Blulabs and Blulabs Brands General Terms & Conditions for Purchase Orders
- Definitions
1.1 “Buyer” refers to either Blulabs LLC or Blulabs Brands LLC, as specified in the Purchase Order. These Terms and Conditions apply to the entity identified as the Buyer in the applicable Purchase Order.
1.2 “Seller” refers to the entity supplying goods or services under this Purchase Order.
1.3 “Goods” refers to the products, materials, or services provided by the Seller as specified in the Purchase Order.
1.4 “Purchase Order” refers to the contractual document issued by the Buyer detailing the Goods, quantities, prices, and other applicable terms.
1.5 “Cargo Ready Date” means the date the Goods are ready for shipment from the Seller’s facility (ex-factory).
1.6 “ISF Date” means the date by which the Importer Security Filing must be submitted for shipments entering the United States.
1.7 “Vessel ETA” means the estimated time of arrival of the vessel at the port of discharge.
1.8 “First Article” means the initial sample of Goods produced by Seller and approved by Buyer prior to full production.
- Acceptance of Purchase Order
2.1 Seller’s acknowledgment of the Purchase Order or commencement of performance constitutes acceptance of these terms and conditions.
2.2 Seller must acknowledge receipt of the Purchase Order within 48 hours and confirm acceptance of the Purchase Order, including price, specifications, and lead time, within 5 business days.
2.3 Any Purchase Order not explicitly accepted by the Seller within this time frame will be deemed accepted by Seller in accordance with the terms and conditions set forth by Blulabs.
2.4 Any additional or different terms proposed by the Seller are expressly rejected unless agreed to in writing by the Buyer.
- Price and Payment Terms
3.1 The Price shall be that stated in the Purchase Order unless such price exceeds the lowest price at which Seller is selling Goods or similar items to its other customers as of the date of delivery to Purchaser, in which case the lower price shall control.
3.2 Payment terms are net 60 days from receipt at port, unless otherwise specified in the Purchase Order. Notwithstanding the foregoing, if Payment terms are less than 60 days, both parties shall work together to establish reasonable commercial conditions and timelines to extend and achieve 60 day terms within the next 6 months.
3.3 Invoices must reference the applicable Purchase Order number and include a detailed description of Goods provided. Invoices must exactly match the packing slip and as-loaded container contents.
- Inspection and Acceptance
4.1 Goods are subject to Buyer’s inspection and approval within 60 days of receipt at Buyer’s designated location. Buyer reserves the right to reject Goods that do not conform to specifications or are defective.
4.2 Rejected Goods will be returned at the Seller’s expense, and Seller will issue a full refund or replacement at Buyer’s discretion.
4.3 All first time purchased goods are subject to third party inspection at the manufacturing site.
- Delivery
5.1 Time is of the essence. Goods must be delivered by the delivery date specified in the Purchase Order.
5.2 Partial shipments require prior written approval from the Buyer.
5.3 Deliveries delayed by 5 days or less will not incur penalties. If delivery is late by more than 5 days, but not more than 14 days late, Seller will pay a late penalty of 5% of the value of the Purchase Order, which may be offset by Buyer against any payment due to Seller. If delivery is more than 14 days late, Seller shall agree to pay for air freight, if so required by Buyer, or Buyer may cancel the Purchase Order at Buyer’s sole discretion without liability.
- Shipment Authorization and Documentation
6.1 Shipments must be authorized and booked at least 10 business days in advance of the Cargo Ready Date (ex-factory date).
6.2 All shipment documents must be prepared and submitted within 3 days of the ex-factory date, or not later than 24 hours from the ISF date. Telex releases are to be provided by Seller to Buyer at least 7 days before the Vessel ETA to port of discharge.
- Packing and Marking
7.1 All goods shall be packed, crated, and braced to prevent damage or deterioration and in accordance with all applicable laws, with no charges being paid by Buyer for packing, crating, or bracing.
7.2 The contents of each shipping container shall be clearly identified on the outside of the container, and the applicable Purchase Order number for the contents shall be clearly stated on the outside of each such container.
7.3 Buyer may specify additional packing or marking requirements in the Purchase Order, including but not limited to the following strapping colors for sized Goods:
- Small: Green
- Medium: Red
- Large: Blue
- XL: Black
- 2XL: Yellow
- Tooling Ownership and Maintenance
8.1 Any tooling, molds, or equipment provided by the Buyer to the Seller or purchased by the Seller and reimbursed by the Buyer remains the property of the Buyer unless otherwise agreed in writing.
8.2 Seller is responsible for maintaining the tooling in good working condition and ensuring it is used solely for fulfilling Buyer’s Purchase Orders.
