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  1. Purchase Orders; Pricing and Taxes:This Agreement governs Afrocomfort’s purchase of Products from Vendor. “Products” means all goods, including labeling and packaging, provided to Afrocomfort. Afrocomfort 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 Afrocomfort’s consent. Documents that Afrocomfort signs acknowledging receipt of Products do not constitute acceptance of the Products. Afrocomfort 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 Afrocomfort 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 Afrocomfort provides to Vendor) a resale certificate for the state in which Afrocomfort is registered for sales and use taxes, then Vendor will not charge or collect from Afrocomfort any taxes covered by such certificate.
  2. Product Images/Information:Vendor will make available to Afrocomfort (including permitting Afrocomfort to collect from Vendor’s website) all textual materials or metadata requested by Afrocomfort for each Product (“Product Information”), including product name, UPC, brand, list price, fabric content (if the product is a textile product), and country of origin. At Vendor’s sole discretion, Vendor may choose to provide Afrocomfort with Promotional Materials. “Promotional Materials” means any logos, publicity images, and other content or materials Vendor makes available to Afrocomfort. Vendor grants Afrocomfort 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 Afrocomfort’s “minions” 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 Afrocomfort’s prior written consent), unless Vendor has received Afrocomfort’s prior written consent otherwise; (c) the Product Information and Promotional Materials are accurate and complete, and Afrocomfort’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 Afrocomfort 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 Afrocomfort that are subject to U.S. Department of Transportation regulations as hazardous materials without Afrocomfort’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 Afrocomfort. If Vendor provides any Product to Afrocomfort 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 Afrocomfort the continuing guaranty set forth in Schedule 2(a). If Vendor sells, has sold, or otherwise provides any Product to Afrocomfort 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 Afrocomfort the continuing guaranty set forth in Schedule 2(b).
  4. Product Returns; Effect of Remedies; Product Recalls:Afrocomfort 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 Afrocomfort to the carrier. Payment of an invoice does not limit Afrocomfort’s remedies. Vendor will provide Afrocomfort immediate written notice of any recall. Vendor is responsible for costs Afrocomfort incurs in a recall.
  5. Vendor Defense and Indemnification:Vendor will defend Afrocomfort Services, LLC, its affiliated companies, and their respective officers, directors, employees, and agents (the “Afrocomfort 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 Afrocomfort; (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 Afrocomfort Party against any liability, loss, damage, cost or expense (including reasonable attorneys’ fees) incurred by that Afrocomfort Party relating to any Claim, except to the proportional extent the liability is caused by the negligence or intentional misconduct of that Afrocomfort 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 Afrocomfort Parties’ prior written consent, which may not be unreasonably withheld. Vendor will use counsel reasonably satisfactory to the Afrocomfort Parties, and the Afrocomfort Parties will cooperate in the defense at Vendor’s expense. If any Afrocomfort Party reasonably determines that any Claim might have an adverse effect, that Afrocomfort 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.
  7. Shipping:The parties will agree which party is responsible for managing and paying for transportation of Products to Afrocomfort. When Afrocomfort pays for transportation, Vendor will deliver the Products to the Afrocomfort-designated carrier and title and risk of damage or loss for the Products will pass to Afrocomfort 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 Afrocomfort when Afrocomfort accepts the Products. If Afrocomfort 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 Afrocomfort 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 Afrocomfort’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 Afrocomfort, Vendor will comply with Schedule 4 for such Products.
  9. Confidential Information:Vendor will (a) protect Afrocomfort’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 Afrocomfort 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 Afrocomfort proprietary right; issue press releases or other publicity relating to Afrocomfort or this Agreement; or refer to Afrocomfort 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 Afrocomfort 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 Afrocomfort’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. Afrocomfort’s estimates or forecasts are non-binding. Afrocomfort may either withhold and setoff, or demand payment of, any sums Vendor owes to Afrocomfort, including any taxes that Afrocomfort is legally required to withhold from amounts Afrocomfort pays to Vendor. Afrocomfort 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, Afrocomfort 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 Afrocomfort 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 Afrocomfort and Vendor for the purchase and sale of Products, and supersedes all prior agreements and discussions.
  11. Revisions; Continued Use:Afrocomfort 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 Afrocomfort’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 AFROCOMFORT’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 AFROCOMFORT NOTICE IN ACCORDANCE WITH SECTION 10 ABOVE.


