Purchase Order Terms & Conditions1
(For Purchase Orders Submitted by Customer to Space Jam Juice, LLC)
GOVERNING PROVISIONS.The sale of all goods and services by the seller (the “Company”) to the purchaser or customer (the “Purchaser”) shall be subject to and governed by these terms and conditions of sale (the “Conditions”). The Company’s acceptance of any order or other offer by the purchaser (whether in writing, by telephone or otherwise) for any goods or services shall be conditioned upon the purchaser’s assent to these Conditions. Such assent shall be deemed given upon the earlier of: (i) the purchaser’s acceptance of these Conditions pursuant to a credit application containing or referencing these Conditions; (ii) the purchaser ordering goods or services from the Company based on a Company quotation or proposal containing or referencing these Conditions; or (iii) five (5) days after the purchaser’s receipt of these Conditions as contained or referenced in a Company acknowledgement, bill of lading, invoice or any other writing (including, without limitation, electronic correspondence), unless, prior to the expiration of such five (5) day time period, the purchaser rejects these Conditions in their entirety (specifically referencing these Conditions) by delivering written notice thereof to the Company. No additional or different conditions, whether contained in a purchase order or any other communication from the purchaser (whether written or oral and whether previously given or later asserted), shall be binding upon the Company unless specifically agreed to in writing by an executive officer of the Company. The failure of the Company to object to any such additional or different conditions shall not be a waiver of these Conditions or an acceptance of such additional or different conditions. No modification or amendment of these Conditions or any order accepted by the Company shall be binding unless in writing and signed by an executive officer of the Company.
FINALITY OF SALES. All sales are final at the time risk of loss of the products passes to Purchaser, and no returns of products will be accepted except in the case of non-conforming goods rejected by Purchaser in strict conformity with these provisions.
PAYMENT TERMS & LATE FEE. The Purchaser shall not retain or withhold from the Company any sum stated on any invoice for any reason whatsoever. The Purchaser’s payment obligation is not contingent upon the Purchaser’s receipt of payment from any party. Each invoice rendered by the Company to the Purchaser shall be deemed correct and binding upon the Purchaser unless the Company shall receive a written statement of objection within ten (10) days after such invoice is rendered. Interest shall accrue on all amounts remaining unpaid after the due date at the lesser of: (i) one and one-half percent (11⁄2 %) per month, or (ii) the maximum lawful rate. If the Company refers an invoice to an attorney or other party for collection, the Purchaser shall pay on demand all of the Company’s expenses of collection including, without limitation, reasonable attorneys’ fees and costs those of any expert retained by the Company. To the fullest extent permitted by law, the Company reserves the right at any time to suspend credit or to change the payment or credit terms provided herein or elsewhere when, in the Company’s sole
1 For purchase orders (PO’s), email orders, phone orders or any other request to purchase goods from Space Jam Juice, LLC, these Purchase Order Terms & Conditions shall apply.
determination, the financial condition or business prospects of the Purchaser so warrant. In such a case, in addition to any other rights herein or provided by law, the Company may require adequate assurances of the Purchaser’s ability to perform its obligations to Company, such as a cash payment by the Purchaser or satisfactory security from the Purchaser before shipment. Without precluding the use of other forms of assurances, the Company may accelerate the due date of payment under any invoice or order. Failure to pay any invoice in full by its stated due date shall automatically cause all other invoices to the Purchaser to be immediately due and payable irrespective of their terms. , and the Company may withhold all subsequent deliveries until all amounts due the Company by the Purchaser have been paid in full. Acceptance by the Company of less than full payment shall not act as a waiver of any of its rights. In the event the Purchaser cancels any order prior to Purchaser’s receipt of goods, regardless of circumstance, excuse or reason for Purchaser’s cancellation, the Purchaser shall be obligated to the Company for any and all costs and expenses incurred by the Company related in any way to For purchase orders (PO’s), email orders, phone orders or any other request to purchase goods from Space Jam Juice, LLC, these Purchase Order Terms & Conditions shall apply.the cancelled order, including but not limited to: raw material and component costs, administrative, labor, storage, and transportation fees and expenses.
