PURCHASE ORDER TERMS AND CONDITIONS

1. AGREEMENT & ACCEPTANCE

1.1 This Purchase Order (“Order”) constitutes GitLab’s offer to purchase Products and/or Services according to the terms and conditions set forth herein. “Services” means actions provided by Vendor, Vendor Personnel or Vendor Subcontractor as governed by this Order. “Products” are goods or products purchased by GitLab and provided by Vendor. Vendor’s acknowledgment, commencement of performance, or delivery of Products/Services constitutes acceptance of these exact terms without modification.

1.2 GitLab explicitly rejects any additional or different terms provided by Vendor, including but not limited to terms in quotes, invoices, product packaging (“shrink wrap terms”), online interfaces (“click wrap terms” or “browse wrap terms”), or any other writing or oral communication, unless agreed to in writing by an authorized GitLab signer, by hand, in ink.

2. DELIVERY & ACCEPTANCE

2.1 Time is of the essence for delivery of all Products and Services. Delivery shall be strictly in accordance with schedules in this Order. GitLab may cancel all or any portion of this Order, and reject any/all Products upon Vendor’s default for any delay or missed delivery milestone by providing a written Termination Notice. Upon cancellation, GitLab shall only pay for Products/Services provided and accepted prior to termination. Any prepayments for undelivered items shall be refunded within 30 days from the Termination Notice date.

2.2 Vendor shall notify the GitLab contact specified on the first page of this Order for authorization to proceed if Vendor cannot meet specified delivery dates.

2.3 Products ship FOB destination. Title and risk of loss pass to GitLab with written proof of delivery and acceptance at the listed delivery address. No air deliveries without GitLab’s written authorization. Vendor shall assume differential shipping costs if alternate shipping methods are necessary to meet delivery dates.

2.4 Delivery is complete only when Products have been documented as received and accepted by an authorized GitLab employee at the designated premises, notwithstanding any agreement to pay freight or transportation charges. Acceptance of Products/Services is subject to GitLab’s inspection and rejection rights and shall not waive GitLab’s right to cancel or return Products due to non-conformity, defects, or warranty breach. Prior payment does not constitute final acceptance, and rejected items shall not be replaced without GitLab’s specific written authorization.

3. WARRANTIES & INDEMNIFICATION

3.1 Vendor expressly warrants that all Products/Services will: a) Conform to GitLab specifications, drawings, samples, or other descriptions; b) Be performed by competent Vendor employees to highest industry standards; c) Be fit and sufficient for intended purpose; d) Be merchantable and of good quality and workmanship; e) Be free from defects in title, material, and workmanship; and f) Not infringe on intellectual property rights of any third party.

3.2 If Products/Services are found defective in material/workmanship (including damage from unsatisfactory packaging) or non-conforming to requirements, GitLab, in addition to other rights under warranties, law, or otherwise, may reject and return such items at Vendor’s expense and receive, at GitLab’s sole discretion, either full credit/refund or replacement without additional cost.

3.3 This warranty provision survives inspection, delivery, acceptance, payment, expiration or termination of this Order. Warranties run to GitLab, its successors, assigns, employees, and users of Products/Services.

3.4 Vendor shall defend, indemnify, and hold harmless GitLab, their affiliates and each of their shareholders, members, directors, officers, managers, employees, customers, partners, representatives, and agents including contractors and subcontractors from any third-party claims, demands, and liability for damages, losses, costs and expenses (including reasonable attorneys’ fees) arising from: a) Acts/omissions by Vendor, Vendor Personnel or Vendor’s Subcontractors in performance or delivery; b) Death, bodily injury, or property damage due to Vendor negligence or misconduct; c) Violation of third-party intellectual property rights; d) Breach of representations, warranties, or obligations; e) Failure to pay Vendor Personnel; or f) Claims by Vendor Personnel, governmental entities, or third parties related to employment or consulting relationships.

3.5 GitLab’s total liability under this Order shall not exceed the amount paid. GitLab shall not be liable for special, incidental, or consequential damages, even if notified of such possibility.

