WOODLAND FOODS – PURCHASE ORDER TERMS AND CONDITIONS

 

SECTION I-

1. OFFER & ACCEPTANCE. This Purchase Order (“PO”) is an offer from Woodland Foods, LLC (“Buyer”) to the Seller listed on the front hereof (“Seller”). Seller’s acceptance of the terms and conditions appearing on the front and/or back of this PO (the “Terms and Conditions”) must be without any additions, deletions, or other modifications. Any provision of Seller’s documents accepting or relating to this PO or otherwise that is different from, or additional to, these Terms and Conditions is objected to in advance and shall be rejected and excluded from the Terms and Conditions and this PO, unless Buyer expressly agrees in writing to its inclusion in this PO. ACCORDINGLY, IF THIS PO IS NOT ACCEPTABLE TO SELLER EXACTLY AS WRITTEN, IT SHOULD BE RETURNED TO BUYER IMMEDIATELY. Delivery to Buyer of the goods, products, articles or services (collectively, the “Goods”) covered by this PO constitutes, but is not the sole form of, acceptance of the Terms and Conditions by Seller. By acceptance of this PO, Seller agrees to fully comply with the Terms and Conditions.
2. WARRANTIES. Seller warrants to Buyer, its successors, assigns, customers, and ultimate users of Buyer’s products:

(A) GENERAL. That all Goods, including packaging for the Goods, will: (i) conform in all respects to the descriptions, drawings, specifications and standards of Buyer (the “Specifications”); (ii) be of good material, quality, design and workmanship; (iii) be free from defects (or if services, will be performed in a competent manner in accordance with Buyer’s directions) and will not be adulterated or misbranded under Applicable Law, as defined below; (iv) be safe and fit for the ordinary purposes for which the Goods are used and for which Buyer intends; (v) be merchantable and pass without objection in the trade; (vi) run without variation and be of even kind, quality and quantity within each unit and among all units; and (vii) be properly labeled to disclose all materials used therein and will include all necessary instructions or recommendations relating to the handling, assembly, use and storage; (B) COMPLIANCE WITH LAWS. That all Goods, including all packaging for the Goods, at the time of delivery or furnishing to Buyer: (i) are manufactured in accordance with, and will conform in all respects to, all applicable laws, rules and regulations, as amended, including but not limited to the Federal Food, Drug, and Cosmetic Act (the “FD&C Act”); the Federal Hazardous Substances Act; heavy metals in packaging state statutes (CONEG statutes); California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65); the laws and regulations administered and enforced by U.S. Customs and Border Protection (“CBP”); the U.S. Environmental Protection Act; the U.S. Toxic Substances Control Act; the Fair Packaging and Labeling Act; the Occupational Safety and Health Act; the Fair Labor Standards Act; and the Foreign Corrupt Practices Act (collectively, “Applicable Law”); (ii) are not articles that cannot, under Applicable Law, be introduced into interstate commerce; and (iii) will conform to the Specifications. (D) CERTIFICATION. That upon Buyer’s request it will provide all appropriate written certification(s) that the Goods comply with the Specifications to Buyer’s satisfaction and/or that the Goods comply with Applicable Law and, upon Buyer’s request, Seller will authorize Buyer and its designated agents (including any third parties) to engage in monitoring activities, including on-site inspections following reasonable notice. If any of the Goods are subject to the provisions of the FD&C Act, Seller will provide a signed guaranty consistent with the requirements of 21 U.S.C. § 303(c) and 21 CFR. 7.13 certifying that the Goods are not adulterated or misbranded within the meaning of the FD&C Act, and are not articles which may not, under the provisions of sections 404, 505, or 512 of the FD&C Act, be introduced into interstate commerce. Seller accepts all responsibility for the information provided on any document certifying the Good’s compliance with Applicable Law, including the Good’s value, country of origin or qualification for trade preference. Any liabilities resulting from import claims made with inaccurate or incomplete data are the responsibility of Seller.   (E) TITLE; INFRINGEMENT. That title conveyed to Buyer shall be good and merchantable and its transfer rightful; that the Goods will be delivered free of any security interest, lien or encumbrance; and that the Goods delivered will not infringe, or contributorily infringe or otherwise conflict with any patent, copyright, trademark, trade name or trade dress of another and will not violate the trade secret rights of another. (F) SAFETY. Seller must notify Buyer in writing immediately if Seller learns of any potential violation of any Applicable Law or any quality, safety or labeling problem with the Goods supplied by Seller or any potential violation of Seller’s obligations. Seller hereby assigns to Buyer any warranties related to the Goods, or if Seller cannot assign them, Seller agrees to make claims under them on Buyer’s behalf at Buyer’s request. Seller will ensure that Seller’s employees, agents and subcontractors comply with these Terms and Conditions and, when on Buyer’s premises, Buyer’s safety and security requirements. All of the foregoing warranties shall be in addition to any implied or express warranties (whether created by an affirmation, promise, description, or sample) given by Seller, shall govern in the case of conflict with said implied or express warranties, shall survive delivery or performance or the expiration or termination of this PO, and shall not be deemed waived either by reason of Buyer’s acceptance of or payment for the Goods. (G) FORCED LABOR. That neither Seller nor any of its suppliers, affiliates, servants, employees, independent contractors, agents or representatives will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices in the manufacture, supply, or delivery of the Goods under this PO. Seller agrees to provide Buyer with evidence of its compliance with this provision upon request from Buyer, as well as require similar proof from its suppliers upon request from Buyer.

