TERMS AND CONDITIONS OF PURCHASE ORDER
J7 INTERNATIONAL INC.
By accepting this order for merchandise (the "Product", "Products" or "Merchandise"), Vendor understands and accepts all terms and conditions set forth by J7 International Inc. ("Buyer") on this Purchase Order ("Purchase Order"), whether printed or written.
- Purchase Order number must appear on all packages, receipts, and invoices. Vendor's packing slip and Container Load Plan must always accompany Merchandise deliveries.
- If there is any inconsistency between the terms and conditions of this Purchase Order as set forth in paragraphs 1 through 14 hereof (the "Terms") and (i) the Vendor's forms, invoices, terms and/or conditions, (ii) the face of this Purchase Order, (iii) any supplemental documents, and/or (iv) any other agreements, written or oral, between Buyer and Vendor then the Terms of the Purchase Order shall prevail, except that Buyer shall pay Vendor the lowest price shown whether that price is shown on this Purchase Order or on Vendor's invoice. The terms of this Purchase Order may only be changed by express written agreement of the parties.
- Buyer reserves the right to deduct excess transportation for incorrect weights and measures of shipments made by the Vendor.
- Buyer reserves the right to return any or all Merchandise shipped to, delivered to, picked up by and/or received by Buyer after the cancellation date shown on the front of this Purchase Order. Returns will be at the expense of the Vendor, to include, but not be limited to shipping and handling costs.
- Buyer shall have the right to refuse Merchandise that is: (i) not in accordance with the sample, standard or specifications, (ii) damaged or defective, (iii) different in quality or quantity from that ordered, (iv) shipped otherwise than as specified on this Purchase Order, or (v) not in conformance with the Terms of this Purchase Order ("Non-conforming Merchandise"). Payment before inspection of Merchandise shall not constitute acceptance. Vendor guarantees that the latest packaging approved by Buyer, that is in production and available, will be used when filling this order.
Vendor agrees that Buyer shall have the right to reduce or setoff against any amounts due to Vendor on any purchase order and to hold payment on any purchase orders for any potential or actual Losses covered by this or any other purchase order. Buyer may, in its discretion, either return or reject Non-conforming Merchandise, or hold same at Vendor's risk and expense, and may in either event charge Vendor with cost of transportation, shipping, unpacking, examining, repacking, reshipping, and other like expense. Vendor shall be responsible for any damages and any added costs or expenses due to failure to comply with instructions. Notwithstanding Buyer's right to refuse and/or return goods, Vendor agrees to inform Buyer immediately of any failure to deliver any part of this order on the delivery date specified, or of any inability to deliver the exact goods called for on this order.
- Vendor understands that its Products may be sold in all United States and Canadian states, provinces, cities, towns, counties and other municipalities. Vendor represents and warrants that all Products furnished to Buyer will comply with and be manufactured, priced, sold and labeled in compliance with all applicable federal, state, provincial and local laws, rules, ordinances, regulations, codes and orders of the United States and Canada, including without limitation, environmental protection, labor, health, consumer product safety, agricultural, food and drug laws, applicable industry codes and standards, safety regulations, packaging and labeling requirements.
