Towerstar Pets LLC, d.b.a. Neater Pets
Purchase Order Terms and Conditions
- Definitions: “Buyer” means Neater Pets. “PO” means a purchase order for Products, which includes these Terms and Conditions for Purchase Orders and any schedules attached to such PO. “Product(s)” means the goods or services, collectively and individually, as the context requires, provided by Vendor under a PO, together with related packaging, labeling, documentation, transportation and anything else furnished by Vendor with respect to such goods, and any and all deliverables provided by Vendor under a PO with respect to such services. “Neater Pets Documents” means any executed contracts between Buyer and Vendor, product design specifications, product drawings, Purchase Order or attached purchase documents. “Vendor” means the person or entity to which the PO has been issued, and its related entities, affiliates, agents, representatives and subcontractors.
- Representations and Warranties about the Products: Vendor represents and warrants that the Products will: (a) comply with all applicable federal, state, provincial and local laws, rules and regulations or judicial or administrative orders, judgments or decrees governing the Products, including without limitation, their manufacture, packaging, components, pricing, labeling, sale, use, transportation, importation or exportation, including, without limitation, California’s Proposition 65 and other similar laws, rules, regulations, standards, orders and directives; (b) be free from defects in design, workmanship, materials and hazards to life, animal or property; (c) conform to any warranty, description, sample, data, drawing, representation, specification or documentation provided to Neater Pets or set forth in the Neater Pets Documents; (d) be suitable and fit for their intended purpose; (e) are free of any Phthalates, Bisphenol A (BPA) and lead or lead compounds. Further, Vendor represents and warrants that it is not subject to or bound by any agreement that will or may be violated by the provision of the Products as provided in the applicable PO. In addition to the representations and warranties herein, Vendor assigns to Neater Pets any manufacturer’s indemnities and warranties (both express and implied). Upon Neater Pets request, Vendor will give Neater Pets certificates of compliance with applicable laws, rules, regulations, standards, orders or directives. Vendor’s warranties extend to future performance under a PO with respect to the Products and will survive inspection, tests, acceptance, and payment. Vendor further warrants to Buyer that Products will not be in violation of or infringe any Intellectual Property Rights of any person.
- Packaging: Goods must be packed for shipment according to Buyer’s instructions or, if none, in a manner sufficient to ensure that Product is adequately protected from weather, moisture, damage, loss, or deterioration. Goods shall be marked and labeled in compliance with all applicable laws, standards and regulations. US law and Neater Pets require that all foreign goods be marked with their country of origin “in a conspicuous place as legibly, indelibly, and permanently as the nature of the article (or container) will permit.” Goods imported into the US must be marked unless they are: 1. Physically incapable of being marked or would be damaged by marking 2. Worth less than $200
- Examination of Product: All Product shall be subject to inspection and approval by Buyer within a reasonable period of time after delivery. The receipt of Product, the inspection or non-inspection of or payment for the Product, will not constitute acceptance of the Product. Buyer reserves the right to reject any Product that it deems non-conforming, defective, unsafe, unfit, in excess of the PO quantities or in any other way unsuitable for its purposes. Vendor shall, at Buyer’s option, either (a) promptly repair or replace the rejected Product at the Vendor’s cost, or (b) issue a full refund (including shipping and any other expenses incurred by Buyer. If Vendor does not replace rejected Product within a reasonable time, Buyer may purchase substitute Product elsewhere. If the cost of purchasing such substitute Product exceeds the price stated in the PO, then Vendor shall pay the difference to Buyer. This payment shall not prejudice any other rights Buyer may have against Vendor.
- Confidential Information: All confidential or proprietary information of Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, order volumes, order history, sales volumes, whether disclosed orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this PO is confidential, solely for the use of performing this PO and may not be disclosed or copied unless Buyer agrees in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Seller at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party who was not under any obligation of confidentiality.
- Ownership of Assets: Any materials or tooling that are provided by Buyer to Vendor, or Vendor develops and charges Buyer to develop, are the sole property of Buyer. In addition to owning the materials and tooling, Buyer owns all intellectual property rights associated with the material and tools, and Vendor cannot duplicate or reproduce drawings, designs or tools without the written consent of Buyer. In the event Buyer requests possession of materials and tools or other assets owned by Buyer and held in the care, custody and control of Vendor; Vendor shall ship such assets within 7 days of such request. Vendor shall be responsible for properly preparing, packing and protecting such assets for shipping and NPB shall be responsible for arranging and paying for shipping. Vendor will not transfer or dispose of any materials or tooling without the written consent of Buyer.
- Governing law: This Order, these Terms, and all related transactions, will be interpreted under and governed by the laws of the State of Pennsylvania in the United States of America without regard to its conflict of law principles. Jurisdiction for dispute shall be Southeastern Pennsylvania or other jurisdiction as designated by Buyer at its sole discretion.