Petco Love Purchase Order Standard Terms And Conditions
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Petco Love Purchase Order Standard Terms And Conditions

These Terms and Conditions (“T&Cs”) apply only to transactions not covered by a written agreement between you (“Seller” or “you”) and Petco Love (“Agreement”). If there is an Agreement, those terms govern the transaction and relationship between us and prevail to the extent they are inconsistent with these T&Cs. If there is no Agreement, these T&Cs govern the transaction and supersede any terms you may add to (whether through your sales order, invoice, or otherwise) or modify on the accompanying purchase order (“PO”) from Petco Love.

1. ACCEPTANCE: This PO is an offer by Petco Love for the purchase of goods specified in the PO in accordance with these T&Cs. The PO and these T&Cs expressly limit Seller’s acceptance to the terms of the PO and T&Cs, which prevail over any terms and conditions from Seller in connection with the PO. These T&Cs apply to any repaired or replacement goods provided by Seller. Seller accepts these T&Cs and agrees to comply with them in connection with any transaction described in the applicable PO. Petco Love may change or cancel any PO (in whole or in part) for any reason before the date the goods are shipped. These T&Cs may be modified only by a written document signed by a duly authorized representatives of each party.

2. DEFAULT: . If Seller fails to perform in accordance with the PO or these T&Cs, Petco Love may give written notice of default and terminate all or any part of the PO if Seller does not cure the default within a time period specified in the notice. Seller will continue performing under the PO to the extent not terminated. If Seller for any reason anticipates difficulty in complying with the required delivery date (or in meeting other requirements of the PO), Seller will promptly notify Petco Love in writing (which will entitle Petco Love to terminate the PO). In addition to other rights stated, Petco Love may terminate the PO, in whole or in part, at any time with or without cause before delivery of the goods by giving Seller written notice. If Petco Love terminates the PO, Seller’s sole and exclusive remedy will be payment for the conforming, non-defective goods actually received. The rights and remedies of Petco Love in this Section are not exclusive and in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity or under the PO.

3. PRICE: The PO must not be filled at a price higher than stated in the PO and no extra charges of any kind are allowed without Petco Love’s prior written authorization in each case. Seller will provide the goods at the lowest price charged by Seller to other buyers for similar quantity and goods.

4. DELIVERY: Seller agrees to deliver to Petco Love all goods ordered on the date(s) and location specified in the PO. Unless otherwise specified in a PO, Seller will make delivery FOB to the delivery location specified in the PO during normal business hours. Timely delivery of the goods is of the essence. If Seller fails to deliver the goods in full on the delivery date, Petco Love may terminate the PO (in whole or in part) immediately upon written notice to Seller and Seller will indemnify Petco Love against any damages and liabilities incurred attributable to Seller’s failure to deliver goods on the delivery date. Title and risk of loss will pass to Petco Love upon delivery of the goods to the proper location and acceptance by Petco Love. If Petco Love rejects goods as described in these T&Cs, risk of loss and title will be deemed to remain with Seller.

5. INVOICES; PAYMENT; TAXES:

(A) Upon delivery of goods (or other completion of transaction), Seller will submit an invoice containing the applicable PO number, item number, description of goods, quantities, unit prices, total purchase price, and any other relevant information. Each invoice will refer to only one PO.

(B) Unless otherwise stated in the PO, Petco Love will pay an invoice within 30 business days following the later of receipt or invoice date. All claims for amounts due will be subject to any deduction, setoff or counterclaim arising out of the PO.

(C) Seller acknowledges that Petco Love will be treated as a tax exempt entity. Petco Love will provide Seller with its exemption certificate on request. All invoices from Seller will exclude all taxes excludable under Petco Love’s tax exempt status.

(D) If Seller owes Petco Love a credit or other amount under these T&Cs or PO, Seller will pay the amount by check or wire transfer within 60 days following Petco Love’s notice of such amounts due.

(E) Any charges not invoiced to Petco Love within 120 days from the date the transaction is completed will not be payable by Petco Love. If Petco Love is responsible for any third-party charges, the 120-day period will not begin to run until Seller has been invoiced by the applicable third party.

6. INSPECTION: Petco Love reserves the right to inspect (and, if applicable, test), at its option, all or a sample of the goods on or after the delivery date and prior to final acceptance. Petco Love may reject all or any portion of the goods if it determines the goods are nonconforming or defective. Petco Love’s failure to inspect or detect defects will not relieve Seller from responsibility for providing goods in accordance with the PO. Payment for goods will not constitute acceptance. If any goods are found to be nonconforming or defective, Petco Love may (in addition to other rights and remedies available by contract, law or equity) reject and return the goods at Seller’s expense and Seller will, at its sole expense, replace with conforming, non-defective goods.

