FASHION & HOME SUPPLIER TERMS AND CONDITIONS
Last Revised: December 10, 2019
These Terms & Conditions may be updated at any time. We encourage you to check back for updates. Your continued acceptance of the benefit of any Insertion Order indicates your agreement to be bound by these Terms & Conditions.
1. Definitions. The following terms, as used herein, shall mean:
- 1.1 “Acceptance” or “Accepted” shall have the meaning ascribed to it in Section 4, below.
- 1.2 “Agreement” shall have the meaning ascribed to it in Section 2, below.
- 1.3 “Confidential Information” shall mean any confidential, proprietary, or non-public information of any kind, nature, or description, concerning any matters affecting or relating to the business of a Party or its affiliates, including, without limiting the generality of the foregoing, the following: names of any customers or potential customers; any past, present or future supply resources; the names of its personnel or the financial affairs; processes, techniques or computer information of any kind; or any other information of, about or concerning the business of a Party, its manner of operation, plans, or other data of any kind, nature or description, whether in oral, written, graphic or electronic form, that is marked or identified as “confidential” or “proprietary” at the time of disclosure or that the other Party knows or reasonably should have known, under the circumstances surrounding the disclosure, that such information was confidential, whether or not marked or indicated as confidential or proprietary.
- 1.4 Delivery Location shall mean the location to which Supplier shall ship the Goods, as specified in a Purchase Order.
- 1.5. “Delivery Window” means the period beginning on the earliest ship date (“start ship date”) and ending on the cancel date, in each case as specified in a Purchase Order.
- 1.6. “Dispute” shall have the meaning ascribed to it in Section 15.7, below.
- 1.7. “Force Majeure Event” shall have the meaning ascribed to it in Section 15.9, below.
- 1.8. “Goods” means any goods provided or to be provided by Supplier to Goop for purchase pursuant to this Agreement, and as more particularly described in a Purchase Order.
- 1.9. “Goop” means Goop Inc., a Delaware corporation, with a principal place of business at 212 26th Street, Suite 26, Santa Monica, California 90402.
- 1.10. “Intellectual Property Rights” means all intellectual and industrial property rights of any nature anywhere in the world, including copyright and related rights, trademarks and service marks, trade names and domain names, rights under licenses, rights to goodwill or to sue for unfair competition, patents, rights to inventions, rights in designs, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.
- 1.11. “Party” means either Goop or Supplier.
- 1.12. “Prices” shall have the meaning ascribed to it in Section 5, below.
- 1.13. “Purchase Order” means a purchase order issued by Goop.
- 1.14. “Supplier” means the Party executing this Agreement as the supplier of Goods to Goop.
- 2.1. These Fashion & Home Supplier Terms & Conditions together with any applicable Purchase Orders, shall govern the sale of Goods by Supplier to Goop and constitute this “Agreement”.
- 2.2. In the event of any inconsistency between or conflict in the terms between or among the documents that make up this Agreement, the controlling terms shall apply in the following order: a Purchase Order, an addendum signed by both Parties, and these Supplier Terms and Conditions.
- 2.3. Any other attempt to amend, modify, supplement or otherwise alter these terms, including without limitation by including different or additional terms in any order confirmation or Supplier documentation, is rejected by Goop and shall have no effect on this Agreement. If Supplier provides Goop with a quotation, order confirmation or any other document, such document shall be deemed to be for Supplier’s administrative purposes only and shall not be deemed to amend this Agreement. In addition, Goop shall not be bound by any “disclaimers” or “click to approve” terms or conditions now or hereafter contained in any website used by Goop in connection with a Purchase Order.
- 2.4. Submission of a Purchase Order by Goop to Supplier shall be deemed to be an offer by Goop to purchase Goods, expressly subject to this Agreement. Each Purchase Order constitutes a separate agreement. There may be more than one Purchase Order between the Parties in force at the same time and each such Purchase Order shall be governed by and subject to these Supplier Terms and Conditions.
3. Goods; Delivery; Shipping Terms.
- 3.1. Each Purchase Order shall specify the Goods to be delivered to Goop pursuant to this Agreement.
