Terms and Conditions

Below are Latitude Wines Inc.  current terms and conditions for purchase orders to suppliers of goods  for all Latitude Wines Inc. entities.

Definitions:  “LWI” means Latitude Wines, Inc., its respective affiliated and subsidiary companies, and all of their respective owners, principals,  shareholders, partners, joint ventures, officers, directors, agents, servants, employees, predecessors, heirs, successors.  “SELLER/SUPPLIER” means the person and/or entity identified as “Vendor” on this form and its respective affiliated and subsidiary companies, and all of their respective owners, principals, shareholders, partners, joint ventures, officers, directors, agents, servants, employees, predecessors, heirs, successors.  “PO” means this document, called Purchase order, including all its terms and conditions. 

Contract:  LWI and SELLER/SUPPLIER agree that this PO, including all its terms and conditions constitute a binding contract.  By accepting payment and shipping the requested product, SELLER/SUPPLIER agrees to all terms in this PO/contract.

Indemnity:  SELLER/SUPPLIER agrees to indemnify LWI, its officers, directors, employees, insurance carriers, retailers and all others having or sharing an interest herein and hold them harmless for any and all liability which arises out of, or is any way connected with SELLER/SUPPLIER’S acts or omissions, including all claims, loss, damage, personal injury or other liability arising out of or resulting directly or indirectly from this PO.  LWI has the right to pursue indemnity of insurance carriers and others having or sharing in an interest herein under its own name.  It is further the intent of these LWI and SELLER/SUPPLIER  that this indemnity clause is enforceable regardless of the existence and/or payment of defense by any and all insurance policies or proceeds, and any payment of money by insurance companies shall not reduce the amounts due under this agreement.  It is the intent of LWI and SELLER/SUPPLIER that this indemnity clause should be interpreted consistent with California Law with all ambiguities interpreted in favor of indemnity.  SELLER/SUPPLIER further agrees to defend LWI, its officers, directors and employees, retailers, and all others sharing an interest herein, at its own expense and to defend any suit, action or claim brought against LWI founded upon the claim, loss, damage, personal injury or other liability arising out of or resulting directly or indirectly from this PO or the products identified herein. SELLER/SUPPLIER’S duty to defend arises immediately upon claim of liability, regardless of any finding of fault to be made in the course of the litigation for which this defense is owed.  SELLER/SUPPLIER also agrees to pay to reimburse LWI, its officers, directors, retailers, and employees and all other sharing an interest herein, including but not limited to any insurance companies defending LWI, for any and all reasonable attorney’s fees and/or court costs, and the fees and expenses of any expert or expert witnesses involved therewith which may be paid or incurred in defending against all claims, loss, damage, personal injury or other liability arising out of or resulting directly or indirectly from SELLER/SUPPLIER acts or omissions or the performance of this PO.  SELLER/SUPPLIER agrees that LWI has the right to choose counsel of its choice to be paid for by SELLER/SUPPLIER per this agreement.

Material Terms:  This Agreement contains the entire agreement of the Parties with respect to the matters covered hereby, and supersedes any oral or written understandings or agreements between the Parties with respect to the subject matter of this Agreement.  No person or Party is authorized to make any representations or warranties except as set forth herein, and no agreement, statement, representation or promise by any Party hereto which is not contained herein shall be valid or binding.  The terms of this PO are all material and are set forth in this document.  This PO is also conditional on the SELLER/SUPPLIER’S acceptance of it without modification.  Accepting payment and shipping the requested product constitutes your agreement to the terms herein.   Any such changes, additions, deletions, or modifications of any type can only be done in a writing signed by authorized representatives of LWI.

Remedies:  Remedies are cumulative and in addition to those provided by law.  LWI's remedies include incidental and consequential damages.   LWI may reject shipments that are non-conforming.

Inspection/Testing/Rejection:  LWI’s payment does not constitute acceptance of the product in any manner.  SELLER/SUPPLIER agrees that LWI has the right to inspect all goods at any time.  LWI has the right to reject products not conforming.  Any such inspection does not relieve SELLER/SUPPLIER of its contractual obligations.  LWI’s failure to discover or uncover a non-conformance does not constitute a waiver or an excuse to the SELLER/SUPPLIER.  Inspection and acceptance of product does not relieve SELLER/SUPPLIER of liability for latent defects, latent non-conformance, and other latent problems.  The risk of loss for non-conformance remains with the SELLER/SUPPLIER.

Choice of Law:  By completing this transaction, the SELLER/SUPPLIER agrees to submit itself to the jurisdiction of the Unites States of America and the State of California.  For any and all purposes relating to this agreement, SELLER/SUPPLIER agrees that this PO was entered into and performed in the United States of America, The State of California, County of Contra Costa.  This agreement is to be governed by the Laws of the United States of America and the State of California.  If there is a claim or dispute of any type, arising, either in whole or in part, out of this agreement or the product(s), LWI and SELLER/SUPPLIER  agree that venue shall be the Superior Court in and for Contra Costa County or The United States District Court, 9^th Circuit, Northern District of California.

Harmful Ingredients:  SELLER/SUPPLIER is required to notify LWI of any harmful ingredients or defects in any of the SELLER/SUPPLIER’S products.  Such notification shall be done at the time SELLER/SUPPLIER agrees to sell the product or as soon as possible after SELLER/SUPPLIER discovers or learns of such ingredients.

Set Off:  If SELLER/SUPPLIER owes LWI any money for any reason, LWI is entitled to a set off of this PO.  SELLER/SUPPLIER can deduct from the amount it owes under this PO any such amount owed to SELLER/SUPPLIER by LWI.

Severability:  If any provision, or any part of any provision, of this Agreement is, for any reason, held to be invalid, unenforceable, or contrary to any public policy, law, statute or regulation, then the remainder of this Agreement shall not be affected thereby, and shall remain valid and fully enforceable.

Substitutions:  SELLER/SUPPLIER is prohibited from substituting product in any manner without the express authorization of LWI. 

Warranties:  SELLER/SUPPLIER warrants that the products for which it is selling under this PO are free from defects in material and workmanship, meet all specified criteria, and comply with all of the laws of United States of America & each of its states.  All Statements made by the SELLER/SUPPLIER constitutes warranties.  All literature by the SELLER/SUPPLIER constitutes warranties.  SELLER/SUPPLIER warrants that the product complies with all warranties of merchantability and fitness for a particular purpose.  SELLER/SUPPLIER warrants that the product has adequate packaging and labeling.  SELLER/SUPPLIER also warrants it has adequate title of the product to enter into this PO.  SELLER/SUPPLIER warrants that it has valid insurance.  SELLER/SUPPLIER warrants that the product under this Purchase Order complies with all relevant federal, state, local law, orders, rules, ordinances, and regulations and is in compliance with applicable international prohibitions on child labor. SELLER/SUPPLIER certifies that with respect to the production of the articles and/or the performance of the services covered by this Purchase Order, it has fully complied with Sections 6, 7, 12, and 15 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the United States Department of Labor under Section 14 thereof, if applicable.  The SELLER/SUPPLIER warrants that in the performance of this Purchase Order, it will comply with all applicable U. S. Food and Drug Administration and U.S. Customs regulations on hazardous materials and any other pertinent federal, state, or local statutes, laws, rules, or regulations; and SELLER/SUPPLIER further agrees to save LWI harmless from any loss, damage, fine, penalty, or expense whatsoever that LWI may suffer as a result of SELLER/SUPPLIER’S failure to comply with this warranty. The foregoing is in addition to and not in mitigation of any other requirements of this Purchase Order.