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.

General Terms and Conditions

1. Application

These Erewhon Purchase Order Terms and Conditions (“Erewhon P.O.
Terms”) apply to the purchase of goods (“Goods”) and/or services (“Services”) by Nowhere Holdco, LLC or any of its direct and indirect subsidiaries and affiliates (“Erewhon”) from the Supplier or Distributor (“Supplier”) under a purchase order. Erewhon’s offer to purchase is expressly subject to Supplier’s acceptance of these Erewhon P.O. Terms and any agreement to which these Erewhon P.O. Terms is attached. Supplier’s execution of this Agreement (or Supplier’s shipment of Goods in response to an Erewhon Purchase Order) constitutes Supplier’s acceptance of these Erewhon P.O. Terms. By accepting an Erewhon Purchase Order or by shipping Goods in response to an Erewhon Purchase Order, Supplier agrees that Erewhon is not bound by any other term or condition in any written acknowledgment, invoice, or otherwise, that is inconsistent with or in addition to the terms and conditions hereof However, 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.

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 specification described in the Purchase Order. Any deviations from these specifications must be approved by Erewhon in writing.

4. Shipments

All shipping costs, fees, and other expenses incurred by the Supplier to deliver the Goods or Services are at the sole cost and expense of the Supplier. All Goods must be delivered in the manner and in compliance with the procedures described and specified in writing herein or as otherwise stated 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 6:00 a.m. to 2:00 p.m., Saturday from 6 am to 12 pm, 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 in an Erewhon Purchase Order for any reason other than that which is solely caused by Erewhon, then Erewhon may: 1) require Supplier to deliver, at Supplier’s sole expense, such Goods by the most expeditious means of transportation; or 2) cancel the purchase order without liability to Erewhon. 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 Erewhon Purchase Order.

A. Retail Shipments: Deliveries are only received within each location’s respective receiving hours. Current receiving hours, subject to change, are Monday through Friday from 6:00 a.m. to 2:00 p.m., Saturday from 6 am to 12 pm, and closed Sunday.

B. Distribution Center Shipments: Suppliers are required to book delivery appointments through DataDocks or unless a different process is specified by Erewhon in writing. A $150 fee will apply for any missed appointment or for delivery made without a scheduled appointment.

5. Inspection

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.

6. Invoices

Supplier shall issue invoices on or any time after delivery of Goods or completion of Services. All invoices must be uploaded into Erewhon’s accounts payable system. The correct purchase order number must appear for each invoiced item and refer to a product description. Invoices that otherwise do not comply may be rejected by Erewhon or may result in delayed processing and payment.

7. Representations, Warranties, and Guarantees

By acceptance of the Erewhon Purchase Order, Supplier makes the following representations, warranties, and guarantees: (a) the Goods shipped, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce pursuant to Sections 404, 505 of 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; (b) if meat, poultry and egg products they comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act, and (c) the Goods comply with Proposition 65 Standards, and all other applicable federal, state and local laws, rules and regulations, (d) the Supplier will in every manner of its business related to an Erewhon Purchase Order obey all applicable laws, rules and regulations, both domestic and foreign, and (e) the Goods conform to applicable specifications, samples, and other information provided by Supplier to Erewhon. Supplier warrants that all Goods hereunder shall be fit for their intended purposes.

8. Price and Payment

The price of the Goods and Services is the price stated in the applicable Erewhon Purchase Order. Such prices include all direct and indirect charges of every kind and nature, including but not limited to packaging, crating, freight, transport, insurance, fees, taxes, duties, or any other carriers’ charges unless separately identified on the applicable Erewhon Purchase Order. Each invoice must match the 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 Erewhon confirmed receipt of the Goods or Services unless otherwise designated on the applicable purchase order or in 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 Erewhon 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 or from the date of Supplier’s invoice, whichever date is later. Supplier will obtain and pay for any licenses, permits, or inspections by public bodies required in connection with the manufacture, completion, or delivery of the Goods.

9. No Infringement

Supplier warrants and represents that the Goods and/or Services provided hereunder do not infringe any intellectual property rights, including but not limited to trade secrets and other recipes owned by any other party other than Supplier (“Intellectual Property Rights”) of any other person. This warranty shall survive notwithstanding payment of or for the Goods or Services by Erewhon.

10. Indemnification

Supplier agrees to indemnify, defend, pay, and hold Erewhon, its subsidiaries and affiliates, and its and their directors, officers, employees, agents, contractors, direct or indirect, successors and assigns harmless from all claims, demands, losses, liabilities, suits at law or in equity, costs and expenses (including attorneys’ fees) brought by any person or entity , including Supplier’s or Erewhon’s agents or employees, resulting or claimed to result, directly or indirectly, from 1) the Goods or Services, including from Erewhon’s purchase, use, shipment, storage, delivery, sale, offering for sale, or other handling of the Goods or 2) Supplier’s actual or alleged breach of any of the representations, warranties, guarantees or other terms and conditions contained herein or in any other written agreement with Erewhon.

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 an Erewhon Purchase Order 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 an Erewhon Purchase Order 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.