Last Updated: March 14, 2024

Standard Terms and Conditions

Goods and Services

1. Definitions.

Capitalized terms that are not otherwise defined in the Agreement shall have the meanings assigned to such terms in this Section 1.

“Affiliate” means, with respect to either party to the Agreement, any entity that controls, is controlled by, or is under common control with the applicable party through the exercise of voting power or otherwise.

“Agreement” means, collectively, these Mister Car Wash Standard Terms and Conditions – Goods and Services, as amended, revised, and updated (“Terms”), Mister purchase agreement, purchase schedule, Order, blanket purchase agreement, Specifications, standards and policies referenced in and accompanying documentation that incorporate these Terms.

“Authorized Buyer” means a third party that is identified by Mister as a party that is authorized to purchase Products from Seller pursuant to the terms of the Agreement.

“Authorized Representative” means a current employee of Mister that has the actual or apparent authority to legally bind Mister.

“Confidentiality Agreement” means the standard Mister confidentiality and non-disclosure agreement that Seller already has executed or Seller agrees to execute and deliver to Mister as part of the Agreement and the terms of the same are hereby incorporated in this Agreement.

“Deliverables” means (i) the reports, presentations, data, information, notes, designs, specifications, studies, instructions, analyses, translations, training materials, prototypes, samples, concepts, recipes, computer programs, graphics, logos, images, prints, photographs, and any other items created for Mister or delivered or to be delivered to Mister in connection with the Services, and (ii) any “Deliverables” identified in an Order.

“Intellectual Property” means domestic and international rights in any (i) trademarks, (ii) patents, (iii) copyrights, (iv) trade secrets and confidential information, (v) other intellectual proprietary property (of every kind and nature and however designated), whether arising by operation of law, contract, license, or otherwise, (vi) derivatives, improvements, and modifications of the foregoing, and (vii) all registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing now or hereafter in force or hereafter acquired or adopted.

“Marks” means the name or any trademark, service mark, trade dress or logo of Mister.

“Order” means a purchase order, a blanket purchase agreement, a blanket purchase order, a release against a blanket purchase agreement, a job or work order, a statement of work, or other mechanism for ordering Products or Services.

“Product” means the goods and products, and any services related or incidental thereto, that are (i) offered for sale by Seller to Mister and/or Authorized Buyers, or (ii) purchased by Mister and/or Authorized Buyers from Seller, its Affiliates, service providers, agents, distributors, or representatives under this Agreement.

“Seller” means the entity listed in the Agreement as seller, including Seller’s Affiliates, agents, representatives, and service providers.

“Services” means the services described in any Order, and the Deliverables provided in connection with such Services or otherwise provided by Seller under this Agreement.

“Specifications” means, as applicable (i) the written specifications, requirements, guidelines and/or standards with respect to the Product or Services that have been provided to or approved by Mister; (ii) a physical sample or prototype of the Product that has been provided by Mister to Seller; or (iii) a physical sample or prototype of the Product that has been provided by Seller and approved by Mister. Mister shall have the right at any time to make changes in the Specifications, delivery terms or any other provision of the Agreement. If any such change causes a material increase in the cost of or time required for Seller’s performance, Seller shall immediately notify Mister of such increase and the parties shall agree on revised pricing or time for performance, if any.

“Mister” means the respective Mister Car Wash entity from Exhibit A that has ordered Products or Services from Seller or the Mister Car Wash entity from Exhibit A that has engaged Seller for a potential or actual business transaction and only such entity. For clarity, no other Affiliate or Mister Car Wash entity from Exhibit A shall be liable to Seller for any other contracts, Product, Order, Services, or otherwise for the obligations of other Mister Car Wash entity from Exhibit A.

“Mister Intellectual Property” means Intellectual Property that is owned or licensed by Mister, including without limitation the Marks and Mister confidential information.

2. Mister Offer to Purchase.

The Agreement represents Mister’s offer to purchase the Products and Services set forth in the Order. The quantity and description of any Products and Services is set forth in the Order. No Order or purchase forecast will constitute a commitment on the part of Mister to purchase any specific quantity, amount or type of Product or Services unless expressly stated therein.

Mister’s offer to purchase the Products and Services is expressly limited to, and expressly made conditional on, Seller’s acceptance of the terms of the Agreement, including without limitation, these Terms. Mister objects to and rejects any different or additional terms.

3. Seller’s Acceptance.

Seller will be deemed to have accepted the terms of the Agreement: (i) even if Seller’s acceptance purports to make acceptance conditional on acceptance of inconsistent, additional or different terms to the Agreement; (ii) when acknowledged by Seller in writing; or (iii) if Seller makes any shipment or performance in response to or in anticipation of an Order. Seller’s alternate, different, or inconsistent terms on any purchase confirmation, invoice or other document shall not apply and only this Agreement shall control as to transactions between Mister and Seller.

