1. Offer and Acceptance. La Colombe hereby offers to purchase from Seller the Products and/or Services  described on the face of the Purchase Order and any attachments and exhibits, whether physically attached or  expressly incorporated by reference as well as a Quote, Estimate, Proposal, SOW or similar document accepted by  La Colombe and reflected on an invoice approved by La Colombe (collectively the “Purchasing Document”) subject  to these Standard Terms and Conditions of Purchase (the “Terms”). Any term or condition different from or in addition  to the terms of the Purchasing Document, whether communicated orally or contained in any purchase order  confirmation, invoice, acknowledgement, release, acceptance or other written correspondence of Seller, irrespective  of the timing, shall not form a part of the Purchasing Document and is hereby expressly rejected, even if Seller  purports to condition its acceptance of the Purchasing Document on La Colombe’s agreement to such different or  additional term or condition. Seller’s acceptance of the Purchasing Document, commencement of performance of the  Purchasing Document (including, commencement of Services, the making or delivery of Products or ordering of  materials), whichever occurs first, shall constitute Seller’s acceptance of the Purchasing Document and/or  performance of the delivery of Products and/or Services hereunder.  
  2. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth  in Section 22 below. 
  3. Price and Payment Terms. (a) The price payable by La Colombe for the Products and/or Services is the price  for the Products and/or Services appearing on the face of the Purchasing Document. If no price appears on the  Purchasing Document, the price for the Products and/or Services shall be the price from the most recent order  between La Colombe and Seller, if any, and shall not be higher than that last quoted by Seller. The price is not  subject to increase. Seller warrants that any prices, rates, discounts and allowances on the Products and/or  Services are not less favorable than the lowest price currently extended to any other customer of Seller for the same  or like Products in equal or lower quantities and/or for the same or like Services. Seller agrees to reduce prices or  increase discounts and allowances, prospectively in the event of any general price reduction or cost reduction and  retroactively in the event that more favorable terms have been made available to other customers of Seller during  the term of the Purchasing Document. (b) Unless otherwise specified in the Purchasing Document, the price for the  Products and/or Services includes all taxes and other charges such as packaging, shipping and delivery charges,  duties, customs, tariffs, imposts and government-imposed surcharges. (c) Seller represents and warrants to La  Colombe that the price for the Products and/or Services and all terms of purchase and any allowances made  available to La Colombe under the Purchasing Document comply (and will comply) with all Applicable Law. (d) Seller  shall deliver invoices upon completion of delivery to La Colombe of the Products/Services covered by the  Purchasing Document. All undisputed invoices shall be payable within 60 days or within 10 days with a 2% cash  discount from La Colombe’s receipt of such invoice. All invoices shall be submitted to All invoices must include the Purchase Order number and, if required in the Purchasing Document, (i) Seller’s  certification of conformance of the Products and/or Services to the Specifications, and (ii) a lien release. 
  4. Delivery and Risk of Loss. (a) Unless otherwise expressly instructed by La Colombe, Seller will deliver all  Products to La Colombe’s facility at the address set forth in the Purchasing Document. Shipping terms are “DDP  destination specified in the applicable Purchase Order INCOTERMS 2020” for international shipments and “DAP  destination specified in the applicable Purchase Order INCOTERMS 2020” for domestic shipments. Seller assumes  responsibility for all shipping and delivery charges including customs, duties, costs, taxes and insurance. The method  of shipment shall be in accordance with the Purchasing Document or, if the Purchasing Document is silent on the  method of shipment, as selected by La Colombe. Title to the Products and risk of loss thereof shall remain with Seller  until acceptance by La Colombe. (b) Seller will preserve, pack, package and handle the Products so as to protect the  Products from loss or damage and in accordance with best commercial practices in the absence of any Specifications  La Colombe may otherwise provide. Without limiting the foregoing, Seller shall observe the requirements of any local  laws and regulations relating to hazardous materials, including, without limitation, with respect to the documenting,  packing, labeling, reporting, carriage and disposal thereof. (c) Seller will include with each shipment of Products an  itemized packing slip identifying the Purchase Order number, the part number (if applicable) for each of the Products,  the quantity and a description of each of the Products, and the date of shipment. (d) Seller shall fully insure all  shipments delivered by carrier up to the total price of the Products.  