8.3 Seller must notify Buyer promptly of any damage to or loss of tooling and provide a detailed report. Repairs or replacements must be made at the Seller’s expense unless otherwise agreed in writing by the Buyer.
8.4 Upon termination or completion of the Purchase Order, all tooling must be returned to the Buyer in good condition, unless otherwise directed by the Buyer.
- Warranties
9.1 Seller warrants that the Items will: (a) be of merchantable quality; (b) be fit for their intended purposes as commonly understood for such Goods (e.g., nitrile gloves for medical or industrial use, cups and cutlery for food consumption); (c) be of high quality and be free from defects in material and workmanship; (d) comply with the most stringent of Purchaser’s or Seller’s specifications, performance guarantees and requirements; and (e) comply with the highest of all nationally or internationally recognized codes and established industry standards. All Items shall be sold by Seller to Purchaser free and clear of any liens and encumbrances. Seller’s warranties and guarantees shall survive inspection, delivery and acceptance of the Items and/or payment by Purchaser. If the Items do not conform to any of these warranties, then, at Purchaser’s option, Seller shall repair or replace the defective Items, F.O.B. Purchaser’s designated site at Seller’s expense, or in the case of services, re-perform the services at Seller’s expense. In the event that, in the reasonable opinion of Purchaser, Seller cannot repair or replace the items, or re-perform the services, within a commercially reasonable time, then Purchaser may take all steps necessary to have the breach of warranty cured and/or may terminate the Purchase Order and/or the Contract without penalty or further responsibility. In any event, Seller shall be responsible for all expenses and damages which Purchaser incurs because of the actual or alleged breach of warranty. Disclaimers of express or implied warranties and limitations of liability in any Seller document will be of no effect unless specifically agreed to in writing by Purchaser, and even then, shall not apply in the event of bad faith by the Seller in the performance of the Contract.
9.2 Seller guarantees that goods conform to any Buyer approved First Article and any approved specifications. Failure of Seller to produce Goods which meet approved specifications, which causes a shipment to be late, shall be subject to the penalties as outlined in Section 5.3.
9.3 This warranty is in addition to any warranties implied by law or expressly provided by Seller.
- Confidentiality
10.1 Any non-public information disclosed by the Buyer to the Seller in connection with this Purchase Order is confidential and must not be disclosed to third parties without Buyer’s prior written consent.
- Indemnification
11.1 Seller agrees to indemnify and hold harmless Buyer, its affiliates, and customers from any claims, damages, or expenses arising out of or related to Seller’s breach of this Purchase Order or negligence, or 3rd party intellectual property.
- Termination
12.1 Buyer may terminate this Purchase Order, in whole or in part, at any time for convenience by providing written notice to the Seller.
12.2 In the event of termination for convenience, Buyer’s liability is limited to payment for Goods satisfactorily delivered and accepted prior to termination.
- Force Majeure
13.1 Neither party will be liable for delays or failure to perform due to causes beyond their reasonable control, including natural disasters, labor disputes, or government actions.
13.2 The affected party must notify the other promptly of any such event and take all reasonable steps to mitigate its impact.
- Governing Law and Dispute Resolution
14.1 This Purchase Order is governed by the laws of the State of Florida, excluding its conflict of law principles.
14.2 Any disputes arising under this Purchase Order will be resolved through good faith negotiations. If unresolved, disputes will be subject to binding arbitration under the rules of the American Arbitration Association.
14.3 Seller shall maintain liability and product insurance adequate to cover its obligations under this Purchase Order and provide proof of such insurance upon Buyer’s request.
14.4 Seller represents and warrants compliance with the U.S. Foreign Corrupt Practices Act and all applicable anti-corruption laws in jurisdictions where it operates.
- Entire Agreement
15.1 This Purchase Order, including these terms and any referenced documents, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
- Amendments
16.1 Any amendments to this Purchase Order must be in writing and approved by authorized representatives of both parties.
- Assignment
17.1 Seller may not assign this Purchase Order or any of its obligations without Buyer’s prior written consent.
- Severability
18.1 If any provision of this Purchase Order is found to be unenforceable, the remaining provisions will remain in full force and effect.
- Equal Employment Opportunity and Nondiscrimination
19.1 Seller represents and warrants that it does not employ child labor, prison labor, or indentured labor in the production of Goods supplied under this Purchase Order, in compliance with all applicable local and international laws.
19.2 Seller agrees to provide Buyer with certifications or documentation verifying compliance with this section upon request.
19.3 Any violation of these obligations is grounds for termination of this Purchase Order without liability to the Buyer.
- Compliance with Laws
20.1 Seller represents and warrants that all Goods comply with applicable laws, regulations, and standards, including but not limited to safety, environmental, and labor requirements.
20.2 Seller agrees to furnish Buyer with any information or certifications required to verify compliance.
