Any person or entity (“Vendor”) who wants to supply Products (as defined in Section 1) to BUFOLO INC. or its affiliates (collectively, “BUFOLO”) must accept these Vendor Terms and Conditions (“Agreement”) without change. BY ACCEPTING THIS AGREEMENT, YOU (A) ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (B) CERTIFY THAT YOU ARE AN OFFICER OF VENDOR WHO IS AUTHORIZED TO BIND VENDOR TO THIS AGREEMENT, INCLUDING THE GUARANTIES CONTAINED IN SCHEDULE 2.

  1. Purchase Orders; Pricing and Taxes: This Agreement governs BUFOLO’s purchase of Products from Vendor. “Products” means all goods, including labeling and packaging, provided to BUFOLO. BUFOLO is not obligated to purchase Products, and Vendor is not obligated to sell Products, until Vendor accepts a purchase order (“PO”). Vendor will not substitute Products or combine or consolidate POs without BUFOLO’s consent. Documents that BUFOLO signs acknowledging receipt of Products do not constitute acceptance of the Products. BUFOLO may modify or cancel POs without penalty before Vendor delivers Products to the carrier. The PO provides Product prices and payment terms, excluding discounts or rebates. Prices include any commissions and other charges, unless otherwise noted. Except as otherwise provided in this Section, Vendor may charge BUFOLO any applicable taxes that Vendor is legally obligated to charge purchasers of the Products, if the tax amounts are stated separately on Vendor’s invoice for the Products. Vendor is responsible for other fees, taxes and duties, including any taxes Vendor may owe on payments Vendor receives under the Agreement. If Vendor requests (or BUFOLO provides to Vendor) a resale certificate for the state in which BUFOLO is registered for sales and use taxes, then Vendor will not charge or collect from BUFOLO any taxes covered by such certificate.
  2. Product Images/Information: Vendor will make available to BUFOLO (including permitting BUFOLO to collect from Vendor’s website) all textual materials or metadata requested by BUFOLO for each Product (“Product Information”), including product name, UPC, brand, list price, fabric content (if the product is a textile product), electronic images, any Product information or warnings required by law to be disclosed in any sale or advertisement of the Product, country of origin. At Vendor’s sole discretion, Vendor may choose to provide BUFOLO with Promotional Materials. “Promotional Materials” means any logos, publicity images, and other content or materials Vendor makes available to BUFOLO. Vendor grants BUFOLO a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a) use, copy and display the Product Information and Promotional Materials on or in connection with any website (or similar ecommerce channel); (b) convert to digital electronic form, excerpt, reformat, adapt or otherwise create derivative works of the Product Information and Promotional Materials; (c) use all trademarks or tradenames included in the Product Information and Promotional Materials; and (d) sublicense any of the foregoing rights to parties participating in BUFOLO’s affiliates program and other similar programs where the users are subject to similar restrictions.
  3. Warranties: Vendor represents, warrants and covenants that: (a) the Products are genuine and free from defects; (b) all materials and other items incorporated into the Products are new (not refurbished or reconditioned, without BUFOLO’s prior written consent), unless Vendor has received BUFOLO’s prior written consent otherwise; (c) the Product Information and Promotional Materials are accurate and complete, and BUFOLO’s exercise of its license rights in this Agreement will not violate any third party’s rights; (d) Vendor will comply with all laws and rules relating to the Products, and the Products, Product Information, Promotional Materials and import documentation (if applicable) comply with all applicable laws and rules; (e) the Products may be lawfully marketed, sold and distributed throughout the U.S. without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions disclosed by Vendor and consented to by BUFOLO in writing; (f) no Product contains ingredients that are regulated by U.S. Drug Enforcement Administration as a controlled substance or listed chemical; (g) no Products will be provided to BUFOLO that are subject to U.S. Department of Transportation regulations as hazardous materials without BUFOLO’s prior written consent; (h) no Products were produced, manufactured, assembled, or packaged by forced, prison or child labor (defined as age 15 or the minimum working age within the applicable jurisdiction, whichever is older); and (i) Vendor possesses clean and clear title to, and has the unencumbered right to sell, each and every one of the Products supplied or to be supplied to BUFOLO. If Vendor provides any Product to BUFOLO that is subject to the requirements of the Textile Fiber Products Identification Act, the Fur Products Labeling Act, or the Wool Products Labeling Act, then Vendor provides to BUFOLO the continuing guaranty set forth in Schedule 2(a). If Vendor sells, has sold, or otherwise provides any Product to BUFOLO that is a “pesticide” or “pesticide product” as those terms are defined in the Federal Insecticide, Fungicide, and Rodenticide Act or its implementing regulations, then Vendor provides to BUFOLO the continuing guaranty set forth in Schedule 2(b).
