|firstSTREET for Boomers and Beyond, Inc.|
TERMS AND CONDITIONS *
1. The firstSTREET Purchase Order (“PO”) number must appear on all shipments, cartons, invoices, B/L and correspondence. All PO specific requirements in these Terms and Conditions will only apply to Vendors who ship goods directly to FS according to a PO.
2. At firstSTREET’s (“FS”)’s option, all goods sent in excess of a PO shall be returned at the expense of Vendor, to include, but not limited to shipping and handling costs.
3. Vendor must notify FS and receive prior written approval from FS for any deviations from a PO. If Vendor’s invoices do not agree with a PO, Vendor hereby agrees that the terms of the PO shall override such invoices.
4. Vendor represents and warrants that (i) its manufacture and supply of all merchandise furnished to FS for resale (including, without limitation, the merchandise packaging, any merchandise information provided by Vendor to FS, and claims or statements made by Vendor to FS regarding the merchandise), at all times is and will be in compliance with all applicable federal, state and local laws and regulations, (ii) that any merchandise using electricity has received certification from both the Underwriters Laboratories Corporation (“UL”) and the Canadian Standards Association (“CSA”) that such merchandise meets the applicable safety standards of UL and CSA, respectively, (iii) it is authorized to market, distribute and sell the merchandise and that it is not infringing or otherwise in violation of any license or patent or trademark pertaining to the merchandise, (iv) the information about and descriptions of the merchandise that it has provided and will provide to FS for use in creating advertisements is and shall be truthful, accurate, non-misleading, and adequately substantiated (meaning claims based on tests, analyses, research, studies, or other evidence based on the expertise of professionals in the relevant area have been conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted in the profession to yield accurate and reliable results) regarding (a) the merchandise’s comparative or absolute efficacy, benefits, mechanism of action, or performance, or (b) the existence, contents, validity, results, conclusions, or interpretations of any test, study, or research regarding the merchandise, and that FS’s reliance on Vendor’s claims regarding (i) and (ii) is reasonable, (v) the merchandise, its packaging, or any information about or descriptions of the merchandise that Vendor has provided and will provide to FS for use in creating advertisements do not utilize any proprietary information owned by a third party, including without limitation, trademarks, service marks, trade names, slogans, logos, copyrights, designs, sketches, persona, images, photographs, computerized graphics, and/or publicity rights, (vi) goods that are represented as new are new and unused products. All warranties, including, without limitation, the warranty of title, the warranty of description, the warranty of merchantability and the warranty of fitness for a particular purpose, that are expressed or implied under any applicable law regarding the merchandise attach to the merchandise and apply to FS as if FS were the ultimate purchaser. Vendor agrees to provide FS with any and all documents requested or required by FS at any time and from time to time to support the representations, warranties and covenants contained herein.
5. Vendor warrants that in its performance of a PO, it will comply with all applicable Federal, State and local laws, regulations, rulings and orders.
6. Vendor agrees to comply with the following Delivery Standards: (i) Vendor will ship the merchandise within the time frame specified in the Vendor Agreement or such later date as is requested in the PO by FS; (ii) Vendor will include the paper inserts currently included in Vendor products (for example, Owner’s Manual, Instructions, Warranties, Registration or like documents), (the “Papers”) with each merchandise item, and shall take reasonable steps to notify FS at least thirty (30) days in advance of any material changes in the Papers; and (iii) Vendor shall attach a packing list with each shipment identifying PO Number, quantity, product description, number of inner cartons and the number of master cartons.
7. Time is of the essence. If Vendor is unable to conform to the Delivery Standards with respect to a PO, Vendor shall provide FS in writing, within five (5) days of receipt of such PO, (i) the detailed reason for such inability to conform to the Delivery Standards and, provided Vendor has not rejected the PO, (ii) reasonable assurance that Vendor will cure such inability within a reasonable time to the satisfaction of FS. In addition, and where possible, Vendor will promptly advise FS of any events or conditions that reasonably may hinder Vendor’s ability to conform to the Delivery Standards for a future PO.
8. If merchandise is damaged during shipment, or merchandise does not conform to the sample or standard or is different in quality or quantity from that ordered, then, upon notice from FS, Vendor will, at its expense, replace the merchandise and, if the damage or non-conformance was due to inadequate packaging, correct the defective packaging. If FS, at its discretion, determines that the merchandise contains an unreasonably high level of defective, damaged or non-conforming merchandise (a “Defective Product”), FS will have the option of returning of the Defective Product at the expense of Vendor, including all costs (i.e., shipping, handling, taxes, duty, and any other related fees in addition to original invoiced amount pursuant to the applicable PO). Payment before inspection of merchandise does not constitute acceptance of merchandise.
9. FS reserves the right to retain any funds due Vendor as security for indemnification. FS reserves the right to cancel an order or PO immediately without liability and without prejudice to its other rights and remedies at law and in equity, if (i) Vendor commits a breach of the Vendor Agreement or a PO, or is anticipated to breach the Vendor Agreement or a PO, or (ii) FS is notified that any of the merchandise and/or associated marks infringe or are alleged to infringe upon any third party rights. If FS determines that the merchandise sold to its customers contains any defect, FS may, in its sole discretion, institute a voluntary recall or other action (including a determination that its customers will be offered a replacement item of merchandise or a refund of their purchase price and shipping and handling charges) for which Vendor shall be liable.
10. Except as required by law or contractual obligations, each party and its employees and agents will use their best efforts to hold strictly confidential all confidential information and materials provided by the other party hereunder; that each party will not use or disclose confidential information for any purpose other than to fulfill its obligations under the Agreement and that such party will use its best efforts to cause the confidential information to be retained in complete confidence and prevent the improper use or disclosure thereof by such party’s and its employees and agents.
11. Vendor will maintain insurance coverage in types and amounts satisfactory to FS for merchandise that is or becomes so identified at any time to a PO.
12. Neither party shall be responsible or liable for, or deemed in breach hereof because of, any delay in the performance of their respective obligations under the Agreement due solely to circumstances beyond the reasonable control and without the fault or negligence of the party experiencing such delay, including but not limited to: acts of God; unusually severe weather; war; riots; requirements, actions or failures to act on the part of governmental authorities preventing performance; inability despite due diligence to obtain required licenses; or fire (such causes hereinafter called “Force Majeure”); provided, however, that the party experiencing the Force Majeure shall exercise due diligence in endeavoring to overcome any Force Majeure impediment to its performance, but settlement of its labor difficulties shall be entirely within such party’s own discretion.
13. Any notices much be provided in writing and shall be effective when delivered in person, upon receipt of certified mail, return receipt requested, or by overnight courier, postage prepaid. Notice to FS shall be sent to its corporate address at 1998 Ruffin Mill Road, Colonial Heights, Virginia 23834, ATTN: General Counsel.
|* This includes reference to Technobrands, Inc.’s Terms and Conditions.|
|Copyright, 2020 – firstSTREET for Boomers and Beyond, Inc. All rights reserved.|
1998 Ruffin Mill Rd.
Colonial Heights, VA 23834