PGA TOUR Purchasing

Championship Management

Purchase Order Terms and Conditions for:

  • The Sentry
  • The Classic in The Palm Beaches
  • THE PLAYERS Championship
  • FedEx St Jude Championship
  • TOUR Championship
  • Mitsubishi Electric Championship at Hualalai
  • Kaulig Companies Championship
  • Dominion Energy Charity Classic
  • Charles Schwab Cup Championship
  • Presidents Cup

(tournament list subject to change)

IMPORTANT -- READ CAREFULLY

1. ACCEPTANCE. These terms and conditions govern all purchase orders (each, a “PO”) issued by PGA TOUR, Inc. or one of its subsidiaries or affiliates (“Purchaser”) to the vendor identified on the PO (“Vendor”). The specific Purchaser entity for each PO is identified in the "Bill To" line of the PO. Fulfillment of any part of a PO, or any other conduct by Vendor which recognizes the existence of a contract pertaining to the subject matter of such PO, shall constitute acceptance by Vendor of such PO and all of the terms and conditions contained below (“T&C”). Purchaser objects to any terms proposed in Vendor’s proposal, quotation, sales note, acknowledgment or other form of acceptance of offer which add to, vary from or conflict with these T&C. T&C may be modified only by a written instrument executed by authorized representatives of both Vendor and Purchaser. If a PO has been issued by Purchaser in response to Vendor’s offer and if any of the T&C add to, vary from or conflict with any terms of Vendor’s offer, then the issuance of the PO by Purchaser shall constitute an acceptance of Vendor’s offer subject to the express conditions that Vendor assents to the additional, different and conflicting T&C and acknowledges that the PO and T&C constitutes the entire agreement between Vendor and Purchaser with respect to the subject matter of the PO and the subject matter of Vendor’s offer. Notwithstanding the foregoing, the terms of any master agreement signed by both parties and related to the subject matter of the PO shall supersede the T&C of the PO in the event of any conflict. Vendor shall be deemed to have so assented and acknowledged unless Vendor notifies Purchaser to the contrary in a writing signed by Vendor’s authorized representative within ten (10) business days of receipt of the PO.

2. DELIVERY & PAYMENT. Vendor agrees to provide the items described for the amounts listed in the PO. Unless otherwise specified in the PO or master agreement, payments by Purchaser will be made thirty (30) days after invoice from Vendor to pgatouraccountspayable@pgatourhq.com, with invoice issued by Vendor monthly for items in the PO that were completed during the prior month. Purchaser shall only be responsible for reimbursing Vendor for reasonable and sufficiently documented out of pocket expenses or costs incurred by Vendor in fulfilling the PO if (a) such out of pocket expenses or costs were preapproved by Purchaser and (b) Vendor complies with Purchaser’s Business Expense Reimbursement Policy, copies of which are available upon request. Vendor shall include the PO number assigned by Purchaser on all associated invoices. Advance payments may be made under the PO upon submission by Vendor of complete and accurate invoices and approval by Purchaser’s Finance Division provided that the amount of such invoices, including all previously approved advance payments, does not exceed fifty percent (50%) of the total amount due under the PO. When the sum of all advance payments to Vendor reaches fifty percent (50%) of the total amount due under the PO, Purchaser will withhold further payments to Vendor until all items in the PO are complete. On completion or termination of the PO, Purchaser shall deduct from the amount due to Vendor all advance payments. If advance payments exceed the amount due, the excess amount shall be paid by Vendor to Purchaser on demand. At Purchaser’s sole discretion, Vendor may be required to provide a letter of credit satisfactory to Purchaser’s Finance Division evidencing an ability to repay advance payments should Vendor be required to repay a portion or all of the funds back to Purchaser. Vendor shall provide a pro rata refund to Purchaser for any items not provided. Additional amounts due require a change order or separate PO. Purchaser shall have payment obligations only to Vendor. Vendor shall be solely responsible to pay applicable third parties. If delivery is not made by the date indicated in the PO, Purchaser may, in addition to its other rights, cancel the PO without liability. If in order to comply with Purchaser’s required delivery date it becomes necessary for Vendor to ship by or perform in a more expensive way than specified in the PO, any increased cost resulting therefrom shall be paid by Vendor unless the necessity for expedited handling has been caused by Purchaser.

3. TITLE & RISK OF LOSS. Regardless of the method of shipment used, Vendor agrees to deliver all items in the PO to the location specified in the PO at Vendor’s own risk. Vendor shall bear risk of loss, destruction or damage until the items are received by Purchaser. No partial shipments, changes or substitutions in specifications may be made without Purchaser’s prior written consent. Purchaser may return over-shipments or incorrect shipments at Vendor’s expense. Vendor shall include the PO number assigned by Purchaser on all packing slips, cartons and correspondence related to the PO. Title shall pass to Purchaser upon payment in full.

