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PURCHASE ORDER TERMS AND CONDITIONS

KAT BURKI SKINCARE, INC
PURCHASE ORDER TERMS AND CONDITIONS 

THESE PURCHASE ORDER TERMS AND CONDITIONS (the “PO") set forth the terms and conditions that apply to all purchases of goods and services by Kat Burki Skincare, Inc. (“KBSI”) from Vendor pursuant to this PO. As used in this PO, "Vendor"means the entity identified on the face of the PO as "Vendor" and its subsidiaries and Affiliates (as defined below). Vendor and KBSI hereby agree as follows:

  1. GOODS AND SERVICES. Vendor agrees to perform the services ("Services") and provide all materials, equipment, hardware, goods, or deliverables described in this PO (collectively referred to as "Goods"), in accordance with the terms and conditions in this PO. This PO may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized KBSI representative. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Vendor which are inconsistent with the terms and conditions of this PO, are hereby rejected. All shrink-wrap, click-wrap, browse-wrap, and similar terms, and any online terms of use, terms of service, or similar terms relating to Services, are expressly rejected by KBSI and are null and void. The terms of this PO shall prevail over all other such terms andconditions. In the event of any inconsistency or conflict between the terms of this Purchase Order or any terms in any master agreement between the parties (the “Master Vendor Agreement”), the terms more favorable to KBSI shall control. 

  2. DELIVERY. Time is of the essence. Performance of Services and delivery of Goods shall be made pursuant to the schedule, via the carrier, and to the place specified on the face of the PO. If no delivery schedule is specified, the order shallbe filled promptly and delivery will be made by the most expeditious form of transportation. In the event Vendor fails to deliver the Services and Goods within the time specified, KBSI may, at its option, decline to accept the Services and Goods and cancel the PO without liability or may demand its allocable fair share of Vendor's available Goods and cancel the balance of the PO without liability. Vendor shall package all items in suitable containers to permit safe transportation and handling. 

  3. IDENTIFICATION, RISK OF LOSS, & DESTRUCTION OF GOODS. Vendor assumes all risk of loss until title transfers to KBSI. Title to the Goods shall pass to KBSI upon acceptance of the Goods and Services. If the Goods ordered are destroyed prior to title passing to KBSI, KBSI may at its option cancel the PO without liability or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of Goods is partial, KBSI shall have the right, but not the obligation, to require delivery of the Goods not destroyed.

  4. PAYMENT.
    4.1.As full consideration for the performance of the Services, delivery of the Goods and performance of the Services, KBSI shall pay Vendor the amount and/or fees (“Fees”) agreed upon and specified in the PO. Vendor agrees that payment of Fees from KBSI’s client (“Client”) to KBSI is a condition precedent to KBSI’s obligation to pay the Fees or make progress payments or final payment to the Vendor. Applicable taxes and other charges such as shipping costs shall be stated separately on Vendor's invoice. Payment shall not constitute acceptance. All duties and taxes assessable upon the Goods prior to receipt by KBSI shall be borne by Vendor. Vendor shall only invoice KBSI for Goods delivered and Services actually performed. Each invoice submitted by Vendor must be provided to KBSI within ninety (90) days of completion of the Services or delivery of Goods and must reference the PO. KBSI reserves the right to return all incorrect invoices. Unless otherwise specified on the face of a PO, KBSI shall pay the invoiced amount within sixty (60) days after receipt of a correct invoice and receipt of payment from the Client.
    4.2.If KBSI disputes the accuracy of an invoice (a "Billing Dispute"), KBSI will not later than thirty (30) days following the date of such invoice, notify Vendor in writing of the nature of the Billing Dispute. KBSI may withhold payment of the disputed amount and such payment will not be considered past due during Vendor's investigation. 
    4.3.Vendor shall maintain written or electronic records reflecting the basis for any charges billed in connection with a PO for three (3) years after Vendor's receipt of KBSI's final payment with respect to the PO. KBSI shall have the right, but not the obligation, at any time or from time to time, during regular business hours, upon not less than twenty-four (24) hours notice to Vendor, to inspect, audit or examine Vendor's operations, records, systems and facilities to determine Vendor's and any of its subcontractor's compliance with the PO and the basis for any amounts billed to KBSI. If any such audit discloses any overcharges, Vendor shall, on demand, pay KBSI the amount of such overcharges, together with interest on such overcharges at the rate of ten percent (10%) per annum, or the maximum amount allowed by law, whichever is less, from the date of each such overcharge, until reimbursed to KBSI. If any such audit discloses overcharges, in addition to any amounts to which KBSI may be entitled, Vendor shall, promptly reimburse KBSI for all costs and expenses incurred by KBSI in connection with such audit.

