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Schedule “A”

Terms and Conditions

 

  1. CMG shall have no liability hereunder unless within 30 days of the date of the Purchase Order Date shown above Vendor shall have delivered all items listed in the Purchase Order to CMG at the delivery address indicated.
  2. Vendor warrants that (a) title to the items shall pass to CMG directly and shall be free of all liens, claims and encumbrances, and (b) the items will comply with all warranties, agreements and representations made by you or your agent to Vendor agrees that all warranties, agreements and representations made by CMG shall be fully enforceable by either CMG or its successors and assigns.
  3. Vendor represents and warrants that all products supplied in this Purchase Order shall comply with all applicable, laws, rules, regulations and ordinances (collectively, “Laws”), including, without limitation, consumer labeling requirements mandated by California Proposition 65. Vendor shall fully defend, indemnify and hold CMG harmless for any actions arising from an alleged or actual violation of this representation and warranty, including, without limitation, the payment of all attorneys’ fees (with counsel of CMG’s choosing) and court costs, and the payment of any fines, fees or penalties imposed by applicable governmental agencies.  CMG shall be under no duty to challenge the validity or applicability of any such fine, fee or penalty.
  4. Vendor further represents and warrants that in performing its services hereunder, it will comply with all Laws, including, without limitation, the Foreign Corrupt Practices Act. Vendor shall comply with all export and import laws of all countries involved in the sale of items under this Purchase Order.  Vendor assumes all responsibility for shipment of items requiring any governmental import clearance.  If Vendor fails to comply with any Laws and as a result CMG is fined, Seller agrees to pay the fine and costs incident thereto or reimburse CMG for payment.  Vendor shall fully defend, indemnify and hold CMG harmless for any actions arising from an alleged or actual violation of this representation and warranty, including, without limitation, the payment of all attorneys’ fees (with counsel of CMG’s choosing) and court costs.
  5. If any transportation charges are shown on the Purchase Order, Vendor shall prepay them and include them in the invoice
  6. This Purchase Order shall be expressly limited to the terms and conditions hereof and is intended to be a complete and exclusive statement of the agreement between CMG and Vendor.
  7. Without the prior written consent of CMG, which consent CMG may grant or deny in its sole and absolute discretion, Vendor shall not assign, transfer, pledge or hypothecate this Purchase Order, any item identified in the Order or any interest in this Purchase Order or the items or permit CMG’s rights or interests under this Purchase Order to be subject to any lien, charge, or encumbrance of any Vendor’s interest herein is not assignable and shall not be assigned or transferred by operation of law. Consent to any of the foregoing prohibited acts applies only in the given instance and is not a consent to any subsequent like act by Vendor or any other person.
  8. The agreement represented by this Purchase Order shall be interpreted under the internal laws of the state of Arizona, and any dispute that arises out of the sale of goods contemplated herein shall be resolved exclusively in the courts in the Maricopa County, Vendor, on behalf of its officers, agents, employees and anyone acting by or through Vendor irrevocably consent and submit to the personal jurisdiction of either of such courts in any such action or proceeding, and waive any claim or defense based on any alleged lack of personal jurisdiction, improper venue, forum non-convenience or any similar basis.  The prevailing party in any action to enforce the terms of this Purchase Order shall, in addition to any other appropriate damages and relief, receive reasonable attorneys’ fees and costs from the non-prevailing party.  In the event Vendor is a company incorporated or doing business outside the United States of America (a “Foreign Vendor”), Foreign Vendor represents and warrants that it has full power and authority to transaction business in the United States and that it has obtained all necessary permits, approvals, consents and licenses to do so.  Foreign Vendor hereby unconditionally and irrevocably submits and consents to the jurisdiction of the state and federal courts, as applicable, of the State of Arizona, Maricopa County and agrees that any judgment obtained in such courts shall be binding upon Foreign Vendor and non-appealable.
  9. Any terms and conditions contained in any invoice responsive to this Purchase Order that are not included herein shall be considered proposed terms and conditions, and shall not become binding on or between the panics unless signed by an authorized officer of CMG.
  10. Subject to the foregoing terms and conditions, CMG shall pay you for all the items described in the Purchase Order on the following terms: .
  11. Upon the failure of any of the foregoing terms or conditions, CMG’s obligation hereunder shall be canceled and Vendor shall promptly refund to CMG all sums (including taxes, transportation, installation and other charges) paid for or on account of the items in addition to any damage CMG may have suffered by reason of Vendor’s failure to perform the terms and conditions
  12. CMG shall have the unconditional right to return any items for a full credit or refund of all amounts paid, as determined by CMG in its sole and absolute discretion. No substitutions/non-conforming goods will be shipped by Vendor or accepted by CMG.
  13. Aging terms shall commence one day prior to the date of receipt of goods at CMG’s shipping address identified in the Purchase Order.
  14. Vendor shall confirm inventory availability with CMG upon receipt of the Purchase Order.
  15. Vendor to confirm compliance with CMG’s Shipping Policy via electronic mail, including tracking information to DistributionCenter@castemegastore.com and branks@castemegastore.com. Vendor shall email invoice to: AP@castlemegastore.com.
  16. The terms and conditions hereof may not be altered or amended in any respect except with express written consent of the CEO of CMG.