---
title: Bitworks LLC — Purchase Order Terms and Conditions
url: "https://bitworks.io/po-terms/"
description: "Last updated: June 20, 2026 These Terms govern each purchase order (“PO”) issued by Bitworks LLC (“Bitworks”) to the supplier named on the PO (“Supplier”) and are incorporated into each PO by reference. 1. Acceptance; Governing Terms. This PO is Bitworks’ offer, expressly limited to these Terms. Supplier accepts by acknowledging the PO in writing, […]"
---

# Bitworks LLC — Purchase Order Terms and Conditions

> Last updated: June 20, 2026 These Terms govern each purchase order (“PO”) issued by Bitworks LLC (“Bitworks”) to the supplier named on the PO (“Supplier”) and are incorporated into each PO by reference. 1. Acceptance; Governing Terms. This PO is Bitworks’ offer, expressly limited to these Terms. Supplier accepts by acknowledging the PO in writing, […]

Human-readable page: https://bitworks.io/po-terms/

## Content

*Last updated: June 20, 2026*

*These Terms govern each purchase order (“PO”) issued by Bitworks LLC (“Bitworks”) to the supplier named on the PO (“Supplier”) and are incorporated into each PO by reference.*

**1. Acceptance; Governing Terms. **This PO is Bitworks’ offer, expressly limited to these Terms. Supplier accepts by acknowledging the PO in writing, accepting any deposit or payment, or commencing performance, whichever occurs first. Additional or conflicting terms in Supplier’s acknowledgment, invoice, or other document are rejected and have no effect unless agreed in writing by an authorized Bitworks representative. This PO, these Terms, and any referenced quotation or BOM are the entire agreement.

**2. Binding Delivery; Time of the Essence. **Delivery dates are binding and time is of the essence. Partial or split deliveries are permitted only as stated on the PO. Bitworks may reschedule or adjust quantities before shipment on reasonable written notice.

**3. Notice of Delay. **Supplier shall notify Bitworks in writing without delay of any circumstance affecting timely delivery. Such notice does not relieve Supplier of its delivery obligations or liability for delay.

**4. Late Delivery; Remedies. **Time is of the essence. If Supplier fails to deliver conforming goods by the binding delivery date, Supplier is in default without further notice, and Bitworks may cancel the affected portion (Section 6), procure substitute goods elsewhere, and recover from Supplier its actual damages, including any excess reprocurement costs, together with all statutory remedies. Supplier bears the consequences of its delay.

**5. Deposits; Refund on Demand. **Any deposit or advance payment remains Bitworks’ property until conforming goods are delivered and accepted. If Supplier fails to deliver by the binding delivery date, or Bitworks cancels any undelivered or nonconforming portion, Supplier shall refund in full the amount attributable to that portion within five (5) business days of written notice, without set-off, deduction, or restocking charge. Deposit treatment on NCNR orders is further governed by the Deposit Terms Rider (Sections 18–26), which controls in case of conflict regarding deposits.

**6. Cancellation. **Bitworks may cancel all or any portion of this PO, without penalty, as to any portion not delivered, nonconforming, or late, on written notice, with full refund under Section 5.

**7. Inspection; Acceptance. **Bitworks may inspect and test goods before and after delivery. Payment is not acceptance. Bitworks may reject nonconforming goods, return them at Supplier’s risk and expense, and require prompt replacement or full refund at its election. Acceptance does not waive latent-defect or warranty claims.

**8. Conformance; Warranty. **Goods shall conform to this PO, the referenced quotation, BOM, and manufacturer (OEM) specifications; be new and free from defects; carry good title free of liens; and be free of malicious code. Supplier passes through and assigns to Bitworks and its customers all OEM warranties. Supplier shall repair or replace defective goods within fourteen (14) business days of an RMA request, failing which Bitworks is entitled to a full credit.

**9. Pricing. **Prices are firm as stated on the PO. No increase, surcharge, or additional fee is binding unless agreed in writing by Bitworks in advance.

**10. Title; Risk of Loss. **Title and risk of loss pass per the Incoterms stated on the PO; absent a stated term, risk of loss remains with Supplier until goods are delivered and accepted at the destination Bitworks designates.

**11. IP Indemnity. **Supplier warrants the goods do not infringe any third-party intellectual property right and shall defend, indemnify, and hold harmless Bitworks and its customers and end users from any such claim, including reasonable attorneys’ fees.

**12. Export; Trade Compliance. **Supplier represents that the goods are accurately classified and shall provide ECCN, country of origin, and all documentation reasonably required for Bitworks’ export-control, customs, and end-user / data-center compliance.

**13. Compliance with Law. **Supplier shall comply with all applicable laws, including export-control, sanctions, anti-corruption, and customs laws.

**14. Insurance. **Supplier shall maintain insurance adequate to support its obligations and provide a certificate of insurance on request.

