1.1. "Buyer" refers to the consumer products brand, Booty Parlor, Inc., and its affiliates.
1.2. "Supplier" refers to the party providing goods or services to the Buyer as identified in the Purchase Order.
1.3. "Purchase Order" means the written or electronic document issued by the Buyer that specifies the terms and conditions of the purchase, including but not limited to the description, quantity, price, delivery schedule, and destination of the goods or services.
2.1. These Terms and Conditions shall apply to all Purchase Orders issued by the Buyer. Acceptance of a Purchase Order by the Supplier shall be deemed as acceptance of these Terms and Conditions. Any additional or conflicting terms proposed by the Supplier are expressly rejected unless otherwise agreed in writing by both parties.
3. DELIVERY AND PENALTY
3.1. Time is of the essence for the delivery of goods or performance of services under the Purchase Order. The Supplier shall deliver the goods or perform the services on the date(s) specified in the Purchase Order (the "Delivery Date"). If no date is specified, delivery or performance shall be within a reasonable time from the date of the Purchase Order.
3.2. If the Supplier fails to deliver the goods or perform the services on the Delivery Date, the Supplier shall be liable for a late delivery penalty. The late delivery penalty shall be calculated as 1% of the total Purchase Order value for each day of delay, up to a maximum of 20% of the total Purchase Order value.
3.3. The Buyer shall have the right, in addition to any other rights and remedies available to it under applicable law, to:
4.1. The Supplier warrants that all goods and services provided under the Purchase Order shall:
4.2. The Supplier shall notify the Buyer promptly in writing if it becomes aware of any actual or suspected non-compliance with any warranty set forth in this Clause 4. In the event of any non-compliance, the Buyer may, in addition to any other rights and remedies available to it under applicable law or these Terms and Conditions:
5.1. The Supplier shall indemnify, defend, and hold harmless the Buyer and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to:
6.1. The Supplier shall maintain adequate insurance coverage, including but not limited to general liability, product liability, and workers' compensation insurance, with reputable insurance carriers to cover its obligations under these Terms and Conditions and the Purchase Order. Upon the Buyer's request, the Supplier shall provide certificates of insurance evidencing such coverage.
7. FORCE MAJEURE
7.1. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms and Conditions or the Purchase Order if such failure or delay is due to an event beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil disturbance, or labor disputes ("Force Majeure Event"). The affected party shall promptly notify the other party of the occurrence of a Force Majeure Event and use its best efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably possible. If the Force Majeure Event continues for more than 10 days, the unaffected party may terminate the Purchase Order without any further liability to the affected party, except for payment obligations that accrued prior to the occurrence of the Force Majeure Event.
8. GOVERNING LAW AND DISPUTE RESOLUTION
8.1. These Terms and Conditions and the Purchase Order shall be governed by and construed in accordance with the laws of New York, without giving effect to its conflict of laws principles.
9.1. The Supplier shall keep confidential all information provided by the Buyer in connection with the Purchase Order, including but not limited to pricing, specifications, drawings, and any other technical or business information (the "Confidential Information"). The Supplier shall not disclose, reproduce, or use the Confidential Information for any purpose other than the performance of its obligations under the Purchase Order, without the Buyer's prior written consent. The Supplier shall take reasonable precautions to prevent unauthorized access to or disclosure of the Confidential Information and shall return or destroy all Confidential Information upon the Buyer's request or upon completion or termination of the Purchase Order.
10.1. In addition to any other rights and remedies available to the Buyer under applicable law, the Buyer may terminate the Purchase Order, in whole or in part, upon written notice to the Supplier, if the Supplier:
11.1. The Supplier may not assign or subcontract its obligations under the Purchase Order without the Buyer's prior written consent.
11.2. No modification or waiver of any provision of these Terms and Conditions or the Purchase Order shall be effective unless in writing and signed by both parties.
11.3. If any provision of these Terms and Conditions or the Purchase Order is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be deemed replaced by a valid and enforceable provision that most closely approximates the original intent of the parties.
11.4. The relationship between the Buyer and the Supplier is that of independent contractors, and nothing in these Terms and Conditions or the Purchase Order shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.
11.5. Any notices required or permitted under these Terms and Conditions or the Purchase Order shall be in writing and shall be deemed effectively given upon personal delivery, registered or certified mail, or overnight courier service, addressed to the receiving party at the address specified in the Purchase Order or such other address as may be designated by the receiving party.
11.6. The failure of either party to enforce any provision of these Terms and Conditions or the Purchase Order shall not be construed as a waiver of such provision or the right to enforce it at a later time.
11.7. These Terms and Conditions and the Purchase Order, together with any documents expressly incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations, whether written or oral, between the parties.
12. COMPLIANCE WITH LAWS AND SOCIAL RESPONSIBILITY
12.1. The Supplier represents and warrants that it shall comply with all applicable laws, regulations, and standards in the performance of its obligations under the Purchase Order, including but not limited to labor, health, safety, and environmental laws and regulations.
12.2. The Supplier shall not engage in or support any form of forced or compulsory labor, child labor, human trafficking, or modern slavery. The Supplier shall comply with the minimum employment age limit as defined by applicable national laws or regulations, and in no event shall the Supplier employ or engage any individual under the age of 16.
12.3. The Supplier shall ensure fair labor practices, including but not limited to providing a safe and healthy working environment.
12.4. The Supplier shall not engage in any form of discrimination, harassment, or abuse with respect to its employees, subcontractors, or other individuals involved in the performance of its obligations under the Purchase Order.
12.5. The Buyer reserves the right to conduct audits or inspections of the Supplier's facilities and operations, either directly or through third-party representatives, to verify the Supplier's compliance with the provisions set forth in this Clause 12. The Supplier shall provide the Buyer with access to all relevant records, personnel, and facilities reasonably necessary to conduct such audits or inspections.
12.6. The Supplier shall ensure that its suppliers, subcontractors, and other entities in its supply chain (collectively, "Sub-Suppliers") adhere to the same standards and requirements set forth in this Clause 12. The Supplier shall be responsible for monitoring and verifying the compliance of its Sub-Suppliers and shall promptly take corrective action in the event of any non-compliance.
12.7. The Supplier shall promptly notify the Buyer in writing if it becomes aware of any actual or suspected non-compliance with the provisions of this Clause 12, whether by itself or any of its Sub-Suppliers. In the event of any non-compliance, the Buyer may, in addition to any other rights and remedies available to it under applicable law or these Terms and Conditions:
12.8. The Supplier's obligations under this Clause 12 shall survive the termination or expiration of the Purchase Order.