Terms & Conditions

Terms & Conditions of Sale

Terms & Conditions of Purchase

Standard Terms and Condition of Sale

~ CII ~

As of 1 October 2021

OFFER AND GOVERNING TERMS. This document is an offer or counteroffer by Cereal Ingredients, Inc. (“CII”) to sell the goods and services (“Products”) described to the buyer to which it is addressed (“Buyer”). This is not an acceptance of any offer made by the Buyer. These Terms and Conditions will accompany any agreement between CII and Buyer on the subject of the sale of the Products described; CII objects to any differing terms. If Buyer cancels any accepted offer, Buyer will be responsible to pay the full price agreed to.
QUOTATION AND PRICE. Written quotations automatically expire fifteen (15) calendar days from the date issued unless sooner terminated by notice. Unless CII specifically agrees to hold prices open for a length of time on CII’s price quotation, all prices are subject to change without notice to Buyer and any unshipped balances on Buyer’s Purchase Orders will be invoiced to and paid by Buyer at CII’s prices in effect at the time of delivery. Any addition to an outstanding Buyer’s Purchase Order will be accepted at prices in effect when the addition is accepted in CII’s sole discretion. Prices on Buyer’s Purchase Orders in effect for over thirty (30) calendar days are subject to being changed by CII. Unless otherwise agreed, CII’s price does not include delivery. Unless otherwise specified, all prices quoted are in U.S. dollars.
TERMS OF PAYMENT. CII makes no warranty with respect to price, and CII is free to sell or provide goods and services to other buyers. Unless otherwise expressly agreed to in writing by CII with respect to a specific Buyer’s Purchase Order, all payment due under the invoice and these Terms and Conditions will be paid within thirty (30) calendar days of delivery of the Products. The payment is not deemed to be in full until CII is in receipt of the cleared funds. The time of payment in full shall be of the essence.
TAXES AND DUTIES. Prices quoted do not include taxes or duties of any kind or nature. Unless Buyer furnishes proof of applicable exemption, any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by the sale shall be paid by Buyer in addition to the quoted price. If CII is required to pay any such taxes or other charges, Buyer shall reimburse CII on demand.
SECURITIES. All responsibility for and risk relating to the Products passes to the Buyer when the Products leave CII’s shipping dock (“Place of Shipment”). Buyer grants CII a security interest (which shall include a purchase money security interest where it satisfies the criteria therefor) in all CII products in which the Buyer now or hereafter has rights or an interest and all proceeds thereof (including insurance proceeds and including proceeds of proceeds, collectively “Collateral”), until CII has been paid in full (including payment of purchase price together with any applicable taxes, interest, and other costs and charges) as security for such payment. Buyer shall, at its own expense, execute any documents and do such other things as CII deems appropriate to establish, complete, and perfect such security interest.
RISK AND DELIVERY. Any time or date for delivery of Products shall be taken as an estimate made by CII in good faith but shall not be binding upon CII either as a term of contract or otherwise. Time for delivery shall not be of the essence unless previously agreed upon in writing by CII and Buyer. In no circumstances shall CII be liable for any loss or damage sustained by Buyer in consequence of failure to deliver within such time or by such date or in consequence of any other delay in delivery however caused. Risk of loss of or damage to, and responsibility for, Products shall pass to Buyer upon immediate departure from Place of Shipment.
CANCELLATION. Prior to delivery of Products, Buyer’s Purchase Order may only be cancelled with the written consent of CII and upon terms indemnifying CII from all resulting losses and damages. CII shall have the right to modify, cancel and/or refuse to complete Buyer’s Purchase Order for any or no reason, including without limitation if any term or condition contained in these Terms and Conditions is not complied with by Buyer, or if Buyer becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it, proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. In the event of cancellation by CII, or in the event that CII consents to a request by Buyer to stop work or to cancel the whole or part of any Buyer’s Purchase Order, Buyer shall reimburse CII for as follows: (a) any and all work that can be completed within thirty (30) days from the date of notification to stop work on account of cancellation shall be completed, shipped, and paid in full; (b) for work in progress and any materials and supplies procured or for which definite commitments have been made by CII for actual costs incurred, plus twenty (20%); and (c) CII reserves the right to alter the Products without notice to Buyer if the change does not affect the design, form, fit, or function requirements for such Products. Buyer may not under any circumstances cancel any Purchase Order after Products leave the Place of Shipment. Orders for “Special” Products may not be cancelled after acceptance by CII, except by CII. Items of “Special” Products are those that differ from standard CII specifications, have a limited market, or incorporate specification that have been determined for a specific application. Determination of whether Products of or part thereof is “Special” shall be made by CII in its sole discretion.
