Purchase Order Terms

By placing an order with Rivalry Runway, Purchaser agrees to the terms below. “Rivalry Runway” including its consultants, employees, affiliates, and associates may be referred to collectively as the “Seller” or “Rivalry Runway” throughout this Purchase Order Terms Agreement.


  1. RECITALS: By placing an order, Purchaser agrees it has reviewed the clothing material, mock ups, samples, line sheets and/or information that is subject to this Purchase Order (“Goods”), and that such Goods are in full compliance therewith. Purchaser acknowledges that Seller had relied upon these representations in accepting Purchaser’ proposal. Purchaser understands that the Seller’s goods, specifically its denim jackets, may have a natural variance in denim color due to the dye process, and Purchaser accepts denim jackets or other goods with variances in color. 
  2. THE PURCHASE ORDER: This Purchase Order is the exclusive contract between the parties and supersedes all prior representations or agreements, whether written, oral, expressed or implied. This Purchase Order (including the Special Conditions thereto and any applicable riders, attachments, addenda, and/or exhibits) cannot be altered or modified except through (1) a written amendment executed by authorized representatives of Purchaser and Seller or (2) by changes to the language herein specifically initiated by authorized representatives of Purchaser and Seller. All other purported modifications are prohibited and have no effect.
  3. DELIVERY AND RISK OF LOSS: Shipping dates given in advance of actual shipment are estimates, and do not represent fixed or guaranteed shipping dates. Rivalry Runway is not able to adhere to special requests regarding shipping goods in Purchaser’s order all together versus separately. Goods will ship as they are ready, meaning goods in Purchaser’s order may ship together or separately depending on production timeline for each. Seller shall not be liable for any loss or damages as a result of any delay and delivery due to any cause beyond Seller’s reasonable control, including without limitation, an act of God, act or omission of Purchaser, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, inability to obtain materials or delay in transportation or any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay. Unless otherwise agreed, all sales are made Free on Board point of shipment, and title and all risk of loss or damage shall pass to Purchaser upon shipment. For orders having a final destination outside the U.S., however, legal title and risk of loss or damages pass to Purchaser when the products enter international waters or airspace or cross an international frontier. Any damage to the Goods or loss of any kind occasioned in transit shall be borne by Purchaser notwithstanding the manner in which the goods are shipped or who pays freight or other transportation costs.
  4. TERMINATION OF PURCHASE ORDER: Seller may terminate at its convenience this Purchase Order at any time for any reason with written notice to Purchaser. In the event of termination by Seller, in no event shall Purchaser be entitled to unabsorbed overhead, anticipatory profit or damages of any kind or nature, direct or indirect, incidental or consequential. However, if there exists no offset of credit due to Purchaser due to the fault of Seller, Purchaser will reimburse the amount paid by Seller to Purchaser for the Goods. Purchase Order may only be terminated by Purchaser in the event that Seller has not begun any work for the Purchase Order whatsoever, including but not limited to order processing, design, production, assignment of inventory or use of inventory, etc. Once work for the Purchase Order begins, Purchase Order is non-refundable regardless of whether or not it has shipped.
  5. TERMS OF PAYMENT: Unless otherwise agreed, payment terms shall be immediate upon receipt of Purchase Order. Purchaser shall pay the purchase price quoted plus any applicable taxes and fees. In no event shall Seller ship the Goods or begin work on the Purchase Order until payment in full has been received. In the event that the Purchaser requests to write an advance Purchase Order, meaning payment and order is processed at a later date requested by the Purchaser, payment will be processed as close to the requested date as possible, but may not be exact and can range within one (1) month of the requested date. 
  6. NO BACK CHARGES: In no event shall Purchaser be allowed to charge or back charge Seller for any delay, for any liquidated damages or any combination thereof, caused, in whole or in part, by an act or failure by Seller to act, and Seller shall not be liable to Purchaser for any assessment, charge or back charge that is actually levied, charged or assessed against Purchaser. 
  7. NONDISCLOSURE AND NON-USE OF PROPRIETARY INFORMATION: “Proprietary Information” means any information, line sheets, samples, mock ups, photographs, designs, drawings, in whatever form, including, but not limited to, formulations, processes, documented information, machine readable or interpreted information, and information contained in physical components, that Seller considers as proprietary. Purchaser and its employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly, and will not use it without Seller’s active involvement and will not transfer or disclose it without Seller’s prior written consent. All such Proprietary Information remains property of Seller. No right or license is granted hereby to Purchaser or its customers, employees or agents, expressly or by implication, with respect to the Proprietary Information or any patent, patent application or other proprietary right of Seller, except for the limited use licenses implied by law. 
  8. INTELLECTUAL PROPERTY: All designs created are the Intellectual Property of Rivalry Runway (the Seller) and the Purchaser in no event has any ownership over designs regardless of if the Purchase Order is placed for a custom design order or for Rivalry Runway Stock Designs, and therefore Rivalry Runway (the Seller) reserves the right to sell any and all designs it creates to any and all interested parties, including but not limited to any retailers, businesses, organizations and individuals. Purchaser may not use any designs produced and created by Rivalry Runway in any way without formal written consent from Rivalry Runway. 
  9. CUSTOM ORDERS: If a custom purchase order is placed, the Seller will not start the design process until clear design direction is provided by the Purchaser. If design direction is not finalized at the time of writing the purchase order, it is the responsibility of the Purchaser to provide clear and final design direction in order for the Seller to begin the design process. Rivalry Runway is not responsible for following up with the purchaser for design direction. 