The Company’s prices do not include sales, use, manufacturer’s, retailer’s, occupation, excise, VAT or any similar or other tax, fee, duty, tariff or other charge imposed by any governmental authority on any transaction between the Company and the Purchaser. The Purchaser shall furnish evidence of any sales tax exemption and shall warrant the validity and accuracy thereof. In all events, any such tax, fee, duty, tariff or other charge, even if initially advanced by the Company or by any customs broker, shall be the sole obligation of, and shall be promptly paid by, the Purchaser.
Company will not pay or be liable for any penalty or damage, whether liquidated or otherwise, for late delivery. Shipping dates are approximate and are not guaranteed. All orders are subject to, and the Company shall not be responsible or liable for any delay or other failure to perform directly or indirectly resulting from any foreign or domestic embargoes, seizures, acts of God, insurrections, wars, invasions or hostilities (whether declared or not), delays in or the lack of availability of goods, materials, ingredients or components from the Company’s suppliers, delays in transportation, strikes, fires, floods, explosions or other accidents, the adoption or enactment of any law, ordinance, regulation, ruling or order directly or indirectly interfering with or rendering more burdensome the procurement, production, manufacture or delivery of goods and services hereunder, or any act or event beyond the Company’s control either of the foregoing nature or of any other kind.
No purchase order or rights of the purchaser thereunder or elsewhere, or any obligation of the purchaser to the Company, may be assigned by the Purchaser without obtaining the Company’s prior written consent in each instance, which consent may be withheld in the Company’s sole discretion. The Company may assign its rights and obligations hereunder in whole or in part on one or more occasions without obtaining the consent of or giving notice to the Purchaser.
RISK OF LOSS, RIGHT TO INSPECT & NOTICE OF REJECTION. All risk of loss, shortage, shrinkage, or damage in transit shall pass to the Purchaser upon the goods being placed into the possession of a carrier for shipment. The Purchaser shall inspect the goods within twenty (20) days of receipt (the “Inspection Period”). The failure of the Purchaser to inspect any particular shipment within the Inspection Period shall constitute acceptance of such goods. All claims for non-conformities in goods delivered shall be made in writing by the Purchaser to Company within the Inspection Period. Failure to notify the Company in writing of any claim
within the Inspection Period shall constitute an irrevocable acceptance of the goods and an admission by the Purchaser that the goods comply fully with all terms, conditions and specifications of the corresponding order. If the Purchaser rejects any goods tendered, the Purchaser shall fully specify all non-conformities in the notice of rejection sent to the Company within the Inspection Period. The failure to specify any particular non-conformity shall constitute a waiver by the Purchaser of that non-conformity. If the Purchaser rejects any tender of goods, the Purchaser shall reship the goods to the place designated by the Company within twenty-four (24) hours after receipt of an order to reship from the Company. The Purchaser expressly waives its right to a security interest in the goods under Section 2-711 of the Uniform Commercial Code or under any other law.
DISCLAIMER OF WARRANTIES. Any description of the goods or services contained on any quotation, purchase order, order acknowledgement, bill of lading or sales invoice is for the sole purpose of identifying them, and does not constitute a warranty that the goods or services shall conform to that description. The use of any sample or model in connection with a sale of goods or services is for illustrative purposes only and does not constitute a warranty that the goods or services will conform to the sample or model. The Company and its suppliers make no express or implied warranty of merchantability or fitness for a particular purpose with respect to any goods or services sold by the company to the Purchaser.
CONFIDENTIALITY. In connection with the offer for sale and the sale of goods and services to the Purchaser, Company may disclose to the Purchaser, or the Purchaser may be otherwise be exposed to, confidential business information and certain trade secrets of the Company (“Confidential Information”), including, but not limited to, prices of goods or services, technical data, business operations and the names of the Company’s suppliers of goods or services. The Purchaser agrees to maintain the confidentiality of the Confidential Information and not to disclose, or permit to be disclosed, any of the Confidential Information to third parties and not to disclose, use or permit to be disclosed any Confidential Information for any purpose unrelated to the sale of goods and services pursuant to these Conditions. Purchaser understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of these Conditions may cause Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Company shall have the right to apply to a court of competent jurisdiction for specific performance and/or injunctive relief preventing any such further disclosure or breach and for such other relief as the Company shall deem appropriate
ARBITRATION, JURISDICTION & VENUE. Any dispute, controversy, or claim arising from the sale of goods or services by the Company to the purchaser shall be resolved by final and binding arbitration administered by the Judicate West Services – Orange County under its Commercial Arbitration Rules. All such arbitration proceedings shall take place in Orange County, California. In the event there is any litigation relating to this arbitration provision or any other matter that is found not to be subject to arbitration, then the parties irrevocably agree that jurisdiction and venue in any such lawsuit shall properly (but not exclusively) lie in the Superior Court for the State of California, County of Orange or the United States District Court for the Central District of California, and the parties irrevocably agree that venue would be proper in such court and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action.