INSPECTION AND ACCEPTANCE OF PRODUCTS. Buyer shall inspect the Products immediately after receipt and promptly, but in no event later than ten (10) calendar days after receipt, notify CII in writing of any non-conformity or defect. Buyer further agrees that failure to give such prompt notice or the commercial use of the Products shall constitute acceptance. Acceptance shall be final, and Buyer waives the right to revoke any acceptance for any reason, whether or not known to Buyer at the time of such acceptance. The provisions of CII’s warranty shall apply and govern the rights, obligations, and liabilities of CII and Buyer with respect to such nonconformity or defect, provided that under no circumstances shall rejection give rise to any liability of CII for incidental or consequential damages of any kind.
WARRANTY. CII warrants that Products supplied to Buyer will comply with Buyer’s Purchase Order specifications at the time received at the intended shipping destination. CII makes no other warranties, conditions, or representations. All other representations, warranties, and conditions (express or implied, arising by statute or otherwise in law or from a course of dealing) are hereby excluded.
REMEDIES FOR BREACH OF WARRANTY. In any action by Buyer for breach of the warranty by CII, CII’s liability shall be limited exclusively to the remedies of repair, replacement, or reperformance (at CII’s sole discretion) of any defective product covered by the warranty.
LIMITATION OF ACTION. Any action by Buyer for breach of these Terms and Conditions or otherwise related to Buyer’s Purchase Order must be commenced by Buyer within one (1) year after cause of action has occurred.
SPECIFICATION CHANGES. In the event that CII incurs additional expense because of changes in specifications or recipes previously approved by Buyer, or in the event that CII is required to modify the ordered Products, perform any additional work or supply any additional Products, the additional expense shall be added to the purchase price. CII shall have the right, in its sole discretion, to accept or reject any changes in specifications requested by Buyer. In no event shall any changes in specifications be made or accepted thirty (30) days prior to production date or thereafter.
CONFIDENTIALITY. Any proprietary information concerning CII or its supplier’s products or manufacturing processes which is disclosed to Buyer incident to the performance of this order shall remain CII or its supplier’s property and is disclosed in confidence. This restriction shall include, but not be limited to, any recipe or production techniques, or samples submitted by CII. No use or disclosure by the Buyer of any proprietary information including such recipe or production techniques, or samples, shall be made without the express written consent of CII.
PATENT INDEMNITY. Buyer shall indemnify, defend, and hold CII, its affiliates, and their respective directors, officers, employees, representatives, agents, customers, users, successors, and assigns harmless against all damages, costs, expenses, including all attorney’s fees, paid or incurred in connection with any claim whatsoever arising out of or related to Buyer’s specifications for the Products, including without limitation any claim of infringement of a patent, copyright, trademark, trade secret or other proprietary right.
INTELLECTUAL PROPERTY OWNERSHIP. All intellectual property rights, including copyrights, patents, patent disclosures, inventions (patentable or not), trade dress, trade names, logos, corporate names, domain names, trademarks, service marks, trade secrets, know-how, and other confidential information, together with all derivative works and all goodwill associated therewith, and all other rights in and to all the Products, documents, work product, and other materials (whether or not copyrightable) that are delivered to Buyer under Buyer’s Purchase Order prepared by or on behalf of CII in the course of performing under such Buyer’s Purchase Order, are solely owned by CII. Except as otherwise expressly and specifically provided, no license, transfer, or assignment of proprietary rights from CII to Buyer will occur as a result of Buyer’s Purchase Order. Buyer warrants that any trademarks Buyer requests CII to affix to any Product is owned and authorized for use by Buyer.