4. Price

The purchase price will be set forth in the Order. Unless otherwise provided in the applicable Order, the price set forth in the Order includes all applicable taxes, duties, tariffs, surcharges, and other amounts assessable by any government authority with respect to the Products or Services. The purchase price may not be modified or changed without the prior written agreement of Mister.

5. Quantity

The quantity and description of any Product or Services will be set forth in the Order. Mister makes no representations regarding the number of Orders to be placed, or volume of Products or Services, beyond what is specified in an Order. Except for an Order, nothing in the Agreement will constitute a commitment on the part of Mister to purchase any specific quantity, amount or type of Product or Services. Mister shall have the right at any time to make changes in the scope or quantity of the goods or services covered by this Order, and in other terms hereof by written notice to Seller, and Seller agrees to comply with such changes for which an equitable adjustment will be made to any price, time of performance, and other provisions of this Order, if appropriate.  Claims for such an adjustment must be made within (15) calendar days from date of receipt by Seller of notice of the change.  Substitutions or changes in quantities or specifications by Seller shall not be made without Mister’s prior written approval.

6. Invoices

Seller’s invoices, together with such supporting documents as may be reasonably requested by Mister, must be sent in accordance with the schedule and to the address listed in the Agreement or on the Order. Additional requirements are set forth below (“Invoice Detail Minimum Data Required”):

 

Mister will have no obligation to pay for any Product until a correct invoice for the Product is received from Seller. Seller must send individual invoices and supporting documentation, in PDF form, to invoices@mistercarwash.com for accurate and prompt payment processing. Inquiries may be sent to apadmin@mistercarwash.com. Payment terms are net sixty (60) days from Mister’s receipt from Seller of a correct and undisputed invoice, unless otherwise set forth in the Order. Seller must submit an invoice for Products no later than six (6) months after the date the Products are delivered to Mister. If Seller fails to submit an invoice within this 6-month period, Seller waives the right to payment for the Products and waives any claims against Mister relating to non-payment or otherwise relating to such Products. Seller acknowledges that Mister shall have no obligation to pay any invoices submitted by Seller more than six (6) months after the delivery date of the Products to Seller. Seller acknowledges and agrees that the failure to timely submit invoices is reasonable given Mister’s need to properly account for and accrue for material purchases and is an essential part of Goods T&Cs. This timely invoicing requirement shall apply regardless of any other payment terms stated elsewhere herein or the Agreement.

The items below must be present on your invoice to successfully generate timely payments:

You must ensure that you are billing to the correct entity of Mister; if you are not sure please work with the person placing the order with you to confirm. Billing to the wrong entity will delay payment processing. **Please note that a single invoice for each entity is required as charges cannot be combined into a single bill.**

  • Your remittance information (payee name & address) if it differs from your legal or general mailing information.
  • Invoice number (unique)
  • Invoice date and invoice amount
  • Description of product or service
  • Amount by line item
  • Mister Authorized Representative name in the Bill-to/Ship-to line.

 

Purchase Order Invoicing requirements:

PO values outlined below are required to be presented on your invoice(s) and must match identically to the Mister Purchase Order provided. Missing or inaccurate information will delay payment.

  • Purchase Order number
  • PO line number
  • PO shipment number
  • Item / SKU#
  • Item description
  • PO quantity
  • Unit of measure and unit price
  • Extended price / line amount
  • The P.O. should indicate the correct legal bill-to name and address. If in doubt, confirm the bill-to information with your Authorized Representative.

Invoices should be sent to invoices@mistercarwash.com in PDF format, ONLY ONE (1) invoice per PDF will be accepted.

Statements and correspondence should be sent to apadmin@mistercarwash.com.

7. Payment Terms

Unless otherwise set forth in the applicable Order, payment terms are net 60 days from Mister’s receipt of a correct and undisputed invoice from Seller.

8. Authorized Buyers

8.1. Seller acknowledges and agrees that from time to time Mister may designate an Authorized Buyer to purchase Products from Seller and that Products purchased by Authorized Buyers may be used and incorporated into goods and products that are manufactured, produced, and supplied by Authorized Buyers to Mister. The Agreement will govern all Orders issued by Mister and/or its Authorized Buyers, and all Products that are, directly or indirectly, supplied to Mister.

