PURCHASE ORDER TERMS AND CONDITIONS
1. CONTRACT: You (“Seller”) acknowledge and agree that Doral International Foods, LLC (“Purchaser) placement of any purchase order with Seller and/or acceptance of any items, product, and/or merchandise sold by Seller shall constitute Seller’s consent to be bound by these Terms and Conditions. Such placement of purchase order and acceptance by Seller shall constitute an enforceable contract between Seller and Purchaser, subject to the terms of these Terms and Conditions.
2. CONFLICT BETWEEN TERMS AND CONDITIONS: These Terms and Conditions shall apply to all sales and/or purchases of product and/or merchandise between Purchaser and Seller. Any additional or different terms including terms in any other purchase order, Seller invoice, or order confirmation will have no effect unless expressly agreed to in writing by Purchaser and, in the absence of such writing; any such terms are expressly rejected. Purchaser’s failure to object to conflicting, different, or additional terms and conditions in a purchase order, invoice, or order confirmation shall not be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof. In the event of any conflict between these Terms and Conditions and any terms and conditions presented and/or required by the Seller (including, but not limited to, terms and conditions affixed/attached to the Seller’s invoice), these Terms and Conditions shall govern and control
3. DELIVERY: Time is of the essence for all purchase orders submitted by Purchaser. Purchaser shall receive the product within the time specified on the face side of the relevant purchase order. Unless otherwise stated, all deliveries shall be made F.O.B. Destination. The quantity of the product shipped/delivered must not exceed the quantity specified in the purchase order without written authorization from Purchaser’s Procurement Department. Seller shall deliver the product to Purchaser at the Purchaser’s designated place of destination. Product ordered shall be deemed delivered to Purchaser at the time that the product is unloaded at Purchaser’s place of destination.
4. TITLE: Title of the product shall pass directly from Seller to Purchaser and vest in Purchaser at the time of receipt of product and documents of title, if any, provided that, approval for the product has been obtained by Seller from all necessary departments, agencies, and bureaus of the government of the United States of America and from any other state, local or foreign jurisdiction. In the event such approval has not been obtained prior to the time the receipt of product by Purchaser, then title of the product shall transfer to and vest in Purchaser once required approval is obtained.
5. METHOD OF SHIPMENT: Packaging and method of transportation shall be in accordance with the regulations of common carriers, unless other packaging or method of transportation is authorized by Purchaser. Seller and Purchaser’s names and purchase order numbers must be clearly indicated on all invoices, shipping documents, and correspondence. All packages must be plainly marked with the shipper’s name and the applicable Purchase Order number.
6. PRICING: The prices on this order shall not be modified unless authorized by Purchaser in writing. Prices must be guaranteed by Seller against manufacturer’s or Seller’s own price decline until date of shipment. In the event that prior to final shipment under this purchase order, Seller offers or offers to sell to others goods substantially of the same kind ordered herein at lower prices and/or on terms more favorable to a third party than those stated on this order, the prices and/or terms herein shall be deemed automatically revised to equal the lowest prices and/or more favorable terms at which Seller shall have sold or offered such goods and payment shall be made accordingly. In the event Purchaser shall become entitled to such lower prices, but shall have made payment at any price in excess thereof, Seller shall promptly refund the difference or agree to deduct such difference from next scheduled payment.
7. INVOICES: Invoices must be mailed to Purchaser and contain a full description of products, including lot numbers and codes, and must be accompanied by all documents of title, properly endorsed to order of Purchaser, including but not limited to, bills of lading, prepaid freight bills and copies of signed delivery receipts.
8. RISK OF LOSS: Seller shall bear all risk of loss, theft, or damage to the products until the products are delivered in accordance with the terms of this purchase order and title of the product vests in Purchaser as provided above. Seller shall bear the risk of loss, theft, and damage in the event of rejection or non-acceptance of the product.
9. COST OF DELIVERY: Cost of Delivery to Purchaser’s place of destination shall be paid by Seller or Purchaser as indicated on the face side of the relevant purchase order. When refrigeration is needed to preserve the product, Seller will arrange for such refrigeration needs during transportation of product.