DEFAULT AND SELLER’S REMEDIES. In the event of any default by Buyer, all unpaid sums and installments owed to CII shall, at CII’s sole option, become immediately due and payable without notice of any kind to Buyer. In addition to its right of acceleration, CII may pursue any and all remedies allowed by law or in equity. In addition to the foregoing, and not in limitation thereof, CII shall have the right to set off any credits or amounts owed to Buyer against any amounts owed by Buyer to CII.
INDEMNIFICATION BY BUYER. Buyer hereby agrees to indemnify, release, defend, and hold harmless CII, its directors, officers, employees, agents, representatives, successors, and assigns against any and all suits, actions or proceedings at law or in equity (including the costs, expenses, and reasonable attorney’s fees incurred in connection with defense in any such matter) from any and all claims, demands, losses, judgements, damages, costs, expenses, or liabilities, to any person whatsoever (including Buyer’s and CII’s employees or any third party), or damage to any property (including Buyer’s property) arising out of or in any way connected with performance or the furnishing of the Products, regardless of whether any act, omission, negligence (including any act, omission or negligence relating to the manufacture, design, or installation of warnings made or lack thereof with respect to any Product) of CII, its directors, officers, employees, agents, representatives, successors, or assigns caused or contributed thereto. If Buyer fails to fulfill any of its obligations under this section or these Terms and Conditions, Buyer shall pay CII all costs, expenses, and attorney’s fees incurred by CII to establish and enforce CII’s rights under this section of these Terms and Conditions. The provisions of this Section are in addition to any other rights or obligations set forth in these Terms and Conditions and shall survive the expiration, termination, or fulfillment of these Terms and Conditions.
BUYER’S PROPERTY. CII has no duty to insure any property of Buyer placed in CII’s custody, and CII assumes no liability in the event of damage or loss to that property.
LIMITATION OF LIABILITY. Notwithstanding anything contained in this agreement to the contrary, CII and its affiliates shall not be liable for, and specifically disclaim, any liability for any (a) lost profits and/or business interruption (whether direct or indirect); and (b) indirect, incidental, consequential (whether direct or indirect) or other damages or losses of any kind, including without limitation, labor costs, loss of use, equipment, third party repairs, investigation costs, personal injury, emotional or mental distress, penalties, loss of service or personnel, or failure of products to comply with applicable laws; whether or not arising from breach of contract, warranty, negligence, product liability, or otherwise.
GOVERNING LAW AND JURISDICTION. These Terms and Conditions shall be governed by and construed in accordance with the laws and decisions of the jurisdiction of the State of Kansas. Both Buyer and CII hereto consent exclusively to subject matter and in personam jurisdiction and venue in the United States District Court of Kansas. If such court lacks subject matter jurisdiction, then each party hereto consents exclusively to in personam jurisdiction and venue in a court of competent jurisdiction in Leavenworth County, Kansas. Buyer waives any objection or defense that is not personally subject to the jurisdiction of the foregoing courts; that the venue of the action is improper; or that the action, suit, or proceeding is brought in an inconvenient forum.

Standard Terms and Condition of Purchase

Cereal Ingredients, Inc. / CII Missouri, LLC

As November 18, 2023

All purchases “Purchase Order” shall be subject to the Terms and Conditions listed below and shall apply to the purchase of goods and services (“Products”) from the supplier (“Seller”) to the buyer, Cereal Ingredients, Inc. and/or CII Missouri, LLC (collectively “CII”). CII reserves the right to cancel the applicable Purchase Order if the conditions specified are not met.

ACCEPTANCE OF TERMS. Seller’s performance under a Purchase Order shall constitute Seller’s acceptance of all, and only, these Terms and Conditions. Any acknowledgement by Seller which contains terms in addition to or inconsistent with these terms or specifications, an order in question, or rejection of any terms of an order, shall be deemed a counteroffer to CII and shall not be binding unless accepted in writing by CII. Acceptance of Products delivered under a Purchase Order shall not constitute CII’s acceptance of Seller’s terms and conditions.
PRICING AND TERMS.
