Supplier Terms & Conditions

1. Acceptance
Commencement of work on the Products by Seller or shipment of the Products by Seller shall be deemed an acceptance of this Contract. If Seller fails to reject these Terms and Conditions immediately upon receipt, Seller is deemed to agree to these terms and conditions. Acceptance of this Contract is limited to the express terms contained herein, and additional or different terms previously or subsequently submitted by Seller are hereby rejected.

2. Definitions
Contract" means collectively this Purchase Order, including all referenced specifications, drawings or documents, and these terms and conditions, and any related mutually executed agreement between Buyer and Seller which together constitute a complete, exclusive and final expression of the parties' agreement for the purchase and sale of the Products. "Products" means the products described on the face hereof and/or any component part. Seller acknowledges that Seller has read and understands the Contract and is bound by it.

3. Termination
Buyer reserves the right to terminate this Contract in whole or in part, for any reason or for cause, by written notice or by verbal notice confirmed in writing. In the event of such termination. Seller must immediately stop all work and observe any instructions from Buyer as to work in process. In the event of such termination, Seller shall be paid an equitable adjustment for work performed to the date of termination, Buyer shall be entitled to recover all deposits and advances made to the date of termination.

4. Confidentiality
Seller shall consider all information furnished by Buyer to be confidential and shall not, directly or indirectly, disclose any such information to any other person or use such information itself for any purpose other than performing its obligations under this Contract. Unless otherwise agreed in writing, no information disclosed in any manner or at any time by Seller to Buyer shall be deemed secret or confidential, and Seller shall have no rights against Buyer with respect thereto.

5. Warranty
Seller expressly warrants that all Products furnished under this Contract (a) shall conform to all appropriate specifications and standards and all federal, state or other applicable laws or regulations; (b) shall be free from defects in design, material and workmanship; (c) do not infringe or misappropriate any intellectual property rights of a third party. Seller warrants that all Products shall conform to Seller's samples and to any statements made on the containers, labels or advertisements for such Products, and that such Products shall be adequately contained, packaged, marked and labeled. Seller warrants that the Products shall be for the particular purpose for which they are intended to be used by Buyer. Seller warrants that all Products shall be free and clear of all liens and encumbrances. These warranties shall be binding upon Seller with respect to all Products manufactured and shipped to Buyer (including Products in transit). All said warranties shall be construed as conditions as well as warranties and are in addition to and not to the exclusion of other warranties, express or implied, limited or statutory. The warranties given hereunder shall survive inspection, tests, acceptance and use. Seller's warranties shall run to Buyer, its successors, assigns, customers and users of the Products sold by Buyer. Seller agrees to correct defects or to replace any Products not conforming to the foregoing warranties promptly and without expense to Buyer when notified of such non-conformity by Buyer. In the event of failure of Seller to correct defects in or replace non-conforming Products promptly after reasonable notice to Seller, Buyer may make such corrections or replace such Products and charge Seller for the cost incurred by Buyer.

6. Price
This purchase order shall not be filled by Seller at a price higher than that indicated on the face of this form. Any change in price must be authorized in writing by Buyer. If no price is shown, Buyer's agent must be notified of the price and his acceptance must be obtained before filling this order. Unless otherwise indicated on the face of this Contract, the prices specified in this order include all applicable taxes and charges. No charge by Seller for extras or for transportation, storage, insurance, boxing, packing, crating or carting shall be allowed unless specified in this purchase order or otherwise agreed to by Buyer in writing. Seller warrants that the prices and terms for the Products are not less favorable than those currently extended to any other customer of Seller for the same or substantially similar products in equal or less quantities. In the event Seller reduces its prices for such products during the term of this purchase order, Seller agrees to reduce the price for the Products accordingly.

7. Force Majeure
Buyer may delay acceptance of the Products occasioned by causes beyond its control. In the event of such delay, Seller shall hold the Products pending Buyer's direction, and Buyer shall be liable only for direct increased costs incurred by Seller by reason of Buyer's instructions.

8. Patent Infringement
Upon receipt of notification from Buyer. Seller agrees to assume full responsibility for the defense of any claim, suit or proceeding which may be brought against Buyer or its employees, agents, customers, or other vendors for alleged copyright, trade secret, patent or trademark infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of the Products. Seller may not settle any action against Buyer without Buyer's prior written consent. Any such defense shall be conducted by counsel reasonably satisfactory to Buyer. Seller further agrees to indemnify and hold harmless Buyer, its owners, officers, directors, employees, agents and customers against any and all losses, costs, expenses, royalties, and damages, including court costs and attorney's fees, resulting from any such claim, suit or proceeding, including any settlement. Buyer may be represented by and actively participate through its own counsel in any such claim, suit or proceeding if it so desired, and the costs of such representation shall be paid by Seller.

9. Insurance
Seller agrees to maintain general liability/ product liability insurance (“completed operations” coverage) with limits no less than $1,000,000 U.S and to furnish evidence of such insurance to Buyer. Buyer shall be named as an additional insured on all Seller insurance policies for product liability and/or completed operations coverage. Certificates of insurance coverage shall be tendered promptly upon request of Buyer.

10. Indemnification
Seller shall defend, indemnify and hold harmless Buyer from and against all losses, costs, expenses, damages, consequential damages, claims and liabilities, including court costs and attorneys' fees, arising out of or resulting in any way from (a) the sale or use of the Products, (b) any alleged breach of the Seller’s warranty, or (c) any act or omission of Seller, its agents, employees or subcontractors. The extent of the indemnity obligation shall be without limit to the amount of available insurance coverage.

