The following Terms and Conditions shall be considered a part of, the T&M Imports, LLC Purchase Order (the “PO”) to which they are attached. The PO, inclusive of these Terms and Conditions, shall collectively be referred to herein as the “Agreement.” In the event of any conflict between the PO and these Terms and Conditions, these Term and Conditions shall control.
- Acceptance, Rejection, and Cancellation of Purchase Orders. Supplier shall confirm to T&M in writing
the receipt of each PO issued hereunder (each, a “Confirmation”) within two (2) business days following
Supplier’s receipt thereof. Each Confirmation must reference T&M’s PO number, confirm acceptance of the PO
or advise T&M of Supplier’s rejection of such PO, the date of acceptance or rejection and the basis for
rejection, if applicable. If Supplier fails to issue a Confirmation within the time set forth in the first
sentence of this Section 1 or otherwise commences performance under such PO, Supplier will be deemed to
have accepted the PO. T&M may withdraw any PO prior to Supplier’s acceptance thereof. Supplier may not
cancel any previously accepted PO - Manufacture; Quality Control.
- (a) Supplier will manufacture the products (the “Goods”) covered by the PO in accordance
with the specifications provided by T&M (the “Specifications”). Supplier will purchase such
materials from T&M or such suppliers. All Goods manufactured for T&M shall be identical in all
relevant and material respects to the approved prototypes or samples for such Goods. Supplier shall
itself maintain, and shall use good faith efforts to help ensure that all Approved Subcontractors (as
defined below) and any and all raw material suppliers maintain, a quality control program consistent
with applicable United States current good manufacturing practices (“cGMPs”) and their foreign
equivalents for Goods intended for sale in foreign markets. Supplier shall be responsible for ensuring,
and further represents, warrants and covenants, that all Goods are and shall be manufactured, stored,
packaged, handled and shipped in full compliance with any applicable statute, law, ordinance,
regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or
rule of law of any governmental authority, including, without limitation, the laws of the United States,
including applicable export/import laws, labor laws and the United States Federal Food, Drug and
Cosmetic Act, 21 U.S.C. Section 301 et seq., as amended, the rules and regulations promulgated by the
United States Food and Drug Administration (the “FDA”), all in effect during the term of the
relationship between T&M and Supplier (collectively, “Applicable Law”) and shall be of good
merchantable and usable quality, free of all defects and suitable for the purposes for which the Goods
are marketed, sold and used. Supplier shall regularly visit and inspect the facilities of the Approved
Subcontractors to assure compliance with this Agreement. - (b) In addition, Supplier shall meet or exceed T&M’s quality standards for the Goods which
are provided by T&M to Supplier in writing. At T&M’s request, Supplier shall furnish to T&M
test samples of Goods as reasonably required by T&M to determine if their manufacture is in
accordance with the Specifications and T&M’s quality standards. Supplier shall perform quality
inspections of Goods before delivery and shall certify inspection results in the manner requested by
T&M. Supplier shall: (i) work together and meet with T&M to achieve global process improvements
in the areas of technology, quality, responsiveness, delivery, and cost; (ii) provide reasonable support
as requested by T&M to address and correct quality concerns; and (iii) identify ways to improve the
quality, service, performance standards and technology for the Goods, including through participation in
T&M’s quality improvement initiatives. facilities of the Approved Subcontractors to assure
compliance with this Agreement. - (c) Before shipment, Supplier shall perform all inspections and testing necessary to verify that each
lot of Goods conforms to the Specifications and Applicable Law, including without limitation applicable
food safety, identity, purity, composition, microbiological, chemical, contaminant, and packaging
requirements. Supplier shall maintain complete and accurate manufacturing, testing, and quality-control
records for the Goods, including without limitation certificates of analysis, laboratory reports, and
batch or lot records. Supplier shall retain representative samples of each lot for the longer of the
Goods’ shelf life plus one (1) year or the period required by Applicable Law. facilities of the Approved
Subcontractors to assure compliance with this Agreement. - (d) T&M may, itself or through a third party, inspect, sample, and test any Goods and, upon
reasonable notice, audit Supplier’s facilities and records relating to the Goods. Supplier shall
provide all records requested by T&M and otherwise cooperate with T&M to verify compliance with
this Agreement and T&M’s legal obligations, including without limitation foreign supplier
verification obligations. facilities of the Approved Subcontractors to assure compliance with this
Agreement. - (e) Supplier shall immediately notify T&M of any actual or suspected contamination,
adulteration, misbranding, out-of-specification result, regulatory inspection or action, complaint, or
other circumstance that may affect the safety, legality, quality, or marketability of the Goods.