3. PRICE; TAXES. No charges will be allowed for taxes, transportation, packaging, packing or returnable containers unless otherwise stated in writing. Transportation of the Goods shall be FCA destination (Incoterms® 2020) unless otherwise agreed in writing by Buyer. Time for payment shall commence on the date of receipt of such articles or the date of receipt of a proper invoice, whichever shall last occur. Any adjustments in the amount of Seller’s invoice due to shortage, late delivery, rejection or other failure to comply with any of the terms of this order may be made by Buyer before payment. Buyer may withhold any funds otherwise due to Seller hereunder in the event Seller shall be in default of any of the terms and conditions of this order so long as such default shall exist. Any and all taxes, or duties imposed upon Seller by any governmental authority are included by Seller in the prices and shall be separately itemized on Seller’s invoice(s).
4. INVOICE; DISCOUNTS. Seller shall issue a separate, itemized invoice for each shipment made pursuant to this PO. Each invoice must contain this PO number, the type and quantities of all Goods shipped thereto, a copy of all packing lists and bills of lading, certificates of analysis for each Product, any Phytosanitary certificates for each Product, certificates of Product origin, and certificates of treatment for each Product. All invoices, including all documentation required to be produced by Seller with each invoice, must be approved by Buyer prior to shipment of the Products AND must be electronically mailed (e-mailed) to Buyer on day of shipment. Buyer shall receive Seller’s standard or negotiated discount whether or not the discount is shown on Seller’s invoice. Unless freight and other charges, where applicable, are itemized, all discounts will be applied to full invoice amount. The discount period, if any, begins on the later of: the date of receipt of Seller’s invoice; the date of receipt of the Goods; or the date any corrected invoice is received by Buyer. Buyer may withhold disputed amounts until the dispute is resolved, and Buyer may offset any amounts Seller owes Buyer.
5. PACKAGING; SHIPPING; IMPORT REQUIREMENTS. All shipping containers shall be packed and packaged to (A) ensure safe arrival at the specified destination; (B) secure the lowest transportation costs; and (C) comply with the requirements of common carriers and all Applicable Laws. Seller will ship all Products in containers with sealed locks. Seller’s failure to use a sealed lock on all containers or the damage or loss of a container seal will result in Buyer rejecting the shipment at Seller’s sole cost and expense. Seller shall not use wooden packaging without Buyer’s prior written approval. If Buyer permits Seller to use wooden packaging material, Seller must satisfy all all requirements of Applicable Law, including but not limited to those import requirements set forth by the Animal and Plant Health Inspection Service (APHIS) for wood packaging materials. Seller will properly label all units with Seller’s name, description of Goods (including the name of the Product), best by or manufacture date, net weight, country of origin and manufacture, Seller’s name and address, ingredient statement, Seller’s lot or batch code, any applicable product certification symbol (e.g., “organic”), information detailing any treatment applied, PO number, and any other identifying information Buyer requires. Seller will provide accurate and complete information on all shipping and customs documents, including a description of the Goods, value of the Goods, country of origin and manufacture, currency, and delivery terms, and an itemized packing list showing all such information that must be packed with the Goods. Buyer will not be responsible for deliveries which do not correspond to a valid PO number. If Seller is required to use a means of transportation more costly than the lowest cost means to meet delivery date(s), then Seller shall bear the additional cost, unless otherwise agreed in writing by the parties.  All Products must clear all government agencies, including but not limited to the Food and Drug Administration, the United States Department of Agriculture, and CBP; if any Product is rejected by a government agency or standard set thereof, Seller will bear all costs and expenses of re-exporting and returning the Product or destroying the Product, in any event, with a full refund of all Buyer’s payments.
6. DELIVERY. All deliveries are FCA, the location designated on this PO (Incoterms® 2020), unless otherwise agreed in writing by Buyer. All title and risk of loss shall remain with Seller until the Goods have actually been received and accepted by Buyer, at which time title and risk of loss shall pass from Seller to Buyer. TIME IS OF THE ESSENCE WITH RESPECT TO ALL PROVISIONS OF THE TERMS AND CONDITIONS. Buyer must receive the Goods not later than the specified delivery date(s). Buyer has the unconditional right to reject, without any liability, any Goods received later than the specified delivery date(s).
