1.  ACCEPTANCE; APPLICABILITY.   Commencement of performance pursuant to this purchase order (“Order”) constitutes acceptance of these terms and conditions by Seller.  Seller’s acceptance may also be evidenced by signature on this or any accompanying Order or other document, which may be sent by written, electronic, or facsimile, any copy of which shall be enforceable as an original document. Seller’s quotation, proposal, or similar document is incorporated in and made a part of this Order only to the extent of specifying the nature and description of the Items ordered hereunder, and then only to the extent that such items are consistent with the other terms of this Order.  No other terms or conditions shall be binding upon Dutch Bros unless accepted by it in writing. “Items” mean, as applicable, those services, deliverables, goods, articles, equipment, materials, supplies, drawings, software, data, and other property, benefits, or rights, set forth on the face of this Order.  Dutch Bros is not obligated to any minimum purchase or future purchase obligations under this Order


2.  DELIVERIES; TITLE; RISK OF LOSS. Item deliveries shall be made by the date specified on the face of this Order.  If delivery dates cannot be met, Seller shall inform Dutch Bros., LLC, DB Franchising USA, LLC, or Boersma Bros. LLC, as the case may be (each referred to as “Dutch Bros”) in writing of Seller’s best possible delivery for acceptance by Dutch Bros.  If deliveries are late, Dutch Bros reserves the right to cancel this Order or to purchase elsewhere and hold Seller accountable for any increased cost or added expense.  Unless otherwise noted on this Order, delivery shall be at Dutch Bros’s designated destination, where title and risk of loss to the Items shall pass to Dutch Bros upon completed tender.  If requested, Seller shall forward to Dutch Bros the express receipt or bill of lading, signed by the carrier, evidencing the fact that shipment has been made.  Seller shall not, however, be liable for delays or failure to ship due to causes beyond its control and not due to its fault or negligence, provided Seller gives prompt written notice of such cause to Dutch Bros.  If Seller does not ship or otherwise provide as ordered on or before the shipping date shown on this Order, or if Seller shall default in any respect or become insolvent or if a petition in bankruptcy or insolvency is filed by or against Seller under any state or federal law, Dutch Bros may terminate this Order or the undelivered part thereof.  Time is of the essence in the performance of this Order.


3.  INSPECTION; REJECTION.  Dutch Bros shall have the right but not the obligation to inspect and test the Items at any time during manufacture and prior to shipment and to final inspection within a reasonable time after arrival at the destination designated by Dutch Bros.  The Items shall not be deemed accepted until after such final inspection even if payment has been made.  The making or failure to make any inspection of, payment for, or acceptance of the Items, shall in no way impair Dutch Bros’s right to reject nonconforming Items, or to avail itself of any other remedies to which Dutch Bros may be entitled, notwithstanding Dutch Bros’s knowledge of the nonconformity, its substantiality, or the ease of its discovery.  Dutch Bros may in its sole discretion reject any portion of Items that Dutch Bros determines to be defective, unsatisfactory, or of inferior quality or workmanship, or that fail to meet any of the warranties or requirements as stated in this Order.  If Dutch Bros rejects any portion of the Items, Dutch Bros may by written notice to Seller (a) accept some or all of the Items at a reasonably reduced price, or (b) require prompt replacement with Seller bearing all related transportation, storage, and other expense. If Seller fails to timely deliver replacement Items, Dutch Bros may replace them with items from a third party and charge Seller the cost thereof.   Rejected Items, unless used by Dutch Bros, remain the property of Seller.


4.  CHANGES; TERMINATION.  Shipments or other transfer of Items must equal exact amounts ordered unless otherwise agreed by Dutch Bros in writing.  Dutch Bros may, by written change order, make changes in the specifications or drawings or in the quantities originally ordered.  If any such change affects the amount due or the time of performance, an equitable adjustment shall be made.   Dutch Bros may terminate this Order with or without cause at any time by written notice as to all or any part of the Items not shipped prior to receipt of the notice by Seller.  In such event, Dutch Bros’s only obligation shall be to pay for the conforming Items shipped or otherwise supplied to and accepted by Dutch Bros prior to Seller’s receipt of the notice of termination. Notwithstanding, in the case of Items specially manufactured or created for Dutch Bros, Dutch Bros shall pay the reasonable and documented costs incurred by Seller directly connected with this Order prior to the notice of termination provided, however, that such payment shall not exceed the total price of this Order and shall be reduced by any refunds, offsets, salvage values available to Seller, and the aggregate of any previous payments to Seller.  Upon such payment, title to Items shall pass to Dutch Bros.  Dutch Bros reserves the right to audit Seller’s computation, and basis therefore, of any payment claimed under this paragraph.