11. Warnings/ Packaging
Seller shall be deemed to be the author of all product operation information, assembly instructions and/or on product or packaging warnings and admonishments. Any involvement by Buyer in review or commentary regarding said warnings or instructions are merely suggestions and recommendations and the Seller’s decision on the format of the product materials and warnings is final.

12. Inspection/Testing
Payment by Buyer for the Products delivered hereunder shall not constitute acceptance thereof. Buyer shall have the right to inspect the Products at Buyer's destination and to reject and refuse any or all of said Products which are, in Buyer's judgment, defective or non-conforming. Products rejected or Products supplied in excess of quantities called for herein may be returned by Buyer to Seller at Seller's expense and, in addition to Buyer's other rights, Buyer may charge Seller all expenses of unpacking, examining, repacking and reshipping such products.

13. Setoff
All claims for money due or to become due from Buyer shall be subject to deduction or setoff by Buyer by reason of any counterclaim arising out of this Contract or any other transaction with Buyer.

14. Shipment
If it becomes necessary for Seller to ship by a more expensive way than specified in this Contract in order to comply with Buyer's required delivery date, any increased transportation costs resulting therefrom shall be paid by Seller unless the necessity for such re-routing or expedited handling has been caused by Buyer. Except as otherwise expressly provided herein, title to and risk of loss as to all Products shipped by Seller to Buyer shall pass to Buyer at the F.O.B. point designated on the face of this purchase order.

15. Cumulative Rights and Remedies
No right or interest of either party under this Contract may be assigned without the prior written consent of the other party. This Contract shall bind and benefit Seller and Buyer and their respective successors and permitted assigns. Buyer's rights and remedies hereunder shall be cumulative and in addition to those available to Buyer under all applicable laws including, without limitation, the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts. No waiver of any right or remedy available to Buyer in any instance shall constitute a subsequent waiver of any right or remedy.

16. Delivery
Time is of the essence of this Contract. If delivery of the Products is not completed in the quantities and at the times specified, Buyer reserves the right to terminate this Contract as to Products not yet shipped by notice effective when received by Seller and to purchase substitutes elsewhere and charge Seller with any loss incurred. In the event of such termination, Buyer shall be entitled to recover deposits and other advances made.

17. Limitation of Buyer's Liability
In no event shall Buyer be liable for anticipated profits or incidental or consequential damages or penalties. Buyer's liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Contract or from the performance or breach thereof shall in no case exceed the unpaid price allocable to the Products or any component part thereof which gave rise to the claim. Any action resulting from any breach on the part of Buyer as to Products delivered hereunder must be commenced within one (1) year after the cause of action has accrued.

18. Compliance with Laws
Seller represents and warrants that (i) Seller has complied with all US federal, state and local laws and regulations concerning the manufacture, sale, pricing and labeling of the Products; and each supplier of materials utilized in the manufacture of Products, is in compliance with applicable wage, hour, workplace safety, and child labor law, and laws regarding slavery and human trafficking.

19. Applicable Law
This Contract shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to its conflicts of law provisions.

20. Labor Disputes
Whenever any actual or potential labor dispute delays or threatens to delay the timely performance of this Contract, Seller will immediately notify Buyer of such dispute and furnish all relevant details. Any such actual or potential labor dispute shall not excuse Seller from timely performance of this Contract.

21. Product Safety Notifications
Seller shall immediately notify Buyer by telephone and electronic mail (followed by written confirmation within twenty-four (24) hours) of any Products sold hereunder that fail to comply with an applicable safety rule or standard under the Toxic Substance Control Act, the Consumer Product Safety Act, the Occupational Safety and Health Act, the Environmental Protection Agency, or any other applicable law, or which contain a defect which could create or present a risk to the health of or injury to the public or to the environment or Buyer or its customers.

22. Notice
With the exception of the telephonic notice required by Paragraph 21 hereof, any demand, notice or other communication required or permitted under or in connection with the transactions contemplated by the Contract shall be in writing and shall be deemed to be effective when delivered in person or deposited in the United States mail and sent by certified or registered mail, return receipt requested, postage prepaid, to the offices of the respective parties designated on the face hereof.

23. Insignia
Products rejected or not purchased by Buyer which use or carry Buyer's name, tradename, trademark, symbol or design shall not be transferred or sold by Seller to any third party except for the purpose of destruction of the product. Any exception to this clause must be granted in writing by the Buyer.

24. Taxes and Other Exactions
Seller shall assume exclusive liability under all laws that impose taxes or other exactions on the manufacture or sale of the Products or any component part thereof, or on any process or labor involved therein or on any services to be rendered by Seller, and agrees to pay any and all such taxes except those Buyer specifically agrees or is by law required to pay. Any taxes to be paid by Buyer shall be separately stated on the invoice. Prices shall not include any taxes for which Seller can obtain or Buyer can furnish exemption.

25. Forum Selection/ Waiver of Jury Trial/Prevailing Party Counsel Fees
The parties agree to mediate all disputes in advance of any litigation. In the event of litigation, all claims shall be brought in the state or federal courts of the State of New York and the parties waive the right to jury trial. The parties further agree that the prevailing party in any litigation shall be entitled to an award of reasonable counsel fees and costs.

26. Entire Agreement:
These terms and conditions and the Purchase Order to which they are appending is the entire agreement between the parties and supersedes any proposal or prior agreement, oral or written, or any other communications and may not be released, discharged, changed, or modified except by an instrument in writing signed by a duly authorized representative of each party. An acknowledgement of this order with different terms does not supersede these terms. This Agreement will not be effective until accepted by an authorized representative of Buyer.