Terms and Conditions of Purchase

8. Warranty and Compliance. Seller warrants that all articles shall conform to applicable specifications, drawings, descriptions, samples, and shall be merchantable, of good workmanship and materials, fit for the particular purpose or purposes for which intended, free from defect, claim encumbrance, or lien, and in compliance with law. Seller warrants that the articles do not contain any ingredients or additives of any kind other than what is specifically disclosed to Buyer in Seller’s certificate(s) of analysis, including but not limited to any artificial flavorings, sweeteners, chemicals or substitutes that mimic, supplement, alter or enhance the primary articles/ingredients being supplied or that would constitute any attempt to engage in “economic adulteration.” Seller warrants that no animals were used to test any ingredients or raw materials that are intended for or may be used in cosmetic products.

Seller warrants that the articles, including the trademarks used in connection therewith, as well as the claims and representations made by Seller with respect thereto, and the manufacturing processes and structure of the articles, do not infringe the intellectual property rights of any third parties. Seller warrants and certifies that its activities and those of its suppliers comply with all applicable laws and regulations in the country or countries in which Seller or its suppliers do business including those concerning human trafficking and slavery as well as Buyer’s Code of Ethics. Seller further warrants and certifies that its activities and those of its suppliers comply with Buyer’s Code of Ethics and Anti-Corruption and Trade Controls Policy, as it may be amended from time to time. If articles delivered or services furnished herein do not meet the warranties specified herein or otherwise applicable, Buyer may at its option return at Seller’s expense the defective or nonconforming articles for credit or refund, or require Seller to correct, at no cost to Buyer, any defective or nonconforming article or services. Buyer’s inspection, approval, acceptance, use of or payment for all or any part of articles shall in no way affect its warranty rights.

 9.  Assignment and Subcontract. Neither this purchase order nor any duty or right thereunder shall be delegated or assigned by Seller without the prior written consent of Buyer. Any assignment not made in accordance with this paragraph is void and shall have no

10.  Hazardous Materials. If any article supplied hereunder is required to have a Material Safety Data Sheet (MSDS) under applicable laws or regulations, then a copy of the current version must be submitted with each shipment of the article or be on file with Buyer. 

11.  Indemnity. Seller agrees to indemnify and hold Buyer harmless from any and all losses, costs or expenses, including, but not limited to, government fines or assessments and reasonable legal fees and court costs incurred on account of or related to any breach by Seller of any covenant, warranty or representation contained or referenced herein, or in any other document provided or produced by Seller.

Buyer shall have the right to offset any loss, liability or damages suffered by Buyer or any of its affiliates against any amounts owing to Seller or any of Seller’s affiliates

12. Intellectual Property Rights. In the event any articles sold and delivered hereunder shall be covered by any patent, copyright, trademark, other intellectual property right, or application therefor owned by or licensed to Seller and necessary for Buyer to use or sell any article, Seller shall inform Buyer in writing of the nature of such right(s) and shall be deemed to have granted to Buyer a license to use such rights in connection with the manufacture, sale, marketing, or distribution of those goods of Buyer which incorporate the

13. Advertising and Endorsements. Seller shall not advertise, disclose, nor claim or imply endorsement in any way to any third party nor use any information whatever concerning this purchase order or Buyer’s relationship with Seller without express written permission from Buyer.

14. Miscellaneous. Buyer  may at any time insist upon strict compliance with these terms and conditions, notwithstanding previous custom, practice, or course of dealing to the contrary. Identification of the articles shall occur now this offer is accepted by Seller. This purchase order contains the entire agreement of the parties. In the event of discrepancies, omissions, and/or errors in this purchase order, the matter shall be submitted immediately to Buyer for determination. No waiver by Buyer of any provision or of any obligation of Seller, and no partial or single exercise thereof, shall constitute a waiver of any other provision or of any other of Seller’s obligations.

15. Venue.  The provisions of this purchase order and any contract arising here from as well as any dispute between Buyer and Seller with regard hereto or with regard to any other issue arising between them shall be governed by the laws of U.A.E without regard to its principles of conflict of laws, and venue and jurisdiction for any proceeding regarding any such dispute, or to enforce or interpret this contract, shall lie exclusively in the courts situated in U.A.E

16. Definition. The term “Buyer,” except as otherwise defined herein, means the entity identified on the face hereof that is issuing the purchase order. The term “Seller” refers to the company or person(s) listed on the face of this purchase order and/or to whom this offer or counteroffer is extended and includes any entity who provides the articles or services purchased by Buyer. The word “articles” means goods, products, materials, equipment, supplies, parts, assemblies, technical data, intellectual property, drawings, artwork, dies, designs, engravings, services, or other items covered by this purchase order. The term“ purchase order” shall be understood to include these terms and conditions, the information on the face hereof (including any documents or standards referenced thereon or herein, or separately transmitted by Buyer together with these terms and conditions or as part of the purchasing process) and any duly executed change orders and attachments.

17. Provisions Applicable to Consumables. In addition to the foregoing, the following provisions shall apply to articles that are intended for human or animal consumption or use (with the word “human” being replaced by “animal” to the extent the article is intended for animal consumption or use): Seller represents and warrants that: (i) such articles will conform with claims made and specifications referenced on the corresponding label (to the extent that Seller has been supplied a copy of such label or been made aware of the claims made on such label); (ii) such articles are and shall be fit for human consumption or use, and do not contain any substances or ingredients that may be harmful to a person who consumes or uses them; and without limiting the generality of the foregoing, Seller warrants that the articles comprising each shipment or other delivery hereafter made by Seller to Buyer, as of the date of such shipment or delivery, shall: (i) if goods, not be adulterated, mis-branded, unapproved new drugs or otherwise violative within the meaning of the Federal Food, Drug, and Cosmetic Act (hereafter “FDC Act”).; (ii) have been formulated, manufactured, packaged, labeled, advertised, promoted, and handled in accordance with, and are otherwise in accordance with and not in violation of, all other applicable requirements of federal, state and local law; and (iii) otherwise not be an article that may not properly be introduced into commerce under the provisions of the FDC Act or any other federal, state or local law and include or reference all required warnings. Seller also warrants to Buyer that all claims, representations and other statements about the articles that have been made by Seller in labeling, advertising or other promotion for the articles are truthful, not misleading, and supported by valid substantiating data, and in addition, Seller warrants to Buyer that Buyer may properly repeat in any labeling, advertising or other promotion for the articles, or for any product which includes the articles, any or all of the claims, representations or other statements about the articles that have been made by Seller in its labeling, advertising or other promotion for the articles.

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