7. INSPECTION; RESCISSION. Buyer shall have the right to inspect and test the Goods offered prior to delivery, at the time and place after delivery, and at any other time after delivery at Seller’s sole cost and expense. Buyer may reject or revoke its acceptance of all or any part of the Goods that do not conform to Applicable Law or are adulterated, misbranded, contain any defect, or otherwise do not conform with the Terms and Conditions. Rejected or revoked Goods will be held at Seller’s sole risk and expense for not more than 30 days pending Seller’s reasonable instructions and, if Seller so instructs, will be returned at Seller’s sole risk and expense. Rejected or revoked Goods remaining in Buyer’s possession after 30 days may be sold for Seller’s account, destroyed, or otherwise disposed of by Buyer at Seller’s sole expense. Acceptance of certain Goods by Buyer shall not be deemed a waiver of Buyer’s right to revoke said acceptance, reject or revoke future shipments of nonconforming Goods, seek indemnification hereunder, or cancel this Purchase Order. In no event shall payment for the Goods be deemed to constitute Buyer’s acceptance thereof or to prejudice any other rights or claims of Buyer. Seller shall remit to Buyer that portion of the price paid for any rejected or revoked Goods together with all related transportation charges.
8. CHANGES. Unless otherwise provided on the face of this PO, Buyer shall have the right at any time before delivery of all the Goods to make changes in quantities, in Specifications, in delivery schedules, and in methods of shipment and packaging. If such changes cause an increase or decrease in prices or in the time required for performance, Seller shall promptly notify Buyer and an equitable adjustment may be made. Changes shall not be binding on Buyer unless evidenced by a change order issued and signed by an authorized representative of Buyer.
9. FORCE MAJEURE. Buyer may delay delivery and/or acceptance of the Goods occasioned by causes beyond its control.
10. CONFIDENTIALITY; NONDISCLOSURE. Each party may disclose to the other party confidential and proprietary information regarding the other party’s processes, products, business plans, and other confidential matters. The parties agree that they will not disclose to any third parties such confidential information received from the other party or use the other party’s confidential information for its own benefit except in connection with the performance of this PO. The prohibition against disclosure of the other party’s confidential information to any third party does not apply to: (A) information that was known or otherwise available to a party before disclosure by the other party; (B) information that a party to this PO authorizes in writing to be released; (C) information that is or becomes publicly available other than as a result of a disclosure by the receiving party in violation of this PO; (D) information that is or becomes available to the receiving party on a nonconfidential basis from a source (other than the disclosing party) which is not prohibited from disclosing such information to the receiving party by a legal, contractual or fiduciary obligation; or (E) information that is developed by the receiving party independently of the confidential information of the disclosing party.
11. INDEMNITY; INSURANCE. Seller shall defend, indemnify and hold harmless Buyer, its affiliates, related companies, and its customers, and their respective directors, officers, shareholders, and employees, contractors and agents (collectively, the “Buyer Parties”), or any of them, against all claims, causes of action, liabilities, fines, penalties, investigations, recalls, direct, indirect or consequential losses, expenses or damages (all three of which terms include, without limitation, pure economic loss, loss of production time, loss of profits, loss of business, loss of goodwill and similar losses) and other costs and expenses (including without limitation, reasonable fees and expenses of attorneys of Buyer’s choosing), awarded against or incurred or paid by the Buyer Parties, or any of them, arising out of, or resulting in any way from this PO including, without limitation: (A) claims related to the breach of any warranty provided herein or implied by Applicable Law or delay in performance; (B) claims for property damage, personal injury or death; (C) claims that the Goods infringe, or their importation, use or resale, infringes the intellectual property rights of any other person; (D) claims based upon the quality and/or condition of the Goods; (E) claims by governmental agencies, including but limited to those related to forced labor; and (F) claims arising out of the negligent or intentional wrongdoing of Seller or its servants, employees, independent contractors, agents or representatives. Seller agrees that, during the course of fulfilling its obligations under this PO and for four (4) years thereafter, it will maintain automobile liability insurance and workers’ compensation insurance and employers’ liability insurance in amounts reasonably acceptable to Buyer, as well as comprehensive general and product liability insurance, (including products and completed operations liability, contractual liability and protective liability) and personal injury liability in an amount not less than five million dollars ($5,000,000.00) combined single limit. Such insurance shall be written on an occurrence policy form with an insurance company with a current Best rating of A, or better. Seller shall cause its insurance policies to be endorsed to include the Buyer Parties as additional insureds thereunder and will contain a full waiver of subrogation, indemnity, defense or equitable or contractual contribution by the insurer against the additional insureds. Such endorsement shall stipulate that the required coverage will not be reduced or canceled without thirty (30) days’ prior written notice to Buyer. Such endorsements shall also stipulate that such coverage will be primary and that Seller and its insurers will have no rights to share in or otherwise obtain contribution from other insurance maintained by the Buyer Parties. Within thirty (30) days of Buyer’s written request, Seller will provide certified copies of the above-referenced insurance policies, including all endorsements, riders, and exclusions. Compliance with the foregoing insurance requirements shall not limit or obviate in any respect Seller’s obligations to defend and indemnify the Buyer Parties.