8.2. Seller acknowledges and agrees that Mister is not acting as a guarantor with respect to the acts or omissions of any Authorized Buyer. Without limiting the generality of the foregoing, Mister will not be liable for any act or omission of any Authorized Buyers, including without limitation an Authorized Buyer’s failure to purchase its forecasted quantities or pay for Products delivered to the Authorized Buyer or delivered by Authorized Buyer to Mister.

8.3. If Mister notifies Seller in writing that a named party is no longer an Authorized Buyer, Seller will immediately cease to accept any Orders from such party under this Agreement and will not deliver or prepare for pickup any Products with respect to any unfulfilled Orders.

8.4. Seller acknowledges and agrees that Authorized Buyers that purchase Products are intended third party beneficiaries of the terms of the Agreement.

9. Acceptance; Nonconforming and Late Deliveries.

9.1. All Products and Services are subject to inspection and acceptance as described in the Agreement and in compliance withMister’s Specifications or other requirements.

9.2. All shipments and deliveries of Product must be in accordance with the quantities and schedules stated in the Agreement. Substitutes and partial or incomplete Orders will not be accepted. Time is of the essence. Seller may not make advanced, late, short or excess deliveries without the prior written consent of an Authorized Representative of Mister. Seller will promptly notify Mister of any known or anticipated delay or failure to meet any requirements of the Agreement. Mister is not obligated to pay for or accept Products that do not strictly comply with the applicable Agreement, whether due to incorrect (over or short) quantities, quality, untimely shipments or deliveries, or otherwise, and such shipments may be returned at Seller’s expense and risk with no liability to Mister.

9.2.1. If Seller delivers nonconforming Products, Mister may, in its sole discretion (i) accept all or any portion of a nonconforming delivery, or (ii) reject all or any portion of the nonconforming delivery. If Mister elects to accept all or any portion of a nonconforming delivery, Mister will only be obligated to pay for the Products that are accepted, subject to a mutually agreeable reduction in price or other consideration. Mister’s acceptance of all or any portion of a nonconforming delivery shall not waive Mister’s right to pursue other remedies (such remedies being expressly reserved) provided by this Agreement, law, or in equity and shall not act as an election of remedies.

9.2.2. If Seller fails to deliver the Product within the time period or by the delivery date set forth in the Agreement, Mister may, in its sole discretion, reject or accept the late delivery.

9.3. All Deliverables must be developed, created, tested and delivered in accordance with the Specifications and this Agreement, including the due dates set forth in the applicable Order, or as otherwise agreed by the parties in writing. Following delivery of any Deliverable, Mister will have the right to review and evaluate the Deliverable to determine whether it complies with the terms of the Specifications and this Agreement.

9.3.1. If Mister rejects any Deliverable, it shall notify Seller within thirty (30) days of such rejection and the reason therefore, and Seller shall correct and redeliver, at Seller’s sole expense, the Deliverable within ten (10) business days of such notice, or such other period agreed upon by the parties in writing (the “Correction Period”).

9.3.2. If Seller fails to deliver any Deliverable by its due date, or if Mister rejects any Deliverable in accordance with this Section 9, then Mister may, at its sole option, and without waiving any other remedy: (i) extend the Correction Period; (ii) accept the non-conforming or untimely Deliverable and continue under this Agreement, subject to a mutually agreeable reduction in compensation payable to Seller or other consideration; (iii) reject the non-conforming or untimely Deliverable and receive a refund of any amounts paid to Seller for the Deliverable; (iv) offset any amounts owed to Seller by Mister or any Affiliate against any damages incurred or reasonably anticipated to be incurred by Mister related thereto; (v) terminate the Agreement or the applicable Order without any obligation to pay any amount associated with the rejected or untimely Deliverable.

9.4. Mister reserves the right to cancel further Product or Services deliveries at any time by written notice to Seller, and Seller will thereupon cease work hereunder and hold all the completed and partially completed Product or Services and any materials acquired specifically to produce the Product or Services subject to Mister’s instructions. In the latter case, as Mister’s sole obligation for such cancelation, Mister will at its expense and risk remove such Product or Services and materials from Seller’s facility and will purchase such items from Seller for cash payments equal to the following amounts: (i) the prices stipulated in the Agreement for the completed Product that have been inspected and accepted by Mister; and (ii) Seller’s cost, including a reasonable overhead allocation, which will be determined in accordance with generally accepted accounting principles and together will not exceed the contract price, for each uncompleted Product or Services or item of such materials. If there is any such cancellation or suspension under this paragraph of further Product or Services deliveries, Seller’s representations, warranties and covenants hereunder will continue to apply to all previously delivered Product or Services.