5. PRICE; PAYMENTS; SETOFFS.  Any price expressly stated in this Order, unless otherwise indicated, shall include all use, or excise taxes which either party is required to pay and shall include all charges for packaging and loading.  All payments must be made in U.S. dollars.  Payment of undisputed invoices is due within 45 days from receipt of the invoice unless otherwise stated in this Order.  Dutch Bros may withhold payment, without accruing interest or incurring penalty of any kind, on the appliable portion of an invoice that Dutch Bros disputes until Seller verifies the validity and amount of the invoice.  No increase in the price for Items is effective without the prior written consent of Dutch Bros.  All claims for moneys due or to become due from Dutch Bros shall be subject to deduction by Dutch Bros for any setoff or counterclaim arising out of this or any other Dutch Bros agreement with the Seller, whether such setoff or counterclaim arose before or after any approved assignment by Seller.


6.  WARRANTIES.  Seller represents and warrants that at the time of delivery the Items: (a) are free from defects in design, material, workmanship, and title; (b) strictly conform to the terms of this Order, and any applicable specifications, drawings, designs, samples, prototypes, and statements about the Items made in the manufacturer or Seller's product labels, literature, and advertisements; (c) are fit and suitable and perform satisfactorily for the purposes intended and under the conditions made known to Seller or reasonably to be inferred; (d) are suitably packaged for shipment according to Dutch Bros’ instructions or, if there are no instructions, in a manner sufficient to ensure the Items are delivered in undamaged condition; (e) are produced and sold to Dutch Bros free of any infringement, violation, or misappropriation, of any third-party foreign or domestic patent, copyright, trademark, service mark, trade secret, moral, privacy, or similar right; (f) are, if software, free of any virus, worm, malware, or other malicious computer code; (g) are free and clear of all liens, security interests or other encumbrances; (h) conform to nationally recognized standards or codes or are of the best quality, if no quality is specified; and (i) are provided in strict accordance with all applicable federal, state, and local, laws and regulations. These are in addition to any warranty or service warranty offered by Seller or implied by law. If Dutch Bros notifies Seller that Dutch Bros has determined that the Items, or any part thereof, is non-conforming or defective then Seller shall, as directed by Dutch Bros, (i) promptly correct such nonconformity or defect at its sole expense, or (ii) promptly issue a refund or credit for the nonconforming or defective Item.  Items used to correct such nonconformity shall be similarly warranted in accordance with this paragraph.  Seller further represents and warrants that no Item contains any of the chemicals known to the State of California to cause cancer or reproductive toxicity (currently available at: https://oehha.ca.gov/proposition-65/proposition-65-list) or, if present, such chemical is not present in quantities that require any warning or other disclosure in accordance with California’s Safe Drinking Water and Toxic Enforcement Act of 1986, as amended (sometimes referred to as Proposition 65).  Except as otherwise provided in this Order, Seller’s liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties.


7.    SERVICES.  If Items consist of services, or if Seller provides any services ancillary to the sale of Items including, without limitation, product installation, repair, or maintenance, Seller represents and warrants that: (a) the services shall be performed in compliance with all applicable federal, state, provincial, or local laws, statutes, rules, regulations or ordinances; (b) the services shall be performed in a good and workmanlike manner by qualified personnel possessing the necessary professional, technical or other background and training; (c) Seller shall ensure that all persons acting on behalf of the Seller, whether employees, agents, or subcontractors, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the services. Dutch Bros shall not be obligated to pay for services that Dutch Bros either (a) determines to be unsatisfactorily performed, or (b) has not specifically agreed to pay for.  Seller bears all expenses of providing services except as may be assumed by Dutch Bros in writing.  Seller shall obtain Dutch Bros's written consent, which may be withheld in Dutch Bros' sole discretion, prior to engaging any person or entity other than Seller's employees, to provide services to Dutch Bros.


8.  INTELLECTUAL PROPERTY. If any registered or unregistered copyrighted material, trademarks, trade names, service marks and logos owned by Dutch Bros (“Licensed Marks”) are required for Seller to provide Items (including associated stickers or labels) then Dutch Bros grants to Seller a limited, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Marks solely to provide the Items to Dutch Bros, provided that all uses of Licensed Marks are approved in advance by Dutch Bros in writing (the, “License”).  The License shall be coterminous with this Order and may be terminated any time by Dutch Bros with written notice.  Upon Dutch Bros’ request, Seller shall submit to Dutch Bros a reasonable number of preproduction designs and prototypes at no cost prior to production, as well as production samples of every licensed Item to assure that the Items meet Dutch Bros' quality standards. Seller shall not produce or manufacture any Items that do not meet Dutch Bros’ quality standards, which shall be determined by Dutch Bros in its sole discretion. Seller shall not use Licensed Marks or Licensed Items to advertise or promote its own business (e.g. Facebook, Instagram, website, etc.) without Dutch Bros’s prior written consent, which may be withdrawn at any time and for any reason.  Seller hereby acknowledges that Licensed Marks, together with all rights therein, are the sole and exclusive property of Dutch Bros, that any goodwill accruing from Seller’s use shall inure solely to Dutch Bros. benefit, and that Seller possess no rights in or to the same, except the limited rights granted to Seller in this Order.


