TERMS AND CONDITIONS
Conditions of Sale
- At the time of delivery, if Buyer is insolvent or a petition in Bankruptcy is filed by or against it, this contract is cancelled.
- Seller shall not be responsible for delay in vessels or non-delivery, if same is due to circumstances beyond its control, including but not limited to strikes, lockouts, floods, fires, accident, force mejeure, rejection by the U.S. Department of Agriculture, Meat Inspection Division, or U.S. Food & Drug Administration, in such an event, the seller shall not be required to replace product nor be responsible for market loss.
- Any increase in current U.S. duties, freight rate, pier charges, or the imposition of taxes or assessments payable by reason of the importation or exportation of the goods subject to this sale, are for the account of the buyer.
- SELLER GUARANTEES THAT ALL MATERIAL SHALL BE, AT THE TIME AND PLACE OF DELIVERY, OF MERCHANTABLE QUALITY OF SUCH NATURE AS TO PASS, IN THE TRADE, UNDER THE CONTRACT DESCRIPTION AND FIT FOR THE ORDINARY PURPOSE FOR WHICH SUCH GOODS ARE USED. IF THE MATERIAL SUPPLIED FAILS TO MEET THE TERMS OF THIS GUARANTEE, SELLER'S LIABILITY SHALL BE LIMITED TO EITHER REPLACEMENT OF DEFECTIVE GOODS, OR REFUND OF THE PRICE PAID AT THE OPTION OF THE SELLER. SELLER MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, AS TO THE QUALITY OF THE MATERIALS ORDERED AND SHALL NOT BE LIABLE FOR ANY SPECIAL DAMAGE OR OTHER DAMAGES CLAIMED BY THE PURCHASER OTHER THAN STATED THEREIN. PURCHASER WILL INSPECT DELIVERED MATERIALS IMMEDIATELY UPON ARRIVAL AND NOTIFY, IN WRITING, SELLER WITHIN 10 DAYS OF ANY DAMAGE, SHORTAGE OR VARIATION FORM DESCRIBED PRODUCT. ALL CLAIMS NOT MADE IN WRITING AND RECEIVED BY SELLER WITHIN THE TIME PERIOD ABOVE SHALL BE DEEMED WAIVED.
- Buyer shall accept product when tendered and upon failure to do so, all cost and charges accruing shall be for buyer's account.
- This confirmation of sale constitutes purchaser's acceptance of seller's offer and is subject to all the terms and conditions herein, and constitutes the entire agreement between the parties.
- This contract shall be deemed to have been entered into in the State of Pennsylvania and any controversy, claims or disputes arising out of the same, shall be governed by the laws of the State of Pennsylvania. The parties agree that the courts of the State of Pennsylvania shall have jurisdiction over purchaser with respect to any controversy, claim or dispute arising out of this contract, and further agree that either party will be entitled to recover attorney's fees and court cost which may result from breach of this contract.
Any claim based upon specified or guaranteed fat/lean content of the meat purchased under this confirmation will be substantiated by certified laboratory analysis using the Association of Official Analytical Chemists method and shall be settled an resolved in accordance with the following formula:
(a) Where the goods are identified by separate “marks” of the producer of the goods as appears on the carton or container of such goods, they shall be separately tested for lean content for each suck “mark” and any claim of purchaser hereunder shall be determined and settled as here after set forth for each such separate “mark” and not upon the average of the test of all “marks” contained in any single shipment.
(b) Tolerance: Where the product test no more than ½% below the stipulated or guaranteed chemically lean content, it shall be deemed and accepted as a conforming delivery.
(c) Settlement Formula: Where the tests disclose a lean content more than ½% below the stipulated or guaranteed chemical lean percentage, then for each percentage and fraction thereof that the product test below there shall be allowed to the buyer, off of the invoice price, a sum equal to that percentage of the invoice price as is equal to the percentage and fraction thereof as the product tests below.
- In the event of default of breach of this contract by the purchaser, purchaser agrees to pay in addition to damages, reasonable attorney’s fees not to exceed 20% of the damages.
- Any dispute over this sale will be settled by MICA arbitration at the request of the seller.
Conditions of Purchase
- No additional or different conditions or terms stated in letters of acknowledgement shall be binding unless expressly accepted by us in writing.
- Seller guarantees and warrants to buyer that the item(s) covered by this purchase order is guaranteed to pass any USDA inspection, if it is rejected, condemned, or refused entry by the USDA for any reason whatsoever, Seller shall immediately reimburse to Buyer the value of the item(s) covered by this purchase order together with all charges incurred due to rejection, condemnation or refused entry.
- Anything in Seller’s confirmation to the contrary notwithstanding, the parties agree that this entire transaction shall be governed by the Pennsylvania Uniform Commercial Code.
- In the event that the goods subject o this order do not meet the agree-upon specifications, Seller shall be liable in full to the Buyer with respects to all of Buyer’s losses and damages occasioned thereby.
- The contract shall be deemed to have been entered into in Pennsylvania and any controversy, claim, or dispute arising out of shall be governed by the laws of Pennsylvania. The parties agree that at the option of Buyer, the Court of Pennsylvania shall have jurisdiction over the parties with respect to any controversy, claim or dispute arising out of this contract, and further agree that Buyer will be entitled to recover the attorney’s fees and court cost which may result from Seller’s breach of this contract. Seller agrees that service may be affected by mail addressed to Seller at the address set forth on the purchase order.
- Seller warrants that the goods subject to this order are: not adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act as amended; not an article which may not, under the provision of Section 404 of said act, be introduced into interstate commerce; not adulterated or misbranded within the meaning of any state pure food laws (then in effect); are merchantable and fit for the particular purpose of being processed into food stuff; and are free of objectionable odors and flavors and foreign materials of any kind.
- Any dispute over this purchase will be settled by MICA arbitration at the request of the Buyer.