  1. If Vendor provides to Afrocomfort any Product other than books, music, video, DVD, videogames or software, then Vendor will obtain and maintain, at its expense, commercial general liability insurance coverage (which must include products liability coverage) of at least $1 million per occurrence and $2 million aggregate. However, if the Products include any Specified Products (as defined below), then the limits of Vendor’s insurance coverage will be at least $1 million per occurrence and $5 million aggregate. Vendor must maintain its insurance coverage for 12 months after the expiration or termination of this Agreement. “Specified Products” means: children’s or infant’s clothing and/or sleepwear, excluding shoes; baby carriages, walkers and strollers; scooters, mini-bikes, mopeds, tricycles, wagons and other ride-on toys; allterrain vehicles; children’s sports and hobby equipment; electric trains, cars, and related accessories; projectile or flying toys; toy chests and boxes; BB guns, BBs and pellets (gas, air or spring loaded) and similar Products; automotive brakes and related accessories; seasonal decorations; perishable consumable Products; over-thecounter medications; medical devices and health-care equipment; power tools, including welding and soldering tools; alarms and escape equipment; heating Products (including stoves, heaters, furnaces) and accessories; indoor or outdoor lighting Products and accessories; power lawn and landscaping equipment (including lawn mowers and chain saws); automatic doors and door openers; fertilizers, pesticides and chemicals; life safety equipment for recreational sports and activities; and inflatable Products for water skiing, tubing and surfing.
  2. Vendor’s required minimum limits of insurance may be satisfied by any combination of primary and excess/umbrella liability insurance policies. Each of these policy coverages shall be primary and non-contributory to any such coverage carried by Afrocomfort. Vendor will name “Afrocomfort Ltd. and its affiliates and their respective officers, directors, employees and agents” as additional insureds on each insurance policy required by this Schedule and will provide Afrocomfort with 30 days’ advance notice of cancellation, significant modification or expiration of each policy.
  3. Within 30 days after the effective date of this Agreement (and at each policy renewal thereafter), Vendor will provide a certificate of insurance for each insurance policy required by this Schedule to Afrocomfort’s Risk Management, Attn: Risk Management, P.O. Box 81226 Seattle, Washington 98108-1300, fax no. (206) 266- 2015. Afrocomfort’s approval of Vendor’s insurance does not relieve Vendor of any obligations, including but not limited to its defense and indemnity obligations, even for claims over Vendor’s policy limits. If Vendor fails to perform any of its obligations in this Schedule, Afrocomfort may withhold payments owed to Vendor until Vendor meets these obligations.


Vendor certifies that the statements in this Schedule 2 are true and correct.

Schedule 2(a)

Vendor guarantees that all textile fiber, fur or wool Products now being sold or which may hereafter be sold or delivered to Afrocomfort are not, and will not be misbranded nor falsely nor deceptively advertised or invoiced under the provisions of the Textile Fiber Products Identification Act, the Fur Products Labeling Act, the Wool Products Labeling Act, and the rules and regulations under any of these acts. Vendor acknowledges that furnishing a false guaranty is an unlawful, unfair, and deceptive act or practice pursuant to the Federal Trade Commission Act and certifies that Vendor will actively monitor and ensure compliance with the Textile Fiber Products Identification Act, the Fur Products Labeling Act, the Wool Products Labeling Act, and the rules and regulations under any of these acts during the duration of this guaranty.

Schedule 2(b)

Vendor guarantees that the pesticide Products comprising each shipment or other delivery made previously or hereafter to or on the order of Afrocomfort are either (a) lawfully registered with the United States Environmental Protection Agency and compliant with all requirements of the Federal Insecticide, Fungicide, and Rodenticide Act as of the date of such shipment or delivery, or (b) exempt or excluded from the registration requirements of the Federal Insecticide, Fungicide, and Rodenticide Act.


