Purchase Order Terms & Conditions
PURCHASE ORDER TERMS & CONDITIONS
The following terms and conditions (the “Terms and Conditions”) shall apply to the sale or other provision of goods and products (collectively, the “Products”) to Woodland Foods, LLC (“Buyer”) by the supplier of the Products provided hereunder (“Seller”) and shall be in addition to the prices, quantities and delivery schedules set forth in any Purchase Order (as defined below). In the event of any conflict between these Terms and Conditions and any written order or any purchase order from Buyer (each a “Purchase Order”) with respect to the Products, these Terms and Conditions shall control. Buyer rejects any other terms and conditions appearing on, referenced in or attached to Seller-issued documents. Seller’s acceptance of (i) Buyer’s Purchase Orders or (ii) delivery of the Products to Buyer shall each constitute acceptance of these Terms and Conditions.
All Products must be shipped at the most advantageous rates unless otherwise authorized in writing by Buyer. Any extra expense in effecting delivery of the Products not so shipped will be charged to Seller. Delivery shall not be deemed to be complete until all Products have been actually received and accepted by Buyer, notwithstanding any agreement to pay freight, express or other transportation charges.
If Seller fails to provide and deliver the quality or quantity of Products specified in any Purchase Order, Seller shall be liable for any additional costs or expenses incurred by Buyer to fulfill the applicable order. If Seller is delinquent in shipping product based on their commitment date, Seller is responsible for upgrading the shipment to an expedited method at their expense.
Adequate scheduling of shipment of Products shall be made by Seller. Seller acknowledges that the delivery dates specified by Buyer are essential to fulfilling Seller’s obligations to Buyer. Seller shall not, however, make material commitments or production arrangements in advance of such time as is reasonably necessary to meet Buyer’s delivery schedule. No claims shall be allowed for such advance efforts. Shipments shall be strictly in accordance with Buyer’s delivery schedule and Seller shall have no claims or rights against Buyer for any production commenced in advance of an order from Buyer. Buyer reserves the right to return, at Seller’s expense, all Products received in advance of delivery schedules or to hold the Products and pay Seller’s invoices on normal maturity after the scheduled delivery date.
2. PACKING AND SHIPPING
An itemized list of contents must be placed in each package delivered to Buyer by or on behalf of Seller. Buyer will not be liable for any charge for cartage or packing unless agreed upon in writing prior to the shipment of the applicable Products. All expenses incurred due to Seller’s failure to furnish necessary shipping documents shall be paid by Seller. Unless otherwise specified, (i) all packing and crating by Seller shall be in compliance with carrier’s tariffs and in suitable containers for protection in shipment and storage, and (ii) the price or prices for the Products shall include all charges for Seller’s packing and crating.
Product must be shipped in a sanitary manner suitable for the Product requirements. Shipments that arrive damaged or not viable for the intended use of the Product will be rejected and shipped back to the Seller at the Seller’s expense. All Product shipments require a sealed lock; failure to use a sealed lock, damage or loss of the seal will result in the Buyer rejecting the shipment at the Seller’s expense.
Copies of packing lists, Certificate of Analysis for each Product, certificate of treatment if applicable for each Product, and itemized invoices, each bearing the applicable order number, must be electronically mailed (e-mailed) to the Buyer on day of shipment. THE APPLICABLE BILL OF LADING OR EXPRESS RECEIPT MUST BE ATTACHED TO THE APPLICABLE SELLER INVOICE. The applicable order number shall be displayed immediately after Buyer’s name on such invoice or bill of lading.
Invoices subject to cash discount should be mailed on the day that they are dated. If the invoice is not mailed on such date, the discount period will begin on the day that such invoice is received by Buyer’s Purchasing Department. Seller’s failure to attach the applicable Bill of Lading or Express Receipt to the applicable invoice will delay payment and the discount period will begin when the documents are received.
All invoices must bear the following certification in order to be processed for payment. “We hereby certify that these goods were produced in compliance with the Fair Labor Standards Act of 1938 as amended, and regulations and orders issued by the United States Department of Labor thereunder.”
4. INSPECTIONS, TESTING AND SAMPLES
Buyer shall have the right to expedite, inspect and test any of the Products prior to shipment. All Products are also subject to Buyer’s inspection, testing and approval on arrival, during Product ownership by the Buyer, and after shipment from the Buyer. If rejected, they will be held for disposal at Sellers risk. Such inspection, or the waiver thereof, however, shall not relieve Seller from full responsibility for furnishing Products conforming to the requirements of the Purchase Order, prejudice any claim, right or privilege Buyer may have because of the use of defective or unsatisfactory Products or work.
