Vendor Terms & Conditions

Any person or entity ("Vendor") who wants to supply Products to GlobalGeeks Inc or its affiliates must accept these Vendor Terms and Conditions ("Agreement") without change. BY ACCEPTING THIS AGREEMENT, YOU (A) ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (B) CERTIFY THAT YOU ARE AN OFFICER OF VENDOR WHO IS AUTHORIZED TO BIND VENDOR TO THIS AGREEMENT
1. Purchase Orders, Pricing and Taxes: This Agreement governs GlobalGeeks Inc's purchase of Products from Vendor. "Products" means all goods, including labeling and packaging, provided to GlobalGeeks Inc. GlobalGeeks Inc is not obligated to purchase Products, and Vendor is not obligated to sell Products, until Vendor accepts a purchase order ("PO"). Vendor will not substitute Products or combine or consolidate POs without GlobalGeeks Inc's consent. Documents that GlobalGeeks Inc signs acknowledging receipt of Products do not constitute acceptance of the Products. GlobalGeeks Inc may modify or cancel POs without penalty before Vendor delivers Products to the carrier. The PO provides Product prices and payment terms, excluding discounts or rebates. Prices include any commissions and other charges, unless otherwise noted. Except as otherwise provided in this Section, Vendor may charge GlobalGeeks Inc any applicable taxes that Vendor is legally obligated to charge purchasers of the Products if the tax amounts are stated separately on Vendor's invoice for the Products. Vendor is responsible for other fees, taxes and duties, including any taxes Vendor may owe on payments Vendor receives under the Agreement. If Vendor requests (or GlobalGeeks Inc provides to Vendor) a resale certificate for the state in which GlobalGeeks Inc is registered for sales and use taxes, then Vendor will not charge or collect from GlobalGeeks Inc any taxes covered by such certificate.
2. Product Images/Information: Vendor will make available to GlobalGeeks Inc (including permitting GlobalGeeks Inc to collect from Vendor's website) all textual materials or metadata requested by GlobalGeeks Inc for each Product ("Product Information"), including product name, UPC, brand, list price, fabric content (if the product is a textile product), electronic images, any Product information or warnings required by law to be disclosed in any sale or advertisement of the Product, country of origin. At Vendor's sole discretion, Vendor may choose to provide GlobalGeeks Inc with Promotional Materials. "Promotional Materials" means any logos, publicity images, and other content or materials Vendor makes available to GlobalGeeks Inc. Vendor grants GlobalGeeks Inc a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a) use, copy and display the Product Information and Promotional Materials on or in connection with any website (or similar ecommerce channel); (b) convert to digital electronic form, excerpt, reformat, adapt or otherwise create derivative works of the Product Information and Promotional Materials; (c) use all trademarks or tradenames included in the Product Information and Promotional Materials; and (d) sublicense any of the foregoing rights to parties participating in GlobalGeeks Inc's "minions" affiliates program and other similar programs where the users are subject to similar restrictions.
3. Warranties: Vendor represents, warrants and covenants that: (a) the Products are genuine and free from defects; (b) all materials and other items incorporated into the Products are new and original (not refurbished or reconditioned, unless Vendor has received GlobalGeeks Inc's prior written consent otherwise; (c) the Product Information and Promotional Materials are accurate and complete, and GlobalGeeks Inc's exercise of its license rights in this Agreement will not violate any third party's rights; (d) Vendor will comply with all laws and rules relating to the Products, and the Products, Product Information, Promotional Materials and import documentation (if applicable) comply with all applicable laws and rules; (e) the Products may be lawfully marketed, sold and distributed throughout the U.S. without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions disclosed by Vendor and consented to by GlobalGeeks Inc in writing; (f) no Product contains ingredients that are regulated by U.S. Drug Enforcement Administration as a controlled substance or listed chemical; (g) no Products will be provided to GlobalGeeks Inc that are subject to U.S. Department of Transportation regulations as hazardous materials without GlobalGeeks Inc's prior written consent; (h) no Products were produced, manufactured, assembled, or packaged by forced, prison or child labor and (i) Vendor possesses clean and clear title to, and has the unencumbered right to sell, each and every one of the Products supplied or to be supplied to GlobalGeeks Inc.
