TERMS OF Purchase

Terms of Purchase

INTRODUCTION

These terms of purchase (the “Terms”) shall govern the accompanying order by Megan Harrison LLC for purchase of products or services from SELLER.

TERMS AND CONDITIONS

Definitions

“Applicable Law” means the laws, governmental regulations, and other rules that bind either of the parties in any jurisdiction.

“Confidential Information” means information that is designated as confidential, should reasonably be understood to be confidential, or is unknown to the general public and gives either one of the parties an advantage in the marketplace.

“Deliverables” means anything Megan Harrison LLC purchases through an Order.

“Dispute” means any claim or controversy, whether in contract or any other source of law, between the parties.

“Infringement Dispute” means any claim that alleges Megan Harrison LLC’s infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property on account of the purchase or use of Deliverables.

“Megan Harrison LLC” means Megan Harrison LLC and its agents, parent entities, subsidiary entities, affiliate entities, employees, officers, directors, and Members.

“Order” means Megan Harrison LLC’s order for a purchase of products, services, or other deliverables from Seller.

“The parties” means Megan Harrison LLC and Seller.

“Seller” means SELLER and its agents, parent entities, subsidiary entities, affiliate entities, employees, officers, directors, and owners.

Effectiveness

Effectiveness Upon Acceptance

These Terms shall become effective and binding upon the parties upon the earliest of:

Seller’s acceptance of these Terms;

Seller’s acknowledgement of this Order;

Seller’s beginning of performance or fulfillment of this Order; or

Seller’s acceptance of payment for this Order.

Superseding Effect

Any provisions additional to these Terms or contradictory to these Terms shall only be valid upon written approval by Megan Harrison LLC.

Fulfillment

Prices

Unless otherwise stated in this Order, prices in this Order are final and shall not be subject to change during fulfillment of the Order. Unless otherwise stated in this Order, prices shall include packing, shipment and delivery as applicable.

Seller’s Systems and Processes

Seller shall provide and maintain a quality control system acceptable to Megan Harrison LLC. During the performance of this Order, Seller’s quality control system, inspection system, and delivery processes are subject to review, verification, and analysis by Megan Harrison LLC.

Inspection and Testing of Deliverables

Megan Harrison LLC may inspect and test any Deliverables requested or purchased through this Order. Megan Harrison LLC may conduct inspection and tests during production, prior to shipment, and upon delivery – regardless of payment status on this Order. Megan Harrison LLC’s test of any Deliverables shall not constitute acceptance of the Deliverables, or a waiver of Megan Harrison LLC’s ability to deem any Deliverables as non-conforming pursuant to these Terms.

Shipment of Products

The following terms shall govern shipment of any products pursuant to this Order:

All packing and packaging shall comply with good commercial practice and applicable carrier’s tariffs, including whatever is commercially reasonable to prevent damage or deterioration to the products.

Unless otherwise specified, title and risk to any products under this Order shall remain with Seller until delivery. If Seller’s terms of sale pass title and risk to the products to Megan Harrison LLC upon shipment, Seller must bear the cost and the risk on the products until they are provided to the carrier that will initiate shipment.

If Seller fails to comply with these shipment terms or with any other commercially reasonable shipment practices, Megan Harrison LLC may cancel this Order without penalty, may recover all payments made toward this Order, and may require Seller to recover or otherwise dispose of the products at Seller’s expense.

Non-Conforming Deliverables

Should any of the Deliverables subject to this Order not conform with applicable specifications, drawings, samples, descriptions, material quality, workmanship standards, or design, or be defective in any other matter, Megan Harrison LLC may, at its sole discretion and without any limitation or waiver of any other remedy at Megan Harrison LLC’s disposal, resort to any of the following options:

Reject the Deliverables;

Hold the Deliverables at Seller’s expense, subject to Seller’s reasonable disposal instructions;

Require Seller to repair or replace the Deliverables at Seller’s expense; and

Require Seller to refund any payments applied toward the Deliverables.

Late Deliverables

Should any portion of the Deliverables be delivered after the time or times specified in this Order, Megan Harrison LLC may, at its sole discretion and without any limitation or waiver of any other remedy at Megan Harrison LLC’s disposal, resort to any of the following options:

Cancel this Order, return to Seller (at Seller’s expense and at Seller’s risk) any Deliverables already delivered, and recover any payments provided under this Order;

Recover from the Seller any costs incurred on account of the tardiness, including damages resulting as a consequence of the tardiness and costs incurred to procure substitute Deliverables on account of the tardiness.