- 3.2. Supplier shall deliver the Goods to the Delivery Location for arrival within the Delivery Window. The shipping terms shall be set forth in each applicable Purchase Order; provided that if no terms are so stated, shipping shall be Delivered At Place (as defined in Incoterms) the Delivery Location. Except as otherwise set forth in the applicable Purchase Order, without prejudice to any right of inspection or rejection, risk of loss to the Goods and title to Goods shall pass to Goop upon its receipt of the Goods. Title and risk of loss for rejected Goods shall revert back to Supplier upon Goop’s notice of rejection.
- 3.3. Time for delivery of the Goods is of the essence. If Supplier cannot deliver the Goods within the Delivery Window, Supplier shall notify Goop as soon as possible of the issues causing the delay in delivery. Except as otherwise specified in the applicable Purchase Order, Goop may cancel any order if Supplier fails to ship the Goods within the Delivery Window. Supplier shall be responsible for any losses, liabilities, costs, damages, charges or expenses incurred by Goop as a direct result of late or non-delivery by Supplier.
- 3.4. Supplier shall pack the Goods for shipment in accordance with the Goop Shipping Guide (as may be amended from time to time) or other written instructions provided by Goop, but in any event in a manner sufficient to ensure that the Goods are delivered in an undamaged condition, provided however that in any case, Goop may reject damaged Goods as provided for in Section 4, below.
- 3.5. Supplier shall provide written notice to Goop of any material modification to the Goods, or to their descriptions, specifications, drawings, designs, samples, labels (including without limitation changes to claims, statements, and other information on the labels) and other requirements specified by Goop on a Purchase Order, before the Goods are shipped to Goop. Upon receipt of such notice, Goop may, at its sole option and discretion, (i) request additional information (including samples), or (ii) cancel the shipment and/or rescind the Purchase Order without liability. If Goop does not request additional information or cancel the shipment within five (5) business days after receipt of such notice, Supplier shall ship the Goods as provided herein.
- 3.6. Supplier must include the “PO Number” indicated in the Purchase Order on all applicable shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order. When Goods are delivered to a carrier for transportation, Supplier shall give prompt written notice to Goop and provide Goop with all documents necessary to release the Goods to Goop.
4. Inspection; Rejection; Acceptance.
- All Goods are subject to Goop’s right of inspection and rejection. Except as otherwise set forth in a Purchase Order, Goop shall have fifteen (15) business days after Goop’s receipt of the Goods to inspect the Goods. Goop, at its sole option and discretion, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines that the Goods are damaged, defective, packaged or labeled incorrectly, do not conform to the warranties made hereunder, or otherwise do not conform to the descriptions and specifications delivered in connection with the Purchase Order or otherwise communicated to Supplier in writing. If Goop rejects all or any portion of the Goods, Goop may, at its option: (i) rescind the Purchase Order in its entirety; (ii) accept the damaged, defective and/or non-conforming Goods at a reasonably reduced Price agreed to by the Parties in writing; or (iii) reject the non-conforming Goods and require the replacement thereof or a full refund. If Goop requests Supplier replace the Goods, Supplier shall promptly replace any non-conforming Goods at no cost to Goop, and pay for all related expenses, including (without limitation) storage and transportation charges for the return of the non-conforming Goods and the delivery of replacement Goods. All returns of the Goods to Supplier shall be at Supplier’s sole risk, cost and expense. Any Goods not rejected by Goop shall be deemed accepted (“Acceptance” or “Accepted”).
- 5.1. The prices of the Goods are the prices stated in the applicable Purchase Order (the “Prices”). If no Prices are specified in a Purchase Order, the Prices shall be (i) the prices set out in Supplier’s published price list in force as of the date of the Purchase Order, or (ii) the prices last quoted or billed by Supplier at the prevailing market price, whichever is lower.
- 5.2. Unless otherwise provided for in the applicable Purchase Order, Supplier warrants that the Prices shown in the Purchase Order are complete and inclusive of all charges, including, without limitation, charges for shipping, handling, packaging, labeling, customs, duties, taxes, insurance, storage, boxing and crating. Goop shall have no responsibility for any additional charges, nor shall any increase in the Prices be effective, whether due to increased materials, labor or transportation costs or otherwise, without the prior written consent of Goop.