4. Product Returns, Effect of Remedies, Product Recalls: GlobalGeeks Inc may return at Vendor's expense any Product that (a) is damaged or defective, (b) does not conform to agreed specifications or to samples, (c) is subject to recall, (d) was not ordered in the applicable PO, or (e) does not comply with this Agreement. Title and risk of loss for all products returned under this Agreement will pass to Vendor upon delivery by GlobalGeeks Inc to the carrier. Payment of an invoice does not limit GlobalGeeks Inc's remedies. Vendor will provide GlobalGeeks Inc immediate written notice of any recall. Vendor is responsible for costs GlobalGeeks Inc incurs in a recall.
5. Vendor Defense and Indemnification: Vendor will defend GlobalGeeks Inc, its affiliated companies, and their respective officers, directors, employees, and agents (the "GlobalGeeks Inc Parties") against any claim that arises, directly or indirectly, from:
(a) Any death of or injury to any person, damage to any property or any other damage or loss due to any defect in or use of any Product;
(b) Any Product recall;
(c) Any infringement or misappropriation of any proprietary right by Products, Product Information, Promotional Materials, or other content Vendor provides to GlobalGeeks Inc;
(d) Vendor's negligence, strict liability or intentional misconduct;
(e) Vendor's breach of this Agreement; or
(f) Vendor's failure to state accurate Product descriptions, adequate warnings, or instructions (individually, a "Claim", and collectively, the "Claims"). Vendor will indemnify and hold harmless each GlobalGeeks Inc Party against any liability, loss, damage, cost or expense (including reasonable attorneys' fees) incurred by that GlobalGeeks Inc Party relating to any Claim, except to the proportional extent the liability is caused by the negligence or intentional misconduct of that GlobalGeeks Inc Party as determined by a final, non-appealable order of a court having jurisdiction. Vendor will not consent to the entry of a judgment or settle without the GlobalGeeks Inc Parties' prior written consent, which may not be unreasonably withheld. Vendor will use counsel reasonably satisfactory to the GlobalGeeks Inc Parties, and the GlobalGeeks Inc Parties will cooperate in the defense at Vendor's expense. If any GlobalGeeks Inc Party reasonably determines that any Claim might have an adverse effect, that GlobalGeeks Inc Party may take control of the defense at its expense (without limiting Vendor's indemnification obligations). Vendor's obligations under this Section 5 are independent of its other obligations under this Agreement.
6. Limitation of Liability: GLOBALGEEKS INC IS NOT LIABLE TO VENDOR FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR OPPORTUNITIES.
7. Shipping: The parties will agree which party is responsible for managing and paying for transportation of Products to GlobalGeeks Inc. When GlobalGeeks Inc pays for transportation, Vendor will deliver the Products to the GlobalGeeks Inc-designated carrier and title and risk of damage or loss for the Products will pass to GlobalGeeks Inc when Vendor delivers the Products to the carrier. When Vendor pays for transportation, title and risk of damage or loss for the Products will pass to GlobalGeeks Inc when GlobalGeeks Inc accepts the Products. If GlobalGeeks Inc is the importer of any Products, Vendor will prepare and submit all documents required to enter those Products into the United States, and will pay any additional fees or charges due to insufficient documentation. Vendor will be the importer, at its expense, of any Products GlobalGeeks Inc returns to Vendor to a location outside the United States.
