July 6, 2026
Quote Number: Q48484-2
DM / DM
v2024Mar26
150 A St., Suite 103 ▪ Needham, MA 02494 www.bigbelly.com T: 888-820-0300 ▪ F: 781-444-5651 ACCEPTED AND AGREED BY:
CUSTOMER
By: ____________________________________________
Print Name: _____________________________________
Title: ___________________________________________
Date: ___________________________________________
July 6, 2026
Quote Number: Q48484-2
DM / DM
v2024Mar26
150 A St., Suite 103 ▪ Needham, MA 02494 www.bigbelly.com T: 888-820-0300 ▪ F: 781-444-5651
TERMS AND CONDITIONS OF SALE
Version 9.24.2018
The following Terms and Conditions of Sale (“Agreement”) are applicable to any order placed by Customer pursuant to a valid B igbelly Quotation (“Quotation”) that is accepted by Bigbelly (“Order”).
Acceptance by Customer of this Agreement, which shall be signified by Customer’s duly authorized signature on the face hereof, shall be required for Bigbelly’s acceptance of an Order.
1. SCOPE OF AGREEMENT. Bigbelly, upon acceptance of an Order placed by Customer, will supply the products to be delivered (“Prod ucts”) and services to be performed (“Services”) as specified in the Quotation to Customer, pursuant to this Agreement and its atta chments. Bigbelly’s acceptance of an Order is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Customer’s purchase orders, acknowledgements or other documents. The deta ils of the Products and Services (e.g. quantity, price, and product specifications) shall be set forth in the relevant Quotation.
2. ON-SITE SERVICES. In the event any on-site services (such as installation, warranty repairs) are required as part of the Products and Services, the additional term s set forth in Attachment A attached hereto shall also apply.
3. PRICE AND PAYMENT. (a) The prices payable by Customer for the Products and Services by Bigbelly under this Agreement will be specified in the applicable Quotation. Unless otherwise expressly stated in a Quotation, all prices exclude shipping and applicable taxes, all of which are at Customer’s expense. (b) Fees shall become payable upon Bigbelly’s acceptance of an Order, unless otherwise determined by Bigbelly and agreed to in writing, and all payments shall be made without offset or deduction. Any am ounts due from Customer under this Quotation or any related invoice, may not be withheld or offset by Customer against amounts due to Customer by Bigbelly for any reason. All late payments made outside of the agreed upon payment terms will be subject to interest at the rate of the lesser of (i) eighteen percent (18%) per annum or (ii) the highest amount allowed under applicable law. W here upfront payment is required, Bigbelly further reserves the right to withhold shipment of the Products and delay performance of the Services until full payment is made. Any failure by Bigbelly t o provide an invoice in a timely manner shall not affect Customer’s obligation to make payments. (c) Upon reasonable request by Bigbelly, Customer shall provide evidence of its financial capacity and such other information as Bigbelly reasonably requests to determine credit status or credits limits. (d) Customer shall provide notice within five (5) b usiness days of the occurrence of any event which materially affects Customer’s ability to perform its obligations under this Agreement.
4. SHIPPING AND DELIVERY. Unless otherwise specified and agreed in an Order, Products and Services will be delivered FOB Origin (Bigbelly’s manufacturing facility) and will be shipped to Customer at the address provided via carriers selected by Bigbelly at the Customer’s expense. The Parties shall mutually agree on any applicable delivery requirements for all Products and Services specified on an applicable Quotation before such Order will be processed. If no delivery requirements are otherwise specifie d and agreed, Bigbelly shall process any Order upon receipt of the signed Agreement and Customer’s fulfillment of any other order processing requirements set forth by Bigbelly in its sole discretion.
5. INSPECTION AND ACCEPTANCE. Customer shall promptly inspect the Products and Services upon delivery or completion. In the even t Products or Services are received damaged, defective or not to specification, Customer shall provide Bigbelly with prompt notice of the alleged deficiencies in the Products or performance of Services under the Quotation or this Agreement and Bigbelly shall have a reasonable opportunity to cure any such alleged non-conformance.
6. SOFTWARE LICENSE. Customer’s use of the software provided as a Product and Service (“Software”) is subject to the CLEAN Soft ware License Agreement that accompanies delivery of the Software. All applicable terms, provisions and agreements set forth in the CLEAN Software License Agreement are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in this Agreement are inconsistent with the terms of the CLEAN Software License Agreement, the terms set forth herein shall apply.
