Deveraux Specialties LLC
12835 Arroyo St.
Sylmar, California 91342
The following terms and conditions apply to the sale described by this invoice except to the extent superseded by an applicable written contract executed by Deveraux Specialties and Customer; product is being sold on a one-time basis at a given price unless agreed in writing otherwise. Any terms and conditions stated by Customer in any purchase order or document related to the product listed on this invoice which are in conflict, different from, or in addition to the terms and conditions herein shall not be binding unless separately and expressly accepted in writing by Deveraux Specialties. If Product is shipped to a location other than the Customer’s facility, the Customer remains fully obligated and subject to the terms and conditions set forth below:
A. DEVERAUX SPECIALTIES COMMITMENTS TO CUSTOMER
B. CUSTOMER’S COMMITMENTS TO DEVERAUX SPECIALTIES
C. TITLE AND RISK OF LOSS — Title and risk of loss for all products sold by this invoice will pass to Customer upon delivery to the carrier at Deveraux (or their manufacturers) shipping facility.
E. CANCELLATION POLICY
F. FORCE MAJEURE./ EXCUSED PERFORMANCE — Performance is excused when (a) there is any contingency beyond the reasonable control of Deveraux or Customer including, for example, war or hostilities, acts of God, accident, fire, explosion, public protest, breakage of equipment, pandemic, acts of terrorism, activity of a governmental authority (including, for example, the passage of legislation or the failure to grant an export license), or labor difficulties which interfere with Deveraux’s or Customer’s production, supply, transportation or consumption practice; or (b) Deveraux is unable to obtain raw materials, power or energy on terms Deveraux deems commercially acceptable. During times when performance is excused, all quantities of affected Product will be eliminated from this invoice without liability and Deveraux will allocate its supplies of raw materials and product among their various uses in any manner that is fair and reasonable. Deveraux will not be obligated to obtain raw materials, intermediates, or product from other sources or to allocate raw materials, intermediates, or product from Deveraux internal use. The foregoing provision shall in no event relieve Customer of its obligation to timely pay in full a product invoice.
G. EXCLUSION OF ALL OTHER WARRANTIES — THE COMMITMENTS IN SECTION J. ARE DEVERAUX’S SOLE WARRANTIES RESPECTING PRODUCT INCLUDING WITHOUT LIMIATION PRODUCT QUALITY AND PERFORMANCE AND ARE MADE EXPRESSLY IN LIEU OF AND EXCLUDE ANY IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES PROVIDED BY STATUTE, COMMON LAW OR OTHERWISE.
H. LIMITATION OF LIABILITIES
I. CLAIMS AND RETURNS
J. NOTICE REGARDING MEDICAL APPLICATION RESTRICTIONS — Deveraux products are to be exclusively used for cosmetic purposes only. Any and all other uses voids any representation or warranties. Deveraux will not knowingly sell or sample any product or service into any commercial or developmental application that is intended for: (1) long term or permanent contact with internal bodily fluids or tissues. “Long-term” is contact which exceeds 72 continuous hours; (2) use in cardiac prosthetic devices regardless of the length of time involved (“cardiac prosthetic devised” include, but are not limited to, pacemaker leads and devices, artificial hearts, heart valves, intra-aortic balloons and control systems, and ventricular bypass-assisted devices); (3) use as a critical component in medical devices that support or sustain human life; or (4) use specifically by pregnant women or in applications designed to specifically to promote or interfere with human reproduction. Deveraux requests that customer considering use of Deveraux’s products in medical application notify Deveraux so that appropriate assessments may be conducted. Deveraux does not endorse or claim suitability of its products for specific medical applications. It is the responsibility of the Customer to determine that the Deveraux product is safe, lawful, and technically suitable for the intended use. DEVERAUX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUITABILITY OF ANY DEVERAUX PRODUCT (OR MANUFACTURER/SUPPLIER OF DEVERAUX) FOR USE IN MEDICAL APPLICATIONS.
K. ASSIGNMENT — This invoice is not transferable or assignable by Customer without prior written consent of Deveraux. Customer hereby consents, without further notice from Deveraux to Deveraux’s potential future assignment or delegation of some or all of Deveraux’s obligations hereunder to any Affiliate, in which case the Affiliate may affect delivery of a product and invoice Customer directly. In the case of such assignment, all terms and conditions of this invoice shall remain in full force and effect. “affiliate” means with respect to any entity, any other entity directly or indirectly owning, owned by, or under common ownership with, such entity; for purposes of this definition, “owning”, “owned” and “ownership” shall mean the possession, directly or indirectly, of an ownership interest, directly or indirectly through one or more intermediaries, of at least fifty percent as a result of ownership of stock or other voting securities, contractual relationship or otherwise.
L. CHOICE OF LAW — This Invoice will be governed by California law without reference to its principles of conflict of laws. Additionally, Deveraux and Customer hereby submit to the exclusive jurisdiction for any claims or lawsuit arising out of this invoice, in any State or Federal court in County of Los Angeles State of California.
M. EXPORT — Customer agrees to comply with all export laws of the United States and any country having jurisdiction over Customer or the transactions contemplated by this invoice.
N. ANTI-BRIBERY/ANTI-CORRUPTION — Each party represents and warrants that it understands and shall comply with the requirements of the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery and anti-corruption laws of the jurisdictions under which each party is or may be acting hereunder.
O. SEVERABILITY — If any provision of the invoice is declared invalid by any court or government agency, all other provisions shall remain in full force and effect.
P. ENTIRE AGREEMENT — This document constitutes the complete and final agreement between Deveraux and Customer concerning the products sold by the invoice unless the parties have executed an applicable written contract. Any additional or different terms are objected to and will not be binding unless expressly agreed to by Deveraux in writing.
SPECIAL CONDITIONS FOR CROSS-BORDER SALES The following special conditions will apply for cross-border sales:
A. BREAKAGE OR LOSS IN TRANSIT — In case of breakage or loss in transit have notation of same made on expense bill before paying freight. All Claims must be made within 5 days after receipt of products at port of entry.
B. RETURNABLE CONTAINERS — Each container for which a deposit is charged remains the property of Deveraux and must not be used for the shipment or storage of any other material. All such containers must be emptied and returned within 120 days from the date of invoice, transportation charges prepaid to the United States of America port of entry. If so, returned in good condition the deposit charge will be refunded.
C. TITLE AND RISK OF LOSS — For overland shipments from the United States to Canada and Mexico, Product will be delivered, and risk of loss will pass, to Customer in accordance with the Incoterm “Delivered at Frontier” outside the United States and upon the Product crossing the border of the United States and arriving in the territory of the nation where the Product is destined, but prior to the Customer’s clearance at said nation. For overland shipments from Canada to the United States, Product will be delivered, and risk of loss will pass, to Customer in accordance with the United States. For overseas shipments, Product will be delivered, and risk of loss will pass, to Customer in accordance with the Incoterm “Delivered Ex Ship” outside the United States and Chamber of Commerce. Title to Product will be deemed to pass concurrently with risk of loss.
D. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS will not apply.