1. Seller will confirm the Purchase Order (“Purchase Order Confirmation”) within 24 hours of receipt from CII. The Purchase Order Confirmation will include the (i) price of the Products, (ii) the quantity of Products, and (iii) any other costs and charges. If Seller fails to provide proper Purchase Order Confirmation, CII shall only be responsible for payment of the amount set forth in the Purchase Order.
2. No Product price increase shall be effective unless Seller has notified CII in writing thirty (30) days prior to proposed implementation date.
3. If no price is specified on the Purchase Order, CII will not be obligated to purchase the Products covered by the Purchase Order unless the price for said Products is equal to or less than the price of the same or similar Products most recently purchased by CII.
4. The prices and terms for the Products purchased hereunder shall be the lowest prices and the best terms for which Seller is selling such Products.
PAYMENTS. Unless otherwise agreed upon in writing by CII and Seller, all payments due hereunder to Seller shall be paid to Seller in currency stated on Purchase Order not later than sixty (60) days following the later of (a) delivery date, (b) the date of CII’s acceptance of the Products, or (c) CII’s receipt of a properly prepared invoice and certifications of conformance of Products to the specifications, if applicable.
WARRANTY. In accepting the Purchase Order, Seller guarantees the Products against defects in workmanship and material for a period of no less than six (6) months after receipt and acceptance. In addition to all warranties prescribed by law, Seller specifically represents, warrants, and guarantees it has good and marketable title to Products prior to delivery to CII and that all Products when received by CII from Seller will (a) strictly conform to the applicable documentation, specifications, samples or other descriptions set forth in the applicable Purchase Order or represented by the Seller to CII; (b) be free from defects in design, material, workmanship, and manufacture; (c) be of good merchantable quality and fit for the known purposes for which it was sold; and (d) be free and clear of all liens, encumbrances, and the rights of third parties. The foregoing warranties are in addition to all other warranties, whether express or implied, and will survive delivery, inspection, acceptance, and payment by CII.
PACKING. Seller shall, at its own expense, preserve, pack, package, and handle the Products to protect it from loss or damage due to weather or shipping and in accordance with good commercial practice and CII’s specifications. The applicable Purchase Order number shall be plainly visible on every invoice, package, bill of lading, and shipping order provided by Seller. No extra charges will be allowed for packing and shipping unless specified on the applicable Purchase Order.
SHIPMENT AND DELIVERY. Time is of the essence for all Purchase Orders. Seller shall immediately notify CII in the event that Seller’s timely performance is or is likely to be delayed, in whole or in part, and Seller shall provide CII with all available information regarding the reasons for such delay. CII reserves the right to cancel any undelivered Products if (a) special order Products have not yet been produced, or (b) in-stock Products have not shipped. Unless otherwise expressly agreed to in writing, all Products will be delivered to CII’s ship-to address set forth in the Purchase Order without charge to CII for crating or storage. Unless otherwise agreed, all costs and expenses relating to transportation and delivery of the Products specified in the Purchase Order shall be paid solely by the Seller. CII may hold Seller accountable for any loss or additional cost arising from the event of Seller’s cancellation or delay in delivery of Products.
ACCEPTANCE AND REJECTION OF GOODS AND SERVICES. The Products are subject to inspection and approval by CII at its designated destination. CII will have no less than thirty (30) calendar days to complete such inspection. CII reserves the right to reject and refuse acceptance of any Products that are not in accordance with the Purchase Order, CII’s instructions or specifications, Seller’s warranties (express or implied), or that is otherwise unsatisfactory to CII in its reasonable discretion. CII may return, at Seller’s expense, such rejected Products to Seller for replacement, refund, or credit, at CII’s sole option. CII’s payment to Seller for Products prior to timely rejection of such Products shall not be deemed as acceptance by CII and shall be subject to adjustment for errors, shortages, defects in the Products, or other failure of Seller.