6. Payment Terms; Set-Off.
- 6.1. Goop shall pay all properly invoiced amounts due to Supplier in accordance with the payment terms specified in the applicable Purchase Order, except for any amounts disputed by Goop in good faith. If no payment terms are specified, Goop shall pay all properly invoiced amounts due to Supplier within thrity (30) days after Goop’s Acceptance of the Goods, except for any amounts disputed by Goop in good faith. In the event of a payment dispute, Goop shall deliver a written statement to Supplier listing all disputed items and providing a reasonably detailed description of each disputed item. The Parties shall seek to resolve all such disputes expeditiously and in good faith. If the Parties cannot otherwise resolve such dispute, such dispute shall be resolved in accordance with Section 17(g) hereof. Unless otherwise instructed by Goop, Supplier shall continue performing its obligations under this Agreement notwithstanding any such dispute. Invoices and payments hereunder shall be denominated in US dollars.
- 6.2. Without prejudice to any other right or remedy it may have, Goop reserves the right to set off or recoup, at any time, any amount owing to it by Supplier against any amount payable by Goop to Supplier.
7. Warranties; Covenants; Recall.
- 7.1. With respect to all Goods, Supplier represents and warrants to Goop that the Goods: (i) conform with the description on any Purchase Orders and with all applicable specifications, drawings, designs, samples and other requirements specified by Goop; (ii) are free from any defects in workmanship, materials and design; (iii) are and shall be manufactured, packaged, labeled, handled, shipped and stored by Supplier or its agent consistent with the highest industry standards and in compliance with all applicable laws, rules, regulations and codes; (iv) if samples have been supplied to Goop, are identical to the samples; (v) are fit, safe and effective for their intended uses and purposes and operate as intended; (vi) are free and clear of all liens, security interests, or other encumbrances; and (vii) do not infringe or misappropriate any the Intellectual Property Rights or other rights of any third party. Supplier further represents and warrants that any claims and statements made by Supplier in reference to the Goods (including, without limitation, any claims made on product manufacturing or in any documentation provided to Goop) are complete, truthful, accurate, have appropriate substantiation, and comply with applicable law. All the foregoing warranties shall run to Goop and its affiliates and their respective current and future directors, officers, shareholders, employees, contractors, agents, representatives, customers, and there are no exclusions, limitations, or disclaimers of warranty other than those that may be expressly recited in this Agreement.
- 7.2. The warranties expressed in this Agreement shall be in addition to, and construed as consistent and cumulative with, each other and with all warranties provided, express or implied, by law or equity, and shall not be deemed waived by reason of Goop’s receipt, inspection, Acceptance of, or payment for, the Goods.
- 7.3. Should any Goods become subject to recall, such recall shall have priority over all other business of Supplier. Supplier shall maintain a recall program that shall ensure compliance with applicable laws and ensure that any recalled Goods are thoroughly removed from all distribution channels in a timely and systematic manner. Supplier’s recall procedures shall apply to all Goods offered under this Agreement. Supplier shall promptly refund Goop any amounts paid for recalled Goods within ten (10) business days after the announcement of any recall.
8. Labor Force and Employees.
- 8.1. Supplier represents and warrants that neither Supplier, nor any vendor with which it does business, employs children, prison labor or indentured labor or uses corporal or other forms of mental and physical coercion as a form of discipline. Supplier further represents and warrants that it does not discriminate against any applicant or employee because of race, color, religion, age, gender, sex, sexual orientation, or national origin. In the absence of any national or local law, Goop and Supplier agree to define “child” as less than 15 years of age. If local minimum age law is set below 15 years of age, but is in accordance with exceptions under International Labor Organization (ILO) Convention 138, the lower age shall apply. Goop has the right to audit Supplier’s premises to ensure compliance with this Section.
- 9.1. Commencing upon acceptance of a Purchase Order by Supplier and continuing for a period of three (3) years from the date of the last Purchase Order accepted by Supplier, Supplier shall maintain in full force and effect, at its sole cost and expense, the following insurance coverage: (i) Workers’ Compensation Insurance as prescribed by applicable law; (ii) Commercial General Liability Insurance to include contractual liability, products/completed operations liability, personal and advertising liability, bodily injury and property damage with minimum limits of $1,000,000 per occurrence and $3,000,000 general aggregate. A combination of primary and excess/umbrella liability policies shall be acceptable as a means to meet the limits specifically required in this Section 10(a).
