ILIA BEAUTY Inc. Terms of Purchase
These Terms of Purchase are applicable to all purchase orders issued to a Supplier by ILIA Beauty, inc., 1100 S. Coast Hwy #318, Laguna Beach, CA (“ILIA”) as of January 1st 2021. ILIA reserves the right to modify these Terms of Purchase for prospective orders.
SUPPLIER and ILIA agree as follows:
ILIA will submit orders to SUPPLIER for the PRODUCT. If SUPPLIER does not reject the order, or advise ILIA that it cannot completely and timely fulfill the order, within three (3) business days the order shall be deemed accepted in full. SUPPLIER will then completely fulfill ILIA’s order of the PRODUCT within the agreed upon lead time following receipt of the purchase order. SUPPLIER will immediately notify ILIA if it may be unable to timely and completely fulfill any order. If SUPPLIER fails to timely and completely fulfill any order, ILIA may then, at its discretion, either a) reject the order in full without any payment to SUPPLIER, or b) reduce the amount of ILIA’s purchase commitment by the amount of PRODUCT not timely received. ILIA shall pay all amounts due SUPPLIER within 30 days after delivery of the PRODUCT to ILIA.
ILIA shall have 7 business days to inspect any delivered PRODUCT and advise SUPPLIER if it is rejecting the delivery because it fails to comply with ILIA’s requirements.
ILIA and SUPPLIER each confirm that a) it is now, and shall throughout the Term, be a corporation in good standing, b) it has done all corporate and other acts necessary to enter into this Agreement, c) there are no third-party agreements or other obligations which could interfere or conflict with its performance of the Agreement, d) it shall comply with all applicable laws and governmental regulations concerning its responsibilities under the Agreement (including but not limited to the Federal Food, Drug and Cosmetic Act). SUPPLIER further confirms that the PRODUCT does not infringe the intellectual property rights of any third party and that it is unaware of any such past or present claims to the contrary.
The supplier shall manufacture the PRODUCT purchased by ILIA in accordance with Cosmetics Industry Good Manufacturing Practices (ISO 22716 & ISO 9001 latest versions) and is responsible for maintaining certification to these standards. If either party learns of any issue relating to a potential safety hazard or unsafe condition caused by the PRODUCT, it will promptly advise the other party in writing and the parties will cooperate in correcting any such condition. If the condition arises from either party’s failure to comply with the terms of the Agreement, or its willful or negligent act or omission, including but not limited to any manufacturing defect, that party shall bear the expenses associated with the discovery and correction of the condition, including but not limited to the costs of any potential inspection, recall, customer refunds and disposal.
The parties agree that the other party’s business affairs, trade secrets, and proprietary information which may be acquired virtue of this Agreement will be held confidential during the Term and for a period of five (5) years following the Term. No party shall be bound to maintain as confidential any information which a) is, or without fault of the receiving party, becomes publicly known; b) is lawfully known to the receiving party prior to its disclosure from the other party; c) is received from a third party which is legally entitled to disclose it; d) has been requested to be disclosed under operation of law; or e) is developed by the receiving party independent of any disclosure by the disclosing party.
Neither party shall be in default of this Agreement for non-performance if such party is unable to fulfill its obligations under this Agreement as a result of acts of God, strikes or other labor trouble, civil disorder, fire, explosion, act of terrorism, flood, war, riot, sabotage, or embargo, that materially and adversely affect such party’s ability to perform; provided, however, that should the non-performing party be unable to perform its obligations due to any of the above events for more than thirty (30) days, the party able to perform its obligations may then terminate this Agreement without penalty.
In the performance of this Agreement, ILIA and SUPPLIER are at all times acting and performing as independent contractors with respect to each other, and not as employees, joint venturers, or partners of each other.
Each party shall indemnify the other party from and against any and all claims, actions, liabilities and damages (including legal fees) incurred by the indemnitee arising out of or resulting from any actual or alleged breach of the Agreement or any willful or negligent act or omission by the indemnifying party. The party claiming indemnification shall have the option to appoint its own defense counsel, or to tender the defense to the indemnifying party to appoint defense counsel.
This Agreement shall be interpreted in accordance with and governed by the laws of the State of California.
Specific ingredient requirements: If the PRODUCT contains MICA, SUPPLIER agrees that the MICA will be solely sourced from a supplier that is a member of the RESPONSIBLE MICA INITIATIVE. If the PRODUCT contains Palm Oil and/or Palm Kernel Oil, SUPPLIER agrees all such Palm Oil and/or Palm Kernel Oil will be solely sourced from a supplier that is a member of the Roundtable on Sustainable Palm Oil (RSPO). Upon ILIA’s request, SUPPLIER will provide ILIA appropriate documentation confirming SUPPLIER’s compliance with the provisions of this paragraph.
Specific material requirements: If the PRODUCT contains paper or paperboard material, SUPPLIER agrees that such materials will be solely sourced and converted from suppliers that are accredited members of the Forest Stewardship Council (FSC). Upon ILIA’s request, SUPPLIER will provide ILIA appropriate documentation confirming the SUPPLIER’s compliance with the provisions of this paragraph.