4. TAXES. Purchaser shall only be liable to Vendor for taxes which Vendor is required by law to collect from Purchaser. Vendor shall provide Purchaser with a statement as to taxes owed, if any, by Vendor on goods or services covered by this PO under applicable law in the jurisdiction where such goods or services are provided and/or delivered. Purchaser reserves the right to provide an exemption certificate, in its sole discretion. Purchaser shall not be liable for any taxes of any nature based on the income of Vendor. If Purchaser is required by the law of any applicable jurisdiction to withhold any taxes, duties, fees, levies or charges from any fees or other charges (including reimbursement of expenses) paid to Vendor, Purchaser will be entitled to deduct the amount of such withholding from the amount of fees or other charges (including reimbursement of expenses) owed to Vendor. If Vendor is either exempt from withholding or entitled to a reduced rate of withholding pursuant to a tax treaty or other applicable law and provides Purchaser with adequate documentation of such exemption, Purchaser will deduct only such withholding from which Vendor is not exempt. In case of doubt by Purchaser as to Purchaser’s liability for any such tax, Vendor shall allow Purchaser, at Purchaser’s expense, to assume control of any litigation or proceeding relating to the determination and settlement of such tax. Purchaser shall, upon final settlement of such litigation and proceeding, reimburse Vendor for any tax owing including any interest charges and penalties assessed thereon by the applicable regulatory authority.

5. CHANGES. All changes to a PO shall be in writing. Purchaser shall have the right at any time to make changes in specifications or time, place or method of delivery or performance. If any such changes cause an increase or decrease in the cost or the time required for performance, an equitable adjustment shall be made and the PO shall be modified in writing accordingly. Vendor agrees to accept any such changes subject to these T&C.

6. TERMINATION. Purchaser may terminate the PO for convenience at any time by written notice to Vendor. Purchaser will pay on a pro rata basis for any items delivered or services performed prior to the effective date of termination. Absent receipt of refund for undelivered items or unperformed services, Vendor will deliver all items and complete all services for which Purchaser paid prior to the effective date of termination.

7. WARRANTIES & REPRESENTATIONS. Vendor is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction in which it is organized and is qualified to do business in all applicable jurisdictions. Upon request by Purchaser, Vendor will provide a completed IRS Form W-9, IRS Form W-8BENE or other appropriate form(s) for jurisdiction(s). This PO constitutes a legal, valid and binding agreement and is enforceable in accordance with its terms. Vendor warrants that any goods covered by this PO will conform to the specifications or other descriptions supplied by Vendor, will be fit and sufficient for the purpose intended, are merchantable, of good material and workmanship and are free from defect. The warranties recited in this PO are in addition to those implied or available at law and exist notwithstanding the acceptance and inspection by Purchaser of all or part of the applicable goods. Vendor warrants that any services covered by this PO and the results and proceeds thereof shall be fit for the purposes intended, meet the highest standards of the relevant industry, and not infringe on or violate in any respect, when used by Purchaser in any manner or media, the rights of any third party. Inspection, testing, acceptance or use shall not affect Vendor’s obligations under this warranty. Vendor agrees to promptly replace or correct defects when notified of nonconformity by Purchaser, or Purchaser may make such replacements or corrections at Vendor’s expense.

8. COMPLIANCE WITH LAW. Vendor will produce, sell, deliver and furnish all goods and services under this PO in strict compliance with applicable laws and regulations. Vendor shall execute and deliver to Purchaser upon demand such documents as may be reasonably required to effect or evidence such compliance.

9. CONFIDENTIALITY. Each party covenants not to reveal any nonpublic information of the other including the PO and T&C. Each party shall exercise reasonable care in safeguarding such nonpublic information and shall not divulge, publish or circulate such information to other than those who (i) have a need to know and (ii) are made aware of and expressly agree to the restrictions herein. Obligations to protect confidential information survive indefinitely.

10. TRADEMARKS. Nothing in this PO gives either party the right to use the other party’s name, logos or trademarks in any manner whatsoever absent separate, prior written consent by the other party. While performing services, Vendor will not place or permit any signage or logos of any type except as might be specifically approved by Purchaser in advance in writing. Public announcements related to this PO require prior written approval of both parties.

