Terms and Conditions
These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the goods (“Goods” by Stoney Point Farms (“Seller”) to any Person or Entity (“Buyer”).
- Delivery; Shipment; Insurable Interest and Collateral. The goods will be delivered within a commercially reasonable time after the receipt of Buyer’s purchase order. Seller shall not be liable for any delays, loss or damage in transit. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to Sellers Location (“Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within three (3) days of Seller’s written notice that the Goods have been delivered to the Delivery Point. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipments is in whole of partial fulfillment of Buyer’s purchase order.Delivery shall be made FOB Production Plant. Tital and risk of loss passes to buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and
whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Pennsylvania Uniform Commercial Code.
Amendment and Modification. These terms may only be amended or modified in a writing which specifically state that it amends these Terms and is signed by an authorized representative of each party
Inspection and Rejection of Nonconforming Goods. Buyer shall inspect the Goods within three (3) days of receipt (“Inspections Period”). Buyer will be deemed to have accepted the Goods unless it notifies the Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer acknowledges and agrees that the remedies set forth in Section 8(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Good.
- Payment Terms. Buyer shall pay all invoiced amounts due to Seller thirty (30) days from the date of Seller’s invoice. Buyer shall pay interest on all late payments at the lesser of the rate of (3%) per month or the highest rate permissible under applicable law, calculated daily. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys fees. Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for five days following written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
- Limited Warranty. Seller warrants to Buyer that for a period of Six (6) months from the date of shipment of the Goods (“Warranty Period”), that such Goods will materially conform to the Seller’s specifications. Seller Makes no warranty of fitness for a particular purpose or warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise. The Seller shall not be liable for a breach of the warranty unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within five (5) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods, Buyer returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; (iii) Seller reasonably verifies Buyer’s claim that the Goods are defective; (iv) Buyer makes any further use of, repackages or converts such Goods; (v) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods; or (vi) Buyer alters or repairs such Goods without the prior written consent of Seller. The remedies set forth in section 11(F) shall be the buyer’s sole and exclusive remedy and seller’s entire liability for any breach of any limited warranty.
- Limitation of Liability. In no event shall seller be liable to buyer or any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not seller has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall seller’s aggregate liability arising our of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to seller for the goods sold to buyer.
- Insurance. During the term of the Agreement, Buyer shall, at its own expense, maintain and carry insurance in full force and effect which induces, but is not limited to, commercial general liability (including product liability) in a sum no less than One Million Dollars ($1,000,000.00) with financially sound and reputable insurers. Buyer shall provide Seller with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in these terms. The certificate shall name Seller as additional insured.
- Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for five (5) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings related to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
- Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, recipes, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing.
- Miscellaneous Terms. The Seller shall not be liable or responsible to Buyer, not be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision. Any legal suit, action or proceedings arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) is the party giving the Notice has complied with the requirements of the Section. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. These Terms supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.