Countryside®
Herb Farms USA
The Art of Home Fragrance®
Established in 1979
Supplier Business Policies
NEW VENDOR POLICIES, SUPPLY CHAIN LOGISTICS, CONDUCT AND BUSINESS ETHICS
At Countryside®, we practice honesty and fairness according to the American way of doing business. Our global approach to business is always in accordance with integrity, trust and high standards as we strive to deliver satisfaction to our customers. Countryside® has a solid reputation for honesty, social responsibility and ethical dealings and we are justifiably proud of this reputation.
We believe in fairness and respect for individual and community freedoms. We believe in protecting the environment and natural resources. We believe in diversity and equal opportunity for employment and advancement for those qualified. Our corporation is against animal testing for cosmetic research and fragrance products. Concern for the environment and worker welfare is not always an easy task as we are working globally in a highly competitive industry. We are committed to upholding the highest standards and business practices and making them the fundamental basis of our conduct and business ethics.
Employees and their immediate family are prohibited from having any personal financial dealings with any business organization seeking to furnish merchandise, supplies, property or services to Countryside®. The acceptance of vendor expense paid travel, meals, or entertainment is prohibited, whether to or at a vendor location or in any other business setting, even in conjunction with conducting business negotiations or discussions. Countryside® employees must always pay their own portion of travel, meals, or entertainment charges and always at Countryside® expense. There will be no acceptance by any employee or member of their immediate family of currency, gifts, services, entertainment, trips or other compensation from any person, vendor, customer or outside concern that does or seeks to do business with Countryside®. We request your understanding and cooperation as we share a mutual responsibility to maintain high standards while delivering high quality at competitive prices.
SUPPLIER TERMS & CONDITIONS OF SALE GOVERNING COUNTRYSIDE® BUSINESS
Vendors and suppliers of merchandise, food, equipment, professional services and construction to Countryside® shall be bound by terms and conditions appearing on the face and reverse sides of a Countryside® purchase order. Purchase orders are created based upon solicitations and or negotiations with Seller. Countryside® terms and conditions of sale always supersede the terms and conditions of any acknowledgements, quotations, facsimiles or letter submitted to Countryside® by Seller, unless specific modifications of Countryside® terms and conditions of sale have been agreed to by Countryside® and confirmed in written communication from Countryside®.
ACCEPTANCE: The Countryside® purchase order constitutes an offer by Countryside® to Seller, upon terms and conditions stated herein, along with the body of the order and shall become a binding contract upon acceptance thereof either by acknowledgement or performance. Said offer is limited to Countryside® purchase order terms and conditions and no deviation hereof shall be acceptable unless agreed to by written communication and any modification must appear on the face of the Countryside® Purchase Order or Countryside® Purchase Change Order.
ASSIGNMENT AND SUBCONTRACTING: No assignment of any order shall be binding upon Countryside® until its written consent thereto is obtained. Seller shall not procure or contract for the procurement of any item covered by any order in completed or substantially completed form without first securing the written approval of Countryside®.
DELIVERY: Time and rate of deliveries are of the essence of any order. Countryside® reserves the right to cancel any order and reject the goods upon default by Seller in time or rate of delivery, or Countryside® may approve in writing a revised delivery schedule. Unless otherwise agreed to by written communication by Countryside®. Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet delivery schedule. Goods shipped to Countryside® in advance of delivery schedule may be rejected or returned to Seller at Seller’s expense. Orders must include a detailed packing slip, including item number, the Countryside® Purchase Order Number, stock number, quantity and shipper’s name must accompany each shipment of merchandise.
PACKAGING FOR SHIPMENT: Shipment of chemical products and liquids must include the MSDS (Materials Safety Data Sheet) attached to each carton or container. Seller must include a packing slip with each order.
All packaging must be capable of withstanding the normal rigors of the transportation and physical distribution process. All master cartons must protect inner packs and individual items. Liquids must be packaged in UN approved containers. Seller assumes all liability for leakage. Any such concealed damage discovered upon receipt will be returned to the Seller freight collect.
Countryside® requires unitization on all common carrier shipments. The preferred method of unitization is through the use of pallets. All pallets must be 48” x 40” hardwood, plastic or metal with 4-way forklift entry. All units must be stretch-wrapped prior to shipment. Exceptions, if any, to Countryside® unitization requirements shall only be authorized by written communication. Countryside® is committed to enhancing the quality of the environment and encourage suppliers to utilize recycled and recyclable materials whenever possible.