Vendor agrees that it shall fully indemnify and hold harmless Buyer, its employees, officers, directors, shareholders, parents, subsidiaries, and affiliates (the "Indemnified Parties") from and against any and all claims, allegations, actions, liabilities, lawsuits, government investigations, actions, fines and penalties, damages, losses, costs or expenses arising from, alleged to arise from, or related to any Products or Product packaging, design, manufacturing or labeling ('Loss" or "Losses"). The indemnified Losses shall include, without limitation, those Losses incurred as a result of any actual or alleged (i) violation of any law, regulation, or order; (ii) infringement of copyright, patent, trademark or violation of other intellectual property rights; (iii) bodily injury, death or property damage; (iv) breach of warranty or condition of a Product's merchantability or fitness for a particular purpose; (v) representation or misrepresentation regarding a Product's contents, attributes or performance ability, including without limitation, a failure to disclose ingredients and/or a failure to warn properly; or (vi) Vendor's performance hereunder. Vendor's indemnification includes, without limitation, incidental and consequential losses, attorneys/legal fees on a full indemnity basis, expert witness fees, penalties, fines, taxes and other exactions of any governmental body. Vendor agrees to fully cooperate with Buyer in the investigation and/or defense of any Losses, including but not limited to the providing of documents, electronic data, technical expertise, and testimony. Vendor agrees that Buyer shall have the right of setoff against any amounts due to Vendor on any purchase order and to hold payment on any purchase orders for any potential or actual Losses covered by this Agreement. When requested by Buyer, Vendor agrees to investigate any and all Losses and when appropriate, or requested by Buyer, handle promptly through its insurance company the adjustment of any Loss. Vendor agrees and covenants to provide effective legal defense to Indemnified Parties related to or arising from any Losses. Notwithstanding, Vendor agrees that at Buyer's sole option, Buyer may, at Vendor's expense, hire its own counsel to defend against and resolve all such Losses in such manner or according to such terms and conditions as Buyer reasonably deems appropriate, or Buyer may require Vendor to engage an AV rated or other reputable law firm pre-approved by Buyer, which approval shall not be unreasonably withheld, to defend or assist in the defense of the Indemnified Parties. Vendor acknowledges that any settlement must receive the prior approval of Buyer. Buyer may rely on this undertaking and indemnification with respect to any and all orders placed with Vendor, now or in the future. Vendor agrees to promptly notify Buyer in writing of any claims or lawsuits brought or threatened against Buyer or in any related to the Products.
- Time is of the essence for Vendor's performance hereunder. All goods shall be furnished and services rendered by the time or times specified in this Purchase Order, provided that Vendor is not in breach of any provision of this Purchase Order. In the event that Vendor will be unable to provide the goods at the time(s) specified, Vendor shall immediately notify Buyer in writing of any such delay and the cause therefore. Notification does not constitute acceptance. Authorization to deliver goods other than as specified in this Purchase Order must be in writing signed by Buyer.
Without prejudice to its rights and remedies at law and in equity, Buyer may modify this Purchase Order effective immediately upon written notification sent by mail, facsimile or e-mail transmission for any reason. Buyer shall have no further liability hereunder except for conforming deliveries previously made.
If full or partial payment is made to Vendor prior to the delivery of all Merchandise hereunder, title to all Merchandise identified to the Purchase Order at the time of such payment shall pass to Buyer and Vendor shall be deemed a bailee of all goods remaining in its possession, but in no event shall the risk of loss pass to Buyer until the Merchandise is delivered to the destination coverage in types and amounts satisfactory to Buyer for Merchandise that is or becomes so identified at any time to this Purchase Order. Additionally, Vendor grants to Buyer a security interest in all Merchandise that is or may become identified, which security interest shall be in addition to all other rights of Buyer under this Purchase Order.
- This Purchase Order shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, and shall not be governed by the U.N. Convention of Contracts for the International Sale of Goods. By acceptance of this Purchase Order, Vendor consents to the exclusive jurisdiction and venue of the courts of the Province of Ontario in any matter related to or arising under this Purchase Order.
- All pricing and sales information and this Purchase Order and all its Terms shall remain confidential. Vendor shall not disclose this confidential information without prior written consent of Buyer, except as may be required (i) to disclose same to its professional advisors or to comply with financial reporting requirements; (ii) by Court order, or (iii) as may be necessary to enforce representations and warranties contained herein. Vendor represents and warrants that it will not advertise or otherwise use business transactions with Buyer to promote its business or for other marketing purposes.
- The rights and remedies set forth herein are in addition to Buyer's other rights and remedies and shall also be binding upon the successors, heirs and assigns of Vendor and Buyer. The Purchase Order shall be construed fairly as to each party regardless of which party drafted it. Should any provision of the Purchase Order be held by a tribunal of competent jurisdiction to be invalid or unenforceable, the remainder of the Purchase Order will remain in full force and effect. The failure of either Buyer or Vendor to enforce strict performance by the other of any provision of the Purchase Order, or to exercise any right available under the Purchase Order, shall not be construed as a waiver of right's to enforce strict performance of that provision or any other provision in the same or any other instance.
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