10. WARRANTY: Seller guarantees, warrants, and represents that, at the time of delivery, the product shall conform to the description of the same of the face side of the relevant purchase order and that the product shall be in good and merchantable condition during and through the product’s normal and ordinary shelf life, and free from defects, including but not limited to, defective cartons, dented cans, misprinted material or printed material that does not meet Purchaser’s standards. Seller acknowledges that the product is intended for resale to Purchaser’s customers and that, in the event such customers complain about the quality of the product or otherwise request refunds/credits as a result of perceived quality issues, the product shall be deemed to not meet the merchantability requirements specified herein. Seller shall maintain pasteurization standards to guarantee a minimum of twelve (12) days for fresh crab meat, twelve (12) months for crab meat packed into plastic cups, eighteen (18) months for crab meat packed into metal tin cans, twenty-four (24) months for frozen crab meat packed into vacuum bags, and all other products by declared shelf life according to Purchaser’s policies and date generator documents from date of production to Purchaser. Seller guarantees that its processing standards are free from issues, including but not limited to, black ring, rust, mis-packaging grades within the same lid, etc.
11. All palletized products are to use a standard grocery pallet with plastic or shrink wrap as needed. Seller shall be liable if the product is not in good and merchantable condition at the time of delivery and through its shelf life, under remedies available under Florida law and Florida’s Uniform Commercial Code.
12. RAW MATERIALS: Seller shall not use substitutes of any species or blending of species or use unqualified raw materials not meeting requirements of acceptable food quality.
13. FOOD AND DRUG ADMINISTRATION: Seller guarantees and warrants that at the time of such shipment or delivery, the product contained in any shipment related to this purchase order will not be adulterated or misbranded within the meaning of the Food, Drug and Cosmetic Act, or within the meaning of any other applicable federal or Florida law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Food, Drug and Cosmetic Act and any other regulations promulgated by the Food and Drug Administration. Seller further guarantees and warrants that the receiving, inspecting, transporting, preparing, manufacturing, packaging and storing of the product is conducted under the laws and regulations promulgated by the Food and Drug Administration and other applicable Florida and local laws. Seller guarantees that all additives to any of the products are from batches that are certified in accordance with applicable regulations promulgated under the Food, Drug and Cosmetic Act.
14. SOCIAL RESPONSIBILITY: Seller business practices must adhere to legalized employment practices and ensure proper treatment of employees when packing any of Purchaser’s products or brands.
15. INSPECTION: All products furnished on this purchase order are subject to inspection and acceptance by Purchaser’s Department of Quality Assurance. Acceptance by Purchaser of all or part of goods shall not constitute a waiver of Purchaser’s right to reject or revoke acceptance of the goods, which may be exercised both before and after delivery; nor shall such acceptance waive any claims of Purchaser for breach of warranty, delays in delivery or noncompliance with any other terms of the purchase order.
16. CANCELLATION: Purchaser may cancel all or any part of this order if Seller does not make delivery as specified on this purchase order, or if Seller defaults on any of the terms hereof. In the case of default, Purchaser may procure the product covered by this purchase order from other sources and hold Seller responsible for any excess occasioned thereby.
17. WAIVER: The waiver by Purchaser of any of the terms and conditions herein or stated within a purchase order shall be limited to the particular instance, shall not operate or be deemed to waive any future matter/breach, and shall not be construed to be a waiver of any provision, except for the particular instance.
18. LIENS AND ENCUMBRANCES: Seller guarantees and warrants that the product is free and clear of all liens, security interests, and encumbrances. Seller also guarantees and warrants that Seller: (i) is the sole owner of title of the product and it has the authority to convey title to Purchaser, (ii) has fully complied with customs laws of each country of import, and (iii) has properly declared the product and paid all sums in relation to lawful importation of such product.
19. NO ASSIGNMENT: No assignment of this purchase order shall be made without Purchaser’s written consent.
20. NO ORAL MODIFICATIONS: No agreement altering, modifying, or extending these Terms and Conditions or the terms of any of Purchaser’s purchase orders shall be valid unless in writing and duly signed by both Seller and Purchaser.
21. GOVERNING LAW AND JURISDICTION: These Terms and Conditions and all agreements existing between Seller and Purchaser (whether by virtue of a purchase order or otherwise) shall be governed by the laws of the State of Florida, without regard to its conflicts of law provisions. Seller and Purchaser specifically reject application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms and Conditions and all agreements existing between Seller and Purchaser (whether by virtue of a purchase order or otherwise). The state and federal courts located in Miami-Dade County, Florida shall have exclusive jurisdiction over any disputes arising from or related to these Terms and Conditions, all agreements existing between Seller and Purchaser (whether by virtue of a purchase order or otherwise), and any claims that these Terms and Conditions or above-described agreements were procured by fraud and/or negligent misrepresentation. Seller irrevocably consents to the personal jurisdiction of the state and federal courts in and for Miami-Dade County, Florida, and irrevocably waives any claim it may have that any proceedings brought in such courts has been brought in an inconvenient forum.