Samples and grading are to be supplied to Buyer, as requested from time to time, at Seller’s sole cost and expense.
5. SELLER EXPRESSLY WARRANTS AND REPRESENTS AS FOLLOWS:
b. All Products are free of defects in material and workmanship, conform to applicable specification set forth by the Buyer, drawing samples and descriptions, and are of merchantable quality, and are suitable for Buyer’s intended purposes.
c. The Products are owned by Seller, and upon acceptance by Buyer, will be delivered to Buyer free and clear of all claims, liens, encumbrances and penalties.
d. No part of the Products are subject to any actual or claimed trademark, patent or copyright infringements or any litigation based thereon.
e.All Products and packaging shall bear markers and labels and be manufactured and distributed in compliance with all applicable federal, state and municipal laws, rules and regulations, including without limitation the Fair Labor Standards Act, the Federal Food, Drug and Cosmetic Act, the Fair Packaging and Labeling Act and the Toxic Substances Control Act, as applicable. Unless otherwise designated by the Buyer, packaging labels must include name of Product, best by or manufacture date, net weight, country of origin, Seller’s name and address, ingredient statement, Seller’s lot or batch code, kosher and/ or organic symbol if applicable, treatment applied if applicable.
f. No product, component, or ingredient with a foreign country origin is to be used without prior written approval from Buyer.
g. Products meet all requirements of the Federal Food, Drug and Cosmetic Act as amended, including those related to pesticide and chemical residues, as applicable.
h. Seller is in compliance, and will be in compliance, with all applicable foreign, federal, state and local laws, statutes and ordinances including, but in no way limited to rules, regulations and standards of the Occupational Safety and Health Act of 1970 and the Federal Contract Work Hours and Safety Standards Act and the rules and regulations promulgated under these acts.
i. Neither Seller, nor any of its subcontractors, will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of Products under these Terms and Conditions.
The foregoing warranties and representations shall survive Buyer’s acceptance and payment for the Products covered by these Terms and Conditions.
All Products furnished by Seller and any services or installation relating thereto pursuant to any Purchase Order shall be warranted to be of the best quality of their respective kinds and to be free of defects in design, workmanship, or material and when known to Seller suitable for their intended purposes. In the event of breach, Seller shall take all necessary action, at Seller’s expense, to correct such breach in the most expeditious manner possible. Should Seller fail to correct any such breach in a timely manner, Buyer may proceed, at Seller’s expense, to perform the necessary corrective work. This warranty shall also inure to the benefit of Buyer’s customers and users of the Products.
7. ASSIGNMENT AND SUBCONTRACTING
Seller may not assign or factor these Terms and Conditions or any Purchase Order without the prior written consent of Buyer. Any attempted assignment of these Terms and Conditions or any Purchase Order in violation of the foregoing shall be null and void.
Buyer may, at any time, by written notice to Seller, make changes within the general scope of any Purchase Order in any one or more of the following (i) drawings designs, or specifications; (ii) method of shipping or packing; (iii) place of inspection, acceptance or point of delivery; and (iv) schedule of deliveries. In the event an open Purchase Order change is made, followed by a written notice sent to the Seller, the latest version of the Purchase Order will supersede all prior versions and be the only valid document.
9. TERMINATION FOR DEFAULT
Buyer may terminate all or any part of any Purchase Order by giving notice of default to Seller, if Seller: (a) refuses or fails to deliver the Products within the time specified; (b) fails to comply with any of the provisions of these Terms and Conditions or any Purchase Order or so fails to make progress so as to endanger performances hereunder; or (c) becomes insolvent or subject to proceedings under any law relating to bankruptcy, insolvency or the relief of debtors.
In the event of a termination for default, Buyer’s liability shall be limited to the payment for Products delivered and accepted by Buyer under the applicable Purchase Order.
10. TERMINATION FOR CONVENIENCE
Buyer may terminate any order at any time for its convenience, in whole or in part, in which event, Buyer’s sole obligations shall be to reimburse Seller for (a) those Products actually shipped and accepted by Buyer up to the date of termination, and (b) costs incurred by Seller for unfinished Products, which were specifically manufactured for Buyer prior to termination in accordance with a Purchase Order and which are not standard products of Seller. In no event shall Buyer be responsible for loss of anticipated profit nor shall reimbursement exceed the applicable order value.