10. Shipping and Delivery

Unless otherwise specified in an Order, if a shipment of Products both originates and ends within the United States, title and risk of loss will pass upon delivery to Mister at the delivery location identified on the Order or otherwise provided by Mister. Unless otherwise specified in an Order, if a shipment of Products originates or ends within the United States, the parties agree that the shipping term will be DDP (as published by the International Chamber of Commerce 2010) Mister delivery location identified on the Order or otherwise provided by Mister. Seller shall comply with any additional requirements regarding the packing and shipment of Products as provided by Mister. Delivery delay or default of any agreed installment shall relieve Mister of its obligation to accept and pay for remaining deliveries.  Shipment or delivery of goods shall be in accordance with the schedule specified in this Order.  If Seller does not, or it appears that Seller will not, meet such schedule, Mister may, in addition to any other rights or remedies provided by law or this Order, require that Seller ship the goods via expedited routing to meet the specified schedule or to recover the time lost, and Seller shall pay the difference in shipping costs. Seller shall be responsible for providing adequate packaging, tagging, labeling, packing, shipping and billing.  Seller shall comply with all packaging, tagging, labeling, packing, shipping and billing requirements reasonably requested by Mister or established by applicable laws, regulations, carrier tariffs and classifications.  Unless specified in the Order, Seller may not make deliveries in installments without Mister’s prior written consent, which may be granted or withheld in Mister’s sole discretion.  Seller shall ship all products in full packs and full shipments in accordance with Mister’s requirements.

11. Termination

Mister reserves the right to terminate the Agreement or any Order by providing Seller with ten (10) days written notice. In addition, Mister may terminate the Agreement or any Order immediately at any time if any of the following occurs: (i) Seller fails to comply with any requirements or obligations under the Agreement; (ii) Seller makes any assignment for the benefit of Seller’s creditors; or (iii) a receiver is appointed for Seller.

12. Obligations upon Termination

In the event of any termination of this Agreement or the expiration or termination of any Order, then, unless otherwise provided in the applicable Order, the following will apply:

12.1. Seller will cease performance and cooperate with Mister to affect an orderly, efficient, effective and expeditious winding-down of the parties’ respective activities.

12.2. Seller will return to Mister all tools, data, information, items and other materials provided by or on behalf of Mister.

12.3. Seller will promptly deliver to Mister any completed or partially completed Deliverables which have been paid for.

12.4. Mister and Seller will in good faith attempt to reach a fair and equitable modification of their rights and obligations under this Agreement; provided, however that Mister will not compensate Seller for any Services not performed or Products not shipped by the date of such expiration or termination, and in no event will Seller be entitled to any termination fee, reallocation of cost, recovery of lost profit or overhead charges. Seller’s request for an equitable adjustment under this paragraph must be submitted to Mister in writing within 30 days of receipt of notice of termination and is subject to Mister’s approval in its sole discretion, otherwise all such claims of Seller shall be deemed to have been waived.

13. Recalls

Mister may initiate a recall, withdraw the Products, or suspend the sale or distribution of the Product (collectively, a “Recall”) if (i) the Products create a risk of personal injury or public safety or risk to Mister property or personnel, or (ii) Mister reasonably anticipates that the Products will adversely affect Mister, the Marks, or the goodwill associated with Mister and the Marks. Seller will not contact any third parties or make any public statement regarding any investigation, notification, or Recall without the prior written consent of an Authorized Representative of Mister.

14. Representations and Warranties

Seller represents, warrants, and covenants to Mister that all Products and Services: (i) are free from defects; (ii) are merchantable and fit for their intended purpose; (iii) conform to the Specifications and other requirements of the Agreement; (iv) are free and clear of all liens, claims or encumbrances; (v) comply with all applicable laws, ordinances, regulations, rules or governmental orders; and (vi) do not infringe or violate the Intellectual Property rights of any third parties. Seller further warrants that all Services hereunder shall be performed by personnel with the experience, training, skill and other qualifications needed to perform the Services, and will be provided in a timely, professional and workmanlike manner, in accordance with the highest industry standards. Seller further represents and warrants that: (i) Seller has complied with and will at all times be in compliance with applicable laws, ordinances, regulations, rules or governmental orders; (ii) Seller has all necessary licenses, permits, rights, powers, and authority to enter into the Agreement and perform its obligations pursuant to the Agreement; and (iii) the execution and performance of the Agreement will not result in the breach by Seller of any agreement, covenant, court order, judgment or decree to which Seller is a party or by which it is bound. Unless otherwise provided in an Order, all warranties contained in the Agreement are in addition to all other warranties, express, implied or statutory, applicable to Seller or the Products or Services. Seller further represents and warrants that (i) Seller has complied with and will at all times be in compliance with applicable laws, ordinances, regulations, rules or governmental orders; (ii) Seller has all necessary licenses, permits, rights, powers, and authority to enter into the contract evidenced by the Agreement and perform its obligations pursuant to the Agreement; and (iii) the performance of the Seller’s obligations under the Agreement will not result in the breach by Seller of any agreement, covenant, court order, judgment or decree to which Seller is a party or by which it is bound. Unless otherwise provided in an Agreement, all warranties contained herein are in addition to all other warranties, express, implied or statutory, applicable to Seller or the Products. Seller’s uncured breach of any of its representations, warranties, covenants, or obligations hereunder will, in addition to Mister’s other rights and remedies, entitle Mister to suspend or cancel further Product deliveries or purchases without penalty of liability to Mister.

