The following terms and conditions {these “Purchase Terms”) shall apply when Stone Source LLC (“PURCHASER”), is purchasing goods and/or services (” Goo ds” ) from a VENDOR (“VENDOR”) pursuant to a Purchase Order issued by PURCHASER to the VENDOR.

  1. APPLICATION AND INTERPRETATION. Acceptance of any Purchase Order by VENDOR is limited to and conditioned upon acceptance of the express Purchase Terms herein. Any general terms and conditions of VENDOR are hereby expressly rejected by PURCHASER and excluded. Notwithstanding any language contained in any document of VENDOR stating the language of such document, or any other document referenced therein supersedes any other language, if the VENDOR chooses to accept a Purchase Order, VENDOR specifically acknowledges and agrees these Purchase Terms control. Any proposal, confirmation, or any other writing of whatever kind inconsistent with or in addition to the terms of the Purchase Order and these Purchase Terms shall not be binding upon PURCHASER. PURCHASER’s acceptance of, or payment for, Goods will not constitute acknowledgement or acceptance of the VENDOR’s conditions of sale .
  2. ACCEPTANCE. A Purchase Order may be accepted by delivering the Goods by the specified delivery date. The Purchase Order is limited to the terms and conditions: (i) specified herein; (ii) specified on the face of the accompanying Purchase Order; and {iii) if applicable, specified in PURCHASER’s written agreement with VENDOR. Acceptance of all or part of the Goods shall not {i) waive PURCHASER’s right to cancel or return all or any portion of the Goods that do not conform to the Purchase Order; {ii) bind PURCHASER to accept future shipments of Goods; or {iii) preclude PURCHASER from making any claim for damages or breach of warranty.
  3. COMPLIANCE WITH LAW S. VENDOR warrants to PURCHASER that the Goods shall be provided, manufactured, shipped, stored, and otherwise handled in strict compliance with all applicable laws, codes, rules, ordinances, regulations, executive orders, and industry standards (collectively, “Laws”). VENDOR makes all warranties contained in the Uniform Commercial Code. VENDOR and its affiliates (including each of VENDOR’s respective officers, directors, employees, agents, representatives, or other persons acting on VENDOR’s behalf) have complied with, and at all times during the performance under the Purchase Order shall be in compliance with, all applicable anti-corruption laws. For purposes of clarity, Laws include all United States laws and regulations governing the importation of the Goods into the United States, including, but not limited to, the Tariff Act 1930, as amended, the Textile Fiber Products Identification Act, Wool Products Identification Act, Federal Food, Drug, and Cosmetic Act, Fair Packaging and Labeling Act, Flammable Fabrics Act, Consumer Product Safety Act, Care Labeling regulations issued by the Federal Trade Commission, statutes and regulations enforced by Animal and Plant Health Inspection Services and statues and regulations relating to shipment of hazardous substances; Lacey Act, EPA TSCA Title Vi.
  4. TITLE. Title conveyed to PURCHASER by VENDOR shall be good and merchantable and its transfer rightful. The Goods shall be delivered free and clear of any lien, security interest, claim or encumbrance whatsoever.
  5. GOODS SPECIFICATIONS: The Goods must be manufactured in strict conformity to the sample approved by PURCHASER or, if no sample is provided, with the exact specifications and illustrations provided by PURCHASER to VENDOR.
  6. PURCHASE PRICE: The price for Goods ordered hereby shall be the lower of: (i) the price stated on the accompanying Purchase Order or (ii) the same price charged by VENDOR to its most favored customers at the time of shipment of Goods of the same kind and quality taking into account quantity discounts. Price is as explicitly indicated on the face of the Purchase Order or agreed to in writing by PURCHASER . Neither the purchase price nor these Purchase Terms may be altered, without PURCHASER’S written consent; no modification of the Purchase Order shall become binding unless signed by PURC HASER.
  7. QUANTITIES. Quantities of Goods ordered may not be changed without the prior written approval of PURCHAS ER. If the total or any portion of the Goods received either exceeds or falls below the quantities ordered, PURCHASER shall have the right to reject and return any such shipments or portions thereof at VENDOR’s expense for transportation both ways and all related labor and packing cost s.
  8. TAXES. Any tax, tariff or duty which is imposed upon VENDOR by any governmental authority and included by the VENDOR in the price shall be separately stated on VENDOR’s invoice(s).
