Supply Terms and Conditions - Doodle Labs LLC

Supply Terms and Conditions

The terms and conditions (“Terms”) contained herein apply to the sale of the products supplied by Doodle Labs LLC, a California corporation with its principal place of business at 12027 Venice Blvd, Los Angeles, CA 90066 USA (“Doodle Labs”), and to purchaser identified in the Sales Order (“Buyer”).

PRICING
Prices are exclusive of, and Buyer will pay, applicable sales, use, service, value added or like taxes, unless Buyer has provided Doodle Labs with an appropriate exemption certificate for the local jurisdiction.
ORDER PLACEMENT
1. All orders for Products by Buyer will: (a) be placed by submission of written purchase order by Buyer, referring to these Terms, and will set forth Buyer’s and Doodle Labs’ part numbers, description of the Products to be purchased, quantity, requested delivery dates and delivery instructions; (b) be subject to acceptance in writing within ten (10) days by Doodle Labs at its principal place of business; and (c) not be binding until the earlier of such acceptance by Doodle Labs.
2. The Terms will apply to each order accepted or shipped by Doodle Labs. The provisions of Buyer’s form of purchase order or other business forms will not apply to any order notwithstanding Doodle Labs’ acknowledgement or acceptance of such order.
3. Alternative terms may result in schedule delays and/or changes in quoted pricing. Doodle Labs will not be bound by terms and conditions other than these unless formally accepted in writing by an authorized Doodle Labs representative.
NON-CANCELLABLE, NON-REFUNDABLE
All sales are final, and Doodle Labs will not offer any refunds. Buyer recognizes and agrees that they shall not be entitled to a refund for any purchase under any circumstances.
DELIVERY AND SHIPPING
1. The promised delivery date is the best estimate possible based upon current and anticipated manufacturing capabilities of when the product will be shipped. Doodle Labs assumes no liability for loss, damage, or consequential damages due to delivery delays.
2. All Products will be shipped by Doodle Labs F.O.B place of manufacture. Buyer will be responsible for, and will pay all shipping, freight and insurance charges. All risk of loss of or damage to Products will pass to Buyer upon delivery by Doodle Labs to the carrier, freight forwarder or Buyer, whichever first occurs. Buyer will bear all risk of loss or damage in transit.
3. Failure of Buyer to reject any Products shipped to it by Doodle Labs within thirty (30) days after receipt thereof will constitute complete and conclusive acceptance by Buyer of such Products. All claims for shipping damage must be made with the carrier.
4. All sales are final upon shipment and inspection in accordance with Section 4.3, and Buyer’s remedies after final inspection are limited to those listed in Section 9, Warranties.
EXCUSABLE DELAY
Doodle Labs will not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Doodle Labs’ control, including but not limited to acts of God, war, riot, embargos, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such delay, Doodle Labs may defer the delivery date of orders for Products for a period equal to a reasonable recovery period associated with such delay.
INVOICES/PAYMENT
1. If Doodle Labs has granted credit approval to Buyer in writing and such credit approval has not been suspended or revoked by Doodle Labs, then payment for all shipments of Products made to Buyer under the Terms will be due within the payment terms offered to Buyer. Doodle Labs reserves the right to assess late charges for overdue payments, at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Doodle Labs may change credit or payment terms or withhold shipment of an order at any time when, in Doodle Labs’ opinion, Buyer’s financial condition, previous payment history, or the nature of the Buyer’s relationship with Doodle Labs so warrants.
2. If Doodle Labs has not granted credit approval, standard terms for purchase require a 100% payment at time of order to begin production. No Products will be shipped prior to receipt of payment in full.
3. If an order is ready for shipment but final payment remains outstanding for 60 days following invoice, Doodle Labs reserves the right, in its sole discretion, to terminate the transaction and retain down payment to cover out‐of‐pocket costs and/or as a restocking fee.
4. In addition to any other rights and remedies available to it, Doodle Labs may cease deliveries of Products at any time in the event that Buyer defaults in any payment due to Doodle Labs hereunder and such default continues unremedied for a period of ten (10) days.
