Supplier Terms

Terms and Conditions Supplier

PURCHASE ORDER TERMS AND CONDITIONS FOR ARANDA TOOLING, INC. (“Purchaser” or “Company”)

These Terms and Conditions apply to the following “Seller”:_________________________.

1. Time Is Of The Essence.
   1. Late shipments or shipments that arrive earlier than five (5) business days prior to the delivery date may or may not be accepted by Purchaser, at Purchaser’s sole option. If Purchaser shall refuse to accept such shipment, Seller shall bear the sole and absolute liability and cost for removing such shipment. Alternatively, Purchaser shall have the right to impose a chargeback of ten percent (10%) of the amount of the invoice amount for each day that a shipment is late or such other amount that Purchaser deems necessary.
   2. Where more than one delivery date is specified on the order failure to deliver all earlier deliveries on time shall give Purchaser the right to cancel future deliveries.
2. Risk of Loss. Notwithstanding anything to the contrary herein contained, in no event shall legal title to any of goods sold herein by Seller to Purchaser pass to Purchaser until such time as the goods in questions are received by Purchaser in its warehouse or other facility and such goods have been accepted by Purchaser.
3. Partial Deliveries. Failure to deliver any portion of an order shall entitle Purchaser, at Purchaser’s sole discretion, to cancel the remainder of the order and return the portion shipped, at Seller’s expense.
4. Multiple Orders. In the event that Purchaser has multiple orders pending with Seller at any one time, any breach of this order which provides Purchaser with the right to cancel this order, in whole or in part, shall entitle Purchaser to cancel all such other orders, in whole or in part.
5. Packing Charges. No charge will be allowed for boxing, packing or cartage, unless agreed on this order.
6. Seller’s Representations and Warranties. Seller represents and warrants that the manufacture, sale and shipment of the goods ordered, and the performance of the services covered hereby have been, and will be in complete conformity and compliance with all applicable laws.
7. Adherence to Order.
   1. All elements that are specified in this order must be delivered exactly as ordered. On all subsequent reorders, the original color, finish, size and elements approved must be used as the standard, and any variation from that original standard is subject to Purchaser’s approval and acceptance.
   2. All assortments of goods as to color or design must be exactly as ordered. Purchaser will not be liable to pay Seller for the order until the goods are assorted exactly as ordered.
   3. All overshipments are made at Seller’ sole risk and responsibility.
8. Inspection of Goods. All goods furnished shall be subject to count, inspection and acceptance by Purchaser after actual receipt. Goods of inferior or improper workmanship, or defective goods, or goods which do not strictly adhere to the samples accepted by Purchaser, or the specifications or standards of the order, or which fail otherwise to comply with this order may be rejected and returned to Seller. The decision whether or not goods received conform to the order shall be the sole and absolute decision of Purchaser. In all such cases, all of Purchaser’s losses and charges, including but not limited to transportation, ability to deliver finished goods, cancellation of orders and all other expenses incident to the return of such goods shall be borne by Seller. No returned or rejected goods shall be replaced by Seller except upon receipt of written instructions from Purchaser.
9. Warranties. Seller represents and warrants that:
   1. all products are merchantable and fit for the use and purpose for which they are intended and that they are free from any defects or matter injurious to persons or property;
   2. all products have and shall be made in full compliance with all local, foreign, domestic and other laws, rules, regulations and requirements, whether made b Seller or any of its subcontractors or suppliers, including but not limited to: (i) wage and hour, child labor, OSHA, the Fair Labor Standard Act (FLSA), and all other labor laws; (ii) it will comply with all requests of the Wage and Hour Division of the U.S. Department of Labor for information relating to the production of merchandise or the employment of workers producing the merchandise; (iii) price discrimination laws; (iv) those relating to standards for weights, measures, sizes, quantities and ingredients; (v) trademark, copyright, patent, unfair competition and all other intellectual property laws; (vi) the Federal Hazardous Substances Act, Food, Drug and Cosmetics Act, The Child Safety Protection Act, Fair Packaging and Labeling Act, California Safe Drinking Water and Toxic Enforcement Act (Proposition 65) and Consumer Product Safety Act, (vii) all customs laws including Section 304 of the Tariff Act of 1930 as amended, and all country of origin requirements set forth therein, and (viii) the Federal Trade Commission Act, including the care labeling regulations issued pursuant thereto:
   3. Seller has taken all actions necessary to ensure, and shall be solely responsible for ensuring, that Seller and each of its subcontractors and suppliers has and will comply with all local, foreign, domestic and other laws, rules and regulations and requirements as set forth above; (d) Seller has timely, fully and accurately applied for, completed and provided all necessary export licenses, certificates of origin, and other documentation required by law or by the Company;
   4. all visas accompanying wearing apparel are in form required by the applicable bilateral textile agreement;
   5. all textile quota category and country origin declarations fully and accurately describe the exported merchandise and Seller has not relied upon any representation or advice by the Company;
   6. Seller will not disclose nor has disclosed to any third party, nor has used or will use for its own benefit, any of the Company’s trade secrets or information which may reasonably be believed to be confidential to the Company (such as designs, tooling, components, etc.);
   7. all products shipped will clear customs at the country of importation and will not be seized or embargoed;
   8. all products shipped meet all industry and the Company requirements and quality standards;
   9. Seller shall meet all testing requirements as set forth in the Company’s instructions;
   10. any product design presented to the Company by Seller is Seller’s original creation and will not infringe or violate any intellectual or other property right, United States or foreign; and
   11. any products manufactured, shipped or sold to the Company do not contain lead in violation of applicable laws. The warranty period shall extend to final acceptance by the Company’s customer