  10. ATTORNEY’S FEES: In the event that Seller engages an attorney to enforce any of the terms, conditions, obligations or provisions of this Purchase Order, to protect Seller’s interest in any matter arising out of or relating with the scope of this Purchase Order, to collect any damages or claim breach of this Purchase Order, to prosecute or defend any claim or suit resulting from or associated with the Purchase Order then Purchaser agrees to pay Seller all reasonable costs, charges, expenses and attorney’s fees incurred in enforcing or defending any claim or suit under this Purchase Order.
  11. LIMITED WARRANTY: Seller warrants to Purchaser that the Goods shall be free from defects beyond reasonable wear and tear and those that commonly exists in the Goods. The foregoing warranties are in lieu of all other express and implied warranties, including without limitation, any warranty of merchantability or fitness for a particular purpose, whether known or unknown to Seller. In the event of any type of claim hereunder, including, but not limited to, a warranty claim, Seller, at its sole and exclusive option, and as Purchaser’s sole and exclusive remedy, shall either provide the Goods at Seller’s own expense, repair or replace the affected areas of the Goods or refund the price paid by Purchaser to Seller under this Purchase Order. Seller’s warranty is conditioned on Purchaser handling and maintaining the Goods in accordance with good and safe practices, not making any unauthorized repairs or alterations and not being in default of any payment obligation owed to Seller. The warranties and remedies set forth in this section are Seller’s sole and exclusive warranties therefore.
  12. LIMITATION OF LIABILITY: IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, FINANCING COSTS, LOSS OF INCOME, LOSS OF REVENUE, WHETHER SUCH DAMAGES ARE ASSERTED IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. PURCHASER SHALL ASSUME ALL RESPONSIBILITY FOR ANY INJURY OR DAMAGE TO PURCHASER OR OTHERS BASED ON OR ARISING OUT OF POSSESSION, HANDLING OR USE BY PURCHASER OR BY OTHERS OF ANY MATERIALS PURCHASED FROM SELLER FOR ANY PURPOSE WHATSOEVER, AND SHALL HOLD AND SAVE SELLER HARMLESS OF AND FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, ACTIONS AND CAUSES OF ACTION WHATSOEVER ARISING FROM OR GROWING OUT OF SUCH INJURY OR DAMAGE.
  13. INDEMNIFICATION: To the maximum extent permitted by law, Purchaser agrees to defend, indemnify, and hold harmless Seller, together with its employees, agents, representatives, and any other person to whom it may be liable in connection with the Goods (collectively referred to as “Indemnitee”), against and from actual or alleged liability arising from or related to Seller’s performance or non-performance, Purchaser’s performance or non-performance of this Purchaser Order, defects in Goods not caused by Seller, claims, demands, liens, and damages of any and every nature whatsoever (“Claim”), including the cost of defense of Indemnitee thereof, for which Claim is made against Indemnitee or for which Indemnitee may be or is liable for by reason of (1) Purchaser’s default or breach, including but not limited to its failure to perform completely and timely, or to pay any obligation timely, and/or (2) damage to property or personal injury, including death, to anyone whether an employee of Purchaser or any other person. Purchaser agrees to defend, indemnify, and hold harmless Indemnitee regardless of whether such Claim was caused by the partial negligence of Indemnitee and any other person but only to the extent of Purchaser’s negligence. Purchaser further agrees that Seller shall have the right to approve Purchaser’s choice of counsel to defend any Claim arising hereunder, and such approval shall not be withheld unreasonably. 
  14. INSURANCE: Purchaser assumes responsibility and liability for any and all necessary Insurance and Purchaser agrees to assume all risk of loss arising from or pertaining to the possession, operation or use of the Goods. Purchaser shall obtain and maintain insurance sufficient to cover all risks of loss associated with use of the Goods and such insurance will be on the primary basis to any insurance that Seller may maintain. 
  15. ACCEPTANCE AND CHOICE OF LAW: This Terms of Purchase Order and the Purchase Order itself is the valid and binding contract between the parties. This Terms of Purchase Order and Purchase Order shall be governed by and construed according to the laws of Tennessee. 
  16. NOTICE: All written notices shall be deemed given only when in writing and personally delivered, facsimiled, given by telegram with written confirmation copy following, or mailed certified postage prepaid to the parties at the address specified in the Purchase Order. Either party may, from time to time, by notices herein provided, designate a different address to which notices to it shall be sent.
  17. JOINT NEGOTIATIONS: The Purchaser agrees and stipulates conclusively that the Purchaser has read and understands all of the terms and conditions of this Purchase Order and has entered into the joint negotiations that culminated in this Purchase Order. Purchaser further stipulates conclusively that both parties participated equally in the drafting of all of the terms and conditions of this Purchase Order, even though the terms and conditions appear on a printed form. Finally, Purchaser stipulates conclusively that this Purchase Order should not be construed against the Seller. Purchaser and Seller acknowledge and agree that each party has been advised and/or have had a full and complete opportunity to consult with legal counsel and understand the legal effect of the covenants, obligations and representations of this Purchase Order.
  18. ENTIRE AGREEMENT: This Purchase Order contains the entire agreement of the parties and there are no other promises or conditions in any other agreement, whether oral or written. Terms and conditions of this Purchase Order prime and negate any conflicting or contradictory provisions of any dray ticket, rental or leasing agreement, indemnification clause or other document of the Seller, including Seller’s own Purchase Order, whether presented to Purchaser as a receipt or acknowledgement for materials, services or equipment provided by Seller to Purchaser.
  19. SEVERABILITY: If any provision of this Purchase Order shall be held to be invalid or enforceable for any reason, the remaining provision shall continue to be valid and enforceable. If a court finds that any provision of this Purchase Order is invalid or enforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.