Standard Terms and Conditions of Purchase
This Purchase Order constitutes an offer by InterHealth Select Co (“Buyer”) to Seller to purchase the Goods described herein and is not an acceptance of any offer to sell the Goods. The term “Goods,” as used herein, shall have the same meaning as in Article II of the Uniform Commercial Code and shall also include services provided by Seller. This offer expressly limits Seller’s acceptance of the offer to the Terms and Conditions stated herein, without modification, addition, deletion, or alteration, except as agreed by both parties in writing. No additional or different terms, whether stated orally or in writing, in Seller’s proposal, quotation, acknowledgement, confirmation, invoice, or other form of writing or transmission shall be deemed a part of any agreement between Buyer or Seller, unless Buyer expressly consents in writing to such additional or different terms. This Purchase Order constitutes notice of objection to any such additional and/or different terms. Any reference to Seller’s documents is only for the purpose of describing the Goods and their specifications and is not an incorporation of any provisions contained therein.
In the absence of written acceptance by Seller, the commencement of any work by Seller pursuant to this Purchase Order, the performance of the services, or the delivery of any Goods by Seller shall be deemed an acceptance hereof only on the Terms and Conditions as set forth herein. Notwithstanding the foregoing, Buyer shall have the right to cancel this Purchase Order as to all or any of the Goods upon reasonable notice to Seller. Cancellation shall be effective on the date Seller receives notice of cancellation.
DEFINITIONS. The term “Purchase Order” means this order form and any specifications, drawings, samples, or other documentation or materials expressly made a part of this Purchase Order. “Seller” and “Buyer” mean the parties designated on this Purchase Order and their duly authorized representatives. “Terms and Conditions” means the terms and conditions stated in this Purchase Order and in the Purchasing Contract between the parties (if applicable).
PURCHASE ORDER AS THE ONLY AUTHORIZATION TO PURCHASE. This Purchase Order, when signed by a duly authorized representative of Buyer, is the only authorization that will be recognized by Buyer for charges to Buyer’s account.
DELIVERY AND ACCEPTANCE OF GOODS. A Certificate of Analysis (“COA”) and packing list must be provided by Seller with the actual shipment for each lot. COAs should be attached by Seller to one of the shipping containers and be clearly marked and visible. Each C of A should be the manufacturer’s original C of A and include Buyer’s item number and P.O. number. A charge of $100 per lot per day will be deducted from Seller’s invoice for C of A’s not provided according to this Purchase Order. All packages and paperwork involving shipment under this Purchase Order must have Buyer’s P.O. number, code number, and lot number. Goods shipped against this Purchase Order must meet Buyer’s specifications. The Goods must be provided from a single manufacturing lot. Buyer reserves the right to reject any shipment that contains multiple lots. The parties agree that delivery shall not be deemed to be complete until the Goods have been actually received and accepted by Buyer at the place designated by Buyer, notwithstanding any agreement to pay freight or other transportation charges. If Seller fails to deliver or tender all or any part of the Goods on the date or within the time specified for delivery by Buyer, or otherwise fails to deliver or tender in accordance with this Purchase Order, Buyer shall have the right to immediately cancel this Purchase Order as to all the Goods or any part thereof, without prejudice to any rights Buyer may have at law or in equity. Buyer reserves the right to change delivery dates. The Goods shall be delivered at the place designated by Buyer. An acceptance of Goods shall be deemed to occur only after Buyer has had a reasonable opportunity to inspect the Goods. Acceptance of any part of a commercial unit shall not be deemed to be an acceptance of the entire unit. Acceptance of all or part of the Goods shall not be deemed a waiver of any claim based on the delay of delivery or other failure to perform in accordance with all Terms and Conditions. All dates and time periods stated in this Purchase Order are of the essence.
NONCONFORMING GOODS. Buyer may reject or revoke acceptance of Goods or any portion thereof that are (i) not timely delivered, (ii) not in conformity to Buyer’s quality control standards, (iii) defective, (iv) otherwise not in conformity with quantities, descriptions, or warranties referred to in this Purchase Order or made a part hereof, (v) not in conformity with the specifications under which the Goods are to be sold, or (vi) not in compliance with any sample (collectively, the “Nonconforming Goods”). Seller shall make no shipment of Nonconforming Goods, whether as an accommodation or otherwise, unless first authorized in writing by Buyer. Buyer, at Buyer’s option, may return Nonconforming Goods or require timely correction or replacement, all without prejudice to other rights or remedies Buyer may have at law or equity. Any such return, correction, or replacement shall be at Seller’s sole expense. Such expenses shall include a non-compliance chargeback for handling Nonconforming Goods at Buyer’s distribution facilities.