- 9.2. All insurance required pursuant to this Section 10 hereof: (i) shall specify that it may not be reduced or cancelled unless not less than 30 days’ prior notice thereof is furnished to Goop and Supplier shall promptly inform Goop if it becomes aware of any circumstance under which the insurance referred to in this Section 10 hereof may cease to be valid; (ii) shall be written by companies with an A.M. Best’s rating of A-VII or higher; and (iii) with the exception of Workers’ Compensation Insurance, shall include Goop as an additional insured. Certificates of insurance shall be furnished to Goop at its request, provided that Goop’s failure to request, review or object to the terms of such certificates or insurance shall not be deemed a waiver of Supplier’s obligations or the rights of Goop. The minimum limits of the insurance required under this Section 10 shall in no way be deemed to limit or diminish Supplier’s liability under other provisions of this Agreement. Supplier undertakes to promptly provide Goop with a copy of its current insurance policies upon request. Supplier agrees to waive any and all rights of subrogation it may have against Goop by virtue of any claims that may arise as a result of this Agreement and agrees to obtain from its insurance carrier(s) such waiver(s) of subrogation in favor of Goop.
- 10.1. Each Party expressly covenants and agrees that it shall not, nor any of its employees, contractors, agents or representatives, during or after the term of this Agreement, directly or indirectly, reveal, divulge, disclose, or communicate to any person, firm or corporation or other entity in any manner whatsoever, any Confidential Information of the other Party other than: (i) for the purposes of the proper performance of its obligations or exercise of its rights under this Agreement; or (ii) with the prior written consent of the other Party.
- 10.2. Each Party shall use at least the same level of care to prevent unauthorized access or use of the other Party’s Confidential Information as it uses for its own confidential and proprietary information of like kind, but in no event less than a reasonable standard of care. Each Party may, on a need-to-know basis, disclose Confidential Information to its employees and agents who are subject to confidentiality obligations at least as restrictive as the terms set forth herein. Each Party further agrees that under no circumstances shall its employees, agents, contractors or other representatives have the right to delete, copy, tamper with and/or download any information that in any way pertains to the other Party’s Confidential Information without authorization. Each Party shall be responsible for any breach of this Agreement by any of its employees or agents.
- 10.3. The obligations of confidentiality in this Section 11 hereof shall not extend to any matter which either Party can show: (i) is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; (ii) was in its written records prior to receipt; (iii) was independently developed by it; and/or (iv) was independently disclosed to it by a third party entitled to disclose the same.
- 10.4. If either Party is required to disclose the Confidential Information of the other Party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the Party so required may disclose the Confidential Information to the extent required but shall, prior to any disclosure where practicable, give the other Party as much notice thereof as practicable and consult with the other Party and, at the other Party’s request and cost, fully co-operate with and assist the other Party in opposing any such disclosure.
- 10.5. Neither Party shall make any announcement of any kind with respect to the subject matter of this Agreement except with the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) or as is required by applicable law.
- 10.6. The obligations of this Section 11 hereof shall expressly survive the termination of this Agreement for any reason whatsoever. In addition, upon termination of this Agreement for any reason, or at any other time upon the request of the other Party, each Party shall immediately return to the other Party all of the other Party’s Confidential Information and any other property, tangible or intangible, real, personal or mixed, used by the Party or in its possession or under its control which contain any Confidential Information.
11. Intellectual Property Rights.
- 11.1. Throughout the period during which Goop is marketing, promoting and selling the Goods, Supplier hereby grants to Goop a worldwide, royalty-free, non-exclusive license to use Supplier’s name, trade names, trademarks, service marks, logos, icons, and brands in connection with the marketing, promotion and sale of the Goods by Goop, provided that in connection with the use of such Intellectual Property Rights, in no case shall Goop disparage Supplier’s name, trade name, trademarks, service marks, logos, icons, brands, products or services.
- 11.2. Supplier acknowledges and agrees that it shall not use Goop’s trade name, trademarks, service marks, icons and/or brands, or any other Intellectual Property Rights of Goop, for any purpose whatsoever without the prior written consent of Goop, and in no case shall Supplier disparage or denigrate Goop’s trade name, trademarks, service marks, icons, brands, products or services, or do or omit to do anything that may adversely affect the reputation of Goop, including in any form of communication, marketing or promotion.