  5. Time is of the Essence. (a) Time is of the essence; La Colombe’s schedules are based upon Seller’s  performance of its obligations under the Purchasing Document, including delivery of the Products to La Colombe and/or completion of the Services by the Delivery Date(s). Seller shall immediately notify La Colombe upon knowing  or suspecting that Seller will not be able to deliver the Products and/or complete the Services by the Delivery Date(s),  shall state the reason for such failure and shall provide a new Delivery Date(s); provided, however, in the absence of  La Colombe’s written consent, receipt of Seller’s notice shall not constitute La Colombe’s waiver of Seller’s  obligations to deliver the Products and/or complete the Services by the Delivery Date(s) specified in the Purchasing  Document. (b) If the Products are not delivered and/or the Services are not completed by the Delivery Date(s)  specified in the Purchasing Document, La Colombe may, without liability and in addition to its other remedies, cancel  the Purchasing Document as to the non-conforming Products not yet delivered and/or non-conforming Services not yet completed, purchase substitute items or services elsewhere and charge Seller for any loss incurred, and/or  reject such Products and/or Services. La Colombe’s acceptance of non-conforming Products (including quantities)  and/or Services shall not be deemed a waiver by La Colombe of its rights or remedies hereunder. (c) Products shipped to La Colombe in advance of the  Delivery Date(s) or in excess of the quantities specified in the applicable Purchasing Document may, at La Colombe’s sole  discretion, be rejected or returned to Seller at Seller’s expense. Any provision herein for delivery of Products by  installment shall not be construed as rendering the obligations of the Seller severable. (d) La Colombe will hold any  rejected Products at Seller’s sole risk and expense, including storage charges, while awaiting Seller’s return  shipping instructions. Seller will bear all return shipping charges, including insurance charges La Colombe incurs on  Seller’s behalf. La Colombe may, in its sole discretion, destroy or sell at a public or private sale any rejected  Products for which La Colombe does not receive return shipping instructions within a reasonable time (which shall  be not more than two days from Seller’s receipt of La Colombe’s notice of rejection), and apply the proceeds, if any,  first toward any storage charges. 
  1. Inspection and Rejection. (a) All Products and/or Services (whether or not paid for, partially paid for or fully paid  for) are subject to inspection, testing and approval by La Colombe at any place that La Colombe may reasonably  designate before La Colombe’s acceptance. La Colombe shall have the opportunity to conduct adequate tests to  determine whether or not the Products and/or Services conform to the Specifications. La Colombe shall have the right  to inspect or to be present at any test performed on any Products prior to shipment but no such inspection or  observation of any test shall constitute acceptance of the Products or vary La Colombe’s right to conduct tests upon  and after delivery of the Products. Payment for any Products and/or Services prior to La Colombe’s timely rejection of  such Products and/or Services as non-conforming will not be deemed to constitute La Colombe’s acceptance of the  Products and/or Services. (b) If the Purchasing Document covers the design and/or construction of Products by  Seller, La Colombe’s review or approval of Seller’s designs, drawings or other material shall not relieve Seller of  responsibility for errors in design, construction, or performance, nor constitute a waiver of Seller’s responsibility for  complying with any of the Specifications and other conditions of the Purchasing Document. (c) In addition to any other  rights it may have, La Colombe expressly reserves the right, without liability hereunder, to refuse acceptance of  and/or reject any Product and/or Service that (i) does not conform in all respects to (A) any instructions contained in  or the terms and conditions of the Purchasing Document, (B) the Specifications or (C) the warranties contained herein  and, if broader, any other warranties made by Seller with respect to the Product and/or Service, notwithstanding La  Colombe’s knowledge of a non-conformity, its substantiality or the cause of its discovery, (ii) are in excess of the  quantities specified in the Purchasing Document, or (iii) violate Applicable Law. (d) At La Colombe’s option, La  Colombe may (i) return non-conforming Product to Seller for a full refund or credit; (ii) require Seller to replace the  non-conforming Product with conforming Product and/or re-perform the Service at no additional cost to La Colombe;  (iii) require Seller to repair the non-conforming Product so that it meets the applicable requirements (including those  set forth in the Specifications); or (iv) accept the non-conforming Product and/or Service subject to receipt of a refund  or credit in an amount La Colombe reasonably determines to represent the diminished value of the non-conforming  Product and/or Service. Products and/or Services corrected or replaced by Seller shall be subject to all of the  provisions of the Purchasing Document in the manner and to the same extent as Products and/or Services originally  specified in the Purchasing Document.  
  2. Services. If the Purchasing Document covers the performance of Services for La Colombe or involves  operations by Seller on the premises of La Colombe, Seller shall take all necessary precautions to prevent the  occurrence of any injury to person or property during the progress of such work and shall indemnify and protect La  Colombe against all liability, claims or demands for injuries or damages to any person or property arising out of the  performance of the Purchasing Document including the cost of defending against any such claim.