INSPECTION. In addition to the inspection rights described in other sections this Purchase Order, Buyer shall have the option to inspect the Goods, including materials used in the manufacture or packaging of the Goods, at all reasonable times and places before, during, and after the manufacture or delivery of the Goods. Buyer reserves the right to inspect any facility in which Goods are manufactured, packaged, or stored. An inspection or failure to inspect shall not relieve Seller of any responsibility or liability with respect to the Goods, including material used in the manufacture or packaging of the Goods, nor shall an inspection be interpreted as an acceptance of Goods by Buyer.
PRICE AND PAYMENT. The parties agree that the total price stated in the Purchase Order (the “Price”) contains all the charges to be paid by Buyer to Seller. The Price is not subject to escalation of any kind or for any reason. The total Price includes all federal, state, and local taxes from which Seller cannot obtain exemption. The amounts of any such taxes shall be separately shown in this Purchase Order. Such tax shall be collected by Seller and paid by Seller when due. In no event shall payment occur prior to the date that Buyer accepts the Goods. Payment of all or any part of the price shall not be construed as a waiver of any claims by Buyer for defects, delay in delivery, or other breaches of the Terms and Conditions. Seller guarantees that the Price is Seller’s lowest price currently in effect for goods of similar quantity and quality. Should any lower price or any better terms be quoted by Seller to any of Seller’s customers for goods of similar quantity or quality, or smaller quantity, prior to completion of the delivery of the Goods, Seller will promptly notify Buyer and thereupon, such lower price or better terms will apply to this Purchase Order, provided that the granting of such lower price or better terms to Buyer would not be in violation of any law. Seller agrees that Buyer may fully offset any and all such credits or debts against any amounts Buyer would otherwise owe Seller when and as Buyer deems it appropriate in Buyer’s sole discretion.
FREIGHT AND INSURANCE. Unless otherwise indicated, all shipments shall be FOB Destination and Seller shall pay all transportation and insurance costs. The risk of loss or damage in transit shall be upon Seller. Seller bears the risks and all costs of delivery to the delivery address, including prior import notices, import duties, taxes, and other charges of delivering the Goods to the delivery address, cleared for importation. If freight is allowed or purchase made by delivered price, Seller must prepay all freight charges. Seller warrants that any transportation costs included in the delivered pricing will not exceed actual transportation costs paid by Seller. Seller shall be accountable for and pay any excess transportation costs arising from Seller’s failure to make delivery in accordance with any shipping instructions furnished by Buyer. Seller agrees to carry Buyer and Buyer’s affiliates and subsidiaries as additional insureds under a vendor’s liability insurance policy that expressly provides general liability coverage on occurrence form or if claims made, retroactive date must precede contract date and have three year extended reporting period available, products/complete operations, personal and advertising injury and blanket contractual liability on a world-wide coverage basis and including a waiver of subrogation endorsement. Coverage must be primary and non-contributory. Seller is responsible for any deductibles or self-insured retentions. Minimum limits of $5,000,000 per occurrence and in the aggregate are required. It is acceptable to include umbrella/excess policies to satisfy limits. Insurance companies must have a minimum A.M. Best rating of A-, Class IX. Seller shall provide Buyer with a certificate of insurance annually, evidencing the above coverage and will provide 30 days notice to Buyer’s risk management department of any notice of cancellation or material change in coverage.
TITLE. Title to the Goods shall remain with Seller until Buyer actually accepts the Goods. Seller warrants that Seller has full and complete title to the Goods. All property, including artwork, furnished hereunder by Buyer shall be confidential and proprietary, shall remain The Buyer’s property, and together with all copies, shall be returned to Buyer or destroyed as specified by Buyer. Seller shall keep confidential all information, drawings, specifications, or data furnished by Buyer and shall not divulge or use such information, drawings, specifications or data for the benefit of any party except as required for the performance of this purchase order. Seller shall not make copies or permit copies thereof to be made without prior written consent of Buyer. Seller shall thereafter make no further use either directly or indirectly of any such data or of any information derived therefrom without obtaining Buyer's prior written consent.
