1.1. "Buyer" means Corporate Couture, LLC, the party purchasing the Goods and/or Services under this Purchase Order.
1.2. "Goods" means the materials, supplies, equipment, and other items to be provided by Seller under this Purchase Order.
1.3. "Purchase Order" means this document, including all terms and conditions herein, which constitutes Buyer's offer to purchase the Goods and/or Services from Seller.
1.4. "Seller" means the party providing the Goods and/or Services under this Purchase Order.
1.5. "Services" means the labor, work, and other services to be provided by Seller under this Purchase Order.
2. Acceptance & Authority
2.1. Acceptance of this Purchase Order by Seller, whether by acknowledgment, shipment of Goods, commencement of Services, or other means, shall constitute Seller's agreement to all terms and conditions contained herein. By posting on our website with a link to the POs, the customer understands that by proceeding they are agreeing to our terms.
2.2. All matters pertaining to the administration of this Purchase Order or requiring Buyer's approval shall be addressed to Buyer's Purchasing Representative (prior to the start of production), as designated on the face of this Purchase Order.
3. Delivery, Shipping, & Risk of Loss
3.1. Seller shall deliver the Goods and/or provide the Services in strict accordance with the delivery schedule and terms specified in this Purchase Order. All changes to dates and additional details as outlined on the purchase order must be provided in writing prior to production.
3.2. All Goods shall be delivered F.O.B. Address provided on the purchase order unless otherwise provided in writing, with freight and cartage prepaid, unless otherwise specified in this Purchase Order.
3.3. Seller shall be responsible for any excess costs, damage, or loss resulting from its failure to comply with the shipping and delivery requirements. The supplier may not ship or invoice more than 3% over or under the quantity specified on the purchase order.
3.4. Title and risk of loss for the Goods shall pass to Buyer upon delivery and acceptance of the Goods at the designated delivery location.
4. Inspection & Rejection
4.1. All Goods and Services are subject to Buyer's inspection and acceptance, regardless of prior payment.
4.2. Buyer reserves the right to reject any Goods or Services that are nonconforming or defective. Buyer may, at its option, require Seller to promptly correct or replace any rejected Goods or re-perform any rejected Services at Seller's sole expense.
4.3. Buyer's failure to inspect or reject Goods or Services shall not relieve Seller of its responsibilities or constitute acceptance.
5. Warranty & Indemnification
5.1. Seller warrants that all Goods furnished under this Purchase Order will be free from defects in material and workmanship, will conform to applicable specifications, drawings, and samples, and will be fit for their intended purpose.
5.2. Seller warrants that all Services will be performed in a professional and workmanlike manner, in accordance with the highest industry standards.
5.3. The warranties set forth in Sections 5.1 and 5.2 are in addition to any warranties implied by law or expressly made by Seller other than hereunder.
5.4. Seller shall, at its own expense, promptly repair, replace, or re-perform any Goods or Services that do not conform to the warranties set forth herein.
5.5. Seller shall defend, indemnify, and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or resulting from:
(a) Any breach of Seller's warranties or obligations under this Purchase Order;
(b) Any defect in the Goods or Services;
(c) Any negligent act or omission of Seller or its employees, agents, or subcontractors; or
(d) Any claim of infringement of any patent, copyright, trademark, or other intellectual property right related to the Goods or Services.
(e) Suppliers are responsible for providing all product testing documentation. Products must be tested and pass for any banned contaminants, as well as comply with all California product laws, including but not limited to Proposition 65. This includes requirements for product composition, packaging, and labeling.
6. Intellectual Property & Confidentiality
6.1. Seller shall not use any of Buyer's proprietary information, including drawings, specifications, or other materials, for any purpose other than performing this Purchase Order.
6.2. Seller shall maintain the confidentiality of all proprietary information provided by Buyer and shall not disclose such information to any third party without Buyer's prior written consent.
6.3. Buyer shall retain all right, title, and interest in and to its proprietary information, and Seller shall promptly return or destroy such information upon Buyer's request or upon completion of this Purchase Order.
6.4. Seller warrants that the Goods and Services do not infringe upon any patent, copyright, trademark, trade secret, or other intellectual property right of any third party. Seller shall defend, indemnify, and hold harmless Buyer from and against any claims, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any claim that the Goods or Services infringe upon the intellectual property rights of any third party.