  3. Product Safety. (a) La Colombe shall have the right to inspect, without advance notice and during normal business  hours: (i) the plant and/or manufacturing facilities of Seller at which Products are produced, (ii) all of the Seller’s facilities  and equipment relating to manufacture, storage and delivery of the Products and all components thereof, and (iii) the  Products (prior to its shipment), to assure Seller’s compliance with these Terms and Conditions. (b) Any Product which  requires microbiological or chemical testing shall not be shipped or transferred without meeting or exceeding the  standards for that Product, or obtaining prior written consent from La Colombe’s Quality Assurance Department. Seller  agrees to pay the reasonable costs of the Product testing, shipping, inspection, and laboratory fees. (c) Seller shall  maintain accurate records of all matters that relate to Seller’s obligations hereunder in accordance with generally  accepted accounting principles and practices uniformly and consistently applied in a format that will permit audit. (d)  In the event of a recall or market withdrawal (as the terms are defined under 21 CFR 7.3) or any seizure of La  Colombe products containing any Products delivered by Seller, and in the event such recall, market withdrawal, or  seizure has resulted from any act or omission of Seller or of any of its suppliers or subcontractors which, for the  avoidance of doubt, would require Supplier's indemnification of La Colombe under this Purchasing Document, Seller  shall immediately reimburse La Colombe for all direct and indirect out-of-pocket expenses incurred by La Colombe in  connection with such recall or seizure. This Section shall be in addition to any other rights or remedies of La  Colombe under these Terms (or at law or equity) in the event of such a recall or seizure and shall survive any  expiration or termination of these Terms or any Purchasing Document.  
  4. Representations and Warranties. (a) Seller represents and warrants that, as of the earliest date of the Purchasing Documents (if multiple documents have been issued) and each Delivery Date(s): (i) (A) it has the full power to enter  into the Purchasing Document and to perform its obligations under the Purchasing Document; (B) it has the right and  unrestricted ability to assign the Products and/or Services, together with any associated Intellectual Property Rights to  La Colombe including, the right to assign any Products performed by Seller Personnel; and (C) the Products and/or  Services, inclusive of any associated Intellectual Property Rights and La Colombe's use thereof, do not and shall not  infringe upon any third party’s Intellectual Property Rights or any other proprietary rights, whether contractual, statutory  or common law; (ii) the Products and/or Services (A), if intended for human consumption, are fit for human  consumption, are of good quality, including good taste, texture, smell and coloring, and are in compliance with all  applicable Kosher requirements and any other requirements as determined by La Colombe regarding the composition,  processing, and/or sourcing of ingredients; (B) conform in all respects to the applicable Specifications and to  recognized commercial standards of quality and function; (C) are free from defects including among others in design,  material and workmanship; (D) are new and of high quality; (E) are performed and completed in a professional and  workmanlike manner; (F) are furnished or installed in conformance with the manufacturer’s recommendation and  specifications, where applicable; (G) are fit for their intended purposes and use by La Colombe and are merchantable;  (H) were not produced and do not contain materials or ingredients which were produced using human trafficking or  slavery; and all materials and ingredients incorporated therein comply with all laws, rules and regulations regarding  human trafficking and slavery of the country or countries in which Seller or Seller’s suppliers conduct business (I) it has  not outsourced or relocated production/manufacturing of the Product to a different facility until the facility is approved by La Colombe; and (J), in their final form and at all stages of production, comply with all Applicable Law; (iii) Seller has  and is conveying to La Colombe, good and, as applicable, marketable and transferable title to all Products, free and  clear of any encumbrances, or deliverables resulting from the Services, provided hereunder, free from all liens and  encumbrances; and (iv) Seller’s provision of the Products and/or Services, including the production of all Products  and the performance of all Services, complies and will comply with all Applicable Law. (b) ANY CONTRARY TERMS  AND CONDITIONS OR OTHER ATTEMPTS BY SELLER TO DISCLAIM ANY SELLER WARRANTY, EXPRESS  OR IMPLIED, PROVIDED UNDER THE UCC OR OTHERWISE, SHALL BE NULL AND VOID AND OF NO FORCE  OR EFFECT WHATSOEVER. (c) Seller agrees that the warranties contained herein shall: (i) be in addition to, but  not limited by, any other warranties of Seller, or any manufacturers’ warranties, either express or implied by law, (ii)  survive acceptance and payment by La Colombe; and (iii) continue for the longest of (A) the period provided by  Applicable Law, (B) 12 months from the date of acceptance by La Colombe of the Products and/or Services or (C)  the guarantee period (or comparable terminology) set forth in the Purchasing Documents or the Specifications (the  “Warranty Period”). (d) In addition to any other rights and remedies to which La Colombe may be entitled, during  the Warranty Period, if La Colombe shall discover that the Product is nonconforming or defective or otherwise not as  warranted: (i) and such non-conformity or defect is discovered after installation, Seller shall pay the cost of removal  and replacement with the proper Product plus the cost of making good all work damaged or destroyed by or as a  result of the non-conforming or defective Product or the removal or replacement of same; and (ii) Seller shall pay all  costs arising from repairing or replacing the non-conformity or defect and putting the Product once again into  operation, or, if the Product forms part of a larger object, putting the larger object once again into operation; and if  the non-conforming or defective Product forms part of a larger object, the 12- month period shall commence upon  delivery of that larger object and incorporation of the Product into the larger object, irrespective of the party by whom  the remaining part of that object was manufactured or delivered. Upon delivery of the replaced or repaired Product  pursuant to subsection (d)(i) preceding, and from the time when the object is once again put into operation pursuant  to subsection (d)(ii) preceding, the term of the relevant warranty shall commence anew. 