• OPERATING IN CALIFORNIA. Seller makes the following representations and warranties, and agrees to the following additional provision if it or any of its approved subcontractors are located and/or operate in California:
  1. Registration with the California Labor Commissioner. During the term of the Agreement, Seller shall represent and warrant that Seller and any and all of its approved subcontractors shall be registered and in good standing with the California Labor Commissioner. Seller agrees to provide the Company with copies of its or its subcontractors’ certificates of registration evidencing such good standing upon execution of these Standard Terms. Seller shall notify the Company immediately upon knowledge of subsequent revocation or denial of renewal of registrations.
  2. Compliance with Laws. Seller has been, is, and will be in compliance with all Laws, orders or permits of or issued by any country or countries having jurisdiction over their businesses and operations, and, without limiting the generality of the foregoing, Seller (i) maintains, has maintained, and will maintain safe and healthy workplaces in compliance with such Laws, Orders or permits, (ii) does not employ and will not employ prison, forced, compulsory or child labor, (iii) does not subject and will not subject employees to corporal punishment, (iv) does not discriminate and will not discriminate in its workplaces on the basis of race, gender, personal characteristics or beliefs, (v) maintains, has maintained, and will maintain reasonable working hours, overtime and work weeks in compliance with the aforementioned Laws, Orders or permits and consistently with local business custom, (vi) offer and will offer fair wages and benefits in compliance with such Laws, Orders or permits, (vii) does not, has not and will not employ child labor, which for purposes of this Agreement means workers under the age mandated by such Laws, Orders or permits or the age of 14, whichever is greater and (viii) does not and have not used deceptive practices deliberately to misrepresent the country of origin of goods sold to the Company or to evade import restrictions or duties applicable to such goods. For purposes of this Agreement, the term “Law(s)” means any law (both common and statutory law and civil and criminal law), treaty, convention, rule, directive, legislation, ordinance, regulatory code (including statutory instruments, guidance notes, circulars, directives, decisions, rules and regulations) or similar provision having the force of law or an Order of any governmental entity or any self regulatory organization. The term “Order(s)” means judgments, writs, decrees, compliance agreements, injunctions or judicial or administrative orders and legally binding determinations of any governmental entity or arbitrator
• Ownership of Intellectual Property. Seller acknowledges and agrees that Purchaser owns and shall own any intellectual property related to or associated with the goods covered by this Purchase Order, including but not limited to copyrights, original works of authorship and trade dress (the “Intellectual Property”). Seller assigns and agrees to assign any Intellectual Property associated with or related to the goods covered by this Purchase Order to Purchaser, including the goodwill of the Intellectual Property, and Seller shall execute any documents necessary to effect transfer of the Intellectual Property to Purchaser.
• Seller’s Liability. Seller hereby acknowledges that Purchaser is purchasing the goods ordered hereunder to be re-sold either to satisfy existing orders and commitments, or upon Purchaser’s future sales efforts. Therefore, Seller acknowledges that delivery of the goods ordered herein in accordance with the terms set forth herein (including, without limitation, as regards the specification of the goods, the date or dates of delivery, and the quantities to be delivered) is of the essence of this agreement. As a result of Seller’s breach, Purchaser shall be entitled to recover, in addition to actual damages suffered, all of its incidental and consequential damages that Purchaser suffers as a result of Seller’s failure to perform.
• Indemnification. Seller unconditionally agrees to indemnify Purchaser and any of the customers of Purchaser, and save Purchaser harmless from and against any and all liabilities, expenses, fees, claims, losses or damages of any character whatsoever (whether actual, incidental, consequential, or otherwise), including attorneys’ fees and costs incurred, arising, directly or indirectly, from Seller’s performance or failure to perform hereunder, any breach of the representations, warranties (expressed or implied certifications as to country of origin or other facts), or obligations of Seller hereunder, from any infringement or claim of infringement of any patent rights, trademark rights, design rights or any other intellectual property rights or other rights of any other party, or any injury to persons or property arising out of or caused by the sale or use by anyone of the goods. If any complaint or claim is made or asserted against Purchaser or any of Purchaser’s customers by reason of any of the foregoing, Seller agrees that in addition to any other rights, Purchaser shall have the right forthwith to cancel any undelivered portion of this order and to return all prior deliveries to Seller for payment.
• Choice of Law/Attorneys Fees. This agreement shall be construed and interpreted pursuant to the laws of the State of California applicable to agreements made and to be performed entirely therein, and the parties hereto submit and consent to the jurisdiction of the Superior Court for the County of Los Angeles, or the United States District Court, Central District of California. If any action is brought by Purchaser to enforce the terms and conditions hereof, Purchaser shall be entitled to receive its attorney fees and costs.
• Remedies. All remedies of Purchaser contained herein are cumulative, and are in addition to, and not in lieu of any other remedy available to Purchaser at law or in equity.
• Limitation of Liability. In no event shall Purchaser be liable to Seller in excess of the actual purchase order price set forth herein, and no interest or other charge shall be recognized or paid by Purchaser upon any such purchase order or resulting invoice, whether claimed by reason of late payment or otherwise.
• Right to Offset. Purchaser may off set against any amounts payable to Seller all indebtedness of Seller owing to Purchaser, including but not limited to damages and returns, arising from this or any other transaction or occurrence between the parties.
• No Waiver. The failure of Purchaser to insist on Seller’s compliance with any provision of this agreement shall not be considered as a waiver by Purchaser of Seller’s subsequent compliance with the same or any other provision.
• Construction of Agreement and Severability. No prior course of dealings between the parties, or usage of trade shall be relevant to supplement or explain any term used in this agreement. If any provision of this agreement is found to be unenforceable or illegal, such provision shall be deemed to have been stricken from this agreement such that it shall not affect the validity or enforceability of the remainder of this agreement.