Vendor & Supplier Terms

1. Scope

These Vendor & Supplier Terms ("Vendor Terms") govern the relationship between COCO JOJO LLC ("COCOJOJO," "Company," "we," "us," or "our") and any vendor, supplier, raw-material provider, contract manufacturer, packaging provider, logistics provider, or service provider ("Vendor," "you," or "your") that supplies goods or services to COCOJOJO. By accepting a purchase order from COCOJOJO, you agree to these Vendor Terms, which prevail over any conflicting terms in your acknowledgment, invoice, or other documents unless expressly agreed otherwise in a signed writing.

2. Purchase Orders

COCOJOJO's purchase order is an offer that becomes binding only upon your acceptance or commencement of performance. No order is binding on COCOJOJO unless issued in writing by an authorized representative. COCOJOJO may modify or cancel any order prior to shipment.

3. Quality, Specifications, and Compliance

Vendor warrants that all goods and services: (a) conform to COCOJOJO's specifications, samples, and applicable certificates of analysis; (b) are merchantable, fit for their intended purpose, and free from defects; (c) comply with all applicable laws and regulations, including FDA, MoCRA, USDA-NOP (where organic), FTC, OSHA, and applicable international standards; (d) are produced under appropriate Good Manufacturing Practices (GMP) where applicable; and (e) are accurately documented with required SDS, COA, TDS, and origin documentation.

4. Inspection and Rejection

COCOJOJO may inspect, test, and reject non-conforming goods within a reasonable time after receipt. Rejected goods may be returned at Vendor's risk and expense, and COCOJOJO may require replacement, refund, or credit. Payment does not constitute acceptance.

5. Pricing, Invoicing, and Payment

Prices are as stated on the purchase order and are firm. Vendor shall invoice accurately; COCOJOJO's standard payment terms apply unless otherwise agreed. COCOJOJO may offset amounts owed by Vendor against any amounts COCOJOJO owes Vendor.

6. Confidentiality and Intellectual Property

7. Insurance

Vendor shall maintain, at its own expense, commercially appropriate insurance, including commercial general liability and product liability coverage, and shall name COCOJOJO as an additional insured and provide certificates of insurance upon request.

8. Indemnification

To the fullest extent permitted by law, Vendor shall defend, indemnify, and hold harmless COCOJOJO and its affiliates, officers, directors, employees, and customers from any claims, liabilities, damages, recalls, penalties, costs, and expenses (including reasonable attorneys' fees) arising from: defective or non-conforming goods or services; Vendor's breach of warranty or these Vendor Terms; Vendor's violation of law; intellectual property infringement; or Vendor's negligence or willful misconduct.

9. Recalls

If any goods supplied by Vendor are subject to a recall, market withdrawal, or safety action, Vendor shall cooperate fully and bear all reasonable costs of the recall to the extent caused by Vendor's goods or conduct.

10. Compliance with Ethical and Legal Standards

Vendor shall comply with all applicable laws regarding labor, anti-slavery and human trafficking (including the California Transparency in Supply Chains Act), anti-bribery and anti-corruption (including the FCPA), environmental protection, and trade and sanctions laws.

11. Term, Termination, and Survival

COCOJOJO may terminate any order or the relationship for convenience or for cause upon notice. Provisions concerning confidentiality, IP, warranties, indemnification, insurance, and dispute resolution survive termination.

12. Limitation of Liability

To the fullest extent permitted by law, COCOJOJO's liability to Vendor is limited to the amounts payable under the applicable purchase order, and COCOJOJO shall not be liable for indirect, incidental, or consequential damages.

13. Dispute Resolution and Governing Law

These Vendor Terms are governed by California law and subject to the dispute-resolution, arbitration, and class-action waiver provisions of the COCOJOJO Terms of Service, incorporated by reference, with exclusive venue in Orange County, California for matters not subject to arbitration.

14. Contact Information

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