  1. Intellectual Property. (a) Any and all Materials that Seller prepares or creates in the performance of the Services  rendered shall be a “work for hire” as defined in Section 101 of the Copyright Act of 1976, as amended. La Colombe shall own the copyright in and to the Materials and may use and exploit them in its sole discretion. In the event that  the Materials or any component of the Materials are deemed not to qualify as a “work made for hire”, Seller hereby  irrevocably assigns all right, title and interest in and to the Materials and all derivative rights therein to La Colombe and the unqualified right to use the Materials in whole or in part, in La Colombe’s discretion, throughout the world in  all languages and to reproduce the Materials in any medium now known or hereafter developed. Seller shall, at La  Colombe's expense, execute or have executed any and all documents prepared by La Colombe, and do all other  lawful acts as may be necessary, useful or convenient for La Colombe to establish, document, and protect such  rights. Seller shall acquire from each of Seller Personnel, if any, the necessary rights to all such works, trademarks,  trade names, service marks, trade dress, logos, copyrights, designs, inventions, patents, trade-secrets, know-how,  specifications, ingredients, characteristics, drawings, formulae, recipes and processes produced by such Seller  Personnel, within the scope of their employment/engagement by Seller in performing Services or delivering Products.  Seller shall obtain the cooperation of each such party to secure to La Colombe or its nominees the rights La Colombe may acquire in accordance with the provisions of this Section. Seller shall, upon La Colombe’s request, execute any  necessary documents to direct issuance of patents or copyrights or other intellectual property of La Colombe with  respect to such works as are to be in La Colombe’s exclusive property as against Seller under this Section or to vest  in La Colombe title to such works as against Seller. (b) Each party owns all rights, title, and interests in and to any of  its Preexisting Materials. Seller hereby grants La Colombe a perpetual, irrevocable, worldwide, transferable, royalty free, nonexclusive license, with the right to sublicense and to grant sublicenses, to use and reproduce Seller's  Preexisting Materials contained in the Materials, together with any new feature of design or improvement thereto. 

    Seller shall provide or cause to be provided to La Colombe a perpetual, irrevocable, worldwide, transferable, royalty free, nonexclusive license, with the right to sublicense and to grant sublicenses, to use and reproduce all third-party Intellectual Property Rights incorporated into, required to use, or delivered with the Products and/or Services. (c) If a  third party enjoins or interferes with La Colombe’s use of any Product and/or Service, then in addition to Seller’s  obligations herein, Seller will (at its own expense) use its best efforts to (i) obtain and maintain any licenses, permits,  certifications, releases and permissions necessary to perform the Services and permit La Colombe to continue to  use the Product and/or Service, including all associated Intellectual Property Rights; and (ii) replace or modify the  Product and/or Service as necessary to permit La Colombe to continue to use the Product and/or Service, including all associated Intellectual  Property Rights; or if (c)(i) and (c)(ii) are not commercially reasonable, then (iii) promptly refund to La Colombe the  amount paid for any Product and/or Service, including all associated Intellectual Property Rights, the use of which  has been enjoined or interfered with by a third party. (d) Seller shall not sell or distribute in any manner whatsoever  to persons other than La Colombe or parties designated in writing by a duly authorized officer of La Colombe any  Products and/or Service, including all associated Intellectual Property Rights, which in any way bear La Colombe logos, trade names, trademarks or labels, even if the Products or Services were rejected by La Colombe as non conforming. (e) Without limiting the foregoing, La Colombe shall be the sole owner of all right, title and interest,  including with respect to Intellectual Property Rights, in and to the Specifications relating to the Products (including  any formulae and recipes related thereto) that Seller is preparing, manufacturing or processing on behalf of La  Colombe, and any modifications thereto, and Seller shall not use such Specifications (or any other Intellectual  Property of La Colombe) beyond the purpose of performing the obligations under this Purchasing Document,  including manufacturing and supplying Products only to La Colombe pursuant to this Purchasing Document. 
  2. Ownership of Items. (a) All Items provided by La Colombe to Seller, including samples and models, are and  will continue to be La Colombe's property. Seller will keep all Items segregated and clearly marked, and Seller will  maintain a complete inventory thereof. (b) Seller shall retain all Items at its own risk. Seller shall insure such Items  against all risks as long as they are in Seller’s actual or constructive possession. Seller shall deliver all Items in a  proper condition to La Colombe simultaneously with the delivery of the last Product covered by the Purchasing  Document, unless La Colombe instructs otherwise in writing. (c) Seller shall not directly or indirectly infringe or  permit the infringement of the Intellectual Property Rights of La Colombe or any other person in respect of any Items. In particular, Seller shall not without La Colombe’s prior written consent use, or authorize or knowingly allow  any third parties to use any Items in connection with or for any purpose other than the delivery of the Products  and/or Services to La Colombe.  