  4. Product Returns; Effect of Remedies; Product Recalls: BUFOLO may return at Vendor’s expense any Product that (a) is damaged or defective, (b) does not conform to agreed specifications or to samples, (c) is subject to recall, (d) was not ordered in the applicable PO, or (e) does not comply with this Agreement. Title and risk of loss for all products returned under this Agreement will pass to Vendor upon delivery by BUFOLO to the carrier. Payment of an invoice does not limit BUFOLO’s remedies. Vendor will provide BUFOLO immediate written notice of any recall. Vendor is responsible for costs BUFOLO incurs in a recall.
  5. Vendor Defense and Indemnification: Vendor will defend BUFOLO INC., its affiliated companies, and their respective officers, directors, employees, and agents (the “BUFOLO Parties”) against any claim that arises, directly or indirectly, from: (a) any death of or injury to any person, damage to any property or any other damage or loss due to any defect in or use of any Product; (b) any Product recall; (c) any infringement or misappropriation of any proprietary right by Products, Product Information, Promotional Materials, or other content Vendor provides to BUFOLO; (d) Vendor’s negligence, strict liability or intentional misconduct; (e) Vendor’s breach of this Agreement; or (f) Vendor’s failure to state accurate Product descriptions, adequate warnings, or instructions (individually, a “Claim”, and collectively, the “Claims”). Vendor will indemnify and hold harmless each BUFOLO Party against any liability, loss, damage, cost or expense (including reasonable attorneys’ fees) incurred by that BUFOLO Party relating to any Claim, except to the proportional extent the liability is caused by the negligence or intentional misconduct of that BUFOLO Party as determined by a final, non-appealable order of a court having jurisdiction. Vendor will not consent to the entry of a judgment or settle without the BUFOLO Parties’ prior written consent, which may not be unreasonably withheld. Vendor will use counsel reasonably satisfactory to the BUFOLO Parties, and the BUFOLO Parties will cooperate in the defense at Vendor’s expense. If any BUFOLO Party reasonably determines that any Claim might have an adverse effect, that BUFOLO Party may take control of the defense at its expense (without limiting Vendor’s indemnification obligations). Vendor’s obligations under this Section 5 are independent of its other obligations under this Agreement.
  6. Limitation of Liability: BUFOLO IS NOT LIABLE TO VENDOR FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR OPPORTUNITIES.
  7. Shipping: The parties will agree which party is responsible for managing and paying for transportation of Products to BUFOLO. When BUFOLO pays for transportation, Vendor will deliver the Products to the BUFOLO-designated carrier and title and risk of damage or loss for the Products will pass to BUFOLO when Vendor delivers the Products to the carrier. When Vendor pays for transportation, title and risk of damage or loss for the Products will pass to BUFOLO when BUFOLO accepts the Products. If BUFOLO is the importer of any Products, Vendor will prepare and submit all documents required to enter those Products into the United States, and will pay any additional fees or charges due to insufficient documentation. Vendor will be the importer, at its expense, of any Products BUFOLO returns to Vendor to a location outside the United States.