Supplier shall maintain lot-level traceability for the Goods and shall promptly cooperate in any
investigation, withdrawal, or recall of the Goods, including without limitation by providing records,
conducting root-cause analysis, and implementing corrective and preventive actions. facilities of the
Approved Subcontractors to assure compliance with this Agreement.
- (a) Supplier will manufacture the products (the “Goods”) covered by the PO in accordance
- Subcontractors. The Goods will be manufactured by Supplier and only those subcontractors which have been
pre-approved by T&M in writing (the “Approved Subcontractors”). Supplier may not use any
subcontractor without first obtaining the written consent of T&M which consent may be conditioned, withheld
or delayed in T&M’s sole and absolute discretion. Supplier shall promptly terminate the services of any
Approved Subcontractor in connection with the Goods upon T&M’s written notice that such subcontractor is not
performing as required under this Agreement (i.e., the Approved Subcontractor is not providing quality products
or services, etc.). In no event shall Supplier be relieved of its obligations under this Agreement as a result
of its use of any Approved Subcontractors. Supplier shall remain solely responsible for all obligations and
activities performed by such Approved Subcontractors to the same extent as if such obligations or activities
were directly performed by Supplier, including, without limitation, any supply of Goods or other materials to
T&M, any customer of T&M, or by any third party on behalf of Supplier. In addition, Supplier must cause
any such subcontractor to enter into binding written agreements containing (i) confidentiality terms that are at
least as restrictive as those contained herein, and (ii) provisions for the assignment of inventions and
intellectual property rights arising from the subcontracted work necessary and appropriate to effect the
provisions herein. Any act or omission of Supplier’s subcontractors that, if undertaken by Supplier would be
deemed a breach of this Agreement, shall be deemed a breach of this Agreement by Supplier. Without limiting any
other rights or remedies of T&M available hereunder or under Applicable Law, Supplier shall indemnify,
defend, and hold harmless the T&M Parties (as defined below) for the acts and omissions of all
subcontractors engaged or used by Supplier hereunder. - Shipment and Delivery Requirements. Time, quantity, and delivery to the Delivery Location specified in
the PO are of the essence under this Agreement. Supplier shall procure materials to make, fabricate, assemble,
pack, mark, and ship finished Goods strictly in the quantities, by the methods, to the Delivery Location and by
the applicable Committed Ship Date specified in the PO. Delivery times will be measured to the time that Goods
are actually delivered pursuant to the IncoTerm specified in the PO. If Supplier does not comply with any of
its delivery obligations hereunder, including, without limitation, under this Section 5, T&M may, in
T&M’s sole discretion and at Supplier’s sole cost and expense, (i) approve a revised Committed Ship Date;
(ii) require expedited or premium shipment; (iii) return shipments received after the Committed Ship Date and/or
shipments of less than, or in excess of, quantities specified in a PO; or (iv) cancel the applicable PO. Unless
otherwise expressly agreed to by T&M in writing, Supplier may not make partial shipments of Goods. - Shipping; Transfer of Title and Risk of Loss. Shipping will be per the IncoTerm specified in the PO.
Supplier will deliver the Goods with accurate shipping documents including: (i) a commercial invoice, packing
list, and export and transportation documents and declarations (if applicable); and (ii) an itemized packing
list bearing the PO number, the description, item number and quantity of each Good ordered, the number of
shipping containers in the delivery, and the waybill or bill of lading number (if applicable). Supplier will
package the Goods in accordance with the specifications provided by T&M and with good commercial practice,
and in a manner acceptable to common carriers for shipment and adequate to ensure undamaged arrival of the
Goods. Supplier will mark all containers with necessary lifting, handling and shipping information (including
any temperature or humidity control requirements), country of origin, PO numbers, date of shipment, the names of
the consignee and consignor, and any other markings that may be required by law. Title to Goods shipped under
any PO passes to T&M upon T&M’s acceptance of the Goods. Title will transfer to T&M even if T&M
has not been paid for such Goods, provided that T&M will not be relieved of its obligation to pay for Goods
in accordance with the terms hereof. Notwithstanding any agreement between T&M and Supplier concerning
transfer of title or responsibility for shipping costs, risk of loss to Goods shipped under any PO passes to
T&M upon receipt and “acceptance” of the Goods by T&M Supplier will bear all risk of loss or damage
with respect to Goods until T&M’s receipt and acceptance of such Goods in accordance with the terms hereof.