  1. Foreign Corrupt Practices Act. Seller shall comply with all applicable anti-bribery and anti-corruption laws  and regulations, including the U.S. Foreign Corrupt Practices Act and La Colombe’s guidelines related thereto  (collectively, the “Anti-Bribery Laws”). In conformity with the Anti-Bribery Laws, Seller shall not directly or indirectly  make an offer, payment, promise to pay, authorize payment, promise to give, or otherwise induce the giving of  anything of value for the purpose of influencing an act or decision of an official of any government entity, political  party or office (including a decision not to act) to affect any act or decision in order to assist Seller or La Colombe, in  obtaining, retaining or directing any business or securing an improper advantage for La Colombe. Seller shall  maintain books and records that describe in accurate and reasonable detail all expenditures incurred by it in  connection with this Purchasing Document and shall permit La Colombe to review and audit such books and records  at La Colombe’s request. Seller shall have a maintain throughout the term of this Purchasing Document adequate  policies, procedures and controls to ensure compliance with the Anti-Bribery Laws, participate in anti-bribery  compliance training if so requested by La Colombe, immediately notify La Colombe in writing if subsequent  developments cause the statements herein to be inaccurate or incomplete, promptly report to La Colombe any  request or demand for any undue or suspicious payment or other advantage of any kind received by Seller in  connection with the performance of this Purchasing Document and, when requested by La Colombe from time to  time, provide a certification in form and substance satisfactory to La Colombe certifying that Seller and its  representatives are in compliance with this section. Any violation of this provision is considered a material breach of  contract, allowing for immediate termination by La Colombe without notice or opportunity to cure, and Seller will  indemnify La Colombe for all associated costs. 
  2. Changes. La Colombe shall have the right at any time to make changes to any Purchasing Document. If any  such changes cause an increase (or decrease) in the cost or the time required for performance of such Purchasing  Document, an equitable adjustment shall be made, and the Purchasing Document shall be reissued by La Colombe to reflect such changes. Seller agrees to accept any such changes to a Purchasing Document. Nothing contained in  this Section 13 shall relieve Seller from proceeding without delay in the performance of the Purchasing Document in  accordance with such change order. 
  3. Binding Effect; Assignment, Subcontracting and Beneficiaries. (a) These Terms are binding upon and inure  to the benefit of the parties hereto and their respective permitted successors and assigns. (b) La Colombe may  assign its rights and delegate its obligations under these Terms to its affiliates and in connection with a merger, sale  of the business or by operation of law. Any assignment of these Terms or transfer of any rights or delegation of any  obligations under these Terms, in whole or in part, by Seller shall require the prior written consent of La Colombe.  Any attempted assignment or delegation in violation of the foregoing shall be null and void and of no force or effect. (c) Seller may not subcontract any of its rights or obligations hereunder without La Colombe’s prior written consent. If La Colombe consents to the use of a subcontractor, Seller will: (i) guarantee and remain solely  responsible for the satisfactory performance of any obligations subcontracted hereunder and the acts, defaults, and  omission of any subcontractor notwithstanding the review, approval or other action taken by La Colombe with regard  to the selection of a subcontractor. Seller shall be responsible for the actions of the subcontractor (and their laborers  and suppliers) in the performance of the obligations subcontracted hereunder as if the actions were those of Seller;  (ii) indemnify La Colombe for all damages and costs of any kind incurred by La Colombe or any third party and  caused by the acts or omissions of any subcontractor; and (iii) timely make all payments owing to its subcontractors.  If Seller fails to timely pay a subcontractor for work performed, La Colombe will have the right, but not the obligation,  to pay the subcontractor and offset any amount due to Seller by any amount paid to the subcontractor. Seller will  defend, indemnify and hold La Colombe harmless for all damages and costs of any kind incurred by La Colombe and  caused by Seller’s failure to timely pay a subcontractor. The (d) The Purchasing Document benefits solely the parties  hereto and their respective successors and permitted assigns and nothing in this Purchasing Document, express or  implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or  by reason of this Purchasing Document; provided, however that in the event La Colombe approves Seller  subcontracting any of the services hereunder, Seller shall expressly provide in the agreement with such subcontractor  that La Colombe shall be a third-party beneficiary of such agreement. 