WARRANTIES. Seller expressly represents and warrants as follows: (i) the Goods are of good and merchantable quality and fit and safe for consumer use, (ii) the Goods have been manufactured, packaged, stored, and shipped in accordance with Good Manufacturing Practices regulations and comply with all other applicable federal, state, and local laws, rules, and regulations affecting the Goods, and (iii) the Goods shall not deteriorate, lose potency, or otherwise change from as set forth in this Purchase Order over the life of any finished product containing the Goods. Seller’s acceptance of this Purchase Order shall constitute a continuing guarantee that the Goods (x) are not adulterated or misbranded, under federal, state, or local law (y) and do not violate any law. Seller further warrants that the Goods delivered in acceptance of this Purchase Order conform to the requirements of (i), (ii), and (iii) above. Seller shall execute such additional continuing guarantee certificates as may be requested by Buyer. All such warranties shall survive inspection, tests, acceptance, and payment.
INDEMNITY. Seller shall defend, indemnify, and hold Buyer and Buyer’s affiliates and Buyer’s and Buyer’s affiliates’ franchisees and licensees harmless from and against all claims, expenses, liabilities, losses, and damage, including reasonable attorney’s fees, resulting from, or arising in connection with (i) the failure of the Goods to conform in any respect to the representations and warranties contained in any part of this Purchase Order, (ii) the failure of the Goods to meet label claims or Buyer’s quality control standards, (iii) the promotion, sale, purchase, resale, or use of the Goods or any litigation or threatened litigation based thereon, and (iv) all intellectual property infringement and misappropriation claims based on the Goods. Seller agrees to the above indemnity regardless of the age of the purchaser of the Goods. This indemnity and defense shall be in addition to other remedies afforded to Buyer or Buyer’s affiliates at law or in equity. This indemnity and defense shall survive acceptance of the Products and payment therefore by Buyer. Seller shall assume Buyer’s contractual obligations to defend and indemnify Buyer’s affiliates and Buyer’s affiliates’ franchisees and licensees from all claims, expenses, liabilities, losses, and damages, including reasonable attorney’s fees, resulting from the promotion, sale, purchase, resale, or use of the Goods.
ASSIGNMENT/DELEGATION. It is understood that Buyer is relying on the special skills and abilities of Seller to provide the Goods in accordance with this Purchase Order. To satisfy this purpose, Seller shall not assign any right or interest or delegate any duty or obligation under this Purchase Order without first obtaining the prior written consent of Buyer. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in accordance with this Section 11. Buyer may assign Buyer’s rights under this Purchase Order to any of Buyer’s affiliates or to a purchaser of all or substantially all of Buyer’ s assets.
BUSINESS SALES. Seller agrees that in the event(s) Seller has acquired or hereafter acquires, directly or indirectly, via stock purchase, merger, asset purchase, or otherwise, all or substantially all of the ownership interest in any company, business, entity, division, or business unit, or any particular product or product line of the aforementioned, with which Buyer transacts or has transacted business (collectively “Acquired Business”), Seller shall, without limitation of the Acquired Business’ liability to Buyer, be obligated to Buyer, on a primary basis and not as a guarantor, for any and all credits, debts, or amounts whatsoever owed by the Acquired Business to Buyer, whether relating to product ordered, or product purchases made, by Buyer from the Acquired Business, or otherwise. Seller agrees that Buyer may fully offset any and all such credits or debts against any amounts Buyer would otherwise owe Seller when and as Buyer deems it appropriate in Buyer’s sole discretion. Seller further agrees that, in the event(s) all or substantially all of Seller’s business or a business division or unit transacting business with Buyer is hereafter sold or transferred, directly or indirectly, via stock purchase, merger, asset purchase, or otherwise, Seller shall (i) notify Buyer in advance of such sale or transfer and (ii) require as part of any such sale or transfer that any and all credits or debts which Seller owes Buyer, whether relating to product ordered, or product purchases made, by Buyer from Seller, or otherwise, shall be, at Buyer’s sole option (a) paid in cash to Buyer (including cash in exchange for any credits) prior to closing, (b) offset against any amounts Buyer would otherwise owe Seller, or (c) assumed by Seller’s transferee. Buyer may exercise Buyer’s respective rights hereunder as to all or any portion(s) of such credits or debts.
PUBLICITY. Seller shall not refer to Buyer, or any company affiliated with Buyer, in connection with goods or services rendered by Seller without first having obtained authorization in writing from Buyer. Seller shall not disclose or permit to be disclosed any information contained in this Purchase Order to any person to whom such disclosure is not necessary in connection with the performance of this Purchase Order without Buyer’s prior written approval. The parties agree that Buyer may distribute and sell the Goods through Buyer’s national and international distribution network.