11. STOP WORK ORDERS
Buyer may at any time, by written notice to Seller, stop all or any part of the work called for by any Purchase Order. Upon receipt of such notice, Seller shall take all reasonable steps to minimize the incurrence of costs during the period of work stoppage. Buyer may subsequently either cancel the stop work order resulting in an equitable adjustment in the delivery schedule and/or the price,or terminate the work in accordance with the provisions of these Terms and Conditions or the applicable Purchase Order. Acceptance and/or payment of all or any part of the Products shall not be deemed to be a waiver of Buyer’s rights either to (i) cancel shipments already sent, (ii) cancel future shipments, (iii) return all or any portion of the Products because of failure to conform to any Purchase Order, by reason of defects, latent or patent or other breach of warranty, or (iv) make any claim for damages including manufacturing costs and loss of profits or other special damages incurred by Buyer. Such rights shall be in addition to any other rights and remedies provided by law which shall not be limited by anything contained herein or otherwise.
Seller agrees to indemnify and save harmless Buyer, its officers, employees, agents, representatives or any of its customers buying or using the Products specified herein from any loss, damage or injury arising out of a claim or suit at law or equity for actual or alleged infringement of letters patent, by reason of the buying, selling or using the Products supplied under these Terms and Conditions, and, if required by Buyer, will assume the defense of any and all suits and will pay all costs and expenses incidental thereto.
13. CONFIDENTIAL INFORMATION
“Confidential Information” means any confidential or proprietary information that Buyer discloses to Seller hereunder. Confidential Information does not include any information that (i) is already in Seller’s possession without obligation of confidence; (ii) becomes publicly available other than through a breach of these Terms and Conditions; or (iii) is required to be disclosed pursuant to a court or government agency order or rule, provided that before disclosing any Confidential Information, Seller, to the extent permitted by law, provides reasonable notice of such order or rule to provide Buyer the opportunity to object to or limit such disclosure. Seller will exercise reasonable care to protect Confidential Information from unauthorized disclosure, which care shall not be less than Seller exercises to protect its own Confidential Information. Seller will use the Confidential Information solely in furtherance of fulfilling any Purchase Orders hereunder and will disclose the Confidential Information only to its employees or agents who need to know such information and agree to adhere to the confidentiality provisions of these Terms and Conditions. Notwithstanding any other provision in these Terms and Conditions, Buyer may seek provisional remedies in a court of competent jurisdiction, with or without notice, to enforce these obligations.
14. RISK OF LOSS
Seller assumes the following risks: (a) all risks of loss or damage to all Products, work in process, materials and other things until the delivery thereof as herein provided; (b) all risks of loss or damage to third persons and their property until the delivery of all the Products as herein provided; (c) all risks of loss or damage to any property received by Seller from, or held by Seller or its supplier for the account of, Buyer, until such property has been delivered to Buyer or its customer as the case may be, and (d) all risks of loss or damage to any of the Products or part thereof rejected by Buyer, from the time of shipment thereof to Seller until redelivery thereof to Buyer.
Any fixtures (including patterns, dies, molds, and jigs) furnished to Seller by Buyer, or specifically paid for by Buyer, shall be the property of Buyer and subject to removal by Buyer upon completion of the order, and shall be used only in filling Buyer’s orders and held by Seller at its sole risk.
15. INSURANCE AND INDEMNIFICATION
Seller agrees to indemnify, defend and hold harmless Buyer and its officers, agents and employees, successors and assigns, from any and all liability, loss, damage or expense which Buyer may suffer as a result of claims, demands, costs, or judgments against it involving Seller’s activities related to the Products, any Purchase Order or any failure by Seller to comply strictly with these Terms and Conditions, including the warranties stated in Sections 5 and 6 above, or otherwise to fully and timely discharge its obligations under these Terms and Conditions or any Purchase Order. This indemnity shall include the expense of any defense, including attorney’s fees, and shall be in addition to any other remedies provided by law.
Seller shall carry comprehensive general liability insurance, including contractual and product liability coverage, with minimum limits acceptable to Buyer. Seller shall, at the request of Buyer, supply certificates evidencing such coverage.