    • VENDOR warrants that all invoices; declarations, affidavits, letters, papers or other statements, whether written or electronic, pertaining to importation of the Goods into the United States, are complete, accurate and contain no material omissions or false statements in violation of U.S. statues or the regulations, including, but not limited to, those issued by
      U.S. Customs and Border Protection ;
    • Regardless of value or quantity, a commercial invoice is required for each shipment;
    • All invoices must be written in the English language and state that (i) total quantities of each item or style being shipped, (ii) the style number or item identification (package profile number or stock code number) shown on the Purchase Order, (iii) a commercial description of the article, including, any registered names or trademarks on the Goods, (iv) the weight of each component material in the Goods, (v) the country of origin of the Goods (vi)name, address and manufacturer identification number of the manufacturer performing the origin conferring process, (vii port of lading, (viii) destination port, and (ix) name of exporting vessel; (xi) Harmonized Tariff Schedule (HTS) number to the sixth digit level.
    • Invoices shall be accompanied by packing list setting forth the applicable package profile or stock code number, qualities and, ad applicable, carton measurements the gross and net weights of the products, and the carton number;
    • In the event that PURCHASER provides VENDOR with materials, labels and/or tags, or other items used in the production of the Goods, (” assist” ) the invoice shall state the kind (if known) the value of the “assist” provided ;
    • If the export of the Goods to the United States is subject to export quota or visa requirements, or free trade agreement or preferential duty documentation, VENDOR shall provide (i) original, properly executed visa or export license and/or free trade preference documentation for invoiced quality, (ii) in the appropriate quota category, and (iii) signed by an official from the authorized issuing agency in the country;
    • Properly completed and executed “country of origin” declaration; and
    • If there is a separate charge for the cost of obtaining export quota, a “quota charge” statement.
    • Purchaser, when acting as the Importer of Record, must adhere to the U.S. Customs regulation when making declarations relating to the origin, value, classification and duty preference of the Goods. Claiming preference upon importation under programs such a NAFTA, GSP, or other Free Trade Programs requires that Purchaser and the Vendor be able to substantiate such claims by providing purchasing, manufacturing, payment and receipt records related to the production by the VENDOR. The VENDOR, providing Stone Source LLC, any statement(s) or reference or claim or inference that indicates their products qualify under a trade preference, must maintain and make available records related to the production for 5 years from the time of export. Failure to provide such documentation as requested in sufficient detail to satisfy Customs’ requests for information will result in fines and penalties. These fines and penalties range from the loss of customs duties up to the value of the Goods. Vendor will be liable for any such fines and penalties that are the result in inadequate record maintenance and/or submission.
  10.  DELIVERY/ RISK OF LOSS: Unless designated otherwise: Delivery required is as explicitly indicated on the face of the Purchase Order or as agreed to in writing by PURCHASER, as defined by lncoterms from time to time. For both domestic and international orders, all risk of loss shall remain with VENDOR until Goods have been received and accepted by PURCHASER at the applicable destination according to these Purchase Terms. The Goods ordered must be shipped and received no later than the delivery dates specified.
  11. PACKAGING AND SHIPPING . All shipping containers shall be packed and packaged to: (i) ensure safe arrival to final destination; (ii) secure the lowest transportation costs; (iii) comply with requirements of common carriers; (iv) meet PURCHASER’s written instructions; and (v) meet the requirements of all applicable Laws. Each package or container shall be marked clearly to show the Purchase Order number, ship date, and name of consignee and consigner. An itemized packing list shall be included in each container.
  12. WARRANTIES. VENDOR warrants that the Goods delivered, the packaging, labeling and sorting thereof, any installation, repair, and maintenance of Goods, and any other performance pursuant to the Purchase Order, will: (i) be free of infringement of property rights of third parties, including without limitation, any patent, trademark, trade name, copyright or right of publicity, or misappropriate any trade secret or violate any license or any other rights; (ii) be free from defects in material and workmanship, be of even kind and quality and run without variation; (iii) be of merchantable quality; (iv) be fit for the intended use of the PURCHASER, PURCHASER’s customers and any other intended uses of such Goods and shall be new and not refurbished; and (v) be of grade and performance in conformity with all specifications, blueprints, designs, drawings, samples, models, descriptions, instructions, and other items referred to in the Purchase Order. VENDOR also warrants that the Goods to be delivered hereunder were produced incompliance with all applicable requirements of the Fair Labor Standards Act of 1938 as amended, including specifically Sections 206, 207, 212 and 215, and all regulations and orders of the U.S. Department of Labor issued under Section 14 thereof. VENDOR shall maintain, solely at VENDOR’s cost and expense, all licenses, permits, approvals, and the like necessary to conduct its business and perform its obligations under the Purchase Order.