11. ON-SITE SERVICES. If Vendor performs any services at one of Purchaser’s sites, Purchaser reserves the right to interview and accept or reject any Vendor personnel prior to assignment to Purchaser’s facility. Purchaser may require personnel to submit to a background check or drug-screening test. Upon Purchaser’s request, Vendor will immediately remove from Purchaser’s facility and replace any personnel who are unsatisfactory to Purchaser for any reason. Vendor warrants that all personnel assigned to Purchaser’s facility shall have a prior satisfactory work record in a responsible capacity; have no job-related criminal convictions; and be legally authorized to work in the jurisdiction of the site. If Vendor is or becomes subject to any collective bargaining agreement, no provision in that agreement shall be binding upon Purchaser unless otherwise required by law. Vendor agrees that its personnel on Purchaser’s premises will abide by Purchaser’s policies and procedures. Vendor further agrees its personnel will comply with applicable environmental, health and safety regulations. Authorized personnel with a valid driving license who have attended the Golf Cart Operations briefing may use golf carts on-site. All other use of golf carts is prohibited by Vendor and invitees of Vendor. Purchaser reserves the right to require Vendor to accept credit cards in payment for Vendor's goods and services provided hereunder (i.e., no "cash only" operations), including prominent feature of a particular credit card provider.

12. WORK PRODUCT. To the greatest extent possible, all “Work Product” (as defined below) shall be deemed “work made for hire” (as defined in the Copyright Act, 17 USCA§101 et seq., as amended) and owned by Purchaser. “Work Product” shall mean any and all deliverables, property, data, documentation or information of any kind gathered, compiled, prepared, conceived, discovered, developed or created by Vendor for Purchaser, including without limitation all materials created in performing any services. Vendor unconditionally and irrevocably transfers and assigns to Purchaser all right, title, and interest Vendor may have in or to any and all Work Product, including without limitation all patents, copyrights, trademarks, service marks and other intellectual property rights. Vendor agrees to execute and deliver to Purchaser any transfers, assignments, documents or other instruments which Purchaser may deem necessary to vest complete title and ownership of any and all Work Product and all rights therein exclusively in Purchaser subject only to Purchaser’s fulfillment of payment obligations under the PO. If complete title and ownership cannot be vested in Purchaser, Vendor grants Purchaser a worldwide, royalty-free, irrevocable, perpetual and transferable license to the Work Product as may be necessary for Purchaser to use, import, copy, modify, execute, display, perform and distribute copies of the Work Product.

13. INSURANCE. Vendor shall at its expense maintain commercial general liability, automobile liability and, if applicable, worker’s compensation (or its equivalent) insurance in commercially reasonable or, when applicable, statutorily required amounts to satisfy any claims which may arise under this PO. PGA TOUR, Inc. and its respective subsidiaries, including all officers, directors, and employees thereof shall be named as additional insureds on any commercial general liability policy related to this PO. Certificates of insurance evidencing such coverage must be immediately presented by Vendor upon demand by Purchaser. Purchaser reserves the right to require additional or specific levels of coverage upon demand.

14. INDEMNIFICATION. Vendor covenants and agrees to indemnify and hold Purchaser and its officers, directors, employees, affiliated entities and their respective officers, directors and employees harmless from and against any and all losses, claims, damages, expenses, judgments, awards, petitions, demands or liabilities (including without limitation reasonable attorneys’ fees however incurred), joint or several, arising out of or in connection with (a) Vendor’s performance or breach of its obligations under this PO, (b) the use or distribution of goods or services provided by Vendor that infringes any patent, trademark, copyright or other proprietary right of a third party, provided that Purchaser has not used any such goods in a manner not authorized by the guideline provided by Vendor, (c) the negligence or willful misconduct by Vendor or its officers, directors, employees, contractors or agents, or (d) failure to pay in full each third party utilized by Vendor to fulfill its obligations under this PO. Obligations to indemnify survive indefinitely.

15. LIMITATION OF LIABILITY. IN NO EVENT WILL PURCHASER BE LIABLE TO VENDOR OR ANY THIRD PARTY IN CONTRACT, TORT OR OTHERWISE FOR ANY LOSS OF PROFITS OR BUSINESS OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR AS A RESULT OF THESE T&C, THE PO OR ANY AGREEMENT BETWEEN THE PARTIES RELATED TO THE PRODUCTS, SERVICES OR DELIVERABLES VENDOR PROVIDES EVEN IF PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. RELEASE AND WAIVER. ALL POS SHOULD BE EXECUTED IN ADVANCE OF ANY SERVICES PROVIDED BY VENDOR. HOWEVER, IN THE EVENT A PO IS EXECUTED AFTER THE PROVISION OF SERVICES BY VENDOR, VENDOR HEREBY RELEASES AND HOLDS HARMLESS PURCHASER FROM ANY AND ALL RIGHTS, CLAIMS, DEMANDS, LOSSES, DAMAGES, EXPENSES, COSTS AND ACTIONS (INCLUDING REASONABLE ATTORNEYS’ FEES), WHETHER ARISING FROM, WITHOUT LIMITATION, THE NEGLIGENCE OF PURCHASER OR OTHERWISE, WHICH VENDOR MAY HAVE IN CONNECTION WITH THE PO, INCLUDING WITHOUT LIMITATION, ANY BODILY INJURIES, PERSONAL INJURIES OR PROPERTY DAMAGE THAT VENDOR MAY HAVE INCURRED.