16. UNITED STATES-MEXICO-CANADA AGREEMENT (USMCA)
Seller agrees to deliver as a separate line item a Certificate of Origin containing the nine Minimum Data Elements set out in the USMCA’s Annex 5-A for all Products that meet the USMCA Rules of Origin. Buyer reserves the right to withhold all payments to Seller until such time as a completed USMCA Certificate is delivered. Seller must additionally deliver a certification providing evidence that any Products, which are labeled “MADE IN THE USA” or with a similar U.S. origin label, meet the U.S. Federal Trade Commission’s Made in USA standard including that all or virtually all of the content in fact originated in the United States.
17. IMPORT REQUIREMENTS
Seller agrees to adhere to the following requirements for imported Product:
- Seller must provide all documents to the Buyer for approval before shipment. Documents must include Buyer’s purchase order number. Documents accompanying the shipment must include but are not limited to commercial invoice, bill of lading, packing list, Phytosanitary Certificate, Certificate of Origin, Certificate of Analysis per each Product, certificate of treatment per each Product, organic transaction certificate if applicable. Seller’s FDA number must be on the bill of lading and packing list.
- Wooden packaging is not to be used without the permission of the Buyer. If wooden packaging material is to be used, APHIS import requirements must be met for wood packaging material by the Seller.
- Products must clear all government agencies, including but not limited to the USDA, FDA, US Customs and Border Protection. If the product is rejected by a government agency or standard set thereof, the Seller will bear the full cost of re-export and return of product or destruction of material and refund all payments to the Buyer.
- International commercial terms (“Incoterms®”) to be used are as published by the International Chamber of Commerce.
18. NET PAYMENT TERMS
Seller agrees payment terms are Net from receipt date and a minimum of Net 60 payment terms from receipt date unless otherwise stated on the applicable Purchase Order.
19. APPLICABLE LAW AND JURISDICTION
These Terms and Conditions and any Purchase Orders hereunder are governed by and shall be construed in accordance with the laws of the State of Illinois, excluding its conflicts of law rules. The parties consent to the sole and exclusive venue and jurisdiction of the federal and state courts situated in or having jurisdiction over the State of Illinois.
20. INDEPENDENT CONTRACTOR
Except as specifically and expressly provided herein, the parties shall be considered independent contractors for the purposes of these Terms and Conditions and any Purchase Order. The relationship between Buyer and Seller shall not be that of partners, agents or joint venturers. Nothing in these Terms and Conditions or any Purchase Order shall be deemed to constitute a partnership, agency agreement or joint venture between them for any purpose whatsoever.
The Buyer requires that the Seller observe all applicable law and regulations; the highest standards of business and personal ethics; and act with integrity in an open and honest manner. The seller and their suppliers acting on behalf of the Buyer must comply with the U.S. Foreign Corrupt Practices Act and all other local laws dealing with bribery of government officials and are not permitted to engage in any corrupt practices. A copy of the Act is posted on http://www.justice.gov/criminal/fraud/fcpa/statutes/regulations.html. A corrupt practice may include, but is not restricted to, the Seller or third party acting on behalf of the Seller providing anything of value, directly or indirectly, to any government official, employee of a government-controlled company, or political party to influence a decision in favor of the Seller or a customer of the Seller, or to obtain any other improper benefit or advantage. The Seller must keep, and furnish to the Buyer, on request, a written accounting of all payments (including any gifts, meals, entertainment or anything else of value) made on behalf of the Buyer or out of funds provided by the Buyer.
SECTION II- EMPLOYMENT-RELATED MATTERS
A. Applicable Local Labor Laws: All business activities of the Seller must comply with all national and local legal requirements along with published industry standards pertaining to employment and manufacturing in the applicable country.
B. Forced Labor: The Seller must not use prison labor; forced labor; labor under any form of indentured servitude; physical punishment; confinement; threats of violence; or any other forms of abuse. The Seller will ensure that their employees are not subjected to psychological, verbal, sexual or physical harassment of any other form of abuse and will comply with all applicable laws on harassment and abuse of employees.
C. Slavery & Human Trafficking: The use of slavery or human trafficking (including debt bondage) by The Seller and their suppliers is forbidden.
D. Child Labor Practices: The Seller and their suppliers must comply with all applicable child labor laws and are prohibited from using workers under the legal age of employment in the relevant country or where work interferes with schooling requirements under applicable local laws and regulations. The Seller shall not hire any employee, who is less than 15 years old regardless of the legal age of employment in the relevant country.
E. Working Hours: The Seller must ensure that all employees working on products supplied to the Buyer do so in compliance with all applicable national and local laws and with published industry standards pertaining to the number of hours and days worked and overtime.