- 11.3. Supplier acknowledges and agrees that it shall not use Gwyneth Paltrow’s name, trade name, trademarks, service marks, image and/or likeness, or any other rights of Gwyneth Paltrow, for any purpose whatsoever without the prior written consent of Goop, and in no case shall Supplier disparage or denigrate the name, trade name, trademarks, service marks, icons, brands, Intellectual Property Rights, products or services of Gwyneth Paltrow, or do or omit to do anything that may adversely affect the reputation of Gwyneth Paltrow, including in any form of communication, marketing or promotion.
12. Term, Termination.
- 12.1. This Agreement shall commence on the earlier to occur of the date on which this Agreement is executed or the date that a Purchase Order is first created and accepted hereunder, and, unless terminated earlier in accordance with the termination provisions set forth herein, shall continue in full force and effect until either mutually agreed upon by the Parties or the date that is three (3) years from the date of the last Purchase Order accepted by Supplier.
- 12.2. Unless terminated earlier in accordance with the terms of this Agreement, each Purchase Order shall continue in full force and effect until the latest of: (i) conclusion of the provision/sale of the Goods in accordance with such Purchase Order; or (ii) conclusion of payment of all sums due under such Purchase Order.
- 12.3. Either Party may terminate this Agreement immediately by notice to the other Party if: (i) the other Party is in material breach of any of its obligations under this Agreement or any other agreement between the Parties which is incapable of remedy; (ii) the other Party fails to remedy, where capable of remedy, any material breach of any of its obligations under this Agreement or any other agreement between the Parties after having been required in writing to remedy such breach within a period of not less than ten (10) business days; or (iii) the other Party ceases its normal business operations or upon the commencement of voluntary or involuntary proceedings under any bankruptcy, reorganization or other similar laws of any jurisdiction.
- 12.4. In addition to all other rights of termination set forth in this Agreement, Goop may terminate this Agreement for any reason or no reason upon thirty (30) days prior written notice. Upon termination of this Agreement or any Purchase Order, Goop shall pay Supplier only for Goods it has Accepted prior to the date of termination.
- 12.5. Termination of this Agreement or any Purchase Order shall be without prejudice to any accrued rights or remedies of either Party and shall not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination (e.g., confidentiality, intellectual property, insurance, and indemnification obligations).
13. Limitation of Liability.
- WITH THE EXCEPTION OF LIABILITY PURSUANT TO SECTIONS 7, 9, 10, 11 OR 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) RESULTING FROM SUCH PARTY’S PERFORMANCE OR ANY FAILURE TO PERFORM HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Indemnification by Supplier.
- Supplier shall indemnify, defend and hold Goop harmless for, from, and against any and all direct, indirect or consequential losses, liabilities, demands, claims, proceedings, damages, costs, charges, refunds, expenses, duties and taxes, including reasonable attorneys’ fees and settlement costs, suffered by, incurred by, paid by or awarded against Goop arising out of or relating to: (i) any defective Goods, workmanship, quality or materials; (ii) personal injury, death or damage caused by the Goods or the contents, manufacture, production, making, formula, preparation, marketing, packaging, or labeling of the Goods; (iii) any breach of Supplier’s representations or warranties made in this Agreement; (iv) any infringement or alleged infringement of any Intellectual Property Rights in any way relating to the Goods or the use, manufacture or supply of the Goods (other than Intellectual Property Rights contributed to the Goods by Goop); (v) Supplier’s breach, negligent performance, failure, or unexcused delay in performance of this Agreement; (vi) any return or rejection of any Goods, including by a customer following purchase of such Goods from Goop; (vii) any failure by Supplier to obtain any legally required approval, consent or license and the consequences of that failure; and/or (viii) Supplier’s failure to comply with any applicable laws, rules or regulations.
- 15.1. For a period of two (2) years following the termination of this Agreement, Supplier shall maintain appropriate books and records related to all Goods purchased and transactions conducted under this Agreement, including but not limited to, all expenses, invoices, receipts, fees paid or received, records of required licenses and permits, insurance, shipping and studies. Upon reasonable notice, Goop shall have the right to review and audit such records from time to time to ensure compliance with all applicable laws and this Agreement.
- 15.2. No failure, delay or omission by either Party in exercising any power, right or remedy under this Agreement or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event. Every right and remedy reserved by Goop shall be cumulative and in addition to any other or further remedies provided in law or equity or in this Agreement.
- 15.3. If any Section or other provision in this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Section or provision or part of any Section or provision, all of which shall remain in full force and effect.
