Seller acknowledges and agrees that any products offered, sold, shipped, delivered, distributed, stored, handled, or otherwise made available by Seller in, into, or for use in the State of California may be subject to the California Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”), including California Health & Safety Code §25249.6, and all implementing regulations, guidance, and requirements issued by the California Office of Environmental Health Hazard Assessment (“OEHHA”), including Title 27 of the California Code of Regulations, Article 6 (collectively, the “Prop 65 Requirements”).
- Scope Determination and Ongoing Compliance
Seller is solely responsible for determining whether any of its products (including components, materials, packaging, and reasonably foreseeable use, handling, and disposal) may result in an exposure in California to any chemical listed under Proposition 65 that triggers a “clear and reasonable warning,” and Seller warrants that all products made available in, into, or for use in California remain continuously compliant with the Prop 65 Requirements. - Warnings (Including Online/Internet Listing Requirements)
If a Prop 65 warning is required, Seller shall provide and maintain compliant warnings in a clear and conspicuous manner, including on-product/on-package and/or point-of-display methods, as applicable. For products sold or offered for sale via the internet or other electronic listings, Seller shall ensure the warning is provided in accordance with Title 27 CCR §25602 (including being prominently displayed and clearly associated with the specific product such that the purchaser does not have to search for it) and that warning content meets the applicable safe-harbor content requirements (e.g., §25603), as applicable. - Responsibility Allocation; Cooperation
Seller acknowledges that the Prop 65 regulations allocate warning responsibilities among entities in the supply chain and permit allocation by written agreement, and Seller agrees that, as between Seller and the Platform/retailer, Seller is responsible for providing accurate Prop 65 applicability determinations, warning language, and placement/display instructions necessary for the Platform/retailer to transmit warnings (including online warnings) where the Platform/retailer is involved in the sale or display. - Documentation and Audit Cooperation
Upon request, Seller shall promptly provide complete and accurate documentation reasonably necessary to demonstrate Prop 65 compliance, including (as applicable) product chemical/content information, warning determinations, exposure/risk basis for “no warning required” positions, warning text/format/placement records, and supporting records for any claimed exemption or non-applicability. - Change Management
Seller shall provide prior written notice of any change that may affect Prop 65 status (including changes to materials, formulation, suppliers, manufacturing process, packaging, labeling, or intended use) and shall update warnings and supporting documentation accordingly. - Platform Remedies; Indemnity
If any product is suspected or determined to be non-compliant with the Prop 65 Requirements, or Seller fails to provide required warnings or documentation, the Platform may, without liability, take any appropriate action, including removing or disabling listings, restricting sales/shipments into California, canceling orders, withholding funds, or limiting Seller account privileges. Seller shall be solely responsible for, and shall indemnify, defend, and hold harmless the Platform and its affiliates from and against any and all claims, notices, penalties, assessments, settlements, recalls, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to Seller’s failure to comply with the Prop 65 Requirements or Seller’s provision of inaccurate or incomplete Prop 65-related information.