For purposes hereof, Goods will be deemed to be “accepted” upon written acceptance from T&M, or
fifteen (15) days after receipt of the Goods by T&M - Shortages. Supplier hereby covenants and agrees that it shall, at all times during the term of the PO,
use commercially reasonable efforts to diligently complete and ship the Goods under the PO consistent with this
Agreement. If Supplier becomes aware or anticipates that it will be unable to meet any PO, in whole or in part,
Supplier shall promptly inform T&M in writing. Supplier shall promptly inform T&M of any notice,
written or oral, received from any supplier of Supplier regarding a possible shortage or inability to supply.
If it becomes apparent that there is an ongoing failure to substantially satisfy the PO, then Supplier and
T&M will work together, in good faith, to develop a solution. Supplier shall not perform its obligations
for any third party in any manner that is more beneficial to such third party than that provided to T&M,
including, without limitation, by supplying resources used to manufacture and/or ship Goods during any
anticipated or unanticipated shortages. - Delivery Delays. If Supplier is unable to meet the Committed Ship Date, then Supplier shall reimburse
T&M for any third party costs reasonably incurred and paid by T&M as a result of Supplier’s failure to
timely pickup or deliver the Goods (including, without limitation, “rush” shipment costs, late fees, late
charges, replacement manufacturing, cancellation of product promotions, etc.), unless such late delivery of the
Goods has been caused by T&M’s instructions, changes, or modifications to the Goods, or T&M’s failure to
review and approve batch samples and/or Prototypes on a timely basis (“T&M Caused Delay”). The
Committed Ship Date shall be adjusted for any delays which result from the untimely delivery to Supplier of raw
materials, components or supplies from T&M-required suppliers. - Price; Payment. T&M shall purchase the Goods from Supplier at the prices set forth in the applicable
PO (“Prices”). All Prices include, and Supplier is solely responsible for, all costs and expenses
relating to packing, crating, boxing, transporting, shipping, loading and unloading, customs, taxes, tariffs and
duties, insurance and any other similar financial contributions or obligations relating to the production,
manufacture, shipment, and delivery of the Goods. Except for any amounts disputed by T&M in good faith,
T&M shall pay amounts owed for Goods in accordance with the PO. Any payment by T&M for Goods will not
be deemed acceptance of the Goods or waive T&M’s right to inspect such Goods upon receipt of shipment. All
payments hereunder shall be made in U.S. Dollars. - Representations and Warranties of Supplier. Supplier represents, warrants and covenants to T&M as
follows: (i) as of the effective date of the PO, Supplier is not aware of any violations of Applicable Law by
Supplier or which in any way relate to manufacturing generally; (ii) all Goods, including the raw materials used
in connection therewith, sold by it hereunder shall be free of defects, latent or otherwise, in design,
materials, and workmanship and shall be fit for the purposes for which it is intended; (iii) all Goods will be
manufactured, stored, packaged, handled, and shipped in accordance with the Specifications; (iv) the manufacture
by Supplier and sale to T&M of Goods does not violate, infringe upon or misappropriate the published patent
rights and/or any other intellectual property rights of any third party, and Supplier has not granted (and will
not grant) any third party the right to use, make, sell, market, or distribute Goods; (v) Supplier has obtained
and shall maintain all requisite material permits required by government authorities, including the FDA and
other applicable regulatory agencies, to supply and manufacture the Goods in accordance with this Agreement;
(vi) all documents and other papers delivered by or on behalf of Supplier in connection with the transactions
contemplated by this Agreement are accurate and complete in all material respects, are authentic, and no
representation or warranty of Supplier contained in this Agreement, or in any substantiation provided to T&M
with respect to the Goods, contains any untrue statement or omits to state a fact necessary in order to make the
statements herein or therein, in light of the circumstances under which they were made, not misleading; (vii)
all Goods, at the time of delivery, will have a minimum remaining shelf life that equals or exceeds 90% of its
total original shelf life; (viii) Supplier will comply with Applicable Law with respect to the manufacturing,
labeling, packaging, storage and shipment of the Goods in effect from time to time; (ix) Supplier’s
manufacturing facilities are, and will remain, in compliance in all material respects with Applicable Law; (x)