No Unscheduled Delivery

Seller shall not, without Megan Harrison LLC’s prior written consent, manufacture or procure materials in advance of Seller’s normal flow time or deliver in advance of schedule. No claim will be allowed for any such manufacture or procurement in advance of such normal flow time unless Megan Harrison LLC’s prior written consent has been obtained. Megan Harrison LLC may return or store at Seller’s expense Deliverables delivered in excess of the number ordered or Deliverables delivered without authorization in advance of the delivery date as specified.

Requested Delivery Postponement

At any time after placing this Order, Megan Harrison LLC may request a postponement in the delivery time or times of any Deliverables under the Order. In that case, Megan Harrison LLC’s assumption of title and risk to the Deliverables shall be postponed accordingly, and Megan Harrison LLC shall not be liable to Seller for any additional costs incurred on account of the postponement.

Subcontracting

No Deliverables may be subcontracted to a third party by Seller without Megan Harrison LLC’s written approval.

Limitation of Liability

Indemnification

Seller shall indemnify and defend Megan Harrison LLC against any claims, proceedings, damage, loss, expenditure, costs and liability which may be made or brought against Megan Harrison LLC or which Megan Harrison LLC may sustain or incur in respect of or in relation to or in connection with the Deliverables.

Intangible Property

Proprietary Rights

During fulfillment of the Order, Megan Harrison LLC may provide Seller with details about its products or services that are protected pursuant to copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Megan Harrison LLC shall retain all right, title, and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in those products and services. Unless expressly stated in a separate agreement, Megan Harrison LLC grants Seller no license or other right to any such intellectual property.

Confidentiality

Confidential Information may only be disclosed to the parties and their professional advisors on a “need-to-know” basis in connection with these Terms. All recipients of Confidential Information shall use, at a minimum, a commercially reasonable standard of care to prevent disclosure or dissemination of Confidential Information. If one of the parties is compelled by Applicable Law to disclose Confidential Information, it shall give the other party prior notice and opportunity to challenge the disclosure.

Intellectual Property Indemnifications

Seller shall defend and indemnify Megan Harrison LLC against any Infringement Claims.

Miscellaneous

The Parties’ Relationship

The parties are independent contractors. Neither party will have any rights, power or authority to act or create an obligation on behalf of the other party except as specified in these Terms. Neither party’s employees, agents, nor consultants shall be considered under any circumstances to be employees of the other party.

Assignment

Neither of the parties may assign their rights, duties or liabilities under these Terms without written approval of the other.

Time of Essence

Time is of the essence in the performance of all obligations under these Terms.

Compliance with Laws

In performing obligations under these Terms, each party agrees to comply with Applicable Law. Both parties warrant and represent that they are not affiliated with persons on the Office of Foreign Assets Control's Specially Designated Nationals or on the Blocked Persons List or the U.S. Department of Commerce Denied Persons List.

Governing Law

These Terms and any Dispute that pertain to them shall be governed by the laws of the State of Florida, regardless of conflict of laws. The United Nations Convention for the International Sale of Goods shall not apply.

Venue

The parties agree that any Dispute shall be brought exclusively in the state or federal courts located in Duval County, Delaware. The parties agree to submit to the personal jurisdiction of such courts. The parties also irrevocably waive their right to a jury trial over any Dispute.

No Class Actions

Neither party shall be entitled to join or consolidate claims by or against other customers, or pursue any claim as a representative or class action or in a private attorney general capacity.

Dispute Resolution

Seller and Megan Harrison LLC will attempt to resolve any Dispute through negotiation or by utilizing a mediator agreed to by the parties, rather than through litigation. Negotiations and mediations will be treated as confidential. If the parties are unable to reach a resolution within thirty (30) calendar days of notice of the Dispute to the other party, the parties may pursue all other courses of action available at law or in equity.

Entire Agreement

These Terms represent the entire agreement with respect to their subject matter. They supersede all other agreements, whether prior or contemporaneous, between Megan Harrison LLC and Seller with respect to that same subject matter. Changes to these Terms are only binding if made in a written document signed by both Megan Harrison LLC and Seller.

Severability

Should any provision in these Terms be found to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect.

Notices

Notice to Megan Harrison under these Terms must be sent via email to [email protected]