Terms & Conditions of Purchase

 

  1. GENERAL. This is a Sales Agreement (‘Agreement”) between Seller (as identified on the attached “Purchase Order”) and LODIA (“Buyer”). Seller agrees to sell its goods and services to Buyer and Buyer agrees to purchase such goods and services, subject to the conditions as set forth herein.
  2. GOODS. The Goods are identified on the attached Purchase Order and incorporated by reference. Seller warrants that each product sold to Buyer is free of banned substances set forth in the NFL/NFLPA Banned Substances List, World Anti-Doping Agency Prohibited List, and Annex B of NSF Guideline 306. In addition, Goods delivered must be under one lot number per order unless there is prior approval otherwise. Non-compliance will subject Seller to incur a testing fee for each additional lot.
  3. DELIVERY AND RISK OF LOSS. Delivery terms shall be set forth in Buyer’s Purchase Order. Title to the Goods shall pass to Buyer upon delivery thereof by Seller to Buyer’s warehouse. Late deliveries are subject to non-acceptance by Buyer.
  4. PACKAGING. Vendor is responsible to package all shipments to meet the requirements set forth by the National Motor Freight Classi cation. If not packaged or pallatized to this standard, Vendor will be responsible for damage related to packaging.
  5. DOCUMENTATION. In addition to the shipping documents, Seller is required to provide the following documentation with the delivery of the Goods: Packing Slip; Certificate of Analysis, including source and composition information; Certificate of Compliance (where applicable); MSDS; Shelf-Life/Expiry Date Statement (of at least 18 months). Nutritional Facts and Allergen Statement must provide in timely manner upon Buyer’s request. Failure to provide any of these documents will render the delivery incomplete and subject Seller to an administrative charge of $50 for each non-compliance. Seller may avoid the administrative charge by providing missing documents within 24 hours of delivery of the Goods.
  6. INSPECTION. Buyer distributes ingredients in their original packaging, without opening or sampling shipments. Buyer’s customer might reject products upon sampling/inspection. Seller shall be responsible for any and all damages of Buyer in connection to Goods that are rejected and returned by Buyer for non-conformance, including, but not limited to, costs associated with testing, sampling, shipping, transportation, insurance, taxes, fees, charges, penalties, replacement, and mitigation, as a result of Seller’s delivery of non-conforming Goods.
  7. WARRANTIES. Seller represents and warrants that the Goods delivered to Buyer is free and clear of any security interest or other lien or encumbrance, that the Goods or use thereof do not infringe upon any intellectual property rights, and that Seller has good title to the Goods, the transfer of which to Buyer is rightful and legal. Seller further represents and warrants that the Goods conform to specifications, are merchantable, are free from defects, are fit for Buyer’s intended purposes, and comply with all applicable federal, state and local laws, rules, regulations, including, but not limited to, current Good Manufacturing Practices. LODIA Terms and Conditions of Purchase (Material Goods)
  8. INDEMNIFICATION. Seller agrees to indemnify, defend, and hold Buyer harmless against any claim, loss, cost, damage, expense or liability paid or incurred by Buyer (including all costs of defense and attorneys’ fees) arising from or relating to, directly or indirectly, any of the following: (1) Seller’s breach of any of the terms set forth herein; (2) claims for injuries or other damage arising from the Goods covered by the Purchase Order; (3) any recall, inspection, testing, replacement or correction of the Goods covered by the Purchase Order, whether or not required by a governmental authority or otherwise; (4) a violation of any law, regulation, rule, order or restriction by any governmental authority resulting from the sale or delivery of the Goods covered by the Purchase Order; (5) claims by Seller’s suppliers or subcontractors; (6) any product liability, quality control issues, false claims, or claims regarding efficacy or effectiveness relating to the Goods; or (7) Seller’s infringement of any intellectual property rights of a third party relating to the Goods.
  9. CONFIDENTIALITY AND NON-COMPETE. Seller acknowledges that in its course of dealing with Buyer hereunder, Seller will obtain access to certain confidential and proprietary information concerning Buyer’s products, formulations, customer information, costs, and pricing. Seller expressly agrees not to disclose, directly or indirectly, any of Buyer’s confidential and proprietary information to any third party, including Buyer’s customer in connection with any Purchase Order placed by Buyer with Seller, unless the prior written consent of Buyer has been obtained. Seller further agrees not to attempt to deal directly or indirectly with Buyer’s customer, except by direction or request of Buyer, or bypass, compete, avoid, circumvent, or attempt to circumvent Buyer’s relationship or transaction with its customer.
  10. ASSIGNMENT. Seller shall not assign this agreement, any contract of sale, any purchase order, any interest therein or any rights thereunder without the prior written consent of Buyer.
  11. MODIFICATION. This agreement may not be changed, modified or amended, except in writing signed by authorized representatives of the parties.
  12. GOVERNING LAW, JURISDICTION AND VENUE. The agreement between the parties is made, governed by, and shall be construed in accordance with the laws of the State of California. The California state courts of Orange County, California (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District of California) shall have exclusive jurisdiction and venue over any dispute arising out of this agreement and sale, and Buyer hereby consents to the jurisdiction of such courts.
  13. ATTORNEY’S FEES AND COSTS. Reasonable attorney’s fees and costs shall be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this agreement.