5. Buyer shall make all payments to Doodle Labs in United States dollars.
TERMINATION
In addition to any other rights and remedies available to it, Doodle Labs may terminate its relationship with Buyer at any time in the event that (i) Buyer is involved in any voluntary or involuntary bankruptcy, proceeding or any other proceeding concerning insolvency, dissolution, cessation of operations, or reorganization of indebtedness and the proceeding is not dismissed within sixty (60) days or (ii) Buyer becomes unable to pay its debts as they mature in the ordinary course of business or makes an assignment for the benefit of its creditors.
LIMITATION OF LIABILITY.
WHETHER OR NOT ANY REMEDY OF BUYER HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE, DOODLE LABS WILL NOT BE LIABLE FOR AN INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSE (INCLUDING WITHOUT LIMITATION COST OF COVER, LOST PROFITS, OR LOST BUSINESS) ARISING, DIRECTLY OR INDIRECTLY, UNDER THIS AGREEMENT OR FROM THE PURCHASE, USE OR SALE OF DOODLE LABS PRODUCTS, WHETHER OR NOT DOODLE LABS WAS ADVISED OR AWER OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. DOODLE LABS’ LIABILITY TO BUYER UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID BY BUYER TO DOODLE LABS ON THE PURCHASE ORDER AT ISSUE.
WARRANTIES
1. Doodle Labs warrants to Buyer for 365 days (from date of receipt by Buyer) that the Products will substantially confirm with the published Product specifications, if properly used in accordance with the procedures described in documentation supplied by Doodle Labs. Doodle Labs’ exclusive obligation with respect to nonconforming Products shall be, at Doodle Labs’ option, (a) to replace the Product with one that confirms to the Specifications or (b) to use diligent efforts to provide Buyer with a correction of the defect. Defects in the Product will be reported to Doodle Labs in a form and with supporting information reasonably requested by Doodle Labs to enable it to verify, diagnose and correct the defect.
2. The warranties set forth above shall not apply to any Products that have been modified, repaired or altered, excepted by Doodle Labs, or that have not been maintained in accordance with any handling or operation instructions supplied by Doodle Labs, or that have been subjected to unusual physical or electrical stress, misuses, abuse, negligence or accidents.
3. The foregoing warranties are the sole warranties express or implied given by Doodle Labs in connection with the products and Doodle Labs disclaims all other warranties, including warranties of merchantability, fitness for a particular purpose, and noninfringement of third party rights. Doodle Labs does not warrant that the products will operate continuously or be error free.
INDEMNIFICATION
1. At its option, Doodle Labs will defend or settle any action brought against Buyer to the extent the action is based on claims that the Products infringe any U.S. patent or U.S. copyright, and will pay all damages and costs (including reasonable attorney’s fees) finally awarded against Buyer on such claims, subject to the terms below:
2. Doodle Labs’ obligations under this Section are expressly conditioned on Buyer’s (a) promptly notifying Doodle Labs of the existence or the threat of such action, (b) granting Doodle Labs sole control over the defense and settlement of the action, and (c) providing Doodle Labs reasonable assistance in connection with such action.
3. Doodle Labs will have no liability for claims based on use of Products in combination with products or as a part of processes not supported by Doodle Labs, or on any modification other than a modification by Doodle Labs.
4. Buyer agrees that in connection with resolving any such claim, Doodle Labs may, at its option, (i) procure for Buyer the right or license to continue using the Product(s) which are the subject of such infringement claim; or (ii) replace or modify such Product(s) so that they become non-infringing; or (iii) upon return of all infringing Products, refund to Buyer the price actually paid by Buyer for such infringing Product(s), less a reasonable amount for use, damage, or obsolescence; or (iv) substitute for any infringing Product other suitable, non‐infringing equipment.
  
  THE FOREGOING REPRESENT DOODLE LAB’S ENTRE LIABILITY AND BUYER’S SOLE REMEDY WITH RESPECT TO INFRINGMENT BY DOODLE LABS PRODUCTS OF THE PROPRIETARY RIGHTS OF ANY THIRD PARTY. NOTWITHSTANDING THE FOREGOING, DOODLE LABS WILL NOT BE LIABLE FOR ANY CLAIM FOR INDEMNIFICATION MADE BY BUYER MORE THAN ONE (1) YEAR AFTER PURCHASE OF THE PRODUCT BY BUYER.