8. Confidential Information: Vendor will
(a) protect GlobalGeeks Inc's information that is identified as confidential or that reasonably should be considered confidential;
(b) use this information only to fulfill its obligations under this Agreement; and
(c) promptly return to GlobalGeeks Inc or destroy this information when this Agreement terminates. Section 9 covers all confidential information regardless of when Vendor receives it. Vendor will not use any trademark, service mark, commercial symbol, or other GlobalGeeks Inc proprietary right; issue press releases or other publicity relating to GlobalGeeks Inc or this Agreement; or refer to GlobalGeeks Inc in promotional materials. GlobalGeeks, Inc. reserves the right to have Vendor execute a separate Non-Disclosure Agreement (“NDA”) if GlobalGeeks, Inc. in its sole discretion determines a NDA is warranted.
9. Miscellaneous: Either party may terminate this Agreement with 60 days' prior written notice, subject to Vendor fulfilling all POs it accepts before the effective date of termination. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including representations, warranties, the Product Information and Promotional Materials license, indemnification, insurance, confidentiality, payment obligations, choice of law and jurisdiction, remedies, and guaranties) will survive termination. Any GlobalGeeks Inc affiliate may issue a PO under this Agreement, and POs are the separate obligation of the affiliate that issues the PO. Vendor will not assign this Agreement, or any obligation or right (including any right to payment) in the Agreement, without GlobalGeeks Inc's prior written consent. This Agreement is governed by New Jersey state law, without reference to any applicable conflict of laws rules or the Convention on Contracts for the International Sale of Goods. Vendor irrevocably consents to exclusive jurisdiction of state or federal courts in Camden County, New Jersey courts for disputes arising out of this Agreement. GlobalGeeks Inc's estimates or forecasts are non-binding. GlobalGeeks Inc may either withhold and setoff, or demand payment of, any sums Vendor owes to GlobalGeeks Inc, including any taxes that GlobalGeeks Inc is legally required to withhold from amounts GlobalGeeks Inc pays to Vendor. GlobalGeeks Inc may conduct a reasonable audit of Vendor's records related to this Agreement. If Vendor does not respond within a reasonable period after receiving an audit claim, GlobalGeeks Inc will deduct the claim from Vendor's next remittance. The parties' rights and remedies under this Agreement are cumulative. Either party's failure to enforce any provision will not be a waiver of the party's rights to subsequently enforce the provision. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions. This Agreement incorporates, and Vendor will comply with, the terms, conditions, policies, guidelines, rules and other information ("Program Policies") that GlobalGeeks Inc makes available to Vendor, including any updates to such Program Policies from time to time. To the extent there is a conflict between this Agreement and the Program Policies, the terms of the Agreement will control. Vendor may use standard business forms or other communications (such as invoices, confirmations or shipping documents), but use of these forms is for convenience only and will not alter or supersede the provisions of this Agreement. This Agreement is the entire agreement between GlobalGeeks Inc and Vendor for the purchase and sale of Products, and supersedes all prior agreements and discussions.
Revisions; Continued Use: GlobalGeeks Inc reserves the right to change any of the terms and conditions contained in this Agreement, including any Program Policies incorporated herein, at any time and in its sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms, conditions or Program Policies, or notice of such changes, to Vendor at Vendor's e-mail notice address; or (b) posting of the revised terms, conditions or Program Policies on GlobalGeeks Inc's website. Vendor is responsible for reviewing any revised terms, conditions, policies, guidelines, and information, and any notices of revisions.
VENDOR'S CONTINUED ACCEPTANCE OF PURCHASE ORDERS FOLLOWING GLOBALGEEKS INC'S E-MAILING OR POSTING OF ANY REVISED TERMS, CONDITIONS, OR PROGRAM POLICIES, OR ANY NOTICE OF ANY SUCH REVISIONS, WILL CONSTITUTE VENDOR'S ACCEPTANCE OF THE REVISIONS. IF VENDOR DOES NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, VENDOR MUST NOT CONTINUE TO ACCEPT PURCHASE ORDERS, AND MUST GIVE GLOBALGEEKS INC NOTICE IN ACCORDANCE WITH SECTION 10 ABOVE.