terms & conditions of purchase

1. ACCEPTANCE. 

a. This purchase order constitutes the entire agreement between Buyer and Seller regarding the subject matter hereof and supersedes all provisions in any prior offer, quotation or proposal by Seller.  It may be amended only by written change orders signed by Buyer.  By acknowledging receipt of this order or by shipping the goods or performing the services called for by this order, Seller agrees and accepts the terms and conditions contained herein.  Buyer shall not be bound to this purchase order, any order confirmation or other form of Seller unless signed by Buyer.

2. PRICING. 

a. If prices are omitted on the face of this order, Seller’s prices are subject to Buyer’s written approval attached to the face of this order.

3. SHIPPING. 

a. Seller shall pay all packing and cartage costs unless otherwise shown on the face of this order.  The goods shall be packed and shipped by Seller in accordance with good commercial practice to ensure against damage from weather or transportation and Buyer’s instructions if added to the Purchase Order.

4. PAYMENT OF DISCOUNTED INVOICES. 

a. Payment of Seller’s invoices shall be subject to subsequent adjustment for shortages and for allowance for articles rejected and expense of rework incurred by Buyer.  Under no circumstances will Buyer pay interest charges resulting from late payment of Seller’s invoices.

5. CHANGES. 

a. Buyer may at any time make changes to this order Buyer deems necessary.  If any such change causes an increase or decrease in Seller’s cost,  Seller shall within 15 days submit a detailed cost breakdown showing the reasons for such increase/decrease.  If any such change affects delivery, Seller shall also within 15 days notify Buyer in writing of the new delivery schedule and the reasons for such change.  Any change will only be authorized by written amendment to the basic purchase order signed by Buyer and attached to the original order.  Nothing herein shall excuse Seller from processing with the order as changed.

6. TIME IS OF THE ESSENCE. 

a. Time is of the essence.  If deliveries are not made at the time specified Buyer reserves the right to cancel, or require that delivery be made by express air freight at Seller’s cost, or purchase the goods and/or services elsewhere and hold Seller accountable therefore.

7. TERMINATION. 

a. Buyer may terminate this purchase order at any time and for any reason by written notice to Seller.  In the event of termination for cause, Buyer shall have no liability whatsoever to Seller.  In the event termination is not for cause, then Seller shall be entitled to receive only reasonable costs and expense incurred in performance of this purchase order to the date of termination, provided Seller submits notice of the costs and expense incurred to Buyer within 60 days after the date of termination.  Any termination by Buyer shall be without prejudice to any claims for damages or other rights of Buyer against Seller.  Buyer shall have the right to audit all elements of any termination claim and Seller shall make available to Buyer on request all books, records and documents relating thereto.

8. UNAUTHORIZED REWORK. 

a. Under no circumstances is the Seller permitted to use substitute material, to replace defective articles or to repair or rework them, by welding or otherwise without Buyer’s written permission.

9. WARRANTY-PRODUCT. 

a. Seller warrants all goods delivered hereunder shall be of new and first quality material, of good workmanship and free from defects, and that such goods shall conform to specifications, samples or other descriptions referenced herein and shall be fit for the purpose for which purchased.  Seller further warrants that services furnished hereunder shall conform to specifications and shall be performed in a skilled and workmanlike manner.  Goods or services found to be defective in material or workmanship or nonconforming with specifications shall, at Buyer’s option, be replaced, corrected, or repaired in place by Seller, or be replaced at Buyer’s premises by Seller, or be returned to Seller at Seller’s expense (including transportation and handling costs) for full refund.  This warranty shall survive any inspection, delivery, or acceptance of the goods or services, or payment by Buyer.  This warranty shall run to Buyer, its successors, assigns and customers and the users of its products.   Nothing herein, not Buyer’s exercise of any right hereunder, not replacement, repair or correction of defective goods or services by Seller, shall limit Buyer’s right to be reimbursed for any and all damages resulting from any breach of this warranty, including without limitation consequential and indirect costs of any nature. 

10. WARRANTY-PRICE. 

a. Seller warrants that the price charged Buyer for the goods and services furnished pursuant to this order are no higher than prices charged to others for similar orders of comparable goods and/or services subsequent to the last general announced price change.  In the event Seller breaches this warranty the prices of the goods and/or services shall be reduced accordingly, retroactively to the date of such breach.  If at any time during the term of this agreement Buyer is able to secure any goods and/or services specified herein at a lower price than  herein stated, and if, after notice in writing, Seller is unwilling or unable to meet such lower price, Buyer shall have the right of purchasing such specific amount and applying it against this agreement.  Seller agrees that any price reduction in the goods and/or services subsequent to placement of this order, but prior to shipment, shall be applied to this order.  Unless otherwise specified on the front side hereof, the stated price includes all applicable federal, state and local taxes and any duties or other charges applicable to the goods and/or services.

11. INDEMNITY AND INSURANCE. 

a. Seller shall defend, indemnify and hold Buyer, its employees, agents, customers, successors and assigns, harmless from any and all liabilities (including attorney’s fees), claims, or suits arising out of:  (a) Seller’s defective performance of this purchase order; and (b) any claim that the subject goods or services infringe any patent, trademark, or similar rights.    Seller shall maintain such public liability insurance (including products liability, completed operations, contractors’ liability and protective liability), and workmen’s compensation and employers’ liability insurance as will adequately protect Buyer against such damages, liabilities claims, losses and expense (including attorneys fees).  Seller agrees to submit certificates of insurance evidencing its insurance coverage when requested by Buyer.

12. REMEDIES; WAIVER; MISCELLANEOUS. 

a. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law.  Risk of loss of the goods shall pass to Buyer at the time they are actually delivered to its premises.  No claim or right arising out of a breach of this agreement can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.  Waiver by Buyer of a breach by Seller of any provision of this agreement shall not be deemed a waiver of any other provision or of future compliance with all provisions of this agreement, and all such provisions shall remain in full force and effect.  All warranties shall be construed as conditions as well as warranties.  No modification of any provision of this order shall be valid or binding upon Buyer unless approved by Buyer in writing by an authorized agent.  This order is a final, complete and exclusive statement of the terms of the agreement between Buyer and Seller.  In addition to any other damage or remedies provided by law, Seller shall be liable to Buyer for actual attorneys’ fees  incurred by Buyer in the enforcement and adjudication of its right under this agreement.

13. LAWS AND GOVERNMENT REGULATIONS. 

a. This transaction and any contract resulting from this order, shall be governed by, and construed and enforced in accordance with the internal laws of California.

b. Seller warrants and represents that it will fully comply with all laws, orders, rules and regulations of all governmental authorities which regulate or affect the goods or services covered hereby

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