PRODUCT RECALL. Seller shall immediately notify CII of the initiation of, or any circumstances relating to the necessity to initiate, a Product recall, withdraw, inventory retrieval, or any other action to remove Products from distribution and sale (a “Recall”). Any and all action taken in connection with a Recall shall be in accordance with FDA policies and other laws and regulations. In the event of a Recall of ingredient, Products or packaging, the Seller should assume liability for any damages or losses incurred by CII, consumers, or stakeholders, except in cases of negligence or willful misconduct by any other parties involved in the distribution chain. All relevant parties participating in the Recall protocol, including suppliers, distributors, and retailers, shall indemnify and hold CII harmless against any claims, costs, damages, or liabilities arising from their negligence or non-compliance. All parties involved in the Recall process shall maintain strict confidentiality regarding sensitive information related to the Recall, except as required by law or regulatory authorities.
CHANGES. CII reserves the right at any time before delivery to make changes in quantities, specifications, delivery destinations and schedules, and methods of shipping and packing. If such changes cause an increase or decrease in prices or in time required for performance, Seller shall notify CII within 48 hours of receipt of such change by Seller of an equitable adjustment. Seller may not modify these Terms and Conditions or change the materials or methods of manufacture Seller uses to complete the Products specified in the applicable Purchase Order without the prior written consent of CII. Such changes will not be binding on CII unless evidenced by a change order issued and signed by CII.
TERMINATION. CII reserves right to terminate the Purchase Order or these Terms and Conditions in whole or in part, at any time for any reason or no reason by written notice to Seller. Under no circumstances will CII have any liability to Seller related to Products that were not shipped by Seller prior to CII’s termination of the applicable Purchase Order.
CONFIDENTIALITY. Seller agrees that any data, specifications, and all other business, product, technical, financial and customer information, and trade secrets it obtains from CII, including information relating to any Purchase Order, shall be deemed confidential (“Confidential Information”) and is the sole property of CII. No Confidential Information may be used by Seller to compete or assist any person or entity to compete in the business of CII. Seller will hold in confidence and will not use or disclose any Confidential Information without CII’s prior written consent and shall similarly bind its employees, consultants, and subcontractors in writing. Seller agrees not to publish or use CII’s name, trademarks or any of its Confidential Information in any advertising, sales promotions, publication or public relations matters without CII’s prior written consent.
COMPLIANCE WITH LAWS AND REGULATIONS. Seller hereby guarantees the fulfillment of this Purchase Order and that the Products shall be manufactured, stored, shipped, and otherwise handled in strict compliance with all applicable federal, state, local and applicable foreign laws, regulations, ordinances, and industry standards.
GOVERNING LAW. These Terms and Conditions shall be governed by and construed in accordance with the laws and decisions of the jurisdiction of the State of Kansas. Both Seller and CII hereto consent exclusively to subject matter and in personam jurisdiction and venue in the District Court of Leavenworth County, Kansas or in the United States District Court for the District of Kansas. If a dispute or claim arises as to interpretation, breach or enforcement of any provision of the applicable Purchase Order or these Terms and Conditions, other than enforcement of any provision which would entitle a party to injunctive relief, specific performance, or equitable relief, the parties agree to resolve the dispute or claim in good faith before resorting to any remedies otherwise available at law.
INSURANCE. Seller shall, at its own expense, secure and maintain insurance in full force with reputable insurers such insurance policies against general liability, product liability, property damage, employee liability, and workers compensation. Seller shall annually provide CII a certificate of insurance to indicate compliance with the following minimum requirements, and naming CII as certificate holder:
1. General liability insurance of $2,000,000 per occurrence and;
2. Product liability insurance with broad form endorsement (including products, completed operations, contractor’s liability and protective liability) of $2,000,000, and;
3. Employers liability insurance of $1,000,000, and;
4. Any statutorily required workers’ compensation insurance.
INDEPENDENT CONTRACTORS. The relationship between CII and Seller is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between parties, and Seller shall not have the authority to contract for or bind CII in any manner whatsoever.
INDEMNIFICATION. Seller shall indemnify, release, defend, and hold harmless CII, its employees, shareholders, officers, directors, agents, representatives, successors and assigns from and against any and all suits, actions or proceedings at law or in equity (including the costs, expenses and reasonable attorney’s fees incurred in connection with defense in any such matters) from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities to any person whatsoever, or damage to any property arising out of or in any way connected with performance of the Purchase Order. If Seller fails to fulfill any of its obligations under these Terms and Conditions, Seller shall pay CII all costs, expenses, and attorney’s fees incurred by CII to establish and enforce CII’s rights under these Terms and Conditions. The provisions of this paragraph are in addition to any other rights or obligations set forth in these Terms and Conditions and shall survive the expiration, termination or fulfillment of these Terms and Conditions.