9. INDEMNIFICATION.  Seller shall indemnify, defend, and hold harmless Dutch Bros, its parent, subsidiary and affiliated entities and their respective shareholders, members, directors, officers, employees, agents, and insurers (each an "Indemnitee") from and against any and all claims, losses, demands, suits, actions, liabilities, damages, judgments and expenses including without limitation, settlement payments, court costs and attorneys' fees (“Liability”) arising out of or in connection with: (a) any, actual or alleged, bodily injury, illness, death, or damage to personal property, that arises out of or in connection with any Items; (b) any breach of Seller’s representations, warranties or covenants herein; (c) any willful misconduct or negligent acts or omissions by Seller, its employees, permitted contractors or agents; or (d)  any claim by a third party that the Items violated, infringed, or misappropriated a third party Intellectual Property right.


10. INSURANCE. Without limiting Seller’s obligation to indemnify Dutch Bros in Section 9, Seller shall maintain at all times while this Agreement is in effect the following insurance coverage at its own expense and, if Seller uses subcontractors, shall further provide that each subcontractor maintains the same coverage: (i) commercial general liability insurance in an amount of at least Five Million and No/100 Dollars ($5,000,000.00) per occurrence for contractual, products liability, completed operations, property damage and bodily injury and death; (ii) workers compensation coverage with statutory limits as required by applicable law, and employer’s liability insurance with a limit of not less than Two Million and No/100 Dollars ($2,000,000.00) per claim and in the aggregate; (iii) professional liability (errors and omissions) and cyber insurance with limits of not less than Five Million and No/100 Dollars ($5,000,000.00) per claim and in the aggregate; and, (iv) if Seller shall utilize company owned vehicles for services, business automobile liability insurance for any vehicle licensed for public road use with One Million and No/100 Dollars ($1,000,000.00) combined single limit per accident on vehicles owned, leased, or rented by Contractor or by its approved subcontractors while performing under this Order.


The limits specified above may be achieved through a combination of primary and umbrella policies. Each policy shall be written on an occurrence form excepting professional liability.  All policies, except workers’ compensation, shall include a waiver of subrogation in favor of “Dutch Mafia, LLC its subsidiaries and affiliates”.  In addition, the commercial general liability, umbrella and, if applicable, business automobile policies shall each designate “Dutch Mafia, LLC its subsidiaries and affiliates” as an additional insured and provide that the coverage is primary and non-contributory with regard to insurance carried by Dutch Bros.  Seller shall provide a certificate of insurance evidencing the required insurance. Renewal certificates of insurance shall be delivered to Dutch Bros no later than thirty (30) days after the expiration of any policy.


11.  RECALLS.  In the event any Items become the subject of a recall initiated by Dutch Bros, Seller shall cooperate with Dutch Bros in any investigation, corrective action, safety notice, or other necessary activities related to the recall.  To the extent the recall is caused by Seller’s breach of this Order or the acts or omissions of Seller, Seller shall be responsible for all costs and expenses related to the recall, or shall promptly reimburse Dutch Bros.


12.  INDEPENDENT CONTRACTORS. The parties to this Order are independent contractors.  Neither party is an agent, representative or employee of the other party.  Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or otherwise bind the other party.  This Order shall not be construed to create an association, agency, joint venture or partnership between the parties.


13. SEVERABILITY.  If any provision of this Order is held to be invalid, void, or unenforceable, all other provisions shall remain valid and be enforced and construed as if such invalid provision were never a part of this Order, and the provision that is held to be invalid, void, or unenforceable shall be modified only to the extent needed to make it enforceable.


14. ASSIGNMENT.  Seller shall not delegate any duties, nor assign any rights or claims under this Order, or for breach thereof, without the prior written consent of Dutch Bros, and any such attempted delegation or assignment shall be void.


15. WAIVERS. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Order shall operate or be construed as a waiver thereof.


16. CUMULATIVE REMEDIES. Except as limited herein, all rights, remedies and warranties afforded under this Order or at law shall be taken and construed as cumulative, that is, in addition to every other right, remedy or warranty provided under this Order or by law.


17.  GOVERNING LAW; VENUE; LEGAL FEES.  This Order shall be construed under and governed by the laws of the State of Oregon.  Venue for any action filed to enforce or interpret the terms of this Order shall be exclusively limited to State or Federal courts located in the State of Oregon.  If any legal proceeding is commenced for any claims under this Order, the prevailing party shall be entitled to recover reasonable attorney’s fees in such proceeding, or any appeal thereof, in addition to the costs and disbursements allowed by law.


18.  ENTIRE AGREEMENT; SURVIVAL.  Provided Dutch Bros has not executed a separate written contract that incorporates this Order, then this Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller's acceptance to the terms of the Order and may only be amended or modified in a writing stating specifically that it amends this Order and is signed by an authorized representative of each party. Dutch Bros objects to all terms and conditions in Seller’s invoices, proposals, acknowledgements, or other documents and none of these terms shall apply to this Order.  Dutch Bros’ rights under this Order shall survive any completion of performance, expiration, or termination of this Order