ATTORNEY’S FEES. In connection with any arbitration or litigation arising from the sale of goods or services by the Company to the purchaser, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and expenses from the non-prevailing party as part of the
same arbitration or litigation. If a party prevails on some, but not all, of its claims, such party shall be entitled to recover an equitable amount of such fees, costs and expenses, as determined by the applicable arbitrator or court commensurate with its degree of success against the non- prevailing party.
RETURNS FOR CREDIT. In no event are goods to be returned without in each instance obtaining the Company’s prior written permission. The Company reserves the right to refuse any goods returned for credit without such prior written permission. Unless otherwise indicated by the Company, all goods shall be returned F.O.B. point of delivery and all risk of loss or damage in transit shall not pass to the Company until delivery thereto. The Company in its sole discretion shall fix the amount of credit given to the purchaser by the Company.
APPLICABLE LAW. The terms of these Conditions shall be interpreted and the rights and obligations of the parties hereto shall be governed and determined by the Uniform Commercial Code and the other internal laws of the State of California. Whenever the term “Uniform Commercial Code” is used herein, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of California as effective and in force on the date of a sale of goods or services by the Company to the purchaser to which these Conditions apply. Whenever a term defined by the Uniform Commercial Code is used in these Conditions, the definition contained in the Uniform Commercial Code shall determine its meaning as used herein.
PURCHASER’S REPRESENTATION OF SOLVENCY.The Purchaser represents, by placing any purchase order for goods or services, or by accepting tender of goods, that the Purchaser is not insolvent as that term is defined in Section 1-201 of the Uniform Commercial Code. In the event that the Purchaser becomes insolvent before tender or delivery of the goods, the Purchaser shall so notify the Company in writing. Any failure to notify the Company in writing shall be construed as a reaffirmation of the purchaser’s solvency at the time of delivery.
INTERPRETATION, PAROL EVIDENCE & TRADE USAGE. Except as otherwise agreed in writing by the parties, these Conditions are intended by the parties as a final expression of their agreement and are intended as a complete and exclusive statement of the terms and conditions of sale with respect to any sale of goods or services by the Company to the Purchaser. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in these Conditions. Acceptance or acquiescence in a course of performance rendered under these Conditions shall not be relevant to determine the meaning of these Conditions even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity for objection. If any provision of these Conditions shall be unenforceable, then such provision shall be null and void but the remainder of the Conditions shall remain in full force and effect. The paragraph headings herein are for convenience only and shall not be deemed to limit or otherwise modify the terms hereof. This document shall be construed and interpreted without regard to any presumption against the party who drafted the document. No agent, employee or representative of the Company has any authority to bind the Company to any affirmation, representation or warranty concerning the goods or services sold by the Company, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included in these Conditions it shall not be enforceable by the purchaser.
LIMITATIONS OF LIABILITY. The Company’s liability for any claim of any kind, including any such claim relating to the company’s or its suppliers’ negligence, or for any loss or damage resulting from any contract for sale of goods or services or for the performance or breach thereof or relating to the design, manufacture, sale, delivery, resale, installation, technical direction of
installation, inspection, repair, operation or use of any goods, shall in no event exceed the price allocable to the goods or services or unit thereof which gives rise to any such claim, loss or damage. In no event shall any penalty or liquidated damages clause be effective and binding upon the Company unless specifically approved in writing by an executive officer of the Company. In no event shall the Company or its suppliers’ be liable for special, incidental or consequential damages as those terms are defined in section 2-715 of the Uniform Commercial Code.
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Terms & Conditions of Submitting a Purchase Order to Space Jam (March 2017 ver).