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PURCHASE ORDER

This Purchase Order (“PO”) is issued to you as a vendor (“Vendor”) relating to those items listed on the PO (individually and collectively, “Products”) and related packaging and materials (individually and collectively, “Materials”) subject to the standard terms and conditions (“Standard Terms”) of Castle Megastore Group, Inc. (“CMG”), an Arizona corporation. References to this PO shall automatically include the Standard Terms, appearing below and incorporated by reference herein; references to Products shall automatically include Materials. Standard Terms may also be found at www.castlemegastore.com/purchase-order-terms-conditions. Any of the following shall constitute Vendor’s irrevocable and unconditional acceptance of this PO: a) Vendor’s commencement of performance (in whole or in part); or b) Vendor’s execution or other written acceptance of this PO; or c) Vendor’s failure to reject this PO, in writing, within seven (7) days of initial transmission of this PO by CMG. Vendor and CMG may be referred to herein as a “party” and collectively as “parties.” Any reference to a party/parties shall also be a reference to its/their affiliates, officers, shareholders, members, directors, managers, employees, contractors, agents, fiduciaries, administrators, attorneys, representatives and agents, and all predecessors, successors, and assigns of any of them.

STANDARD TERMS

1. DELIVERY AND ACCEPTANCE.
1.1. CMG shall have no liability hereunder unless within the time stated in the PO for delivery, Vendor shall have delivered all Products listed in the PO to CMG at the delivery address indicated. Shipments must equal exact amounts set forth on the PO unless otherwise agreed in writing by CMG. Vendor shall forward to CMG, with any relevant invoice, the express receipt or bill of lading, signed by the carrier, evidencing the fact that shipment has been made.
1.2. Vendor shall confirm compliance with CMG’s Shipping Policy via e-mail (which shall include tracking information) to: DistributionCenter@castlemegastore.com. Vendor shall email any relevant invoice to: AP@castlemegastore.com.
1.3. Vendor shall confirm inventory availability with CMG upon receipt of the PO. In the event that Vendor fails or delays (more than 2 days) such confirmation, CMG may cancel the PO, in whole or in part.
1.4. Unless otherwise expressly stated in the PO, Vendor shall be solely responsible for shipment of items and related costs, including any governmental import clearance. If any transportation charges are shown on the PO, Vendor shall prepay them in full and include them in the invoice. Except as may be otherwise provided in this PO, Vendor shall be solely responsible for all applicable foreign, federal, state, and local taxes, tariffs and duties. To the extent that CMG pays or is assessed any of the foregoing, CMG shall invoice Vendor for any such amounts and CMG may fully deduct such amounts from payment on this or any other PO commencing with first monies due and continuing thereafter.
1.5. No substitute products will be shipped by Vendor without CMG’s prior written consent; notwithstanding such consent, CMG is under no obligation to accept substitute products.
1.6. CMG shall have the unconditional right to return any Products at Vendor’s expense (including transportation and handling costs) for a full credit or refund of all amounts paid, as determined by CMG in its sole and exclusive discretion. In the event of such a return, CMG may invoice Vendor for amounts due and/or CMG may deduct such amounts from payment on this or any other PO commencing with first monies due and continuing thereafter.

2. RIGHTS AND CONFIDENTIALITY.
2.1. In addition to those inherent rights granted in connection with the sale of Products pursuant to this PO, Vendor hereby further grants to CMG a limited, non-exclusive, assignable and transferable license to use any intellectual property rights relating to or embedded in the Products to the extent required for CMG to sell, distribute, advertise and promote the Products in its sole and exclusive discretion. Vendor may not make any claim or allegation of breach of any intellectual property or other rights relating to the Products, or any of them: (a) without providing CMG at least 60 days Notice, reasonably detailing such claim or allegation of breach and an opportunity to cure same; and (b) CMG continuing to engage in the complained of conduct after such 60 day period. Only in the event of such continued conduct beyond the 60 days set forth above may Vendor pursue any such claim or will any such claim be actionable. The foregoing Notice and cure terms shall survive any inspection, delivery, acceptance of, or payment by CMG for the Products for a period of 2 years from the date of CMG’s last receipt of any relevant Products.
2.2. All non-public, confidential or proprietary information of CMG, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by CMG to Vendor, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the PO is confidential, solely for the use of performing the PO and may not be disclosed or copied unless authorized by CMG in writing. Upon CMG’s request, Vendor shall promptly return all documents and other materials received from CMG. CMG shall be entitled to injunctive relief for any violation of this clause. This clause shall not apply to information that is: (a) in the public domain; (b) rightfully and legally known to Vendor at the time of disclosure; or (c) rightfully and legally obtained by Vendor on a non-confidential basis from a third party.