12. RECALLS. In the event either party becomes aware of any situation which could result in the seizure, destruction, recall or withdrawal of any Goods, or of the need for any seizure, destruction, recall or withdrawal of any Goods (each event, a “Recall”), such party shall immediately notify the other party of such situation by telephone and by facsimile or email. With respect to a Recall or potential Recall of the Goods, Buyer will have the right, in its sole discretion, to determine the necessity of any Recall of its products that use or incorporate the Goods and to control the administration of any such Recall. Seller will cooperate with Buyer in effecting any such Recall. Seller will maintain all of its production and shipment records to facilitate any Recall. Unless the nonconformity or defect in any Goods subject to Recall is not attributable to any act or omission on the part of Seller, Seller shall indemnify Buyer from and against any and all claims associated with the Recall and reimburse Buyer, upon demand, for all costs and expenses incurred by Buyer in connection with its Recall of nonconforming or defective Goods and for all amounts paid by Buyer for any Goods subject to the Recall, and will use commercially reasonable efforts to mitigate any costs incurred by Buyer as a result thereof.
13. REMEDIES; WAIVER. Buyer shall have all rights and remedies specified in this PO in addition to those specified in the Uniform Commercial Code as adopted in the State of Illinois, the right to set off, and any other remedy allowed by law. All such rights and remedies are cumulative. Buyer’s waiver of, or failure to exercise any right or remedy in response to a breach of the Terms and Conditions by Seller shall not constitute a waiver of any other breach of the same provision or any other provisions of the PO. No right or remedy of Buyer shall be deemed to have been waived unless such waiver is supported by consideration and is in writing signed by Buyer.
14. CANCELLATION; TERMINATION. In addition to its other rights, Buyer reserves the right to cancel this PO or any part hereof at any time on notice to Seller if Seller breaches any of the Terms and Conditions including, without limitation, Seller’s failure to meet the specified delivery dates or delivery of any nonconforming Goods. Buyer also reserves the right to terminate this PO or any part hereof for the sole convenience of Buyer. Seller shall immediately stop all work and shall immediately cause any of its suppliers or subcontractors to cease such work, and Seller shall be paid a reasonable termination fee consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination. Such fee shall be Seller’s only remedy for such termination. Seller shall not be paid for any work done by Seller’s suppliers or subcontractors that Seller could reasonably have avoided.
15. LIMITATION ON BUYER’S LIABILITY/STATUTE OF LIMITATIONS. Buyer shall not be liable for anticipated profits, special, indirect, punitive, incidental or consequential damages, or penalties of any kind. Buyer’s liability for any claim arising out of, in connection with, or resulting from this PO or from performance or breach hereof shall in noT exceed the price OF THE Goods, or unit thereof, giving rise to the claim. Seller must commence any action against Buyer arising from this PO within one (1) year from date the claim accrues.
16. INDEPENDENT CONTRACTOR. This PO does not create an employment relationship, partnership, or joint venture between the parties. Each party is an independent contractor and is solely responsible for its respective employees and subcontractors. Neither party has authority to create any contract or obligations, either express or implied, on behalf of, in the name of, or binding upon the other party.
17. ENTIRE AGREEMENT; Severability; Survival. Except when issued pursuant to a separate subsequent written contract signed by both parties, this PO, and any of Buyer’s attachments hereto, constitutes the entire agreement between Buyer and Seller. The Terms and Conditions cannot be changed, modified, or superseded except by written instrument signed by a duly authorized representative of Buyer. If any part of this PO cannot be legally enforced, it shall not affect the other provisions, which shall remain in full force and effect. The completion or cancellation of any PO will not affect any rights and obligations of any party that by their nature should continue.
18. ASSIGNMENT; INVALIDITY; GOVERNING LAW. Seller may not assign or transfer to any party its obligations under this PO without the prior written consent of Buyer. The invalidity of any provision of the Terms and Conditions shall not affect the validity of any other provisions hereof. This PO and the transaction in connection herewith shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. Each party irrevocably consents to submit to the sole and exclusive jurisdiction of the State and Federal courts in Lake County, Illinois.
19. NOTICES. Any notices or other communications (other than payments) required or permitted to be given to either party shall be personally delivered or sent by first class mail, certified, to the address shown on the front of this PO or a different address previously furnished in writing by that party. Such notice shall be deemed served at the time personally delivered or three (3) business days after the date mailed.

