Agreement to Allocate Legal Responsibility for Compliance with Proposition 65 to Buyers
The following terms and conditions are incorporated into the terms and conditions of sale for all products sold by AccuTec Blades, Inc. (“SELLER”) to your respective company (“BUYER”).
SELLER hereby informs BUYER that the following goods contain chemicals on the list maintained by the Office of Environmental Health Hazard Assessment (“OEHHA”), which are known to cause cancer or birth defects–or other reproductive harm.
The chemicals identified above have been identified consistent with generally accepted testing protocols for similarly situated manufacturers. The chemicals identified above are subject to change from time to time and, therefore, BUYER agrees to review such list periodically to ensure it has the most current version.
By entering into any sales transaction with SELLER, BUYER expressly agrees to ensure compliance with all requirements of the Safe Drinking Water and Toxic Enforcement Act of 1986, Cal. Health & Safety Code Section 25249.5, et seq. (hereafter “Proposition 65”), including without limitation Section 25249.6, as amended, with regard to any goods that are the subject of this purchase order to the extent such goods (i) are identified above as goods that require Proposition 65 compliance (“Proposition 65 Goods”) and (ii) are subsequently sold, resold, transferred, conveyed, disseminated, or otherwise distributed in any manner that invokes Proposition 65.
BUYER further acknowledges and agrees that SELLER is invoking the rights, privileges, and protections afforded by Section 25600.2(i) of Proposition 65, which allows for reallocating the legal responsibility for providing consumer product warnings mandated by Proposition 65 to the “Retail Seller” as defined by Title 27 CCR 25600.1(l). The parties agree that the terms set forth herein shall constitute a written agreement as contemplated by Section 25600.2(i); that the result of such agreement shall be to reallocate any and all legal responsibility for complying with Proposition 65 to BUYER; and that the parties shall be bound by the written agreement contained herein.
BUYER further agrees that, to the extent it sells, transfers, or otherwise conveys any Proposition 65 Goods to a subsequent “downstream” recipient or buyer, which includes without limitation a co-manufacturer, producer, packager, importer, exporter, supplier or distributor (hereafter “Downstream Recipient”), with or without the understanding or knowledge that such Downstream Recipient may or will sell, resell, transfer, convey, disseminate or otherwise distribute such goods (regardless of whether such goods remain in their original form or are otherwise modified in any way) to another Downstream Recipient, BUYER shall take all necessary steps to ensure that all Downstream Recipients agree to (i) be bound by the terms hereof (or similar terms that would require such Downstream Recipients to comply with the requirements of Proposition 65); (ii) bind their respective buyers similarly; and (iii) comply with all requirements of Proposition 65 with regard to any Proposition 65 Goods. As such, BUYER agrees to incorporate the terms hereof (or language of similar effect) into its terms and conditions of sale through each and every level of sale to ensure that every subsequent Downstream Recipient is bound to its respective seller(s) to comply with all requirements of Proposition 65 with regard to any Proposition 65 Goods. BUYER further agrees that it shall mandate third-party beneficiary status of every level of the sale of the Proposition 65 Goods to and including sale of any consumer product by any Retail Seller. Every subsequent sale or transfer of a Proposition 65 Good must explicitly inform the next buyer that the purchase transaction shifts Proposition 65 responsibility and liability to such buyer as authorized by Title 27 CCR Section 25600.2(i) and obtain such buyer’s explicit written acknowledgement of the same.
Breach of the obligations hereunder by any party to the transaction shall require the breaching party to indemnify, defend, and hold the non-breaching parties harmless for any and all loss, costs, attorneys’ fees, claims, expenses, damages, or causes of action caused by the breach.
The foregoing terms and conditions are incorporated into the terms and conditions of sale for all products sold by SELLER to BUYER, as stated on AccuTec Blades Inc Invoices. To the extent the foregoing terms and conditions conflict with those set forth in Paragraph 12 as stated on AccuTec Blades Inc Invoices, the foregoing terms and conditions shall be controlling and binding upon BUYER.