LIMITATION OF LIABILITY. Notwithstanding anything contained in these Terms and Conditions to the contrary, CII and its affiliates, shareholders, officers, directors, agents, representatives, successors and assigns shall not be liable for, and specifically disclaim, any liability for any lost profits and/or business interruption (whether direct or indirect) and indirect, incidental, consequential (whether direct or indirect) or other damages or losses of any kind, including without limitation, labor costs, loss of use, equipment, thirty party repairs, investigation costs, personal injury, emotional or mental distress, penalties, loss of service or personnel, or failure of products to comply with applicable laws, whether or not arising from breach of contract, warranty, negligence, product liability, or otherwise.
ETHICS. Seller shall comply with similar ethics, values, and mission as described in CII’s Corporate Responsibility Statement, as shown at www.ciifoods.com/responsibility/.
EQUAL OPPORTUNITY. Where applicable, Seller is an Equal Opportunity Employer and shall comply with all required regulations. Seller shall be compliant with all local, state, federal and regional regulations and requirements regarding food manufacturing and fair labor practices. This includes laws and regulations regarding the environment, employment and labor, and food manufacturing. Seller shall provide its staff proper working conditions in a safe environment, compliant with all relevant regulations and laws for health and safety. Seller shall prohibit bribery, corruption, and fraud while fostering honesty, integrity, loyalty, fairness, concern and respect for others abiding by all necessary laws within and outside their organization. CII reserves the right to audit Seller’s facility to ensure appliable regulations are being followed properly.

~ CII Foods~

As November 18, 2023

ACCEPTANCE OF TERMS. Seller’s performance under a Purchase Order shall constitute Seller’s acceptance of all, and only, these Terms and Conditions. Any acknowledgement by Seller which contains terms in addition to or inconsistent with these terms or specifications, an order in question, or rejection of any terms of an order, shall be deemed a counteroffer to CII and shall not be binding unless accepted in writing by CII. Acceptance of Products delivered under a Purchase Order shall not constitute CII’s acceptance of Seller’s terms and conditions.
PRICING AND TERMS.
1. Seller will confirm the Purchase Order (“Purchase Order Confirmation”) within 24 hours of receipt from CII. The Purchase Order Confirmation will include the (i) price of the Products, (ii) the quantity of Products, and (iii) any other costs and charges. If Seller fails to provide proper Purchase Order Confirmation, CII shall only be responsible for payment of the amount set forth in the Purchase Order.
2. No Product price increase shall be effective unless Seller has notified CII in writing thirty (30) days prior to proposed implementation date.
3. If no price is specified on the Purchase Order, CII will not be obligated to purchase the Products covered by the Purchase Order unless the price for said Products is equal to or less than the price of the same or similar Products most recently purchased by CII.
4. The prices and terms for the Products purchased hereunder shall be the lowest prices and the best terms for which Seller is selling such Products.
PAYMENTS. Unless otherwise agreed upon in writing by CII and Seller, all payments due hereunder to Seller shall be paid to Seller in currency stated on Purchase Order not later than sixty (60) days following the later of (a) delivery date, (b) the date of CII’s acceptance of the Products, or (c) CII’s receipt of a properly prepared invoice and certifications of conformance of Products to the specifications, if applicable.
WARRANTY. In accepting the Purchase Order, Seller guarantees the Products against defects in workmanship and material for a period of no less than six (6) months after receipt and acceptance. In addition to all warranties prescribed by law, Seller specifically represents, warrants, and guarantees it has good and marketable title to Products prior to delivery to CII and that all Products when received by CII from Seller will (a) strictly conform to the applicable documentation, specifications, samples or other descriptions set forth in the applicable Purchase Order or represented by the Seller to CII; (b) be free from defects in design, material, workmanship, and manufacture; (c) be of good merchantable quality and fit for the known purposes for which it was sold; and (d) be free and clear of all liens, encumbrances, and the rights of third parties. The foregoing warranties are in addition to all other warranties, whether express or implied, and will survive delivery, inspection, acceptance, and payment by CII.