NO WARRANTY, LIABILITY OR INDEMNIFICATION OBLIGATION OF SELLER HEREUNDER, NOR ANY OTHER EXPRESS OR IMPLIED WARRANTY BY SELLER RELATING TO THE AGREEMENT WILL BE DEEMED TO BE DISCLAIMED, EXCLUDED, LIMITED OR WAIVED UNLESS EVIDENCE BY A SPECIFIC, WRITTEN AMENDMENT TO THE AGREEMENT SIGNED BY A MISTER AUTHORIZED REPRESNETATIVE.

15. Indemnification

Seller shall indemnify, defend, and hold harmless Mister, any Authorized Buyers, and its and their directors, officers, managers, employees, representatives, agents, successors and assigns from against any and all third party actions, demands, allegations, claims, liability, investigations, suits, loss or expense, including, without limitation, reasonable attorneys’ fees and cost of litigation (“Claims”), arising out of or related to: (i) the actual or alleged infringement, violation, or misappropriation of a third party’s Intellectual Property rights by Seller or the Products or Services (excluding claims of infringement arising from Mister Intellectual Property); (ii) Seller’s breach of the Agreement; (iii) any claims of personal injury, death, or property damage caused by the Products or arising out of the Seller’s performance (or non-performance) of the Services; (iv) Seller’s negligence or willful misconduct; (v) the actual or alleged defect in the Products; (vi) actual or alleged breach of warranty; (vii) failure of Seller to deliver the Products on a timely basis; (viii) failure of the Products to meet the requirements of the applicable laws and regulations and relevant standards, or (ix) any disputes between Seller and any supplier, vendor, or service provider of Seller. In addition, Seller shall indemnify, defend, and hold harmless Mister and Authorized Buyers against any and all Claims arising out of or related to Recalls of the Product resulting from Seller’s breach of the Agreement, Seller’s violation of laws, or Seller’s negligence or willful misconduct. The obligation to pay attorneys’ fees in this indemnity provision includes all attorneys’ fees incurred in defending any allegation or claim or establishing the right to indemnity under this Agreement. All indemnification obligations survive the termination of this Agreement or any Order.

In addition, Seller shall indemnify, defend, and hold harmless Mister against any and all claims arising out of or related to recalls of the Product resulting from Seller’s breach of the Agreement, Seller’s violation of laws, or Seller’s negligence or willful misconduct. Mister reserves the right to require from Seller, at any time, satisfactory assurance of performance of Seller’s indemnity and other obligations to Mister, including evidence of appropriate insurance coverage. Seller’s refusal or failure to promptly furnish such assurance will be a breach by Seller entitling Mister to suspend or cancel further Product deliveries hereunder. The obligation to pay attorneys’ fees in this indemnity provision includes all attorneys’ fees incurred in defending any claim or establishing the right to indemnity under the Agreement. All indemnification obligations survive the termination of any Agreement.

16. Mister Intellectual Property

Seller acknowledges that all rights of ownership of the Marks, Mister confidential information, and Mister Intellectual Property belongs exclusively to and inures to the benefit of Mister. Seller will not at any time acquire any rights, title or interest in the Marks, Mister confidential information, or Mister Intellectual Property. Seller agrees that it will not at any time contest the ownership or validity of any of the Marks, Mister confidential information, or Mister Intellectual Property, nor register or attempt to register any of the foregoing nor assist anyone else to do so, nor do anything that would jeopardize or diminish the Marks, Mister confidential information, or Mister Intellectual Property.

