Purchase Order Terms & Conditions

Unless notified in writing by an Erewhon officer, the attached “Standard Terms and Conditions” are deemed incorporated by reference into any electronically received purchase order from Erewhon to any Supplier.

1) Application. These Standard Terms and Conditions of Purchase (sometimes herein these “Conditions”) apply to the purchase of goods (“Goods”) and/or services (“Services”) by Nowhere Holdco, LLC or any of its subsidiaries (“Erewhon”) from the Supplier (“Supplier”) under a purchase order. If there is a written agreement signed by both parties relating to the transaction to which these Conditions may also apply, the terms and conditions of the signed written agreement shall prevail to the extent they are inconsistent with these Conditions. Any terms and conditions contained or referred to in any quotations, acknowledgments, confirmation, invoices, or other documents issued by Supplier are not applicable and of no force and effect, and shall in no way modify these Conditions or bind Erewhon, and are expressly excluded unless Erewhon has expressly agreed in writing to their inclusion. Supplier expressly agrees that these Conditions are binding on Supplier.

2) Purchase Orders. Erewhon will not be deemed to have accepted any Goods supplied or Services performed unless such Goods or Services have been duly ordered on Erewhon’s standard form of purchase order. Any change or variation to a purchase order must be authorized in writing by Erewhon or it shall be of no effect.

3) Quantity and Quality of Goods. The Supplier must supply the Goods or Services in the quantity, quality, and specifications described in the Purchase Order. Any deviations from these specifications must be approved by Erewhon in writing.

4) Shipments. Delivery terms shall be as set out in the purchase order and where none are specified, shall be made to the address specified on the purchase order. Deliveries are only received within each location’s respective receiving hours. Current receiving hours, subject to change, are Monday through Friday from 6 am to 2 pm, Saturday from 6am to 12pm, and closed Sunday. If the Goods and/or Services or any item comprising the Goods and/or Services have not been delivered or performed by the date specified for delivery or schedule for performance in a purchase order for any reason other than that which is caused by Erewhon, Erewhon may: (i) require Supplier to deliver, at its sole expense, such Goods by the most expeditious means of transportation; or (ii) cancel the purchase order without liability. Supplier shall comply with all applicable transportation and logistics requirements of Erewhon. Title and risk of loss pass to Erewhon only with Proof of Delivery (“POD”) at the address specified on the purchase order.Other than deliveries made by postal services and couriers who sometimes use an electronic POD, a POD can only be acknowledged in writing, evidenced by either an Erewhon Receiving Stamp or signature of an Erewhon Receiving Associate placed on the Supplier’s Invoice.

5) Inspection. Any non-complying Goods may be returned by Erewhon to Supplier at the Supplier’s expense. Erewhon's acceptance of delivery or payment for the Goods and/or Services before an inspection by Erewhon will not be construed as an acceptance of the non-complying Goods and/or Services.

6) Invoices. Supplier shall issue invoices on or any time after delivery of Goods or completion of Services and shall remit all invoices to the address specified on the applicable purchase order. The correct purchase order number and applicable line number must appear for each invoiced item as well as the product description. Invoices not sent in accordance with, or which otherwise do not comply with, the specific instructions may be rejected by Erewhon or may result in delayed processing and a corresponding extension of the payment due date.

7) Price And Payment. The price of the Goods and Services is the price stated in the applicable purchase order, or if no price appears thereon, the lower of the price last quoted to Erewhon or the last price published by Supplier for similar goods or services. Such prices include all indirect charges such as packaging, crating, freight, transport, insurance, fees, taxes, duties, or any other carriers’ charges unless separately identified on the applicable purchase order. Such prices are fixed unless otherwise specified and may not be increased without the prior written consent of Erewhon. Each invoice must indicate the correct price in the same units as shown on the applicable purchase order. Erewhon will pay all correctly rendered and undisputed invoices within 30 days from the date of Retailer’s confirmed receipt of the goods unless otherwise designated on the applicable purchase order or a signed written agreement. Payment may be withheld in whole or in part if the Goods or Services are not in accordance with the applicable purchase order or any of the requirements of any written contract between Erewhon and Supplier. Erewhon reserves the right at any time to set off any amount owing to it by the Supplier against any amount payable by Erewhon to Supplier. Any cash discount period offered shall date from Erewhon’s receipt of the goods or services described herein or from the date of Supplier’s invoice, whichever date is later

8) Insurance. Supplier shall notify Erewhon and provide full details if at any time it obtains information that any Goods or Services provided by Supplier may constitute a risk to the health and/or safety of persons. Supplier shall cooperate with Erewhon in relation to any product recalls or other measures which Erewhon may, in its reasonable discretion, take to minimize such risks referred to in the preceding sentence and shall indemnify and hold Erewhon harmless from any related costs reasonably incurred by Erewhon. Supplier shall have in place and maintain in full force all appropriate insurance as is reasonably required for the supply of Goods and provision of Services with a reputable insurance provider in the amount required by law including but not limited to Products and Completed Operations Coverage in a minimum amount of One Million Dollars or such other higher amount as Supplier has agreed in a separate written contract. Supplier shall be responsible for any applicable labeling requirements and shall indemnify and hold Erewhon harmless from any and all fines, penalties, storage costs, or other expenses incurred as a result of the failure of any shipment to comply with such applicable labeling requirements.

9) Warranty. Supplier warrants that all Goods hereunder shall be fit for their intended purposes. Supplier warrants and represents that the Goods and/or Services provided hereunder do not infringe any intellectual property rights (including current and future registered and unregistered rights in respect of copyright, designs, trademarks, trade secrets, know-how, confidential information, patents, invention, discoveries and any other intellectual property rights ("Intellectual Property Rights")) of any other person. These warranties shall survive notwithstanding any delivery, inspection, acceptance, or payment of or for the Goods or Services by Erewhon. Supplier expressly warrants that the goods shipped are not adulterated or misbranded within the meaning of the Federal Food, Drug & Cosmetic Act or any amendment thereto and that they are not articles which may not under the provision of Section 4040 and 505 of the Federal Act, be introduced into interstate commerce.

10) Force Majeure. (1) Neither party shall be held responsible for failure or delay in performance under the Contract to the extent such failure or delay is caused by an event or circumstance that is beyond the reasonable control of the affected party and which by its nature could not have been foreseen or avoided (a “Force Majeure Event”).

11) Miscellaneous. No waiver by Erewhon of any of the provisions of the Contract is effective unless explicitly set forth in writing and signed by Erewhon. All matters arising out of or relating to these Conditions shall be governed by and construed in accordance with the laws of California, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to these Conditions shall be brought in the courts located in Los Angeles California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.