3. PAYMENT.
3.1. Subject to the foregoing terms and conditions, CMG shall pay Vendor for all Products described in the PO and received and accepted by CMG on the following terms: The price of the Products is the price stated on the face of this PO (the “Price”).
Vendor shall invoice CMG for the PO within 30 days of CMG’s receipt and acceptance
of all Products listed on the PO. Unless otherwise stated in the PO, CMG shall pay all properly invoiced amounts due to Vendor within 60 days after the later of CMG’s receipt and acceptance of such Products and/or CMG’s receipt of any corresponding invoice, except for any amounts disputed by CMG. The parties shall seek to resolve all such disputes expeditiously and in good faith. Vendor shall continue performing its obligations under the PO (or any other PO) notwithstanding any such dispute.
3.2 Without prejudice to any other right or remedy, CMG may set off any amount owing to it by Vendor (including, without limitation, arising from or attributable to any refund, recall, penalty, fine, fee or other cost) against any amount owed by CMG to Vendor arising under this PO or any other PO . Payment of an invoice shall not constitute a waiver of any CMG rights or remedies nor evidence or admission that the Products meet the requirements of the PO.
3.3. Aging terms shall commence one day prior to the date of receipt of Products at CMG’s shipping address identified in the PO.

4. BREACH AND TERMINATION.
4.1. Should Vendor breach of any term or condition of this PO, CMG’s obligations hereunder may, in CMG’s sole and exclusive discretion, be canceled, in whole or in part, and Vendor shall promptly refund to CMG all sums paid for or on account of the Products in addition to any damage (including, without limitation, the cost to procure replacement products) CMG may have suffered by reason of Vendor’s failure to perform the terms and conditions. The rights and remedies under this PO are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. Vendor acknowledges that CMG is relying upon Vendor’s warranties, representation and satisfactory performance of its obligations pursuant to the terms and conditions of the PO (including, without limitation, obligations to ascertain and advise CMG regarding any government or other regulations, requirements or restrictions regarding advertising, sale and distribution of Products) and no failure of CMG in whole or in part to inspect Products will vitiate or otherwise limit the effectiveness of such obligations or otherwise constitute a waiver thereof.
4.2. Except as otherwise set forth herein, should CMG breach any term or condition of this PO, Vendor may not make any claim of breach: (a) without providing CMG at least 60 days notice, reasonably detailing such claim as well as a description of reasonable remediation and an opportunity to cure; and (b) CMG failing to cure within the 60 day period.

5. REPRESENTATIONS AND WARRANTIES.
5.1. Vendor represents and warrants that (a) title to the Products shall pass to CMG directly upon receipt and acceptance of the Products and shall be free of all liens, claims  and encumbrances, and (b) the Products shall be free from any defect in material or workmanship and conform strictly to the specifications, drawings or sample specified or furnished, and (c) the Products will comply with all warranties, agreements and representations made by Vendor or Vendor’s agent to CMG, including with respect to minimum agreed pricing and limitations on Vendor’s direct sales, and (d) neither the Products nor Materials, in whole or in part, whether included therewith or delivered separately violate or infringe on or misappropriate any third party’s intellectual property or other rights, whatsoever (including, without limitation, patent, trademark, trade dress or copyright) and that the Products will not be deemed libelous, defamatory or obscene.
5.2. Vendor represents and warrants that Vendor and all Products comply with all applicable foreign, federal, state and local laws, rules, regulations, ordinances, and administrative or judicial orders (collectively, “Laws”), including, without limitation, Occupational Safety and Health Act, Toxic Substances Control Act, and Foreign Corrupt Practices Act as well as consumer labeling requirements including under the FDA, FTC and California Proposition 65 and that any restrictions on or regulations pertaining to the sale of any Products and/or advertising relating thereto have been disclosed, in writing, to CMG and may be sold (or resold) as delivered subject only to the above disclosures.. Vendor further represents and warrants that the Products comply with 18 U.S.C § 2257 and 28 C.F.R. 75, that Vendor will maintain such records as lawfully required thereunder and that all Products are properly labeled accordingly. Persons appearing in visual depictions of sexually explicit conduct (whether actual or simulated) in connection with the Products were at least 18 years of age at the time of the conduct contained in such depictions.