17. Works for Hire

Any work or work product, and all Intellectual Property related to any work or work product (collectively, “Works”), created by Seller or its employees, service providers, contractors, or agents at the request of Mister and incorporated into the Product or Services, including but not limited to any Deliverables, will be deemed to have been specifically ordered and commissioned by Mister, and will be considered a work made for hire from the moment of creation and will be the sole and exclusive property of Mister without any need for accounting therefor. To the extent that the Works are not considered works-made-for-hire, without reservation or limitation, Seller (on behalf of itself and its employees, service providers, contractors, and agents to) hereby assigns, transfers and conveys the Works to Mister, exclusively, irrevocably, and perpetually, together with all right, title and interest and any goodwill associated therewith throughout the world. No rights are reserved for or by Seller (or its employees, service providers, contractors, and agents to) or will revert to Seller, who expressly waives any rights of attribution or integrity. Seller agrees to obtain all appropriate releases and assignments necessary to convey to Mister the rights in the Works. Seller agrees to make (and shall cause its employees, service providers, contractors, and agents to make) full disclosure to Mister of all aspects of all Works. Seller agrees not to file for or register any patents, trademarks, or copyrights in connection with the Works. Upon completion of the Works (or Mister earlier request) Seller must deliver to Mister the Works together with all copies of the Works. Seller must provide (and shall cause its employees, service providers, contractors, and agents to provide) Mister with such information and know-how as necessary to use and utilize the Works and improvements or derivatives related to the Works. Seller further agrees not to (nor assists anyone to) make any claim to, take any adverse action against or damage the goodwill or validity of the Works and Mister rights herein. Seller grants to Mister a non-exclusive, worldwide, irrevocable, royalty-free license, with the ability to license and sublicense and without a need for accounting, to make or use any and all of Seller’s Intellectual Property rights in connection with the use and utilization of the Works and improvements or derivatives related to the Works. Any items owned by Mister used by Seller in the design, production, or delivery of the Product, will remain Mister’s property (“Property”). While any such Property is in Seller’s possession, such Property will at Seller’s expense be stored and kept in good condition by Seller and Seller will replace any such Property which is damaged or destroyed or reimburse Mister for any damage to or loss of such Property. Seller shall not allow any liens or encumbrances to be taken against such Property. In the event Seller conceives, through Mister’s participation or contribution, of any design changes or design completions that constitute improvements on the subject matter of the Order, such improvements shall belong solely to Mister. No such improvements will be used in the production or design of any articles other than the Product, nor will Products made using such items be furnished or quoted to any party other than Mister, without Mister’s written consent. At the completion or termination of the Order, such Property or improvements will be delivered or disposed of as Mister directs.

18. Confidentiality

Seller may not disclose any information regarding the business relationship between the parties, Mister use of the Products, Services, or any other information arising from or related to the business activities between the parties. Without limiting the generality of the foregoing, Mister and Seller agree to be bound by the terms of the Confidentiality Agreement. If Mister disclosed any sensitive, private, secret, proprietary, or confidential information to Seller prior to the execution of the Confidentiality Agreement, Seller agrees that such information will be governed by this Section 18 and the terms of the Confidentiality Agreement. The Agreement and the business relationship between the parties are confidential information and subject to the terms of this Section 18 and the Confidentiality Agreement. Any breach of the Confidentiality Agreement will constitute a breach of the Agreement. In the event of conflict between the terms of the Confidentiality Agreement and these Terms, the terms of the Confidentiality Agreement will prevail.

19. No Publicity

Seller may not refer to Mister, the Agreement or the existence of a business relationship between Seller and Mister for any marketing or promotional purposes, without the prior written consent of an Authorized Representative of Mister.

20. Use of Mister Marks

Seller may not use Mister name or the Marks in any manner, promotional or otherwise, without the prior written consent of an Authorized Representative of Mister. In the event Mister consents to Seller’s use of Mister name or the Marks, such use is contingent upon Seller’s compliance with Mister guidelines, requirements and other instructions for such use and such consent may be revoked at any time, in Mister sole discretion. All goodwill arising out of Seller’s use of the Marks will inure solely to the benefit of Mister.

21. Subcontracting

Seller may not subcontract all or any portion of its obligations or duties under the Agreement without the prior written consent of an Authorized Representative of Mister, which consent may be withheld in Mister sole discretion. To the extent Mister consents to the use of subcontractors, any acts or omissions of a service provider or subcontractor of Seller will be deemed to be the acts and omissions of Seller.

22. Quality Assurance

Seller shall maintain a quality assurance program that is acceptable to Mister for all Products contemplated by the Agreement. Without limiting the generality of the foregoing, Seller must comply with Mister’s standards provided by Mister, as such standards may be amended, changed, or modified by Mister from time to time. The then current versions of the aforementioned standards will be included in the Order or otherwise provided by Mister.

23. Travel

If Seller is providing Services, Mister will have no obligation to reimburse Seller for travel and related expenses, unless a Mister Authorized Representative authorizes such expenses in advance and in writing. In such event, Mister shall reimburse Seller only for travel and other expenses pre-approved in writing by a Mister Authorized Representative.