  13.  INSPECTION: Goods may be inspected and examined by PURCHASER or its designed agent at any time, either during or upon completion of production, and whether at VENDOR’S premises or elsewhere, notwithstanding any prior payment or inspection. Such inspection or execution of an inspection certificate by PURCHASER or its designated agent shall not constitute PURCHASER’S acceptance of the Goods nor shall it signify conformity with terms of the Purchase Order. Defective Goods not in compliance with PURCHASER’s drawings, specifications or standards may at any time be rejected even though such Goods may have previously been inspected and accepted. Without limiting any rights it may have, PURCHASER at its sole option may require VENDOR, at VENDOR’s expense to: (i) promptly repair or replace any or all rejected Goods or (ii) refund the fees paid for any or all rejected Goods. All such rejected Goods will be held for VENDOR’s prompt instruction and at VENDOR’s risk . Rejected Goods will be transported for return to VENDOR or destroyed at VENDOR’s cost. Nothing contained herein shall relieve in any way VENDOR from the obligation of testing, inspection, and quality control. Payment for Goods prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims PURCHASER may have against VENDOR or any other party.
  14. LABOR: VENDOR shall not employ any convict labor, forced labor, and/or indentured labor directly or indirectly in the manufacture, in whole or in part, of the Goods; VENDOR represents and certifies that it complies with all pertinent legislative, regulatory and/or administrative requirements of the country of manufacture and does not employ any prohibited child labor in connection with the manufacture of the Goods under the Purchase Order.
  15. STONE SOURCE SUPPLY CHAIN MANUAL: VENDOR warrants that it is familiar with and shall comply with PURCHASER’S instructions and conditions as stated in the Stone Source Supply Chain Manual, as amended.
  16. PERFORMANCE: (a) TIME IS OF THE ESSENCE and failure by VENDOR to strictly comply with the date(s) of delivery and/or other specifications, terms, conditions, and/or express or implied warranties, for the Purchase Order, shall be deemed a material breach, entitling PURCHASER to (i) reject, in whole or in part, the Goods, (ii) return, at VENDOR’S expense, Goods previously delivered; (b) in addition, VENDOR shall be liable for all loss, damages and expenses, including reasonable loss profit, and attorney fees incurring by PURCHASER, as a result breach; and (c) the foregoing shall be without prejudice to any other or remedy PURCHASER may have by reason of VENDOR’S breach. In the event of cancellation of the Purchase Order by PURCHASER, Vendor shall immediately refund to PURCHASER any funds advanced by PURCHASER for any undelivered Goods, together with interest commencing from the date of payment to the date of issuance of the refund at the prevailing rate of interest, as established by a major lending institution in New York during the period on issue; in the alternative, if a Letter of Credit has been opened in favor of the VENDOR, it shall be immediately returned to PURCHASER. PURCHASER, without liability to VENDOR, may deduct from any amounts due to VENDOR, any amounts owed to PURCHASER or any of PURCHASER’s affiliates by VENDOR or any of VENDOR’s affiliates under the Purchase Order or otherwise, and may withhold any payment without penalty to PURCHASER if VENDOR owes any amount of money to PURCHASER or PURCHASER’s affiliates. Purchaser, at its sole discretion, may exercise any right of setoff, offset or deduction Purchaser has, or may in the future have, against any amounts due Purchaser under the terms or otherwise.
  17. PATENTS, TRADENAMES, AND TRADEMARKS: Unless such use is in the Purchase Order, VENDOR shall indemnify PURCHASER for any liability, damages, losses or expenses, incurred by reason of the infringement of any design, patent, trademark and/or tradename, in the production of, or on, the Goods, and/or in connection with VENDOR’S sale, or the offer for sale, of the Goods.
  18. EXCESS CHARGES AND DELAYS: VENDOR shall be liable to PURCHASER for any excess transportation charges, delays, expenses or claims resulting from any deviation in the delivery instructions contained in the Purchase Order.
  19. INDEMNIFICATION. VENDOR agrees to defend, indemnify and hold harmless PURCHASER, officers, directors, shareholders, employees, agents, representatives, successors and assigns {” ln demnitees” } from and against any and all claims, demands, actions, losses, damages, penalties, liabilities, costs, obligations, and expenses (including reasonable attorneys’, experts’ and legal fees) arising out of or resulting in any way from any act or omission of VENDOR (its agents, employees or subcontractors, in whole or in part) in performing work in connection with any Purchase Order, including but not limited to: (i) VENDOR’s breach of these Purchase Terms and/or any Purchase Order, (ii) any claim arising out of defective Goods hereby ordered; (iii) any claim arising from injury to VENDOR employees while in the course of providing Goods to PURCHASER; (iv) violation of any Laws by VENDOR; (v) any claim that PURCHASER has or had a duty to warn a third party with respect to the Goods or (vi) any claim that the Goods supplied by VENDOR infringe a patent, copyright, or trademark or misappropriate a trade secret of a third party. VENDOR shall, at the request of PURCHASER, defend any such claim, action or lawsuit. If the Goods become, or in VENDOR’s opinion, are likely to become the subject of any infringement claim, VENDOR shall do one of the following at VENDOR’s option and expense: (i} procure for PURCHASER the right to continue using the Goods; (ii) replace or modify the Goods so that they become non-infringing without losing functionality; or (iii)terminate PURCHASER’s right to use the Goods, whereupon VENDOR will refund to PURCHASER all amounts paid for such Goods. The indemnity under this Paragraph 5 shall survive delivery and acceptance of Goods and termination or expiration of the Purchase Order and/or PURCHASER’s written agreement with VENDOR, if applicable
  20. RIGHT TO COVER. If VENDOR repudiates the Purchase Order or fails to make delivery within the time specified herein, time being of the essence in connection with the Purchase Order (or, if no time of delivery has been specified, within a reasonable time after acceptance by VENDOR) or if PURCHASER rightfully rejects the Goods or justifiably revokes acceptance thereof, then with respect to any and all Goods involved, PURCHASER may pursue any remedy available including, without limitation, cancellation of the Purchase Order in whole or in part. In addition to recovering so much of the price as has been paid and irrespective of whether PURCHASER has canceled the Purchase Order, PURCHASER may “cover ” and have damages as to all Goods affected whether or not they have been identified to the Purchase Order. PURCHASER may “cover” by making, in good faith and without unreasonable delay, any reasonable purchase of or contract to purchase Goods in substitution for those due from VENDOR. PURCHASER shall recover from VENDOR as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages.