6. INDEMNITY.
6.1. Vendor shall fully defend, indemnify and hold CMG (and its affiliates, officers, directors, shareholders, harmless from and against any claims, liabilities, costs (including reasonable legal fees (with counsel of CMG’s choosing) and court costs, damages, loss of profits or goodwill, or other loss (whether direct, indirect or consequential) arising out of or in connection with: (a) the manufacture, sale, delivery, possession, or use of Products; or (b) damage or injury to any person; or (c) Vendor’s actions or omissions; or (d) an alleged or actual violation of any terms or conditions hereof including, without limitation, these representations and warranties. The foregoing indemnification shall include, without limitation, the payment by Vendor of any fines, fees (including attorney’s fees) or penalties imposed by or brought under the power of any governmental agency(ies) relating to the Products. CMG shall have no duty or obligation to challenge the validity or applicability of any such fine, fee or penalty. All of the indemnification obligations contained in this PO shall survive any inspection, delivery, transfer of title, acceptance of, payment or resale by CMG for the Products or services rendered by Vendor.

7. NOTICE AND REQUIRED NOTIFICATIONS.
7.1. All notices, consents, claims, demands, waivers and communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this PO or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered: (a) by personal delivery, or (b) nationally recognized overnight courier (all fees pre-paid), or (c) certified U.S. mail (return receipt requested, postage prepaid), or d) e-mail which is confirmed in writing by sending a copy of such e-mail to the recipient thereof pursuant to clause (a), (b), or
(c) above. Notice is effective only upon receipt by the receiving party, and if the party giving the Notice has complied with the requirements of this clause. A copy of any Notice to CMG shall be sent to Weston, Garrou & Mooney, Attn: John H. Weston, Esq., 12121 Wilshire Boulevard, Suite 525, Los Angeles, CA 90025.
7.2. Vendor shall provide Notice to CMG of any Laws relating to or otherwise affecting the Products, or advertising, distribution, sale or use thereof (reasonably detailing the Laws, their applicability and the mode of required compliance to and by CMG). The foregoing duty shall be ongoing for any new Laws or changes to Laws for up to one (1) year following the last shipment of the relevant Products to CMG.
7.3. In the event of any recall or other action affecting use of any Products, Vendor shall immediately provide CMG Notice (reasonably detailing the recall or other action). Vendor shall promptly pay for any cost or expense associated therewith, including without limitation, refund or reimbursement to CMG customers, shipping, handling and/or destruction of such affected Products. CMG shall invoice Vendor for any such amounts and CMG may fully deduct such amounts from payment on this or any other PO commencing with first monies due and continuing thereafter.