PACKING. Seller shall, at its own expense, preserve, pack, package, and handle the Products to protect it from loss or damage due to weather or shipping and in accordance with good commercial practice and CII’s specifications. The applicable Purchase Order number shall be plainly visible on every invoice, package, bill of lading, and shipping order provided by Seller. No extra charges will be allowed for packing and shipping unless specified on the applicable Purchase Order.
SHIPMENT AND DELIVERY. Time is of the essence for all Purchase Orders. Seller shall immediately notify CII in the event that Seller’s timely performance is or is likely to be delayed, in whole or in part, and Seller shall provide CII with all available information regarding the reasons for such delay. CII reserves the right to cancel any undelivered Products if (a) special order Products have not yet been produced, or (b) in-stock Products have not shipped. Unless otherwise expressly agreed to in writing, all Products will be delivered to CII’s ship-to address set forth in the Purchase Order without charge to CII for crating or storage. Unless otherwise agreed, all costs and expenses relating to transportation and delivery of the Products specified in the Purchase Order shall be paid solely by the Seller. CII may hold Seller accountable for any loss or additional cost arising from the event of Seller’s cancellation or delay in delivery of Products.
ACCEPTANCE AND REJECTION OF GOODS AND SERVICES. The Products are subject to inspection and approval by CII at its designated destination. CII will have no less than thirty (30) calendar days to complete such inspection. CII reserves the right to reject and refuse acceptance of any Products that are not in accordance with the Purchase Order, CII’s instructions or specifications, Seller’s warranties (express or implied), or that is otherwise unsatisfactory to CII in its reasonable discretion. CII may return, at Seller’s expense, such rejected Products to Seller for replacement, refund, or credit, at CII’s sole option. CII’s payment to Seller for Products prior to timely rejection of such Products shall not be deemed as acceptance by CII and shall be subject to adjustment for errors, shortages, defects in the Products, or other failure of Seller.
PRODUCT RECALL. Seller shall immediately notify CII of the initiation of, or any circumstances relating to the necessity to initiate, a Product recall, withdraw, inventory retrieval, or any other action to remove Products from distribution and sale (a “Recall”). Any and all action taken in connection with a Recall shall be in accordance with FDA policies and other laws and regulations. In the event of a Recall of ingredient, Products or packaging, the Seller should assume liability for any damages or losses incurred by CII, consumers, or stakeholders, except in cases of negligence or willful misconduct by any other parties involved in the distribution chain. All relevant parties participating in the Recall protocol, including suppliers, distributors, and retailers, shall indemnify and hold CII harmless against any claims, costs, damages, or liabilities arising from their negligence or non-compliance. All parties involved in the Recall process shall maintain strict confidentiality regarding sensitive information related to the Recall, except as required by law or regulatory authorities.
CHANGES. CII reserves the right at any time before delivery to make changes in quantities, specifications, delivery destinations and schedules, and methods of shipping and packing. If such changes cause an increase or decrease in prices or in time required for performance, Seller shall notify CII within 48 hours of receipt of such change by Seller of an equitable adjustment. Seller may not modify these Terms and Conditions or change the materials or methods of manufacture Seller uses to complete the Products specified in the applicable Purchase Order without the prior written consent of CII. Such changes will not be binding on CII unless evidenced by a change order issued and signed by CII.
TERMINATION. CII reserves right to terminate the Purchase Order or these Terms and Conditions in whole or in part, at any time for any reason or no reason by written notice to Seller. Under no circumstances will CII have any liability to Seller related to Products that were not shipped by Seller prior to CII’s termination of the applicable Purchase Order.
CONFIDENTIALITY. Seller agrees that any data, specifications, and all other business, product, technical, financial and customer information, and trade secrets it obtains from CII, including information relating to any Purchase Order, shall be deemed confidential (“Confidential Information”) and is the sole property of CII. No Confidential Information may be used by Seller to compete or assist any person or entity to compete in the business of CII. Seller will hold in confidence and will not use or disclose any Confidential Information without CII’s prior written consent and shall similarly bind its employees, consultants, and subcontractors in writing. Seller agrees not to publish or use CII’s name, trademarks or any of its Confidential Information in any advertising, sales promotions, publication or public relations matters without CII’s prior written consent.