- 15.4. Nothing in this Agreement shall create or be deemed to create a partnership an agency or a relationship of employer and employee between the Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any person other than the Parties hereto any rights or remedies under or by reason of this Agreement.
- 15.5. Neither Party shall assign, sublicense, subcontract or transfer in any manner this Agreement, or any of its rights, liabilities or obligations hereunder without the prior written consent of the other Party, provided, however that Goop may assign this Agreement and its rights and obligations hereunder without Supplier’s consent, to a purchaser of all or substantially all of Goop’s assets (whether by asset sale, merger or other structure). This Agreement shall be binding upon and inure to the benefit of parties and their respective successors and permitted assigns.
15.6. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.
- 15.7. In the event any claim, controversy or dispute of any kind whatsoever (a “Dispute”) shall arise between the Parties in connection with, relating to or arising out of this Agreement, the Parties, at either Party’s request, shall attempt to settle such Dispute in the first instance through good faith negotiations. Such request shall be made by written notice referencing this provision. If such Dispute has not been resolved through good faith negotiations within thirty (30) days following such notice, the Parties shall endeavor to settle the Dispute by confidential, non-binding mediation under the Mediation Rules of the American Arbitration Association prior to any recourse to arbitration. The costs of the mediation shall be borne equally by the Parties. If such Dispute has not been resolved within thirty (30) days after a scheduled mediation date, such Dispute shall be settled in a confidential proceeding in Los Angeles County, California by an arbitration tribunal consisting of one (1) arbitrator selected under the rules of the American Arbitration Association. The arbitrator shall award reasonable costs and attorney fees to the prevailing Party. The award rendered in any arbitration commenced hereunder shall be final and binding and judgment thereon may be entered in any court having jurisdiction for its enforcement. Neither Party shall appeal to any court from the decision of the arbitrator or have any right to commence or maintain any suit or legal proceeding concerning a Dispute until such Dispute has been determined in accordance with the arbitration procedure provided for herein, and then only for enforcement of the award rendered in the arbitration. The service of any notice, process, motion or other document in connection with any arbitration under this Agreement or the enforcement of any arbitration award hereunder may be effectuated by overnight mail or by international courier (in each case where such delivery requires signing on receipt), to the Parties at their respective addresses specified herein or in a Purchase Order. The remedy provided by this binding arbitration provision is exclusive. This provision shall not preclude either Party from seeking temporary or permanent injunctive relief, and notwithstanding anything to the contrary contained herein, claims for injunctive relief may be adjudicated, only by the state and/or federal courts residing in Los Angeles County, California; with respect to this or any other litigation, the parties expressly waive any right they may have to a jury trial.
- 15.8. Any notice required or authorized to be given under this Agreement must be in writing and may be served by personal delivery, by overnight courier to the applicable Party at its address stated herein, or at such other address as is notified by the applicable Party to the other for this purpose from time to time, provided that a Party sending notice by electronic delivery shall bear the burden of authentication and of proving transmittal, receipt and time of receipt. Any notice so given by overnight courier shall be deemed to have been served upon delivery. A copy must also be sent via e-mail to [email protected]
- 15.9. Neither Party shall be liable for any delay or failure in performing its obligations under a Purchase Order to the extent that such delay or failure is caused, without such Party’s fault or negligence, by a Force Majeure Event. For purposes of this Agreement, a “Force Majeure Event” refers to the occurrence of unforeseeable and/or unavoidable circumstances beyond a Party’s control that, by their nature, make such Party’s performance commercially impractical, including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, earthquakes, explosion, terrorist acts, strike, embargoes or industrial disturbances. A Party’s economic hardship or changes in market conditions are not considered Force Majeure Events excusing such Party’s performance. Supplier shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under a Purchase Order. If a Force Majeure Event prevents Supplier from carrying out its obligations under a Purchase Order for a continuous period of 15 days or more, Goop may terminate such Purchase Order immediately without liability by giving written notice to Supplier.
- 15.10. The Purchase Order is a non-exclusive agreement. Goop is free to engage others to provide goods that are the same as or similar to the Goods to be provided under the Purchase Order. Goop shall not have any obligation to purchase any minimum quantity of Goods hereunder unless specifically set forth in a Purchase Order. This Agreement may be executed in one or more counterparts or by electronic signature, all of which shall be considered one and the same instrument and an original.