5. Buyer agrees to indemnify Doodle Labs against and hold Doodle Labs harmless from, any and all damages, losses, expenses (including reasonable attorney’s fees and costs of litigation on an ongoing basis) and claims by any other party resulting from Buyer’s acts, omissions or misrepresentations, regardless of the form of action.
6. Additional Insured. The Customer shall name the Company as an additional insured on its liability insurance policy for any claims arising out of or in connection with the use or misuse of the Products by the Customer or any third party.
CONFIDENTIAL INFORMATION
1. If a separate Non-Disclosure Agreement has been signed between Doodle Labs and Buyer, then that agreement will take precedence over the confidentiality terms listed in this document.
2. For a period of five (5) years from the date of disclosure, each party agrees not to disclose any of the other party’s trade secrets, confidential documentation, data designs or other confidential information, verbal or written, which may be conveyed to the receiving party from any source before, during or subsequent to the term of this Agreement. It is expressly understood and agreed that any such information conveyed to the receiving party is intended for the receiving party’s internal use only and shall be protected by the receiving party with the same diligence, care, and precaution (but in no event less than reasonable care) that the receiving party uses to protect its own confidential information. At the disclosing party’s request, the receiving party shall return any or all confidential information then in the receiving party’s possession, including all copies thereof.
3. Nonconfidential Information: The receiving party shall have no obligation with respect to disclosure and use of information to the extent such information:
  1. Is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to the disclosing party; or
  2. Is made public by the disclosing party; or
  3. Is independently developed by the receiving party; or
  4. Is received from a third party independent of the disclosing party without breaching an obligation of confidentiality; or
  5. Is required to be disclosed by operation of law.
4. Promotion and Marketing: The Buyer agrees to allow the Company to use its name and logo, and to use the project description in case studies and other promotional and marketing materials, provided that such materials do not contain any confidential information.
5. Each party agrees that it would be extremely difficult to measure the amount of damages to the damaged party from a breach or a threatened breach of any covenant contained in this Section 11, and that money damages would be an inadequate remedy, and that in such event the damaged party shall be entitled to temporary and permanent injunctive relief to the retrain the breaching party (and its employees) from such breach or threatened breach. In the event that any covenant made in this Section shall be more restrictive that permitted by applicable law, it shall be limited to the extent to which it is permitted. Nothing in this Section shall be construed as preventing damaged party from pursuing any and all remedies available for a breach or threated breach of a covenant made in this Section, including the recovery of monetary damages form the breaching party (and/or its employees, directors, officers, and agents).
GENERAL
1. Compliance with Laws
  Doodle Labs represents and warrants that the Products supplied hereunder are produced and delivered in accordance with all applicable Federal, State, and local laws, rules and regulations.
2. Export Control
  Buyer shall not, without prior authorization from the U.S. government, export or re‐export Doodle Labs products, directly or indirectly, to: (1) any countries that are subject to US export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine); (2) any end user Buyer knows or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets; or (3) any end user who has been prohibited from participating in US export transactions by any federal agency of the U.S. government. Buyer is responsible for complying with any local laws in Buyer’s jurisdiction which may impact their right to import, export or use these products. Exports / re‐ exports / transfers (in country) to government end‐users headquartered or located outside the list of countries in Supplement 3 to Part 740 require an export license or other authorization from the U.S. Department of Commerce.
3. Controlling Law, Jurisdiction and Attorney’s Fees
  With respect to any litigation arising out of or related to the Terms: (a) California law, including that body of law relating to choice of law, will exclusively govern; (b) Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, and any dispute relating to any non‐contractual obligations arising out of or in connection with this Agreement, shall be referred to and finally resolved by arbitration, under the JAMS Streamlined Arbitration Rules & Procedures in effect on the date of purchase. The place of arbitration shall be Los Angeles, California. Buyer hereby consents to the application of California law and arbitration by JAMS.
4. Complete Agreement; Amendment
  These Terms, as implemented by Purchase Orders, are the sole and complete statement of obligations of the parties and supersede all prior oral and written and all contemporaneous oral understandings, negotiation, commitments, and proposals. Any changes hereto must be made in writing and signed by both parties.
5. No Waiver
  No delay or failure by either party to exercise or enforce at any time, any right or provision of the Terms shall be considered a waiver thereof or of such party’s right thereafter to exercise or enforce each and every right and provision under the Terms. A waiver to be valid shall be in writing but need not be supported by consideration.