24. Insurance

Seller will obtain and maintain at its own expense and with insurance companies that have a rating of A-/VII or better from A.M. Best Co. the following insurance coverage for the benefit of Mister: (i) worker’s compensation insurance within statutory requirements; (ii) employer’s liability insurance with minimum coverage of bodily injury by accident—$500,000 each accident, bodily injury by disease–$500,000 each employee, and policy limit; (iii) commercial general liability insurance (including premises and operations, products and completed operations, blanket contractual liability and personal and advertising injury) with minimum coverage of $2,000,000 per occurrence with $3,000,000 general aggregate and $3,000,000 product and completed operations aggregate; (iv) commercial real property insurance sufficient to cover losses to property and interruption of business; (v) where applicable, auto liability coverage for owned, hired and non-owned automobiles with a minimum coverage of $1,000,000; (vi) professional errors and omissions insurance coverage with a minimum limit of $1,000,000 per occurrence and $2,000,000 in the aggregate; (vii) umbrella insurance coverage with a minimum coverage of $10,000,000; and (viii) cyber and technology products & services liability insurance with limits of not less than $10,000,000 for each wrongful act, that provides coverage for: (a) Liability for network security failures or privacy breaches, including loss, unauthorized access, use or disclosure of Mister Data, whether by Seller or any of subcontractor or cloud service provider used by Seller (including but limited to, failure to implement and maintain reasonable security procedures); (b) Costs associated with a privacy breach, including notification of affected individuals, customer support, forensics, crises management / public relations consulting, legal services of a privacy attorney, credit monitoring and identity fraud resolution services for affected individuals; (c) Expenses related to regulatory compliance, government investigations, fines, fees assessments and penalties (including but not limited to compliance with and fines and penalties related to the General Data Protection Regulation (GDPR)); (d) Liability for technological products and services (including but not limited to, software copyright infringement); (e) PCI fines, fees, penalties and assessments; (f) Cyber extortion payment and response costs; (g) First and Third Party Business Interruption Loss resulting from a network security failure; (h) Costs of restoring, updating or replacing data; (i) Liability losses connected to network security, privacy, and media liability (including but not limited to infringement of media intellectual property).

If the cyber liability insurance policy is written on a claims-made basis, the retroactive date should be prior to the commencement of this agreement/addendum. If the cyber liability policy is written on a claims-made basis and non-renewed at any time during and up until the project completion signing date, Seller shall purchase an Extended Reporting Period for at least a two year period.  Mister will be named as an additional insured, and Seller’s policy will provide a carve-back to the “Insured versus Insured” exclusion for claims brought by or on behalf of additional insureds. Mister will be provided with a waiver of subrogation, by endorsement to the required cyber liability policy and Seller agrees that it is responsible for any applicable self-insured retention or deductible related to any Claim under an insurance policy subject to this Agreement.  Concurrent with execution and delivery of this Agreement, Seller will provide Mister with a certificate of insurance issued by an authorized representative of Seller’s insurance company, showing all required coverages and naming Mister as an “Additional Insured” under the general liability policy, errors and omissions policies and providing a waiver of subrogation in favor of Mister. Such insurance policies must be primary and non-contributing with any insurance otherwise available to Mister. In addition, Seller will provide Mister with evidence of such insurance in the form of an insurance certificate upon request. Seller will provide Mister with written notice of the scheduled expiration or termination of its Commercial General Liability policy no later than thirty (30) days’ prior to the effective date of any expiration or termination. Seller shall maintain other insurance as reasonably requested by Mister.

25. Audits and Inspections

Mister and its service providers shall have access to any facility, warehouse, plant, or site where the Products, or any ingredients or components that are used to manufacture and produce the Products, are manufactured, processed, converted, and/or stored to inspect and audit the Products and the activities being performed by Seller, and to ensure Seller’s compliance with this Agreement. Seller shall provide such information requested by Mister or its service provider in connection with any audit, inspection, or assessment of Seller, its Affiliates, suppliers, subcontractors, service providers, and representatives and their compliance with this Agreement. Seller will cooperate with these inspections. Seller shall cause all of its Affiliates, suppliers, subcontractors, service providers, and representatives to comply and cooperate with any audit or inspection conducted by Mister or its service provider. Seller will implement any reasonable corrective action requested by Mister resulting from any inspection.