  8. Insurance; Proprietary Products; Consignment: Vendor will comply with Schedule 1. If the parties agree that Vendor will manufacture Products according to BUFOLO’s designs or specifications, then Vendor will comply with Schedule 3 for such Products. If the parties agree that Vendor will provide Products for consignment to BUFOLO, Vendor will comply with Schedule 4 for such Products. If you provide Products that require a warning under New York Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”), then you will comply with Schedule 5 for such Products.
  9. Confidential Information: Vendor will (a) protect BUFOLO’s information that is identified as confidential or that reasonably should be considered confidential; (b) use this information only to fulfill its obligations under this Agreement; and (c) promptly return to BUFOLO or destroy this information when this Agreement terminates. Section 9 covers all confidential information regardless of when Vendor receives it. Vendor will not use any trademark, service mark, commercial symbol, or other BUFOLO proprietary right; issue press releases or other publicity relating to BUFOLO or this Agreement; or refer to BUFOLO in promotional materials.
  10. Miscellaneous: Either party may terminate this Agreement with 60 days’ prior written notice, subject to Vendor fulfilling all POs it accepts before the effective date of termination. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including representations, warranties, the Product Information and Promotional Materials license, indemnification, insurance, confidentiality, payment obligations, choice of law and jurisdiction, remedies, and guaranties) will survive termination. Any BUFOLO affiliate may issue a PO under this Agreement, and POs are the separate obligation of the affiliate that issues the PO. Vendor will not assign this Agreement, or any obligation or right (including any right to payment) in the Agreement, without BUFOLO’s prior written consent. This Agreement is governed by Washington state law, without reference to any applicable conflict of laws rules or the Convention on Contracts for the International Sale of Goods. Vendor irrevocably consents to exclusive jurisdiction of King County, Washington courts for disputes arising out of this Agreement. BUFOLO’s estimates or forecasts are non-binding. BUFOLO may either withhold and setoff, or demand payment of, any sums Vendor owes to BUFOLO, including any taxes that BUFOLO is legally required to withhold from amounts BUFOLO pays to Vendor. BUFOLO may conduct a reasonable audit of Vendor’s records related to this Agreement. If Vendor does not respond within a reasonable period after receiving an audit claim, BUFOLO will deduct the claim from Vendor’s next remittance. The parties’ rights and remedies under this Agreement are cumulative. Either party’s failure to enforce any provision will not be a waiver of the party’s rights to subsequently enforce the provision. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions. This Agreement incorporates, and Vendor will comply with, the terms, conditions, policies, guidelines, rules and other information (“Program Policies”) that BUFOLO makes available to Vendor, including any updates to such Program Policies from time to time. To the extent there is a conflict between this Agreement and the Program Policies, the terms of the Agreement will control. Vendor may use standard business forms or other communications (such as invoices, confirmations or shipping documents), but use of these forms is for convenience only and will not alter or supersede the provisions of this Agreement. This Agreement is the entire agreement between BUFOLO and Vendor for the purchase and sale of Products, and supersedes all prior agreements and discussions.
  11. Revisions; Continued Use: BUFOLO reserves the right to change any of the terms and conditions contained in this Agreement, including any Program Policies incorporated herein, at any time and in its sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms, conditions or Program Policies, or notice of such changes, to Vendor at Vendor’s e-mail notice address; or (b) posting of the revised terms, conditions or Program Policies on BUFOLO’s website. Vendor is responsible for reviewing any revised terms, conditions, policies, guidelines, and information, and any notices of revisions. VENDOR’S CONTINUED ACCEPTANCE OF PURCHASE ORDERS FOLLOWING BUFOLO’S E-MAILING OR POSTING OF ANY REVISED TERMS, CONDITIONS, OR PROGRAM POLICIES, OR ANY NOTICE OF ANY SUCH REVISIONS, WILL CONSTITUTE VENDOR’S ACCEPTANCE OF THE REVISIONS. IF VENDOR DOES NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, VENDOR MUST NOT CONTINUE TO ACCEPT PURCHASE ORDERS, AND MUST GIVE BUFOLO NOTICE IN ACCORDANCE WITH SECTION 10 ABOVE.