17. ASSIGNMENT; SUBLETTING. Vendor may not assign or encumber this PO or any interest in whole or in part without the prior written consent of Purchaser, and any such assignment or encumbrance without such consent will be void.

18. DEFAULT. The following will be events of default by Vendor: (a) failure to comply with any term of this PO; (b) the filing by or against Vendor of any proceeding under the Federal Bankruptcy Code or any similar law; (c) the adjudication of Vendor as bankrupt or insolvent in proceedings filed under the Federal Bankruptcy Code or any similar law; (d) the insolvency of Vendor or the making of a transfer in fraud of creditors or an assignment for the benefit of creditors; or (e) the appointment of a receiver or trustee for Vendor or any of the assets of Vendor. On occurrence of any event of default, Purchaser may immediately cancel the PO in addition to and not in limitation of any other remedy permitted by law, in equity or by this PO.

19. AUDIT RIGHT. Vendor shall keep, maintain and preserve in its principal place of business for at least three (3) years following the date of this PO complete and accurate books and records covering all transactions related to this PO. Upon reasonable notice, Purchaser and/or its duly authorized representatives shall have the right to inspect and audit such books and records (including photocopying) during reasonable business hours.

20. RELATIONSHIP OF PARTIES. Vendor is an independent contractor and nothing herein shall be construed to make either party the partner, employee, joint venturer or agent of the other party. Neither party shall have the right or power to obligate or bind the other in any manner whatsoever. Vendor shall not be deemed nor shall it or its agents, contractors or employees hold themselves out as Purchaser’s agents, contractors or employees. Purchaser shall not withhold from any payment hereunder, except when required by law, any amount for income taxes, retirement or healthcare benefits, or any other legal deductions for any employees of Vendor, payment of which shall be Vendor's responsibility. Further, Purchaser shall not make premium payments or contributions for any workers' compensation or unemployment compensation benefits (or their respective equivalents) for any employees of Vendor, payment of which shall be Vendor's responsibility.

21. FORCE MAJEURE. Neither party shall be liable for a delay in performance of its obligations under this PO due to causes beyond its control and without its fault or negligence, including without limitation war, embargo, national emergency, riot, acts of public enemy, fire, flood or other natural disaster, provided that the affected party has taken commercially reasonable steps to notify the other party promptly in writing of the delay. Time is of the essence of this PO. Failure of subcontractors or inability to obtain materials is not considered a force majeure delay.

22. MISCELLANEOUS. This PO contains the entire understanding between the parties related to its subject matter. This PO may not be altered, waived, amended or extended except by a change order or separate PO that specifically references this PO by number and date. No waiver of any default will be deemed a waiver of any other or future default. Forbearance to enforce one or more of remedies will not be deemed to constitute a waiver. Waivers must be in writing signed by the party making the waiver. Rights granted are cumulative of every other right or remedy otherwise available at law or in equity. Exercise of one or more rights or remedies will not prejudice the concurrent or subsequent exercise of other rights or remedies. The prevailing party will be responsible for attorneys’ fees and other reasonable expenses incurred in any enforcement action. If any provision of this PO is held to be illegal, invalid or unenforceable, there will be added in lieu of such provision a new provision as similar in terms as possible that is legal, valid and enforceable. The provisions of this PO are binding on and inure to the benefit of Purchaser and Vendor and their respective heirs, personal representatives, successors and permitted assigns.

About PGA TOUR

PGA TOUR is the world’s premier membership organization for touring professional golfers, co-sanctioning more than 100 tournaments on the PGA TOUR, Champions Tour, Korn Ferry Tour, PGA TOUR Latinoamérica, PGA TOUR Canada and China Tour - PGA TOUR China Series.

PGA TOUR’s mission is to entertain and inspire its fans, deliver substantial value to its partners, create outlets for volunteers to give back, generate significant charitable and economic impact in communities in which it plays, and provide financial opportunities for TOUR players.

PGA TOUR tournaments are broadcast to approximately 715 million households in 225 countries and territories in 29 languages. Virtually all tournaments are organized as non-profit organizations in order to maximize charitable giving.

PGA TOUR's web site is PGATOUR.COM, the No. 1 site in golf, and the organization is headquartered in Ponte Vedra Beach, FL.