  1. If the parties agree that Vendor will manufacture Products according to Specifications (“Proprietary Products”), then Vendor and Vendor’s subcontractors will comply with this Schedule; otherwise, this Schedule will not apply. “Specifications” means the specifications, designs, and related documentation that Afrocomfort provides to Vendor or is otherwise accepted by Afrocomfort in writing. When developing and manufacturing Proprietary Products, Vendor will comply with any Afrocomfort social compliance, product quality, product safety and schedule requirements made available by Afrocomfort to Vendor (“Compliance Requirements”). Vendor will not modify the Proprietary Products’ materials, components, or manufacturing processes unless Vendor has submitted the modifications to Afrocomfort and Afrocomfort approves the modifications in writing. Vendor may not rely upon any instructions, directions, or documentation provided by a third party, unless Afrocomfort notifies Vendor in writing that the third party is authorized to provide such instructions, directions, or documentation.
  2. If requested by Afrocomfort, Vendor will provide Afrocomfort with samples, if any, of proposed proprietary products. Upon 2 business days’ notice, Afrocomfort will have the right to review and inspect: (a) each of the Proprietary Products, at any stage of their development; (b) Vendor’s production facilities; and (c) any materials or documentation relating to, or incorporated in, the Proprietary Products. At Vendor’s expense, and as requested by Afrocomfort from time to time, Vendor will permit a third party selected by Afrocomfort to audit Vendor’s compliance with any social and safety compliance requirements. Vendor will implement any corrective actions required by Afrocomfort.
  3. Before starting full production, Vendor will produce an Afrocomfort-designated quantity of finished Proprietary Products. At Afrocomfort’s option, Vendor will either conduct laboratory tests and retests to ensure that these Proprietary Products comply with the Specifications and Compliance Requirements or permit a third party designated by Afrocomfort to conduct these tests at Vendor’s expense. The tests must, at a minimum, demonstrate that finished Proprietary Products match the Specifications and Compliance Requirements and, if applicable, any Afrocomfort approved samples in all respects. If any Proprietary Products do not match the Specifications, Vendor will mark these Proprietary Products as defective. Vendor will provide Afrocomfort with all data and documentation related to the tests and inspections, including a detailed, accurate and complete written description of any defect discovered during any tests and inspections. Vendor will advise Afrocomfort about potential remedial actions for defective Proprietary Products. Afrocomfort will determine the remedial actions that Vendor must take to cure defects and ensure that Proprietary Products comply in all respects with the Specifications and Compliance Requirements (including any changes to Specifications and Compliance Requirements resulting from the initial tests set forth above).
  4. Vendor will start full production to fulfill an open PO only after Afrocomfort directs the Vendor to do so in writing. Unless otherwise directed by Afrocomfort, each time Vendor ships Proprietary Products to Afrocomfort, Vendor will open an Afrocomfort-designated number of cartons on a random basis before shipping to Afrocomfort (a) to check Proprietary Products and packaging for compliance with Specifications and (b) to photograph Proprietary Products and carton markings. Vendor will immediately provide Afrocomfort with a written report that includes the number of cartons inspected by Vendor and all data, photos, information and related documentation regarding the inspection.
  5. Afrocomfort reserves all rights in the information and materials, including Specifications, provided to Vendor by Afrocomfort or Afrocomfort’s authorized third party. Except as expressly set forth in this Schedule, Afrocomfort does not grant to Vendor any license, right, title or interest in, to, under or with respect to any trade secrets, designs, patents, trademarks, copyrights, inventions, data or any intellectual property held by Afrocomfort (“Afrocomfort Intellectual Property”). Upon Afrocomfort’s request, Vendor will provide Afrocomfort with all information and documentation that is known to Vendor relating to Afrocomfort Intellectual Property. Vendor will assist Afrocomfort in any related proceeding or litigation, and will promptly execute and deliver to Afrocomfort or its legal representative any papers, affidavits and declarations and take such other action as Afrocomfort requests to apply for, obtain, maintain and enforce Afrocomfort’s rights in the Afrocomfort Intellectual Property.
  6. If Afrocomfort directs Vendor to mark or label Proprietary Products with a trade name, trademark, logo, service mark or design (“Afrocomfort Identification”), Vendor will apply this marking or labeling only on the quantity and in the manner specified. If Afrocomfort directs Vendor to mark Proprietary Products with Afrocomfort Identification, Afrocomfort grants Vendor a non-exclusive, non-transferable, royalty-free, non-assignable and revocable right and license during the term of the Agreement to reproduce and display, without alteration of any kind, the Afrocomfort Identification solely on the Proprietary Products and solely as directed by Afrocomfort. Vendor will comply with any trademark guidelines made available by Afrocomfort (as may be updated from time to time), including any trademark guidelines or updates that Afrocomfort posts online. Vendor may not transfer, assign or sublicense these rights or otherwise permit any other party (including a party affiliated with Vendor) to use the Afrocomfort Identification. Vendor will not market, sell or dispose of Proprietary Products that include Afrocomfort Identification (or Proprietary Product components that include Afrocomfort Identification) to anyone other than Afrocomfort. If Afrocomfort does not accept delivery of Proprietary Products, Vendor will not dispose of these Proprietary Products without removing labels, or markings and destroying Afrocomfort Identification.
  7. All Proprietary Products will meet all import and industry certification requirements, and all package shipping labels will indicate where and when such Proprietary Products were manufactured. All shipments originating outside the U.S. will be shipped Free on Board (“FOB”) or Free Carrier (“FCA”) origin, and all references to delivery terms in this Schedule will be references to Incoterms revision 2000 issued by the International Chamber of Commerce. In Afrocomfort’s discretion, Vendor will clear the Proprietary Products for export either at the port of departure or at Vendor’s factory. Title and risk of loss for shipments originating outside the U.S. will pass to Afrocomfort after Vendor has cleared the Proprietary Products for export. If Afrocomfort returns any Proprietary Products under Section 4 of the Agreement, Vendor will pick up these Proprietary Products at Afrocomfort’s facility and will ship such Proprietary Products FOB or FCA origin. If Afrocomfort specifies dates on the PO for Afrocomfort’s receipt of the applicable Proprietary Products (“Ship Window”), then, in addition to Afrocomfort’s other remedies, for each calendar day that Vendor misses the Ship Window Vendor will pay Afrocomfort liquidated damages in the amount of 1% of the amount of the PO, up to a maximum of 25% of the amount of the PO (as a reasonable prospective estimate of losses Afrocomfort would incur).
  8. If there is a conflict between the terms of this Schedule 3 and the terms of the Agreement, the terms of this Schedule 3 will control.