  1. Confidentiality. Seller agrees to keep confidential the terms of this Purchasing Document, including without  limitation, each statement of work, all information, inventions, and material concerning the work and services to be  provided hereunder, as well as any other information, in whatever form or medium, which relates to La Colombe or its  affiliates’ business or other information not generally known to the public, including, without limitation, commercial,  business, financial, and technical information, such as its business plans, operations, specifications, formulas,  processes, methods, inventions, flavors, concepts, ideas, applications, ingredients, recipes, know-how, discoveries,  technology, intended use or sale of products, capabilities, systems, pricing, controls, standards, suppliers and  customers, in each case, disclosed before, on or after the date hereof (“Confidential Information”). Seller shall use  the Confidential Information disclosed hereunder only for the purpose of performing the Services and shall keep such  Confidential Information strictly confidential and shall protect such Confidential Information from disclosure to third  parties using the same degree of care used to protect its own confidential or proprietary information of like  importance, but in any case, using no less than a reasonable degree of care. Seller may disclose Confidential  Information to its employees, who have a need to know such information for the purposes of performing the Services,  and who agree in writing to treat such Confidential Information in accordance with the terms of this Purchasing  Document or who are otherwise bound by obligations of confidentiality and nonuse with respect to such Confidential  Information that are no less stringent than those contained herein. Confidential Information shall not otherwise be  disclosed to any third party without the prior written consent of La Colombe. Seller hereby agrees that it is responsible  for breaches of this provision by all third parties to whom it discloses Confidential Information. Upon termination of  this Purchasing Document, Seller agrees to promptly deliver to La Colombe all documents, materials, notes, samples,  prototypes, and other tangible items in the possession or control of Seller or any third-party with whom it has shared  Confidential Information that contain, relate to, or are connected in any way with Confidential Information. This clause  survives the termination of the Purchasing Document.  
  2. Termination/Cancellation. In the event of Seller’s breach of any provision of any Purchasing Document and/or  these Terms, La Colombe shall have the right to cancel such Purchasing Document at any time without liability. La  Colombe shall also have the right to cancel all or part of any Purchasing Document without cause, at any time by  written notice. Upon receipt of any notice of cancellation, Seller will inform La Colombe of the status of all Products  and/or Services as of the date of the notice, and Seller shall be entitled to receive payment for Services properly  performed, and approved by La Colombe, and conforming Products delivered prior to the effective date of  termination.  
  3. Security Interest of La Colombe. Seller grants to La Colombe a security interest, to the extent any advance  payment is made by La Colombe, in any Products and Items made for or purchased under the Purchasing Document and  agrees, promptly upon request of La Colombe, to sign and deliver to La Colombe appropriate UCC forms evidencing  such security interest.  
  4. Indemnification. Seller shall indemnify, defend, and hold harmless La Colombe and its subsidiaries, affiliates,  agents, successors and permitted assigns and each of their respective officers, directors and employees against  any and all losses, damages, liabilities, claims, actions, proceeding, causes of action, judgments, costs and  expenses (including reasonable attorneys’ fees and the costs of enforcing any right to indemnification under these  Terms) relating to or arising out of (i) the provision by Seller and its employees, subcontractors and agents of the  Services provided by and/or the Products delivered hereunder, (ii) the infringement of a third party’s Intellectual  Property Rights or any other rights relating to or arising out of the Products and/or Services and (iii) Seller’s  negligence, willful misconduct, or breach or alleged breach of these Terms. Nothing in this Section 18 shall limit any  other remedy of La Colombe.  
  6. Equal Employment Opportunity. La Colombe is an equal opportunity employer and federal contractor or  subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of  41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by  reference. These regulations prohibit discrimination against qualified individuals based on their status as  protected veterans or individuals with disabilities and prohibit discrimination against all individuals based  on their race, color, religion, sex, sexual orientation, gender identity or national origin. These regulations  require that covered prime contractors and subcontractors take affirmative action to employ and advance in  employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity,  national origin, protected veteran status or disability. The parties also agree that, as applicable, they will  abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to  the notice of employee rights under federal labor laws. 