26. Governing Law and Dispute Resolution

The Agreement and any all disputes between Seller and Mister are governed by and must be construed in accordance with the laws of the state of Arizona, without reference to conflicts of law principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Pima County, Arizona for any legal proceeding involving the Agreement or any dispute between Seller and Mister. None of the provisions of the United Nations Convention on Contracts for the International Sale of Products will be applied to the interpretation or enforcement of the Agreement. In the event of any dispute regarding the interpretation or enforcement of the Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and cost of litigation.

27. Rights and Remedies

In addition to any remedy identified in the Agreement, if Seller breaches any term of the Agreement, Mister will have the right to: (i) terminate the Agreement and/or any Order; (ii) demand the immediate return of all confidential information; (iii) recover its damages incurred by reason of such breach or enforcement of this Agreement, including, without limitation, incidental and consequential damages, and its attorneys’ fees (whether litigation is actually commenced or not) and costs of litigation; (iv) obtain injunctive relief to prevent such breach or to otherwise enforce the terms of the Agreement; and (v) pursue any other remedy available at law or in equity. Failure to properly demand compliance or performance of any term of the Agreement will not constitute a waiver of Mister rights or remedies. All rights and remedies of either party hereto are cumulative of each other, and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

28. Waiver

No waiver of any term or condition is valid unless it is in writing and signed by a duly authorized person of Seller and an Authorized Representative of Mister. Mister inspection, acceptance of a nonconforming delivery, test, payment, delay or failure to inspect or test, or failure to discover any defect will not be deemed to be a waiver of any of Mister rights or remedies.

29. Assignment

Seller may not assign the Agreement or any of its rights, interests, duties, or obligations with respect to the Agreement, whether by operation of law, contract or otherwise, without the prior written consent of an Authorized Representative of Mister.

30. Independent Contractor

Seller represents and warrants that it is a seller, in the ordinary course, of the Products of the kind being purchased. If Seller is to provide Services under the Agreement, Seller represents and warrants that it is an independent contractor and not an employee, agent, joint venturer or representative of Mister. Nothing in the Agreement will be construed as creating an employer-employee or a principal-agent relationship. Seller has no authority to bind or otherwise obligate Mister in any manner.

31. Notices

Whenever a provision is made under the Agreement for any notice or declaration of any kind, or where it is deemed desirable or necessary by Seller to serve such notice to Mister, it must be in writing and served either personally or sent by United States mail, certified, postage prepaid, addressed at the addresses set forth below or at such address that Mister may from time to time. Notices will be deemed delivered upon receipt. Notices to Mister must be sent to the following addresses:

Mister Car Wash, Attn: General Counsel, 222 E. 5th Street, Tucson, AZ 85705

Notices to Seller may be delivered to any address for Seller in this Agreement or Seller’s principal place of business or through its registered agent.

32. Survival

Any provision of the Agreement which imposes upon a party an obligation after termination or expiration of the Agreement, including without limitation Sections 9, 12, 13, 14, 15, 16, 17, 18, 19, 20, 24, 26, 27, 28, 29, 30, and 33 will survive the termination or expiration of the Agreement or the completion or fulfillment of any Order, and shall be binding upon such party, its successors and assigns. In addition, any provision of the Agreement which imposes upon Seller an obligation after termination or expiration of this Agreement or the completion or fulfillment of any Order shall survive and be binding upon Seller, its Affiliates, their successors and assigns.

33. Amendments

Mister shall have the right to amend, revise, and update these Standard Terms and Condition of Purchase at any time by providing written notice to Seller. Any amendments, revisions, or updates to these Terms shall be effective if Mister provides Seller with written notice and shall apply to all Orders issued subsequent to the date of such notice. A copy of the then current Terms shall be accessible at [insert hyperlink].

34. Complete Agreement

Except as set forth in Section 35 above, the Agreement constitutes the complete agreement between the parties and may not be altered or modified except in writing duly executed by an Authorized Representative of Mister. Mister objects to any inconsistent, additional or different terms in any prior or subsequent invoice, acknowledgment, confirmation or other document. Trade custom, trade usage and past performance are superseded by the Agreement and may not be used to interpret the Agreement. If any provision of the Agreement becomes void or unenforceable by law, the remaining provisions are still valid and enforceable.

Exhibit A

Affiliate/Subsidiary Location of Operations
Car Wash Partners, LLC AZ and various others
CWPS Corp. AZ, NM, and TX (except Houston)
CWP West, LLC CO, WA, ID, MN, WI, IL, MI, PA, MD, IA, MO, and UT
CWP Asset Corp. TX (Houston)
Car Wash Headquarters, LLC AL, MS, GA, TN, and FL (various locations),
CWP California Corp. CA (all locations except Modesto)
Prime Shine, LLC CA (Modesto)
Sunshine Acquisition Sub, Corp. FL (various locations)