  5. WARRANTIES.
    5.1.Services. Vendor represents and warrants that all Services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good, and sound professional procedures. Further, Vendor represents and warrants that the Services shall be completed in accordance with applicable law, applicable specifications and any statements of work signed by an authorized representative of KBSI and shall be correct and appropriate for the purposes stated therein. Vendor represents and warrants that the performance of Services underthis PO will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Vendor isbound.
    5.2.Goods. Vendor warrants that it has good and transferable title to the Goods and that all Goods provided will be new and will not be used or refurbished, unless otherwise agreed by KBSI. Vendor warrants that all Goods delivered shall be free from all defects and shall conform to all applicable specifications and the PO signed foraperiodoftwelve (12)monthsfromthedateofdeliverytoKBSIorfortheperiodprovidedinVendor's standard warranty covering the Goods, whichever is longer. Additionally, Goods purchased shall be subject to all written and oral express warranties made by Vendor's agents, and to all warranties provided for by applicable law. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Vendor shall furnish to KBSI Vendor's or its Affiliates standard warranty and service guaranty applicable to the Goods. All warranties shall run both to KBSI and to its clients.

  6. INSPECTION. KBSI shall have a reasonable time after receipt of Goods and/or Services before payment to inspect them for conformity to the PO. Goods received prior to inspection shall not be deemed accepted until KBSI has run adequate tests to determine whether the Goods conform. Use of a portion of the Goods for the purpose of testing shall not constitute an acceptance of the Goods. If Goods and Services tendered do not wholly conform withthe provisions hereof, KBSI shall have the right to reject. Nonconforming Goods will be returned to Vendor freight collect and risk of loss will pass to Vendor upon KBSI's delivery to the common carrier.

  7. INDEPENDENT CONTRACTOR. Vendor is an independent contractor for all purposes, without express or implied authority to bind KBSI by contract or otherwise. Neither Vendor nor its employees, agents, affiliates (including manufacturer which it represents) or Vendors, and their employees and agents ("Vendor's Affiliates") are agents or employees of KBSI, and therefore are not entitled to any employee benefits of KBSI, including but not limited to, any type of insurance. Vendor shall be responsible for all costs and expenses incident to performing its obligations under this PO and shall provide Vendor's own supplies and equipment. KBSI may require a background check of any of Vendor's Affiliates who perform Services on KBSI premises, and Vendor hereby agrees to conduct such investigation in accordance with background check standards to be provided by KBSI, and shall at all times comply with all laws and regulations applicable to background investigations. Vendor's Affiliates shall observe the working rules of all KBSI premises when on such premises. KBSI reserves the right to prohibit any Vendor's Affiliates from performing Services on KBSI'spremises.

  8. INSURANCE. Vendor shall be solely responsible for maintaining and requiring Vendor's Affiliates to maintain such adequate freight, general liability, auto, workers' compensation, and otherinsurance, as is required by law or as is the common practice in Vendor's and Vendor's Affiliates' trades or businesses, whichever affords greater coverage. Upon request, Vendor shall provide KBSI with certificates of insurance or evidence of coverage before commencing performance under this PO. Coverage shall name KBSI as an additional insured, as and where permitted.

  9. INDEMNITY. Vendor shall indemnify, hold harmless, and at KBSI's request, defend KBSI, its officers, directors, clients, agents and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys' fees, interest, and cost of suit arising out of or in any way connected with (i) the acts or omissions, willful or criminal conduct of Vendor or its officers, directors, employees, agents, subcontractors or other representatives (the “Indemnifying Parties”); (ii) failure of the Identifying Parties to comply with any applicable law, guideline, code, or order; (iii) Indemnifying Parties’ failure to properly compensate any employees or subcontractors; or (iv) the infringement by the Indemnifying Parties of any third party’s patents, copyrights, or trademarks, or of any intellectual property or proprietary rights by the Goods and Services; or (iv) Indemnifying Parties’ breach of this Agreement. Vendor shall not settle any such suit or claim without KBSI's prior written approval. Vendor agrees to pay or reimburse all costs that may be incurred by KBSI in enforcing this indemnity, including attorneys' fees. Should the use of any Goods or Services by KBSI, its distributors, Vendors, or customers be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Vendor shall, at its sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for KBSI, its distributors, Vendors, or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.