 

20. INDEPENDENT CONTRACTOR. Except as specifically and expressly provided herein, the parties shall be considered independent contractors for the purposes of these Terms and Conditions and any Purchase Order. The relationship between Buyer and Seller shall not be that of partners, agents or joint venturers. Nothing in these Terms and Conditions or any Purchase Order shall be deemed to constitute a partnership, agency agreement or joint venture between them for any purpose whatsoever.
21. CODE OF CONDUCT

The Buyer requires that the Seller observe all applicable law and regulations; the highest standards of business and personal ethics; and act with integrity in an open and honest manner. The seller and their suppliers acting on behalf of the Buyer must comply with the U.S. Foreign Corrupt Practices Act and all other local laws dealing with bribery of government officials and are not permitted to engage in any corrupt practices. A copy of the Act is posted on . A corrupt practice may include, but is not restricted to, the Seller or third party acting on behalf of the Seller providing anything of value, directly or indirectly, to any government official, employee of a government-controlled company, or political party to influence a decision in favor of the Seller or a customer of the Seller, or to obtain any other improper benefit or advantage. The Seller must keep, and furnish to the Buyer, on request, a written accounting of all payments (including any gifts, meals, entertainment or anything else of value) made on behalf of the Buyer or out of funds provided by the Buyer.

 

SECTION II- EMPLOYMENT-RELATED MATTERS

1. Applicable Local Labor Laws: All business activities of the Seller must comply with all national and local legal requirements along with published industry standards pertaining to employment and manufacturing in the applicable country.
2. Forced Labor: The Seller must not use prison labor; forced labor; labor under any form of indentured servitude; physical punishment; confinement; threats of violence; or any other forms of abuse. The Seller will ensure that their employees are not subjected to psychological, verbal, sexual or physical harassment of any other form of abuse and will comply with all applicable laws on harassment and abuse of employees.
3. Slavery & Human Trafficking: The use of slavery or human trafficking (including debt bondage) by The Seller and their suppliers is forbidden.
4. Child Labor Practices: The Seller and their suppliers must comply with all applicable child labor laws and are prohibited from using workers under the legal age of employment in the relevant country or where work interferes with schooling requirements under applicable local laws and regulations. The Seller shall not hire any employee, who is less than 15 years old regardless of the legal age of employment in the relevant country.
5. Working Hours: The Seller must ensure that all employees working on products supplied to the Buyer do so in compliance with all applicable national and local laws and with published industry standards pertaining to the number of hours and days worked and overtime.
6. Compensation: The Seller’s employees working on products supplied to the Buyer must be fairly compensated and provided with wages and benefits that comply with applicable national and local laws.
7. Non-Discrimination: The Seller shall not discriminate in hiring or applying employment practices on the grounds of race, color, religion, sex, age, sexual orientation, physical ability, national origin, or any other prohibited basis or personal characteristic unrelated to job performance and will comply with all applicable employment discrimination laws.
8. Workplace environment: The Seller must provide their employees with safe and healthy working conditions and, where provided, living conditions. This includes, at a minimum, potable drinking water, adequate and clean restrooms, adequate ventilation, fire exits, essential safety equipment, emergency first aid kit, access to emergency medical care, and appropriately lit workstations. The Sellers’ facilities must be constructed and maintained in accordance with the standards set by applicable national and local laws, codes and ordinances.