7. WARRANTY. Bigbelly warrants the Products and Services provided pursuant to a Quotation and this Agreement against manufacture r defects or defects in workmanship, under normal use and service, subject to the exclusions, limitations and conditions set forth in the Bigbelly Standard Limited Warranty.
8. BREACH. In addition to all other rights to which a party is entitled under this Agreement, if either party breaches any term of the Quotation or this Agreement, the non-breaching party shall have the right to: (a) terminate the Quotation immediately upon written notice to the other party; and (b) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or performance of any term of the Quotation or this Agreement shall not constitute a waiver of Bigbelly’s rights hereunder and prior to any claim for damages being made for non-conformance or breach, Customer shall provide Bigbelly with prompt notice of any alleged deficiencies in the Products or perf ormance of Services under the Quotation or this Agreement and Bigbelly shall have a reasonable opportunity to cure any such alleged non -conformance or breach.
9. LIMITATIAON OF LIABILITY. IN NO EVENT SHALL BIGBELLY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES. BIGBELLY’S MAXIMUM AGGREGATE LIABILITY FOR DAMA GES UNDER THIS AGREEMENT AND ANY QUOTATION SHALL BE LIMITED TO THE TOTAL FEES PAID BY CUSTOMER UNDER THE QUOTATION UPON WHICH A CLAIM IS BASED.
10. INDEMNIFICATION. Each party, as Indemnitor, shall indemnify, defend and hold harmless the other party, as Indemnitee, its of ficers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses (including attorney fees) arising from any third-party claim based on Indemnitor’s (or its agent’s) breach of any representation, warranty, covenant, agreement, or obligation under the Quotation or this Agreement, or Indemnitor’s (or its a gent’s) grossly negligent and/or willful acts or omissions in carrying out its obligations under the Quotation or the Agreement; provided that in no event shall Bigbelly be responsible for any claims arising out of its compliance with instructions, requirements, or specifications provided by or required by Customer (including the use of information, artwork, logos, and/or trademarks provi ded by Customer). Neither party will be responsible for indemnifying another party hereto where the basis of the indemnity claim arises out of such other party’s own negligence or willful misconduct.
11. CUSTOMER MATERIALS AND DATA. (a) Customer represents and warrants that any matter it furnishes for the Products or performanc e of the Services by Bigbelly does not infringe any copyright or trademark or other intellectual property rights of any third party nor does it otherwise violate any laws or infringe the rights of any third party. (b) Customer warrants that it has the right to use, and to have Bigbelly use on behalf of Customer, any data provided to Bigbelly by Customer, including specifically cus tomer names, identifying information, addresses and other contact information and related personal information.
12. INTELLECTUAL PROPERTY. Any and all inventions, discoveries, patents, copyrights, trademarks and trade names, commercial symb ols, trade secrets, know-how, work product and information or other intellectual property embodying proprietary data existing and owned by Bigbelly as of the date of the Quotation, or made or conceived by employees, consultants, representatives or agents of Bigbelly during the term of this Agreement, shall be and remain at all times the sole and exclus ive property of Bigbelly. Customer will obtain no rights thereto other than the limited rights set forth in this Agreement. Without limiting the generality of the foregoing, the parties agree that Bigb elly will own all Software, including all modifications, upgrades and enhancements thereto made during the term of this Agreement.
13. FORCE MAJEURE. Any delay or failure of either party to perform its obligations (other than Customer’s payment obligation) sha ll be excused if such failure is caused by an extraordinary event or occurrence beyond the control of the nonperforming party, such as acts of God, fires, floods, windstorms, explosions, natural disasters, wars and sabotage. Each party shall promptly notif y the other of the reason for the delay and use its best efforts in curing such cause and shall take all action practicable to minimize the adverse impact of the delay on the other party.
14. GOVERNING LAW. Each Quotation and this Agreement shall be governed and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without reference to its conflicts of law principles. The Parties further agree (i) that any dispute, controversy or claim arising out of or related to this Agreement shall be brought and settled in the state or federal courts located in Boston, Massachusetts; (ii) to irrevocably submit to the exclusive jurisdiction of any such court; and (iii) to waive any right to a jury trial in any litigation arising out of or related to this Agreement.
15. COMPLIANCE. Each party shall comply with all state, federal and local laws and regulations applicable to its performance here under.
