FEED ME FOOD, LLC
“FMF”
GENERAL TERMS AND CONDITIONS
1. Orders
1.1 Seller will use commercially reasonable efforts to fulfill all orders it accepts. FMF shall be entitled to change or cancel an order, or any part of any order, at any time prior to delivery, on written notice to Seller.
1.2 Orders are FOB FMF facility. FMF takes possession of the order at FMF facility.
1.3 Orders shall be delivered on heat-treated pallets.
2. Warranties
2.1 Seller represents to FMF that all goods sold to FMF (a) will on delivery comply with such specifications as may have been agreed by FMF and Seller in writing (the “Specifications”) by presenting a Certificate of Analysis, (b) are manufactured in accordance with good manufacturing practices, (c) are subject to a quality assurance system to ensure compliance with the foregoing, and (d) will be free of any liens and encumbrances on delivery.
2.2 Seller shall verify that the goods ordered and the accompanying documentation, packaging, labeling and/or other information meet the governmental requirements necessary in the country of destination and shall inform FMF with respect thereto in writing.
3. Prices.
The Prices charged for Products shall be the prices and charges agreed to by the parties at time of order.
3.1 Prices quoted shall include VAT, import and export duties, excise duties and other taxes or levies imposed or charged in relation to goods and their transportation costs. Unless expressly agreed otherwise in writing, all such taxes, levies and/or duties shall be Seller’s responsibility.
3.2 Payment shall be made by FMF at the agreed time or, if no time has been agreed, net thirty (30) days from the invoice date in U.S. dollars and in the manner stipulated in the invoice.
4. Remedies.
In the event of notification of breach of the warranty, FMF may at its election request that Seller provide FMF with non-breaching Products or terminate the applicable order(s) or work out an alternative solution which is mutually satisfactory to both parties.
Notwithstanding anything herein to the contrary, all claims by FMF relating to these Terms, the Products, including with respect to allegedly nonconforming or defective Products, shall be made by FMF in writing within twenty (20) business days of receipt of shipment of such Product.
5. Compliance with Laws.
Seller shall comply with applicable laws and regulations in all materials respects, including without limitation those regarding product registration and regulation; environmental health and safety; transportation; customs and trade; anti-bribery and export controls; and any consumer fraud acts and deceptive and unfair trade practices acts. Buyer agrees to comply with all applicable U.S. export control laws, including but not limited to the Export Administration Regulations (15 C.F.R. Part 700), the Department of Treasury’s economic sanctions programs (31 C.F.R. Part 500), and the Foreign Trade Regulations (15 C.F.R. Part 30) in the export, re-export, transfer or use of the Products. Buyer warrants that the Products purchased from Seller will not be used in any nuclear, chemical, biological, missile-related or other activities prohibited under the Export Administration Regulations (15 C.F.R. Part 744). If any transactions hereunder are or will be structured as a Routed Export Transaction under 15 C.F.R. §30.3 and 15 C.F.R. §758.3(b), Buyer is responsible for obtaining any required export licenses, submitting or directing its U.S. agent to submit Electronic Export Information to the U.S. Government through the Automated Export System, and complying with any other export clearance requirements set forth in the Export Administration Regulations or Foreign Trade Regulations.
6. Indemnity.
Seller acknowledges and agrees that it has expertise and knowledge in the proper handling, processing, storage, transportation, sale, and labeling of the Products. Seller shall assume full responsibility for proper handling, processing, storage, transportation, sale, and labeling of the Products before delivery to FMF, and shall defend, indemnify and hold harmless FMF and its affiliates, officers, directors, shareholders, employees, agents and representatives from and against all losses, liabilities, claims, damages, demands, actions, costs and expenses (including without limitation attorneys’ fees and court costs) (collectively, “Losses”) arising out of or relating to same, including without limitation Losses arising out of or relating to the manufacture, supply, design, sale, marketing, labeling, or distribution of the Products.
7. Assignment.
Neither these Terms nor any right or obligation hereunder may be assigned by Seller without the prior written consent of FMF. Subject to the foregoing, these Terms shall inure to the benefit of and be binding upon the trustees, successors and allowable assigns of the parties. Any attempted assignment, sublicense or transfer by Seller in violation of these Terms shall be null and void. If any Section of these Terms, or any part thereof, is determined to be invalid or illegal by any court or administrative agency of competent jurisdiction, then that part shall be limited or curtailed to the extent necessary to make such Section, or part thereof, valid, and all other remaining terms and conditions of these Terms shall remain in full force and effect.
8. Termination.
In the event of Seller’s breach, bankruptcy or insolvency, or if any proceeding is brought against Buyer under the bankruptcy or insolvency laws, FMF shall be entitled to cancel any or all orders then outstanding and shall receive reimbursement for monies paid to Seller. All indemnities, and other terms that by their nature are intended to extend beyond termination of the applicable order shall survive termination.
9. Governing Law.
FMF and Seller agree that these Terms shall be deemed to have been made and executed in the State of New Jersey and that any dispute arising under these Terms and/or the relationship of the parties shall be resolved in accordance with the laws of the State of New Jersey excluding any choice of law principles thereof. The parties disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods.
10. Inspection, Notification, and Claims
10.1 FMF agrees to inspect and count the goods upon delivery, and advise Seller as soon as possible, but in any event by no later than twenty (20) business days after delivery, of any damage to or shortages of goods.
10.2 Claims concerning “hidden” defects shall be made within sixty (60) business days after they could have been reasonably discovered by FMF.