TERMINATION. In addition to other remedies provided in this Purchase Order, in the event Seller fails to perform or fails to make progress so as to threaten timely performance in accordance with this Purchase Order, or if Seller becomes insolvent or the subject of bankruptcy proceedings at law or in equity, Buyer may terminate or cancel this Purchase Order without liability on Buyer’s part for such termination or cancellation. To the extent not so terminated or canceled, Seller shall continue performance of this Purchase Order. Buyer shall not be deemed to be in default until ten days following the date Buyer receives written notice of a breach.
HAZARDOUS MATERIALS. If any Good being purchased is considered to be a hazardous material under federal, state, or local laws or regulations, a material safety data sheet (“MSDS”) must be submitted with each shipment of the Good. Seller further agrees to notify Buyer in writing that Seller is shipping hazardous materials to Buyer prior to any such shipment. No Goods will be received or stored at any Buyer distribution center or transported on Buyer’s private fleet to or from any Buyer distribution center that has an HMIS (or Hazardous Material Identification System) rating of 1 or higher. Goods that have an HMIS rating of 1 or higher will be rejected upon receipt, and all costs incurred by the rejection will be the responsibility of Seller. If any Good with an HMIS of 1 or greater is purchased by Buyer, Seller is responsible for transportation and storage in Seller’s own facility, and all related costs, and must supply a MSDS with each shipment.
SPECIAL DAMAGES. By accepting this Purchase Order, Seller understands that Buyer is relying on Seller’s special ability to obtain the Goods in the specified quantities and quality in accordance with this Purchase Order, and further that Buyer will suffer consequential or special damages (including lost profits due to the loss of sales), if Seller fails to perform in accordance with all the Terms and Conditions. These special damages shall be in addition to the other damages and remedies afforded Buyer at law or in equity. It is expressly agreed that the benefit of the terms of this Section 16 shall extend to Buyer and Buyer’s affiliates. IN NO EVENT SHALL BUYER BE LIABLE TO SELLER UNDER THIS PURCHASE ORDER (WHETHER IN TORT, IN STRICT LIABILITY, IN CONTRACT, OR OTHERWISE) FOR ANY (i) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, EVEN IF BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) AMOUNT THAT EXCEEDS THE AGGREGATE FEES PAID BY BUYER TO SELLER UNDER THIS PURCHASE ORDER FOR THE IMMEDIATELY PRECEDING SIX MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.
MISCELLANEOUS. Identification of the Goods under Section 2.501 of the Uniform Commercial Code shall occur at the moment this Purchase Order’s offer is accepted by Seller. In the event of a discrepancy, omission, or error in this Purchase Order, the matter shall be submitted immediately to Buyer for determination. This Purchase Order may not be modified or terminated, and no claimed modification, rescission, or waiver shall be binding on Buyer, unless set forth in a writing signed by a duly authorized representative of Buyer. This Purchase Order shall be construed and interpreted in accordance with, and governed by, the laws of California, including the Uniform Commercial Code, as if this Purchase Order were executed and performed entirely within the State of California. Any dispute, controversy, or claim arising out of, or relating to, this Purchase Order, or the breach, termination, or invalidity thereof, shall be filed in a United States District Court, or state court of general jurisdiction, within California. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods if otherwise applicable. The headings used in this Purchase Order are for convenience in locating provisions herein and shall not have any effect upon or be considered in the interpretation hereof. No waiver by Buyer of any provision or of any obligation of Seller shall constitute a waiver of any other provision or of any other of Seller’s obligations or of any part thereof. No delay or failure on the part of Buyer in exercising any rights under this Purchase Order and no partial or single exercise thereof shall constitute a waiver of such rights.
VENDOR CODE OF CONDUCT. All suppliers and their representatives shall maintain the highest ethical standards by operating in full compliance with all applicable laws, including anti-corruption, antitrust, and environmental regulations. Vendors are required to practice transparent business operations by accurately reporting data, respecting intellectual property, and avoiding conflicts of interest, insider trading, or inappropriate gift-giving that could compromise the Company’s reputation. Furthermore, the policy dictates strict adherence to fair employment practices, which include ensuring a safe, harassment-free workplace, prohibiting child or forced labor, and upholding legal standards for wages, working hours, and physical safety.