  22. ASSIGNMENT PROHIBITED: Neither the Purchase Order nor any right ensuring thereunder, or in connection herewith, may be assigned by VENDOR without PURCHASER’S written consent.
  23. WAIVER: Should the PURCHASER waive breach of any of these Purchase Terms, such waiver shall not constitute a waiver as to any other terms or conditions of the Purchase Order or waiver of the applicable terms or conditions as to any other order placed with VENDOR.
  24. REMEDIES NOT EXCLUSIVE: the rights and remedies herein expressly provided for shall be in addition to and not in lieu of any other rights or remedies by law.
  25. FORCE MAJEURE: Discontinuance of PURCHASER’S or VENDOR’S business by reason of fire, flood, tempest, earthquake, war, or any other cause or causes of like or different character beyond reasonable control will give that partly the option of canceling all undelivered Goods, provided that reasonable notice is given to the other party.
  26. CHOICE OF LAW: This Agreement shall be construed and enforced under and in accordance with laws of the State of New York. All terms used in the Purchase Order, which are defined in the Uniform Commercial Code as adopted in the State of New York, shall have the same meaning herein as such code.
  27. JURISDICTION: Exclusive jurisdiction to decide any dispute arising under the Purchase Order shall be in any court with competent jurisdiction in the state of New York, United States of America. VENDOR consents to jurisdiction of the courts in the State of New York and to service of process by any manner recognized by those courts.
  28. ENTIRE AGREEMENT. The Purchase Order represents the entire understanding between PURCHASER and VENDOR, shall supersede all prior understandings and agreements relating to the subject matter hereof, and may be amended only by written mutual agreement of the parties. In the event of a conflict between the terms and conditions of the Purchase Order and any amendment thereto, the Purchase Order shall govern and control unless expressly indicated otherwise in the amendment.
  30. PUBLICITY. VENDOR will not, without PURCHASER’s prior written consent, (i) use the name, trademark, service mark, trade dress, logo or other identifying marks of PURCHASER in any sales, marketing or publicity activities or materials, and/or (ii) issue any public statement regarding its relationship with PURCHASER.
  31. MISCELLANEOUS. The Purchase Order shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each party is an independent contractor of the other party. All rights and remedies reserved by PURCHASER in these Purchase Terms will be cumulative and in addition to, and not in lieu of, any other remedies available at law, in equity or otherwise. Any rights of PURCHASER not expressly granted herein are reserved by PURCHASER. VENDOR will not subcontract any of its obligations without obtaining PURCHASER’ s prior written approval. Notwithstanding any approval by PURCHASER, VENDOR will remain solely responsible for all of its obligations and will be liable for any subcontractor’s failure to perform or abide by the provisions of these Purchase Terms or any Purchase Order. If any provision of these Purchase Terms conflicts with the law under which these Purchase Terms are to be construed or is held invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The provisions of these Purchase Terms and any Purchase Order that expressly or by their nature contemplate performance or observance after the Purchase Order terminates or expires will survive and continue in full force and effect.
  32. CISG NOT APPLICABLE: The parties hereto agree that the provisions of the United Nations Convention on the International.
  33. The parties hereby acknowledge and agree that their respective signatures delivered by facsimile or in electronic format (e.g., “.pdf” or “.tif”) on the Purchase Order and other documents related to Purchaser’s purchase of the Goods verify that the subject document has been executed by an authorized representative of that party with the intent to sign it and that said electronic signatures have the same legal effect as handwritten signatures for the purposes of validity, enforceability and admissibility. The parties hereby waive any defenses attempting to invalidate the enforceability of the document to which its electronic signature is affixed.