  7. Insurance. (a) In addition to any coverage required by law, Seller shall, at its own expense, secure and  maintain for the later of the expiration of the term of any Purchasing Document and through completion of the  Services and/or delivery of the Products hereunder, insurance coverage in amounts not less than the following: (i)  (i) Commercial general liability coverage using ISO Form CG 00 01 04 13 (or a substitute providing equivalent  coverage) as follows: General Aggregate Limit of not less than $2,000,000, Product-Completed Operations  Aggregate Limit of not less than $2,000,000, Each Occurrence Limit of not less than $1,000,000 (such policy shall  include (as applicable) (i) protective liability coverage, (ii) product and completed operations coverage, (iii)  contractual liability coverage, (iv) personal injury coverage, including libel, slander, wrongful eviction and false arrest,  and (v) separation of insureds (cross liability) clause as approved by La Colombe); (ii) Workers compensation  coverage providing statutory limits of liability, plus employers liability limits of not less than $1,000,000 per  disease/accident/ employee, which policy will contain a waiver of subrogation in favor of La Colombe; (iii)  Commercial automobile liability coverage for all owned, non-owned and hired vehicles with single combined limit of  not less than $1,000,000 per occurrence; and (iv) Professional liability (errors and omissions) coverage with limits of  not less than $2,000,000 per claim and $2,000,000 annual aggregate, with a retroactive date prior to the  commencement of Seller’s Services. (b) La Colombe and its officers, directors/managers, employees and agents  (“La Colombe Parties”) will be named as additional insureds by blanket endorsement (ISO CG 2010 04 13 or  equivalent) on Seller’s commercial general liability coverage. Such policy will apply as primary and non-contributory  with respect to insurance afforded to La Colombe Parties. All insurance providers must maintain an A.M. Best rating  of “A-” with a financial size category of VIII or better. Except for the professional liability policy, all policies will contain  a provision or endorsement expressly waiving any and all rights of subrogation against La Colombe Parties, and  waive any other right of the insurers to any offset or counterclaim or any other deduction, whether by attachment or  otherwise, in respect of any liability of La Colombe Parties. Certificates of insurance evidencing all insurance  required hereunder, together with copies of any additional insured blanket endorsements, will be provided to La  Colombe prior to Seller’s commencement of activities hereunder and thereafter promptly upon the renewal or  replacement of each required policy of insurance. Seller will promptly notify La Colombe of any loss of insurance or  reduction of coverage on account of revised limits, claims paid or any other reason. Any failure or neglect of La  Colombe to demand evidence of insurance, or failure of La Colombe to identify a deficiency in Seller’s insurance  from evidence provided, will not be a waiver or release of Seller’s obligation to maintain the insurance required  herein. Further, La Colombe’s acceptance any evidence of insurance does not constitute La Colombe’s approval  thereof or agreement the insurance requirements herein have been met. If Seller fails to maintain the insurance  required herein, La Colombe will have the right, but not the obligation, to purchase such insurance at Seller’s  expense or terminate this Purchasing Document for cause. Seller will provide La Colombe with a certified copy of the  policy for any insurance coverage required herein within ten (10) days of La Colombe’s request. La Colombe retains  the right to withhold payment under this Purchasing Document without possession of an effective certificate of  insurance with adequate coverage hereunder. (c) Seller will require all of Seller’s contractors (and any  Subcontractors) of any tier to purchase and maintain insurance equivalent to that required of Seller hereunder;  provided, however, if a consultant or subconsultant cannot reasonably supply any required insurance (or if certain  requirements are excessive or unreasonable with respect to the scope of work of the consultant or subconsultant),  Seller may request a waiver of the applicable requirements from La Colombe, which waiver may be granted in La  Colombe’s discretion. Upon La Colombe’s request, Seller will have its subcontractors submit evidence of insurance  to La Colombe in the same manner as Seller. La Colombe retains the right to withhold payment without possession of an effective  certificate of insurance with adequate coverage hereunder. 
  1. General. (a) These Terms, including all Purchasing Documents, constitute the complete and exclusive agreement and understanding between the parties in respect of the matters dealt with herein and supersedes and  preempts any prior and contemporaneous understandings, agreements or representations by the parties, written or  oral, with respect to the subject matter hereof in any way. (b) Seller’s parties’ obligations, limitations and/or  representations under these Terms, which by their terms or nature would continue beyond expiration or termination  of these Terms, including without limitation Sections 9 (Representations and Warranties), 10 (Intellectual Property),  15 (Confidentiality), 18 (Indemnification) and 19 (Liability) shall survive the expiration or termination of these Terms  for any reason. (b) The Purchasing Documents and these Terms shall in all respects be governed by and construed  under the laws of the State of New York without regard to conflict of law principles. The parties agree that any claim  or dispute arising under this Purchasing Document shall be resolved by a court located in New York County, New  York. (c) The word “including” shall mean including without limitation. (d) Any notice to be given under a Purchasing  Document will be in writing and addressed to the party at the address stated in the front of the Purchase Order with a  copy to LCT OpCo LLC, 200 Lafayette Street, 6th Floor, New York, New York 10012, Attention: Chief Legal Officer and  General Counsel with a copy to Whenever notice is required by law or these Terms to be given,  such notice shall be in writing and may be given personally (by hand delivery or by same-day courier with confirmed  receipt), by electronic means (with confirmation of receipt), certified or registered mail (in each case, return receipt  requested, postage prepaid) or guaranteed nationally recognized overnight courier. Notice shall be effective upon  receipt by the receiving party pursuant to the terms herein. (e) If any provision of these Terms shall be held invalid,  illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall be unimpaired, and  the rights, remedies and obligations of the parties shall be construed and enforced as if these Terms did not contain  the particular provision(s) held to be invalid, illegal or unenforceable unless to do so would contravene the present  valid and legal intent of the parties. (f) Any