3.6 Vendor shall maintain adequate insurance coverage standard and commercially reasonable for Vendor’s industry and require the same of subcontractors and agents. Upon request, Vendor shall provide GitLab with insurance certificates.

4. PAYMENT AND TAXES

4.1 Correct invoices shall be sent by Vendor to GitLab upon acceptance of Products/Services. Invoices must indicate the associated Purchase Order number for related Product/Services delivered. Vendor shall supply invoices via email to ap@gitlab.com with required reference to this purchase order number. Payment terms are net sixty (60) days from invoice receipt date.

4.2 Vendor shall itemize and invoice GitLab for sales, use, transfer, gross receipts, federal excise and similar taxes lawfully levied at the time of invoicing for applicable Services. Alternatively, GitLab will provide tax exemption certificates. GitLab is not responsible for penalties/interest due to Vendor’s failure to timely pay taxes or notify GitLab of such taxes.

5. CONFIDENTIALITY & IP OWNERSHIP

5.1 All information received under this Order is confidential. Vendor shall not disclose any information from GitLab including the subject matter of this Order (including its existence and business relationship) without GitLab’s written authorization. If disclosure is legally required, Vendor shall provide copies to GitLab for prior review and comment to the extent permitted by law and take reasonable steps to allow GitLab to seek protective orders.

5.2 Neither party shall use the other’s name or logo or refer to the other directly/indirectly in media releases, announcements, or disclosures related to this Order without written consent for each use, which may be withheld or revoked at the party’s discretion.

5.3 All deliverables shall be considered GitLab’s exclusive property.

6. INDEPENDENT CONTRACTOR

6.1 The parties are independent contractors. Neither party is an employee, agent, partner or joint venturer of the other. Neither party shall bind the other to third-party agreements or incur obligations on behalf of the other. Nothing in this Order creates third-party beneficiaries, and neither party shall make contrary representations.

7. TERM & TERMINATION

7.1 GitLab may terminate: a) For convenience with at least ten (10) days prior written notice without penalty; or b) Immediately upon written notice for cause or to meet legal requirements.

7.2 Upon termination, GitLab shall pay for work satisfactorily completed through termination date, as determined by GitLab in its sole and reasonable discretion. Vendor shall refund prepaid unused fees. Vendor will not be paid for work not performed, anticipated profits, or consequential costs/expenses.

7.3 Sections 3 (Warranties), 4 (Liability - Indemnification - Insurance), 6 (Confidentiality), 6.3 (Ownership), 8 (Termination), and 9 (Miscellaneous) survive termination.

8. FORCE MAJEURE

8.1 Neither party is liable for performance delays due to causes beyond reasonable control including acts of god, public enemy, foreign/US government, political subdivisions, carrier acts (except affiliates/subcontractors/agents of claiming party), fires, floods, earthquakes, hurricanes, wars, epidemics, riots, quarantine restrictions, and freight embargoes (“force majeure conditions”). Performance times extend for the delay period.

8.2 Events caused by Vendor’s failure, act, or omission are not force majeure conditions. If Vendor exercises non-performance rights, GitLab is relieved of payment for undelivered items. Prepaid fees shall be refunded within 60 days of Vendor’s non-performance.

9. GENERAL PROVISIONS

9.1 Vendor shall comply with all applicable laws, statutes, rules, regulations, and government orders.

9.2 Vendor shall not subcontract without GitLab’s written authorization and remains liable for subcontractor acts/omissions.

9.3 This Order may not be assigned or transferred without prior written consent, except GitLab may assign to a successor or assignee of its related business portion.

9.4 This Order is governed by California law without conflicts of laws rules or UN Convention on International Sale of Goods. Parties consent to exclusive jurisdiction in San Francisco (state court) or Northern District of California (federal court).

9.5 This Order constitutes the entire agreement. Modifications require writing referencing this Order and signature by authorized GitLab representative.

9.6 Waiver of breach does not constitute waiver of future performance or other provisions. If any provision is declared invalid, remaining provisions remain effective.