify, and hold harmless RealPage and its customers from and against any claims, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of any action by a third party that is based upon a claim that the work performed or delivered under this Purchase Order infringes or otherwise violates the intellectual property rights of any person.

  22. GOVERNING LAW: These terms and conditions shall be interpreted pursuant to the laws of the State of Texas without giving effect to its choice of law provisions. Litigation brought to contest disputes arising under this Purchase Order shall be brought only in the state or federal courts of the State of Texas.

  23. TAXES: RealPage will be responsible for, and agrees to pay, all sales, use, excise, and value-added taxes, or taxes of a similar nature (excluding personal property taxes and taxes based on Supplier’s income which shall be borne by Supplier), imposed by the United States, any state or local government, or other taxing authority, on all goods and/or services provided to RealPage by Supplier under this Agreement. Supplier shall calculate and include the appropriate amount of taxes on each monthly invoice to RealPage. Supplier shall be solely responsible for remitting to the appropriate taxing authority the tax amounts paid by RealPage. Supplier agrees to be responsible for paying any tax, penalty, and interest resulting from Supplier not including the appropriate taxes on each monthly invoice to RealPage. Supplier shall be responsible for and shall pay all sales, use, excise, value-added taxes or taxes of a similar nature, imposed by the United States, any state, local government authority, or other taxing authority, on all taxable items sold to and purchased by Supplier under the terms of this agreement.


  25. ENTIRE AGREEMENT: This Agreement and associated documents referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof; all prior agreements, representations, statements, negotiations and undertakings, whether oral or written, are superseded hereby. This Purchase Order may not be varied, modified, altered, or amended except as set forth herein. The terms and conditions of this Purchase Order shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Supplier. Supplier is an independent contractor in the performance of its obligations under this order, and RealPage is to have no control over the method and means Supplier uses to fulfill its obligations. In the event RealPage acquires, is acquired by or merges with another company that has a written contract with Supplier, or otherwise assumes a contract between Supplier and the acquiring, acquired or merging company, RealPage may at its sole option terminate the Legacy Contract by written notice and elect to have this Agreement govern all transactions between Supplier and RealPage and its Affiliates from and after the date given in the notice. Notwithstanding the foregoing, this Purchase Order will not supersede or take the place of any written agreement which is signed by both parties and covers the same subject matter as this Purchase Order or its related Purchase Orders.
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