waiver by either party of a breach of any provision of these Terms will not  operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other  provision of these Terms. The failure of a party to insist upon strict adherence to any term of these Terms on one or  more occasions will neither be considered a waiver nor deprive that party of any right thereafter to insist upon strict  adherence to that term or any other term of these Terms. Any waiver must be in writing and signed by the party so  waiving. (g) It is understood and acknowledged that the Services and Products provided by Seller hereunder shall be  in the capacity of an independent contractor and not as an employee or agent of La Colombe. La Colombe will not  have direct control over any of the essential terms and conditions of employment of Seller, and Seller shall control  the conditions, time, details, and means by which Seller performs the Services hereunder. La Colombe shall have  the right to inspect the work of Seller as it progresses solely for the purpose of determining whether the work is  completed according to the applicable Purchasing Document and these Terms. Seller has no authority to commit, act  for or on behalf of La Colombe, or to bind La Colombe to any obligation or liability. Neither Seller nor Seller  Personnel shall be eligible for nor shall they receive any employee benefits from La Colombe and Seller shall be  solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state  disability premiums, and all similar taxes and fees with respect to any individual providing services hereunder, and  shall be solely responsible for any employment-related claims including but not limited to workers’ compensation,  discrimination, harassment, or any EEOC charge. (h) These Terms benefit solely the parties hereto and their  respective successors and permitted assigns and nothing in these Terms, express or implied, confers on any third  party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms;  provided, however that in the event La Colombe approves Seller subcontracting any of the Services hereunder,  Seller shall expressly provide in the agreement with such Subcontractor that La Colombe shall be a third-party  beneficiary of such agreement. (i) These Terms may be modified by La Colombe at any time for any reason without  notice to Seller. (j) If there is a conflict between the terms of the Purchase Order and any other Purchasing  Document, the conflict will be resolved in favor of the Purchase Order. (k) All capitalized terms used in this  Purchasing Document, to the extent not defined elsewhere in this Purchasing Document, shall have the following  meanings: “Applicable Law” means any statute, law, ordinance, rule, regulation or order promulgated by any federal,  state, local or foreign government or court of competent jurisdiction, administrative agency or commission or other  governmental authority or instrumentality, domestic or foreign, or any quasi-governmental or private body  exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority. “La Colombe”  means LCT OpCo LLC, a Pennsylvania limited liability company, and each of its parent, subsidiaries and affiliates  (which shall include any corporation or entity which, directly or indirectly, controls, is controlled by or is under  common control with, LCT OpCo LLC), and each of their respective successors and assigns, individually and  collectively. “Delivery Date(s)” means the date or dates specified in the Purchasing Document by which the Seller  is required to deliver the Products and/or complete performance of the Services. “Intellectual Property Rights”  means any and all tangible and intangible: (i) copyrights and other rights associated with works of authorship  throughout the world, including moral rights, and all derivative works thereof; (ii) trademark, service mark and trade  name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other  industrial property rights, and all improvements thereto; (v) rights of publicity; (vi) all other intellectual and industrial  property rights (of every kind and nature throughout the world and however designated) whether arising by  operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions,  continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing). “Materials” include, but not be limited to, any and all writings, designs, Specifications, deliverables, source code, artwork, video, animation, data/content, database schema, format, documentation, trademarks (along with the  goodwill of the business associated therewith), logos, models, drawings, photographs, physical property, reports,  formulas, patterns, devices, compilations and other materials developed, created or delivered by Seller, whether or  not protectable under Title 17 of the U.S. Code, created for La Colombe by Company, whether alone or with others,  and whether they be created by independent contractors, employees, agents or subcontractors of Company in  connection with delivery of the Products and Services. “Items” means any and all samples, models, stamps,  drawings, forms, molds and/or other products or items delivered by La Colombe to Seller in connection with the  Purchasing Document, or manufactured or bought by Seller on behalf and on account of La Colombe. “Preexisting  Materials” means any Intellectual Property Rights or tangible personal property of Seller or La Colombe created  before the date of a Purchasing Document or outside the scope of such Purchasing Document. “Products” means,  individually and collectively, all materials, supplies, equipment, parts, accessories, ingredients, Specifications,  drawings, designs (including calculations, models and molds) and other items specified in a Purchasing Document to be sold or leased to La Colombe and, unless the context otherwise requires, installation and other Services  related to the Products which Seller has agreed to provide. “Seller” means the seller identified in a Purchasing  Document. “Seller Personnel” means Seller’s employees, consultants, agents, independent contractors and  Subcontractors. “Services” means, individually and collectively, the services that Seller is to perform for La  Colombe specified in a Purchasing Document, together with all deliverables resulting from the Services provided,  and including any installation services related to the Products which Seller has agreed to provide. “Specifications”  means any and all specifications, drawings, samples, models, diagrams, bulletins, engineering sheets, guarantees,  warranties and other materials or performance criteria describing or detailing applicable requirements or attributes  of and relating to the Products and/or Services, including Seller’s quotation or proposal, and Seller’s brochures or  catalogs. “Statement of Work” or “SOW” means the document specifying, without limitation, the scope, objective  and/or time frame of the Products and/or Services that Seller will provide to or perform for La Colombe.  “Subcontractor” means a third-party performing work under an agreement with Seller. “UCC” means the New  York Uniform Commercial Code.


Published April 2024