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NERT Facility Solutions – Vendor Terms & Conditions

NERT Facility Solutions – Vendor Terms & Conditions

Last Updated: 3/20/2026

1. ACCEPTANCE OF TERMS

By accepting any Work Order (“WO”), Purchase Order (“PO”), performing any work, or submitting an invoice to NERT Facility Solutions LLC (“NERT”), Vendor agrees to be bound by these Vendor Terms & Conditions.

If Vendor has executed a separate written Master Service Agreement (“MSA”) with NERT, the terms of that MSA shall govern and control to the extent of any conflict.

These Terms are intended to supplement, and not replace, any executed MSA, and shall not modify or amend any executed MSA except where expressly agreed to in writing by NERT.

For all Work Orders issued after the effective date of these Terms, NERT reserves the right to require Vendor to execute an updated MSA or agree to revised terms as a condition of receiving additional Work Orders.

In the absence of a current executed MSA acceptable to NERT, these Vendor Terms & Conditions shall govern all work performed.

These Terms supersede any conflicting or additional terms contained in Vendor proposals, estimates, invoices, or communications unless expressly agreed to in writing by the Chief Financial Officer (CFO) of NERT.

Vendor’s acceptance may be evidenced by:

  • Written or email acceptance

  • Commencement of work

  • Submission of an invoice

2. WORK AUTHORIZATION

  • No work shall be performed without a valid WO issued by NERT.

  • A PO alone does not authorize work unless accompanied by a WO.

  • Any work performed without proper authorization may be denied payment in full.

All work must be performed strictly in accordance with the approved scope, pricing, and requirements. Any deviations must be approved in writing prior to execution.

Time is of the essence for all work performed.

3. PAYMENT TERMS

  • Payment terms are customer-specific and will be outlined in the applicable WO or PO.

  • If no specific terms are stated, the default payment term shall be NET 45.

  • The payment period begins only after ALL of the following are satisfied:

    • Work is fully completed in accordance with the WO/PO

    • All required documentation has been properly submitted and approved

    • Work has been accepted by the customer

  • Paid-When-Paid: Payment to Vendor is expressly contingent upon NERT receiving payment from its customer.

  • Payment may be delayed in the event of:

    • Customer non-payment

    • Disputes or audits

    • Customer insolvency, bankruptcy, or similar proceedings

Vendor agrees that such delays do not constitute a breach by NERT.

  • NERT reserves the right to:

    • Withhold payment

    • Apply offsets or backcharges

    • Deny payment for non-compliant work

  • Any deviation from these terms must be approved in writing by the CFO.

4. NO LATE FEES OR ADDITIONAL CHARGES

Vendor agrees that no late fees, interest, or finance charges shall apply unless expressly approved in writing by NERT’s CFO.

Any such terms included in Vendor invoices or communications are void and expressly rejected.

5. DOCUMENTATION & PORTAL REQUIREMENTS

All work and invoicing must be processed through NERT’s designated system (“Vendor Portal”), including:

  • Work Order management

  • Check-in / check-out procedures (IVR, GPS, or app-based)

  • Photo uploads

  • Invoice submission

Required documentation includes:

  • Valid invoice referencing PO/WO

  • Required photos (before/after or as specified)

  • Customer or store sign-offs (if required)

Failure to comply may result in:

  • Rejected invoices

  • Restart of payment terms

  • Delayed or denied payment

6. VENDOR OBLIGATIONS

Vendor shall:

  • Maintain all required licenses, certifications, and qualifications

  • Maintain required insurance coverage

  • Perform work in a professional, safe, and workmanlike manner

  • Comply with all applicable laws and regulations

  • Not subcontract work without prior written approval

  • Provide timely communication and updates

Vendor is an independent contractor and not an employee, partner, or agent of NERT.

7. INSURANCE

Vendor shall maintain, at minimum:

  • Commercial General Liability Insurance

  • Workers’ Compensation Insurance (as required by law)

  • Automobile Liability Insurance (if applicable)

Proof of insurance must be provided upon request and may be required prior to performing work.

8. INDEMNIFICATION

Vendor agrees to defend, indemnify, and hold harmless NERT Facility Solutions LLC, its affiliates, customers, and their respective owners, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • Vendor’s performance of work

  • Any breach of these Terms or any WO/PO

  • Negligence, recklessness, or willful misconduct

  • Violations of applicable laws or regulations

  • Bodily injury, death, or property damage caused in whole or in part by Vendor

This obligation applies to the maximum extent permitted by law, including claims involving concurrent negligence.

9. CUSTOMER ACCEPTANCE & HOLDBACKS

Payment is contingent upon customer acceptance of the work.

If a customer withholds payment for any reason, NERT reserves the right to withhold payment to Vendor until such payment is received.

Customer-specific holdbacks may apply and will be released only after customer payment is received.

10. NON-SOLICITATION / NON-CIRCUMVENTION

Vendor shall not solicit, contract with, or accept work directly from any NERT customer introduced through NERT for a period of 24 months following the last date of service.

11. LIEN WAIVER

To the extent permitted by law, Vendor agrees not to file or enforce any lien or claim against NERT or its customers unless payment has been wrongfully withheld after NERT has received payment from the customer.

Vendor agrees to provide lien waivers upon request or as a condition of payment.

12. TERMINATION

NERT may terminate any WO, PO, or Vendor relationship at any time, with or without cause.

Vendor shall be entitled only to payment for properly completed and approved work performed prior to termination.

Vendor waives any claim for lost profits, anticipated revenue, or unperformed work.

13. LIMITATION OF LIABILITY

To the maximum extent permitted by law, NERT shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to:

  • Loss of profits

  • Business interruption

  • Delay damages

14. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Rhode Island.

15. MODIFICATIONS

NERT Facility Solutions reserves the right to update or modify these Vendor Terms & Conditions at any time.

Updated terms will be posted at:
www.nfs247.com/vendor-terms

Vendor is responsible for periodically reviewing these Terms.

Vendor’s continued performance of work, acceptance of any WO/PO, or submission of invoices after such updates constitutes acceptance of the revised Terms.