F. Compensation: The Seller’s employees working on products supplied to the Buyer must be fairly compensated and provided with wages and benefits that comply with applicable national and local laws.
G. Non-Discrimination: The Seller shall not discriminate in hiring or applying employment practices on the grounds of race, color, religion, sex, age, sexual orientation, physical ability, national origin, or any other prohibited basis or personal characteristic unrelated to job performance and will comply with all applicable employment discrimination laws.
H. Workplace environment: The Seller must provide their employees with safe and healthy working conditions and, where provided, living conditions. This includes, at a minimum, potable drinking water, adequate and clean restrooms, adequate ventilation, fire exits, essential safety equipment, emergency first aid kit, access to emergency medical care, and appropriately lit workstations. The Sellers’ facilities must be constructed and maintained in accordance with the standards set by applicable national and local laws, codes and ordinances.
SECTION III - COMMUNICATION
The Seller may not utilize the Buyer's name, trademarks, logos, graphics or images unless expressly permitted in writing by the Buyer.
Significant agreements with distributors, brokers, and Suppliers should be set out in writing.
SECTION IV- SUSTAINABILITY & ENVIRONMENT
The Seller should continuously strive for greater efficiency and sustainability of their operations. The Seller must comply with all applicable national and local environmental laws and regulations.
SECTION V- TRADE RESTRICTIONS
The Seller are not required to forego trade with the Buyer's competitors in order to merit the Buyer purchases. The Seller is free to sell products in competition except when otherwise agreed to in writing with the Buyer and/or where the product involved is one in which the Buyer has a substantial proprietary interest because of an important contribution to the concept, design, or manufacturing process. No Seller will be asked to buy the Buyer products in order to start or continue as a Seller.
SECTION VI- PRODUCT QUALITY AND SAFETY
All products and services delivered by the Seller must meet the necessary specifications and criteria outlined by the Buyer’s Quality Assurance and Product specification sheet
SECTION VII- CONFLICT OF INTEREST
The Seller should avoid any interaction with the Buyer’s employee that may conflict with, or appear to conflict with, that employee acting in the best interests of the Buyer. While it is impossible to list every circumstance-giving rise to possible conflicts, the following provides limited examples of potential conflicts of interest:
- Interest in a business: Ownership by the Buyer’s employee or by anyone in a family relationship with such the Buyer’s employee (spouse, parent, sibling, grandparent, child, grandchild, mother-or father-in-law, or same or opposite-sex domestic partner) of a substantial financial interest in the Seller with which the Buyer does business or is seeking to do business.
- Inducement: Any relationship by the Buyer’s employee or by anyone in a family relationship with such employee with the Seller as a director, officer, employee, agent, consultant, etc.
- Relationship with other businesses: Any attempt by the Buyer’s employee or by anyone in a family relationship with such employee to induce any purchaser, the Seller, government official, labor union representative, or others to compromise their employment or public duties by the making of any gift, payment, loan or grant of unreasonable favors.
SECTION VIII- GIFTS, ENTERTAINMENT. AND CORPORATE HOSPITALITY
Gifts, entertainment, and other hospitality, whether given or received, should be of such a scale and nature as to avoid compromising the integrity or impugning the reputation of all parties. Business decisions will be made on the basis of value, cost, quality, and service. No gift, favor, or entertainment should be provided or accepted if it will obligate or appear to obligate the recipient. Gifts or entertainment may be provided if they are reasonable complements to business relationships, or of modest value and not against the law. The Buyer’s employees may not accept gifts, favors, and entertainment valued at more than $250USD in any one year from the same Seller. Gifts, favors or entertainment are not needed to conduct business with the Buyer.
SECTION IX- REPORTING POTENTIAL MISCONDUCT; AUDIT AND UPDATES
If the Seller believes that the Buyer’s employee, or anyone acting on behalf of the Buyer, has engaged in illegal or otherwise improper conduct with respect to their business with the Seller, the Seller should report the matter to the Buyer. The Seller should also report any potential violation of the Code. Reports may be made at codeofconductNA@WOODLANDFOODS.com. The Seller’s relationship with the Buyer will not be affected by any honest report of potential misconduct.
The Buyer reserves the right to verify the Seller’s compliance with the Code. If the Buyer becomes aware of any actions or conditions that are not in compliance with the Code, the Buyer reserves the right to demand corrective measures. The Buyer reserves the right to terminate an agreement with any Seller who does not comply with the Code.
It is the Seller’s responsibility to regularly check the site for updates to the Code.