7. Termination & Default
7.1. Buyer may terminate this Purchase Order, in whole or in part, for its convenience at any time by written notice to Seller.
7.2. Buyer may cancel this Purchase Order, in whole or in part, for default if Seller: (i) fails to deliver the Goods or perform the Services within the time specified; (ii) fails to comply with any of the terms and conditions of this Purchase Order; or (iii) becomes insolvent, files for bankruptcy, or undergoes a change of control.
7.3. In the event of cancellation for default, Buyer may acquire, under the terms and in the manner Buyer deems appropriate, Goods or Services similar to those terminated, and Seller shall be liable for any excess costs for such Goods or Services.
7.4. The buyer reserves the right to cancel the order at any time before production begins, including but not limited to cases where the pre-production sample is not approved.
8. Disputes & Governing Law
8.1. Any controversy, dispute, or claim arising out of or relating to this Purchase Order shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
8.2. This Purchase Order shall be governed by and construed in accordance with the laws of California, without regard to its conflict of laws principles.
8.3. The parties consent to the exclusive jurisdiction of the state and federal courts located in California for any matter or claim to be considered hereunder.
9. Construction-Specific Provisions
9.1. Compliance with Contracts and Rules: Seller shall comply with all requirements relating to job procedures, formalities, payrolls, and applicable laws, rules, and regulations, including but not limited to the Occupational Safety and Health Act (OSHA) and all applicable state and local safety and health regulations.
9.2. Approval: If the principal contract or contract documents require the supplier of the labor, materials, or equipment to be approved, Seller must obtain such approval before providing any Goods or Services.
9.3. Work at Site: Seller shall comply with all requirements for on-site work, including providing certificates of insurance, and shall assume full liability for taxes, permits, and other obligations related to the work.
9.4. Patents: Seller guarantees control of all patented devices, processes, materials, and equipment used in the performance of this Purchase Order.
9.5. Labor and Safety Compliance: Seller shall comply with all applicable labor and safety laws and regulations, including but not limited to the Fair Labor Standards Act, the National Labor Relations Act, and all applicable state and local labor laws. Seller shall indemnify and hold harmless Buyer from any violations or citations related to Seller's performance under this Purchase Order.
10. Insurance Requirements
10.1. Seller shall maintain, at its own expense, the following insurance coverage throughout the term of this Purchase Order:
(a) Commercial General Liability Insurance with limits of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate;
(b) Workers' Compensation Insurance as required by applicable law and Employer's Liability Insurance with limits of not less than $1,000,000 per accident;
(c) Automobile Liability Insurance with limits of not less than $1,000,000 combined single limit for bodily injury and property damage;
(d) Umbrella/Excess Liability Insurance with limits of not less than $5,000,000 per occurrence and in the aggregate.
10.2. All insurance policies required hereunder shall name Buyer as an additional insured and contain a waiver of subrogation in favor of Buyer.
10.3. Seller shall provide Buyer with certificates of insurance evidencing the required coverage prior to commencing any work under this Purchase Order and shall provide updated certificates upon Buyer's request.
10.4. You must maintain insurance that includes coverage for the Buyer by adding the buyer as an additional insured on your policy.
11. Miscellaneous
11.1. Seller shall not assign this Purchase Order or delegate its performance hereunder without Buyer's prior written consent.
11.2. Buyer's failure to enforce any provision of this Purchase Order shall not constitute a waiver of such provision or prejudice Buyer's right to enforce such provision at any subsequent time.
11.3. If any provision of this Purchase Order is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.4. This Purchase Order, including any attachments or exhibits referenced herein, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, or communications, whether written or oral.
11.5. Time is of the essence with respect to Seller's performance of its obligations under this Purchase Order.
11.6. Seller shall maintain complete and accurate records relating to the provision of Goods and Services under this Purchase Order for a period ofof three (3) yearsollowing the completion of Seller's obligations hereunder. Buyer shall have the right to audit such records upon reasonable notice to Seller.
11.7. The rights and remedies of Buyer under this Purchase Order are cumulative and in addition to any other rights and remedies available at law or in equity.
11.8. Sections 5 (Warranty and Indemnification), 6 (Intellectual Property and Confidentiality), and any other provisions which by their nature are intended to survive, shall survive the termination or expiration of this Purchase Order. Where there are logo materials, they shall be kept confidential until the project is complete.