all other content regarding the Goods, including statements and claims which are furnished to T&M by
Supplier are truthful and accurate in all material respects and fully compliant with all Applicable Laws; (xi)
Supplier shall maintain all equipment and facilities utilized in the development, manufacture and supply of the
Goods hereunder in good operating condition and shall maintain such facilities and such equipment in accordance
with, or in a manner that shall meet or exceed the requirements of, all Applicable Law; (xii) production
facilities involved in the manufacture of Goods will have been evaluated by an independent auditor whose report
has been provided to T&M upon T&M’s request; (xiii) Supplier has the physical ability and financial
resources available to supply the Goods to T&M in the manner and amounts required by the terms and
provisions of this Agreement; (xiv) the Goods supplied pursuant to this Agreement shall fully conform with the
quality and other requirements of the Specifications, including the purity, and physical and chemical
properties, shelf life, stability, formulation and label contents, shall be suitable for the use intended by
T&M for the Goods, and will not be defective, adulterated or misbranded within the meaning of the Federal
Food Drug and Cosmetic Act, as amended, or other Applicable Law; (xv) there are no pending or uncorrected
citations, observations, or adverse conditions noted in any inspection of Supplier’s manufacturing facilities or
in any communication between Supplier and a governmental authority; (xvi) Supplier’s performance of its duties
under this Agreement will not violate any agreement between Supplier and any third party; (xvii) Supplier has
not previously been and is not, as of the date hereof, a party to any litigation enforcing or defending its
rights in, to or with respect to any of the Goods, any materials used by Supplier or any of Supplier’s
intellectual property and is not aware of any actions, proceedings or investigations, whether pending or
threatened, that conflict with or question any of the transactions contemplated by, or the validity of, this
Agreement or which, if adversely determined, could reasonably be expected to have an adverse effect upon the
transactions contemplated by this Agreement; (xviii) Supplier has not previously been and is not, as of the date
hereof, a party to any litigation involving claims of injury to person or damage to property arising from the
use of any product manufactured by Supplier, and Supplier is not aware of any such litigation or any other
actions, proceedings, claims or investigations, whether past, pending or threatened, involving injury to person
or damage to property arising from the use of such products; and (xix) the execution and delivery of this
Agreement by Supplier and the performance hereof by Supplier does not conflict with, or constitute a breach of
any order, judgment, agreement, or instrument to which Supplier or any of its Affiliates is a party, and does
not require the consent of any person or the authorization of (by notice or otherwise) any governmental
authority.. - Indemnification. Supplier shall, to the fullest extent permitted under Applicable Law, indemnify, defend
and hold harmless T&M and each of its affiliates, customers, subcontractors and successors and assigns, and
each of their respective representatives (collectively, the “T&M Parties”) against any and all
losses, damages, liabilities, deficiencies, claims, actions, causes of action, judgments, settlements, interest,
awards, penalties, fines, costs, or expenses of whatever kind, including, without limitation, reasonable
attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost
of pursuing any insurance providers, incurred by any T&M Party (collectively, “Losses”), arising out
of or resulting from any third-party claim alleging: (i) a breach or non-fulfillment of any of Supplier’s
representations, warranties, or covenants set forth in this Agreement; (ii) any negligent or culpable act or
omission of Supplier in connection with Supplier’s performance under this Agreement; (iii) any bodily injury,
illness, death of any person or entity or damage to real or tangible personal property caused by the acts or
omissions of Supplier; (iv) any failure by Supplier or the Goods to materially comply with the Specifications or
Applicable Law; (v) any infringement by the Goods of any intellectual property of any third party; (vi) any
product liability claims associated with the Goods; and/or (vii) any other breach of Supplier’s obligations
under this Agreement. Supplier shall promptly reimburse T&M for any and all losses or expenses incurred by
T&M that did not arise from a third-party claim but that were caused in whole or in part by any of clauses
(i) to (vii) of this Section 10. - Insurance.