  1. If the parties agree that Vendor will provide Products for consignment to Afrocomfort, Vendor will comply with this Schedule; otherwise, this Schedule will not apply. Afrocomfort may request consignment Products with a PO. Unless otherwise agreed by the parties, the price on the consignment PO will be the price charged by Vendor and paid by Afrocomfort following Afrocomfort’s purchase, if any, of the consignment Products from Vendor and Afrocomfort’s sale of consignment Products to its customers. All terms of the Agreement apply to consignment Products, except to the extent otherwise provided in this Schedule.
  2. Title to each unit of Product transfers to Afrocomfort at the time Afrocomfort purchases it from Vendor. Afrocomfort will pay Vendor the amount properly payable at the end of each month for consignment Products sold in the previous month. Risk of loss for consignment Products will transfer to Afrocomfort only after Afrocomfort accepts the Products.
  3. Afrocomfort will store accepted consignment Products until (a) Afrocomfort purchases such consignment Product from Vendor, (b) Afrocomfort returns the consignment Product, or (c) the Agreement is terminated for any reason. Afrocomfort may store consignment Products in any facility it chooses. If there is loss of or damage to any consignment Product while stored by Afrocomfort, Afrocomfort’s liability is limited to the price that Afrocomfort agreed to pay Vendor for the consignment Product in Section 1 of this Schedule.
  4. Vendor will pay all personal property taxes assessed on consignment Products, including taxes assessed during the period Afrocomfort holds the Products. Vendor has no security interest, lien or other claim in or to the proceeds that Afrocomfort receives from Afrocomfort’s sale of consignment Products. If an Afrocomfort customer returns consignment Product, Afrocomfort may retain title to such returned Product or return such Product to Vendor. All Products ordered on a consignment basis will constitute true consignments of the consignment Products and not the purchase and sale of merchandise by Afrocomfort.