  10. CONFIDENTIALITY. Vendor may acquire knowledge of KBSI Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such KBSI Confidential Information in confidence during and following termination or expiration of this PO. In no event will Vendor use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of KBSI Confidential Information. Vendor further agrees not to use the KBSI Confidential Information except in the course of performing hereunder and will not use such KBSI Confidential Information for its own benefit or for the benefit of any third party. All KBSI Confidential Information is and shall remain KBSI property. Upon KBSI's written request or the termination of this PO, Vendor shall return, transfer, or assign to KBSI all KBSI Confidential Information, including all WorkProduct.

  11. OWNERSHIP OF WORK PRODUCT. For purposes of this PO, "Work Product"includes, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, information and materials made, conceived, or developed by Vendor, alone or with others, which result from or relate to the Services performed pursuant to the PO, and all copies thereof. All Work Product shall at all times be and remain the sole and exclusive property of KBSI. Vendor hereby agrees to irrevocably assign and transfer to KBSI and does hereby assign and transfer to KBSI all of its worldwide right, title, and interest in and to the Work Product including all associated intellectual property rights. 

  12. ANTI-CORRUPTION. Vendor shall comply with and shall ensure that all Vendor’s Affiliates comply with all applicable laws and regulations enacted to combat bribery and corruption. Vendorshallnot,andshallensurethatVendor’sAffiliatesdonot,eitherdirectly,orindirectly, offer or give any person or entity any gift, gratuity, payment or other inducement with a view toward securing business from KBSI or influencing the terms, conditions or performance of this PO.

  13. TERMINATION. KBSI may terminate this PO upon written notice to Vendor. KBSI may also terminate this PO if Vendor fails to perform or otherwise breaches this PO, files a petition in bankruptcy, becomes insolvent, or dissolves. In the event of such termination, KBSI shall be liable to Vendor only for those Services satisfactorily performed and those conforming Goods delivered to KBSI through the date of termination, less appropriate offsets.

  14. LIMITATION OF LIABILITY. IN NO EVENT SHALL KBSI BE LIABLE TO VENDOR OR VENDOR’S AFFILIATES, OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS PO, WHETHER OR NOT KBSI WAS ADVISED OF THE POSSIBILITY OF SUCHDAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, KBSI’S TOTAL AGGREGATE LIABILITY SHALL BE LIMITED ONE-HALF OF TO THE AMOUNT SET FORTH ON THIS PO.

  15. MISCELLANEOUS. This PO shall not be assignable by Vendor without the express written consent of KBSI. This PO constitutes the full and complete understanding of the parties with regard to the Goods and Services purchased pursuant to this PO unless otherwise agreed in writing by the parties, supersedes any prior oral or written understandings or agreements, and may not be modified except by a single writing signed by both parties. All notices shall be in writing and shall be deemed to be delivered when deposited in the United States Postal Service, postage prepaid, when sent by commercial carrier, or when sent by facsimile (provided a confirmation copy is promptly sent). All notices shall be directed to the respective address set forth on this PO, or to such other address as the parties may designate from time to time. A wavier by either party of any breach of this PO by the other party shall not be considered a waiver by such party of any subsequent or other breach by the other party. This PO shall be governed by the laws of the State of Connecticut and jurisdiction shall be exclusively in the courts of the State of Connecticut. The prevailing party in any dispute concerning this PO shall be entitled to an award of costs and reasonable attorneys' fees incurred in enforcing same. Each party hereto hereby waives its right to trial by jury as to any dispute hereunder. The terms of any provision required to give effect thereto shall survive the expiration or termination of this PO. The execution and delivery of this PO has been duly authorized and constitutes the legal, valid and binding obligation on each of the parties. This PO may be executed and transmitted by facsimile or electronic mail in pdf or other electronic format. To the extent that this PO is not executed, provision of the Goods and Services is deemed to be Vendor acknowledgement and acceptance of the terms of this PO. To the extent that this PO is signed, a signature transmitted by facsimile or electronic mail shall be deemed an original signature for the purpose of this PO.

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