8. CHOICE OF LAW, JURISDICTION AND ARBITRATION.
8.1. The PO and the transaction governed by this PO shall be interpreted under the laws of the State of Arizona, and any dispute that arises hereunder shall be resolved in Maricopa County, Arizona. To the extent possible, all claims shall be resolved by arbitration, and any such arbitral claim, including any breach of this PO, or otherwise arising out of the parties’ relationship shall be exclusively resolved by mandatory, final and binding arbitration before a mutually agreeable arbitrator.
8.2. Vendor, on behalf of itself and its officers, agents, employees, contractors, representatives and anyone acting by or through Vendor unconditionally and irrevocably consents and submits to the personal jurisdiction in any such action or proceeding arising from a dispute herein, and waives any claim or defense based on any alleged lack of personal jurisdiction, improper venue, forum non-convenience or any similar basis. 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 transact 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.
8.3. Arbitration shall be in accordance with the Federal Arbitration Act (“FAA”). Matters concerning or relating to the arbitration unless provided otherwise in the PO, including the commencement of arbitration and selection of the arbitrator, if the parties do not otherwise agree, shall be governed by the Commercial Rules of the American Arbitration Association (AAA), but arbitration need not be administered by the AAA if the parties agree to a different arbitrator. Unless the parties agree otherwise all proceedings shall take place in the county of Maricopa, State of Arizona., before a single arbitrator.                                                                                                    8.4. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction thereof. As used herein, “Claim” or “Claims” means any or all controversies, disputes, or claimed breaches arising out of or relating to this PO, and/or the relationship of the parties. Claim(s) includes but is not limited to, any claim whether arising under federal, state, or local law, and/or under a statute, ordinance, rule, regulation, contract or common law.
8.5. The arbitrator shall have jurisdiction over the Claims and all matters related thereto including, but not limited to, the enforceability of these arbitration terms and conditions and the arbitrator’s jurisdiction to hear and decide any individual claim. Subject to the other provisions herein, the arbitrator shall have the authority to award any remedy or relief which any court, state or federal, in the State of Arizona may grant, including, without limitation, specific performance, declaratory and/or injunctive relief, and compensatory damages, and sanctions for abuse or frustration of the arbitration process, and any other remedy or relief allowed under the Federal Arbitration Act (FAA).
8.6. Any award rendered in an arbitration held pursuant to this PO shall constitute the exclusive remedy and shall be final and binding subject only to review pursuant to the FAA; and, except as provided therein, there shall be no right to appeal any such award to a court or otherwise. Similarly, by agreeing to submit controversies or claims arising out of or relating to or otherwise covered by this PO to final and binding arbitration, the parties understand and agree that they, and each of them, are giving up any right they might have had to have the dispute itself heard in court before a judge or a jury or in any other forum. The parties further understand that a refusal to submit to arbitration may subject the refusing party to a court order requiring that the dispute be decided by arbitration, and, in the event of such court proceeding to compel arbitration, the prevailing party shall be entitled to reasonable attorneys’ fees and costs incurred with respect to that court proceeding.
8.7. Because it is the intent of the parties to resolve any such arbitrable dispute, controversy and/or claim by way of binding arbitration, if any portion of these arbitration terms and conditions is declared by the arbitrator or a court of competent jurisdiction to be invalid or unenforceable, such provision, or portion thereof, shall be severed and the remaining terms and conditions shall, to the extent possible, be interpreted as if the severed provision, or portion thereof, was not a part of the PO. However, if said provision, or portion thereof, is deemed to be essential to enforcement of this PO then a valid, lawful and/or enforceable provision which will carry out the intent of the particular provision which was declared to be invalid, unlawful and/or unenforceable shall be substituted in its place, and the remaining terms and conditions shall remain valid and enforceable. The arbitrator and/or supervising court shall each have the power to amend the arbitration terms and conditions such that the remaining terms and conditions shall remain enforceable and binding. If there is any conflict between any provision of these arbitration terms and conditions and any other provision in the PO, these arbitration terms and conditions shall take precedence.
8.8. THE PARTIES AGREE THAT EACH MAY BRING AND PURSUE CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES AND MAY NOT ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING OR BRING OR PURSUE ANY SUCH ACTION.
Unless agreed by all parties, the arbitrator may not consolidate more than one person’s claim(s) and may not otherwise preside over any form of representative, collective or class proceeding.
8.9. The prevailing party in any action shall, in addition to any other appropriate damages and relief, receive reasonable attorneys’ fees and costs from the non-prevailing party.

9. ADDITIONAL PROVISIONS.
9.1. The PO and the Standard Terms constitute the entire, sole and exclusive agreement of the parties with respect to this transaction and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral with respect to the Products, notwithstanding any conflicting or additional terms and conditions on any invoice, website or other forms, correspondence or documents delivered by or on behalf of Vendor (individually and collectively, “Other Forms”). In the event of any conflict or inconsistency between this PO and any Other Forms, the terms and conditions of this PO shall control.
9.2. The terms and conditions hereof may not be altered or amended in any respect except with express written consent of the CEO of CMG.
9.3. Any terms and conditions contained in any invoice responsive to this PO that are not included herein shall be considered proposed terms and conditions, and shall not be binding on CMG unless signed by an authorized officer of CMG. If any term or condition of this PO is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of this PO or invalidate or render unenforceable such term in any other jurisdiction.
9.4. Except as set forth in paragraph 8.6 above, this PO 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.
9.5. Nothing contained herein shall be construed as creating any agency, joint venture, partnership, employment or fiduciary relationship. Neither party shall have authority to bind the other party in any manner whatsoever.
9.6. Without the prior written consent of CMG, as determined by CMG in its sole and exclusive discretion, Vendor shall not assign, transfer, pledge or hypothecate this PO (or any interest therein), any Products or permit CMG’s rights or interests under this PO to be subject to any lien, charge, or encumbrance.
9.7. All of the representations, warranties and indemnifications contained in this PO shall survive a) any inspection, delivery, transfer of title, acceptance, return or resale by CMG of the Products b) any payment (in whole or part) by CMG for the Products; and
c) any recall of the Products.
9.8. Time is of the essence in connection with all obligations set forth herein.