SECTION III - COMMUNICATION

The Seller may not utilize the Buyer's name, trademarks, logos, graphics or images unless expressly permitted in writing by the Buyer. Significant agreements with distributors, brokers, and Suppliers should be set out in writing. SECTION IV- SUSTAINABILITY & ENVIRONMENT The Seller should continuously strive for greater efficiency and sustainability of their operations. The Seller must comply with all applicable national and local environmental laws and regulations. SECTION V- TRADE RESTRICTIONS The Seller are not required to forego trade with the Buyer's competitors in order to merit the Buyer purchases. The Seller is free to sell products in competition except when otherwise agreed to in writing with the Buyer and/or where the product involved is one in which the Buyer has a substantial proprietary interest because of an important contribution to the concept, design, or manufacturing process. No Seller will be asked to buy the Buyer products in order to start or continue as a Seller.

SECTION VI- CONFLICT OF INTEREST

The Seller should avoid any interaction with the Buyer’s employee that may conflict with, or appear to conflict with, that employee acting in the best interests of the Buyer. While it is impossible to list every circumstance-giving rise to possible conflicts, the following provides limited examples of potential conflicts of interest:

1. Interest in a business: Ownership by the Buyer’s employee or by anyone in a family relationship with such the Buyer’s employee (spouse, parent, sibling, grandparent, child, grandchild, mother-or father-in-law, or same or opposite-sex domestic partner) of a substantial financial interest in the Seller with which the Buyer does business or is seeking to do business.
2. Inducement: Any relationship by the Buyer’s employee or by anyone in a family relationship with such employee with the Seller as a director, officer, employee, agent, consultant, etc.
3. Relationship with other businesses: Any attempt by the Buyer’s employee or by anyone in a family relationship with such employee to induce any purchaser, the Seller, government official, labor union representative, or others to compromise their employment or public duties by the making of any gift, payment, loan or grant of unreasonable favors.

SECTION VII- GIFTS, ENTERTAINMENT. AND CORPORATE HOSPITALITY

Gifts, entertainment, and other hospitality, whether given or received, should be of such a scale and nature as to avoid compromising the integrity or impugning the reputation of all parties. Business decisions will be made on the basis of value, cost, quality, and service. No gift, favor, or entertainment should be provided or accepted if it will obligate or appear to obligate the recipient. Gifts or entertainment may be provided if they are reasonable complements to business relationships, or of modest value and not against the law. The Buyer’s employees may not accept gifts, favors, and entertainment valued at more than $250USD in any one year from the same Seller.  Gifts, favors or entertainment are not needed to conduct business with the Buyer.

SECTION VIII- REPORTING POTENTIAL MISCONDUCT; AUDIT AND UPDATES

If the Seller believes that the Buyer’s employee, or anyone acting on behalf of the Buyer, has engaged in illegal or otherwise improper conduct with respect to their business with the Seller, the Seller should report the matter to the Buyer. The Seller should also report any potential violation of the Code. Reports may be made at codeofconductNA@gamecpm.com. The Seller’s relationship with the Buyer will not be affected by any honest report of potential misconduct.

The Buyer reserves the right to verify the Seller’s compliance with the Code.  If the Buyer becomes aware of any actions or conditions that are not in compliance with the Code, the Buyer reserves the right to demand corrective measures.  The Buyer reserves the right to terminate an agreement with any Seller who does not comply with the Code. It is the Seller’s responsibility to regularly check the site for updates to the Code.