**15. Confidentiality. **Supplier shall keep confidential, and use only to perform this PO, all nonpublic Bitworks information, including pricing, rebates, and customer identities.

**16. Set-Off. **Bitworks may set off any amount Supplier owes against any amount Bitworks owes Supplier. Supplier waives any right of set-off.

**17. Assignment. **Supplier may not assign or subcontract this PO without Bitworks’ prior written consent. Bitworks may assign freely.

## Deposit Terms Rider

*The following Sections apply whenever Bitworks pays a deposit or advance against an order designated non-cancellable and/or non-refundable (“NCNR”) or otherwise carrying a significant deposit. Bitworks typically funds the supplier deposit from a matching, non-refundable end-customer deposit; these Sections keep the upstream and downstream deposits symmetric.*

**18. Condition to Deposit Release. **Release of Bitworks’ deposit is expressly conditioned on Supplier’s written acceptance of these Terms, including this Rider. Supplier’s acceptance of any deposit constitutes acceptance of these Terms.

**19. Deposit Amount; Milestone Funding. **The deposit shall be limited to the minimum required to secure allocation, as stated on the PO. Any payment beyond the deposit shall be tied to defined milestones and is not due earlier.

**20. Refundability Trigger. **Notwithstanding any NCNR designation, the deposit remains fully refundable to Bitworks until the “Trigger,” defined as the later of (i) Supplier’s placement of the binding upstream OEM order for the goods, and (ii) the date Bitworks’ matching end-customer deposit becomes non-refundable to Bitworks. The deposit shall not be treated as NCNR before the Trigger. Before the Trigger, Bitworks may cancel and receive a full refund within five (5) business days. After the Trigger, the deposit is non-refundable except as provided in Sections 21–23.

**21. Compliance-Failure Carve-Out. **If the order cannot be completed or shipped for export-control, sanctions, licensing, or end-user reasons not caused by Bitworks’ misrepresentation, the deposit is refundable in full (or, at Bitworks’ election, applied to a substitute order under Section 22), regardless of the Trigger, within [five (5) / ten (10)] business days of written notice.

**22. Reallocation / Substitution Right. **In lieu of a refund, Bitworks may reassign the order, deposit, and allocation to a different end customer, destination, or equivalent configuration, subject to applicable compliance approvals. Supplier shall reasonably cooperate and shall not unreasonably withhold consent.

**23. Recoverable-Costs Cap on Forfeiture. **If Bitworks cancels after the Trigger for reasons not addressed in Section 21, Supplier shall refund the deposit less only Supplier’s actual, documented, non-recoverable costs incurred to that point (such as amounts already paid to the OEM on a non-refundable basis). Supplier shall provide reasonable documentation of those costs and shall use commercially reasonable efforts to mitigate, including cancelling, reselling, or reallocating the affected allocation, and shall credit recoveries back to Bitworks. Supplier may not retain Bitworks’ deposit as a penalty or in excess of Supplier’s actual, documented damages, consistent with applicable law, and shall refund any excess within five (5) business days. Amounts not substantiated by reasonable documentation within ten (10) business days of Bitworks’ request are presumed recoverable and shall be refunded.

**24. Evidence of Upstream Commitment. **On request, Supplier shall provide written evidence of whether and when it placed the binding OEM order, so the Trigger date is verifiable. Until substantiated, the deposit is treated as refundable.

**25. Back-to-Back Terms. **Supplier’s NCNR and deposit treatment shall be no more restrictive than the OEM terms actually imposed on Supplier for the goods, evidence of which Supplier shall provide on request. The parties intend the deposit terms to flow consistently between the end-customer order, this PO, and the upstream OEM order. Supplier’s obligation to refund Bitworks’ deposit is no later than, and no more restrictive than, Bitworks’ corresponding refund obligation to its end customer for the same order. Where Bitworks is required to refund its end customer for a cancellation not caused by Bitworks, Supplier shall correspondingly refund Bitworks.

**26. Refund Mechanics. **All refunds under these Terms are paid within five (5) business days of written notice, to Bitworks’ original payment method, without set-off, deduction, or restocking charge, except for amounts expressly permitted under Section 23.

**27. Remedies; Governing Law; Survival. **Bitworks’ remedies are cumulative and in addition to those available at law or in equity. These Terms are governed by the laws of the State of Alabama, without regard to conflict-of-law principles, with exclusive venue in the state and federal courts located in Madison County, Alabama. For international suppliers, the parties may agree on the PO to neutral arbitration (e.g., ICC or LCIA) under English or New York law, with the UN CISG excluded. The Warranty, IP Indemnity, Confidentiality, Compliance, Set-Off, and Deposit Terms Rider sections survive completion or termination.

# Contact Information

Questions about these Terms and Conditions should be sent to us at sales@bitworks.io or to Bitworks LLC, 475 Providence Main St, Suite 403, Huntsville, AL 35806.

For agents: how to buy here — https://bitworks.io/checkout.md