COMPLIANCE WITH LAWS AND REGULATIONS. Seller hereby guarantees the fulfillment of this Purchase Order and that the Products shall be manufactured, stored, shipped, and otherwise handled in strict compliance with all applicable federal, state, local and applicable foreign laws, regulations, ordinances, and industry standards.
GOVERNING LAW. These Terms and Conditions shall be governed by and construed in accordance with the laws and decisions of the jurisdiction of the State of Kansas. Both Seller and CII hereto consent exclusively to subject matter and in personam jurisdiction and venue in the District Court of Leavenworth County, Kansas or in the United States District Court for the District of Kansas. If a dispute or claim arises as to interpretation, breach or enforcement of any provision of the applicable Purchase Order or these Terms and Conditions, other than enforcement of any provision which would entitle a party to injunctive relief, specific performance, or equitable relief, the parties agree to resolve the dispute or claim in good faith before resorting to any remedies otherwise available at law.
INSURANCE. Seller shall, at its own expense, secure and maintain insurance in full force with reputable insurers such insurance policies against general liability, product liability, property damage, employee liability, and workers compensation. Seller shall annually provide CII a certificate of insurance to indicate compliance with the following minimum requirements, and naming CII as certificate holder:
1. General liability insurance of $2,000,000 per occurrence and;
2. Product liability insurance with broad form endorsement (including products, completed operations, contractor’s liability and protective liability) of $2,000,000, and;
3. Employers liability insurance of $1,000,000, and;
4. Any statutorily required workers’ compensation insurance.
INDEPENDENT CONTRACTORS. The relationship between CII and Seller is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between parties, and Seller shall not have the authority to contract for or bind CII in any manner whatsoever.
INDEMNIFICATION. Seller shall indemnify, release, defend, and hold harmless CII, its employees, shareholders, officers, directors, agents, representatives, successors and assigns from and against any and all suits, actions or proceedings at law or in equity (including the costs, expenses and reasonable attorney’s fees incurred in connection with defense in any such matters) from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities to any person whatsoever, or damage to any property arising out of or in any way connected with performance of the Purchase Order. If Seller fails to fulfill any of its obligations under these Terms and Conditions, Seller shall pay CII all costs, expenses, and attorney’s fees incurred by CII to establish and enforce CII’s rights under these Terms and Conditions. The provisions of this paragraph are in addition to any other rights or obligations set forth in these Terms and Conditions and shall survive the expiration, termination or fulfillment of these Terms and Conditions.
LIMITATION OF LIABILITY. Notwithstanding anything contained in these Terms and Conditions to the contrary, CII and its affiliates, shareholders, officers, directors, agents, representatives, successors and assigns shall not be liable for, and specifically disclaim, any liability for any lost profits and/or business interruption (whether direct or indirect) and indirect, incidental, consequential (whether direct or indirect) or other damages or losses of any kind, including without limitation, labor costs, loss of use, equipment, thirty party repairs, investigation costs, personal injury, emotional or mental distress, penalties, loss of service or personnel, or failure of products to comply with applicable laws, whether or not arising from breach of contract, warranty, negligence, product liability, or otherwise.
ETHICS. Seller shall comply with similar ethics, values, and mission as described in CII’s Corporate Responsibility Statement, as shown at www.ciifoods.com/responsibility/.
EQUAL OPPORTUNITY. Where applicable, Seller is an Equal Opportunity Employer and shall comply with all required regulations. Seller shall be compliant with all local, state, federal and regional regulations and requirements regarding food manufacturing and fair labor practices. This includes laws and regulations regarding the environment, employment and labor, and food manufacturing. Seller shall provide its staff proper working conditions in a safe environment, compliant with all relevant regulations and laws for health and safety. Seller shall prohibit bribery, corruption, and fraud while fostering honesty, integrity, loyalty, fairness, concern and respect for others abiding by all necessary laws within and outside their organization. CII reserves the right to audit Seller’s facility to ensure appliable regulations are being followed properly.