16. ASSIGNMENT. Customer may not assign its rights or obligations under this Agreement without the prior written consent of Bigbe lly. Pursuant to a valid assignment, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties.
17. AMENDMENT AND WAIVER. This Agreement shall not be amended or modified in any way except by a subsequent written agreement si gned by authorized persons of both Parties. Any amendment or waiver effected in accordance with this section shall be binding upon the Parties and their respective successors and assigns. The waiver by a Party of any breach by the other Party will not operate or be interpreted as a waiver of any other or subsequent breach, nor shall the failure or delay in exercising any right or seeking any remedy hereunder operate as a waiver thereof.
18. SEVERABILITY. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenf orceable, in whole or in part, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect and not be affected thereby.
19. SURVIVAL. In the event any provision of the Quotation or this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the Order or this Agreement will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions which by their terms extend beyond the Term shall survive the termination of the Order and this Agreement.
20. NOTICE. Any notice required to be delivered pursuant to this Agreement shall be deemed given when personally delivered to rec ipient thereof or mailed by registered mail or certified mail, return receipt requested, to the addresses on the Quotation or to such address as either party may designate in the future.
21. TARIFF ADJUSTMENT. If new or increased tariffs, duties, or similar governmental charges are imposed after Bigbelly proposes a Quotation or after the executed Quotation is processed, and such charges materially increase the cost to Bigbelly for goods or raw materials, Bigbelly shall be entitled to adjust the prices charged to the Customer to reflect such increased costs. Customer shall then have the right to accept or cancel the order based on the unforeseen price change.
22. ENTIRE AGREEMENT. Each Quotation, together with this Agreement including the Attachments, constitute the entire agreement bet ween the Parties regarding the subject matter hereof and merges and supersede all prior agreements, oral and written, understandings, commitments and writings. Any Order, purchase order or other ordering or acceptance document issued by Customer is for administrative purposes only and does not form part of this Agreement or amend the terms hereof. In the eve nt of any ambiguity or conflict between any of the terms and conditions contained in this Agreement and the terms and conditions contained in an Order, the terms and conditions of this Agreement sh all control. The Quotation or this Agreement may not be amended, supplemented, changed, or modified, except by agreement in writing signed by the parties to be bound thereby.
July 6, 2026
Quote Number: Q48484-2
DM / DM
v2024Mar26
150 A St., Suite 103 ▪ Needham, MA 02494 www.bigbelly.com T: 888-820-0300 ▪ F: 781-444-5651
23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall c onstitute one instrument.
ATTACHMENT A
ADDITIONAL TERMS FOR ON-SITE SERVICES
In the event Bigbelly or its authorized service provides must come on-site to Customer’s property in order to perform certain services as part of the Products or Services, the Parties agree that the following terms and conditions shall also apply, as applicable.
For purposes of this Attachment A, the ‘Agreement’ shall mean the Terms and Conditions of Sale executed between the Parties t o which this Attachment A is affixed. The meaning of capitalized and undefined terms appearing herein shall be as set forth in the Agreement unless otherwise indicated. In the event of a conflict between this Attachment A and the Agreement, the terms and c onditions of this Attachment A shall prevail solely with respect to the subject matter herein. The terms and conditions of this At tachment A are hereby incorporated into the Agreement by reference.
1. INFORMATION AND ACCESS. Customer agrees that Bigbelly’s ability perform the Services under the Agreement in a timely manner is dependent upon access to Customer’s installation information and locations. Deadlines imposed by the Agreement shall be extended in the event that Customer fails to provide such information and/or access to Bigbelly in a timely manner.
2. SITE PREPARATION. Customer agrees to provide a poured concrete pad if the intended installation surface does not meet Bigbell y’s specifications. If Customer’s installation surface does not meet such specifications, any additional cost associated with Bigbelly’s efforts to properly prepare the surface will be at Customer’s expense. It is the Customer’s responsibility to remove, at Customer’s expense, existing bins or any other items from the locations where Bigbelly stations will be installed.
3. INSTALLATION. Bigbelly will install the equipment at mutually agreed upon locations, including semi -permanent attachment to the ground. Installation will be in accordance with the delivery and installation schedule agreed to by the Parties prior to commencement of the Services.
4. INSURANCE. Bigbelly shall maintain, during its performance of the Services provided hereunder, liability insurance against c laims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder by Bigbelly. Bigbelly shall furnish copies of such insurance policies upon request.