- Products Liability. Begin on the date of the PO to which these Terms are attached and continuing
for a period of three (3) years after the last of the Goods is delivered to T&M (the “Insurance
Term”), Supplier shall maintain in full force and effect products liability insurance coverage with a
policy limit of Three Million Dollars ($3,000,000.00) per occurrence and Five Million Dollars
($5,000,000) in the aggregate. - General Liability. During the Insurance Term, Supplier shall carry and maintain comprehensive
general public liability insurance, including comprehensive general liability, bodily injury and
property damage, worker’s compensation, employer’s liability and occupational disease insurance with
general coverage in a form satisfactory to T&M with a minimum policy limit of Three Million Dollars
($3,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00) in the aggregate. - Errors and Omissions Liability Insurance (Professional Liability). During the Insurance Term,
Supplier shall maintain errors and omissions insurance (also known as professional liability or
professional indemnity insurance). The coverage amount of such insurance policy shall not be less than
Three Million Dollars ($3,000,000) per occurrence or per claim. - Product Recall Insurance. During the Insurance Term, Supplier shall maintain product recall
insurance of at least One Million Dollars ($1,000,000) per occurrence and Three Million Dollars
($3,000,000) in the aggregate. - Policies to be Primary. The insurance carrier(s) shall have at least an “A” rating by A.M. Best,
or if A.M. Best ratings are not available, then a comparable rating by a comparable insurance rating.
To the extent obtainable without unreasonable costs, the insurance policies shall contain a waiver of
subrogation in connection with any loss or damage covered under such policy. The insurance maintained by
Supplier pursuant to this Agreement shall provide that Supplier’s insurance is primary to and
noncontributory with any and all other insurance maintained by or otherwise afforded to T&M, its
officers, directors, members, managers, employees and agents, but only for injury, damage or loss that
falls within Supplier’s indemnity obligations under this Agreement. - Evidence of Insurance. Supplier shall deliver to T&M satisfactory evidence that T&M has
been named as an additional insured on each of the insurance policies (other than worker’s compensation)
required by the terms hereof. Upon T&M’s request, Supplier shall deliver to T&M certificates of
such insurance, which stipulate that no less than thirty (30) days written notice will be given T&M
prior to termination or reduction of the limits of coverage. The policies shall contain a waiver of
subrogation with respect to Supplier and each policy shall contain all appropriate riders and
endorsements based on the nature of any Goods manufactured or sold hereunder and its intended use.
- Products Liability. Begin on the date of the PO to which these Terms are attached and continuing
- Dispute Resolution: This Agreement shall in all respects be governed by, construed and enforced in accordance
with the laws of the State of California. Except for claims or controversies seeking injunctive relief by either
Party, any controversy or claim arising out of or relating to this Agreement, the breach thereof, shall be resolved
by binding arbitration before JAMS, with venue in Orange County, California in accordance with the JAMS/Endispute
Rules and Procedure, and judgment upon the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. Upon the receipt of a demand to arbitrate a dispute hereunder, each party within ten (10)
days after such date shall submit to the other party a written list of five (5) persons who would be acceptable to
the submitting party as an arbitrator. Within ten (10) days after the initiation of arbitration, the parties shall
select a single neutral arbitrator from the list to preside over the arbitration proceeding. Either party may elect
to conduct the arbitration as an expedited proceeding. Nothing in this arbitration provision shall be construed to
limit the right of any party to seek preliminary injunctive relief in any court of competent jurisdiction, nor shall
the filing of an action to obtain such relief constitute a waiver of the right to arbitrate the underlying dispute.
In addition to the powers conferred by JAMS, the arbitrator shall have authority to order such other discovery as he
or she deems appropriate for a full and fair hearing of the case. A determination on the merits shall be rendered
in accordance with the laws of the State of California to the same extent as if the dispute were pending before a
California state court. The prevailing party in any action or arbitration proceeding arising hereunder shall be
entitled to recover from the non-prevailing party its reasonable costs and expenses, including attorneys’ fees and
costs of arbitration and of any associated court proceedings incurred in connection with such action, arbitration or
proceeding. The provisions of this Section 12 will survive the expiration or earlier termination of the PO. - Assignment. Supplier may not assign any of its rights or obligations under the Agreement without the prior
written consent of T&M, which consent may be withheld or granted in T&M’s sole discretion. Notwithstanding
the foregoing, the PO and these Terms and Conditions shall be binding on each party’s successors and assigns. - Miscellaneous. If any provision of these Terms and Conditions is prohibited or held to be invalid, illegal,
or unenforceable in any jurisdiction, then to the fullest extent permitted by law, such invalidity, illegality, or
unenforceability shall not affect the validity, legality, and enforceability of the other provisions of these Terms
and Conditions and shall not render such provision prohibited, invalid, illegal, or enforceable in any other
jurisdiction. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or
privilege underthis Agreement shall operate as a waiver thereof. No waiver shall be effective unless it is in
writing and is signed by the Party asserted to have granted such waiver. All rights and obligations, which are, by
their nature, continuing, shall survive termination or expiration of this Agreement.
Last Updated: July 31, 2026