7. WARRANTIES: Seller represents and warrants that: (A) all goods are free of any claim of any nature by any third person and Seller will convey clear title to Petco Love; (B) all goods are of merchantable quality, free from all defects in design, workmanship and materials, and fit for the particular purposes for which they are purchased; (C) Seller has obtained and paid for any license, permit, or other requirements of any authority in connection with the goods; (D) all goods are provided in strict accordance with applicable specifications and requirements of Petco Love and all applicable federal, state, and local laws, regulations, and ordinances and do not violate the intellectual property or other rights of any party; and (E) Seller has not and will not take any action that would cause Petco Love to violate any applicable law or regulation, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 or other law that prohibits offering, giving, or promising to offer or give or receiving, directly or indirectly, anything of value to any third party to assist in retaining or obtaining business or goods. These warranties survive any delivery, inspection, acceptance and payment with respect to the goods.

8. INDEMNIFICATION: Seller will indemnify and hold Petco Love (and its parents, affiliates, directors, officers, employees, agents, and representatives) harmless from any liability, damage, or expense (including reasonable attorneys’ fees and court costs) based on third-party claims arising from the goods and Seller’s breach of its representations, warranties and obligations,

negligence, and willful misconduct. Petco Love reserves the right, at Seller’s expense, to control the defense of any claim.

9. LIMITATION OF LIABILITY: PETCO LOVE’S AGGREGATE LIABILITY ARISING FROM EACH PO AND THESE T&Cs IS LIMITED TO THE AMOUNT PAID BY PETCO LOVE FOR THE GOODS. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, PETCO LOVE WILL NOT BE LIABLE UNDER ANY PO OR THESE T&Cs FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES INCLUDING LOST REVENUES EVEN IF PETCO LOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. CONFIDENTIAL INFORMATION: Seller will keep strictly confidential all of Petco Love’s nonpublic information (whether oral or written) that Seller learns or receives in connection with any PO and will use that confidential information solely for purposes of the PO and will not disclose it to any third party without Petco Love’s prior written consent in each case. Seller acknowledges that a breach of confidentiality obligations would cause irreparable harm for which injunctive relief is appropriate, without requirement of further proof, in addition to any monetary damages as may be awarded by a court of competent jurisdiction.

11. INSURANCE: Seller will maintain Comprehensive General Liability (including Contractual Liability) coverage (with financially sound and reputable insurers) insuring Seller’s liabilities under the PO/T&Cs with customary limits for a company of similar size and operations as well as all Workers’ Compensation insurance or other coverage required by any federal, state, and local laws, regulations, and ordinances.

12. MISCELLANEOUS:

(A) These T&Cs (excluding any terms added by Seller without Petco Love’s prior written consent) are the entire terms governing the transaction concerning the goods under each PO (provided there is no Agreement). Seller may not assign the PO/T&Cs or delegate its obligations under them and any attempted assignment will be null and void (without Petco Love’s prior written consent).

(B) Petco Love reserves all rights and remedies (which will be cumulative and in addition to those available at law or in equity) relating to the PO and these T&Cs. Petco Love’s delay in exercising any right or remedy will not be deemed a waiver.

(C) Seller agrees not to use Petco Love’s name, trademarks, or other indicators of source in any publicity, advertising, client listing, or similar activity without prior written consent in each case.

(D) The PO/T&Cs are governed by laws of the State of New York without regard to any conflicts of law principles that would result in the application of the law of another jurisdiction. Any dispute under the PO/T&Cs that is not resolved through negotiation may, if mutually agreed by the parties in writing, be settled by final and binding arbitration (conducted by a single arbitrator selected by the parties or appointed in accordance with the AAA’s rules). Otherwise, Petco Love and Seller irrevocably: (i) agree to bring any claim or proceeding exclusively in the state and federal courts located in the State and County of New York; and (ii) waive any objection to the venue of those courts based on an inconvenient forum or other reasons.

(E) Sections 7, 8, 9, 10, 11, 12, and any other provisions that by the nature and intent should survive, will survive any termination of the PO.

(F) Any notice under the PO/T&Cs must be in writing and will be considered given when delivered to the other party as evidenced by delivery receipt or other written evidence. All notices to Petco Love must be sent to: 654 Richland Hills Drive, San Antonio, Texas 78245, to the attention of Director of Accounting and Financial Planning, and to Seller at its address in the PO (or another address designated by a party in writing).

(G) If any provision of the PO is held to be unenforceable, it will be revised to the extent necessary to make it enforceable and reflect the parties’ intent, or, if that is not possible, it will be deleted and the remaining provisions will be enforceable to the full extent permitted by law.

(H) Headings are used solely for convenience and should not be used to interpret the meaning of any provision in the PO/T&CS. The word “including” is illustrative and means “including, but not limited to.”

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