CHEMICAL CONTAINERS: Seller shall accept the return of empty or nearly empty, bottles, cans, pails or drums from any chemical material Seller has delivered to Countryside®. Seller agrees to safe recycling or disposal using the government approved disposal method. Countryside® will ship said empty chemical containers to Seller freight prepaid and shall not charge Seller for freight or special handling. Seller agrees not to charge Countryside® for handling or disposal.
EXCLUSIVE PROPERTY: Unless otherwise agreed to, in writing, layouts, models, all tools, gauges, designs, sketches, drawings, blueprints, patterns, dies, specifications, engineering data or other technical or proprietary information, special appliances or other equipment or material of every description furnished to Seller by Countryside® and any replacement thereof, or any materials affixed or attached thereto, shall remain the property of Countryside®. Such property, and whenever practical; each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as “PROPERTY COUNTRYSIDE®”, shall be safely stored separate and apart from Seller’s property and shall be subject to examination by Countryside®. Seller shall not substitute any property for Countryside® property and shall not use such property except in filling Countryside® orders. Such property while in Seller’s custody or control shall be maintained in good condition at Seller’s expense and shall be held at Seller’s risk and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Countryside®. Such property shall be subject to removal at Countryside® written request the same condition as originally received by Seller, reasonable wear and tear excepted. Any special tooling the full cost or substantial portion of the cost of which is included in the price of any order shall upon completion of any order become the property of Countryside® and Seller shall return the same to Countryside® or make such other disposition thereof as may be directed or approved by Countryside®.
PATENT / TRADEMARKS / COPYRIGHTS: Any and all discoveries, inventions and designs, whether or not patentable or subject to copyright conceived or reduced to practice by Seller or its employees in connection with the supply pursuant to any Countryside® Purchase Order, of any item as to which Countryside® furnishes specifications shall be promptly disclosed to Countryside® and shall become the property of Countryside®. Seller and its employees shall, upon request, execute all papers necessary to assign such discoveries, inventions, and designs to Countryside®, to cause at Countryside® expense patent applications to be filed thereon in favor of Countryside®. The decision as to whether to file patent applications and to prosecute same shall be made by Countryside®.
REJECTIONS: If any goods are found at any time to be defective in material or workmanship including goods damaged because of unsatisfactory packaging by Seller, or otherwise not in conformity with the requirements of any Countryside® Purchase Order, including drawings and specifications and approved sample, if any, Countryside® in addition to any other rights which it may have under warranties or otherwise, shall have the right to reject and return such goods at Seller’s expense and to receive full credit for any such rejected goods or upon written request to require replacement of any such rejected goods without additional cost to Countryside®.
CHANGES: Countryside® shall have the right to make changes in the order by notice in writing to Seller. If such changes cause an increase or decrease in the amount due under any order or at the time required for its performance an equitable adjustment shall be made and the order shall be modified in writing accordingly. Any claim for adjustment must be asserted by Seller in writing within 15 days from the date the change is ordered. Nothing contained in this clause shall relieve the Seller from proceeding without delay in the performance of any Countryside® Purchase Order as changed.
INDEMNIFICATION: Seller shall upon request, provide product liability insurance, naming Countryside® as an additional insured in limits acceptable to Countryside®. Seller shall defend and shall indemnify and hold Countryside® harmless, its successors, assigns, customers and users of its products from all loss and damage, including attorney fees, by reason of any and all claims and suits charging injury or charging infringement of any patent, trademark or copyright arising out of the sale or use of any goods furnished by Seller, except that Seller shall have no liability with respect to patent infringement for goods as to which Countryside® furnishes complete specifications. In consideration of any and all purchases heretofore, herein and hereafter, made by Countryside® from Seller, and by acceptance of the Countryside® Purchase Order, Seller agrees to and shall indemnify Countryside®, its successors or assigns. Seller agrees to hold harmless Countryside® from and against any and all liability and or losses and or damages, whether compensatory or punitive, which may be assessed against Countryside® as is further set forth below. Seller’s obligation to indemnify and hold harmless Countryside® shall include, but not be limited to, any and all claims, lawsuits, appeals, actions, assessments, product recalls, decrees, judgments, orders, investigations, civil penalties or demands of any kind, including court costs, expenses and attorney’s fees, which may be made or brought against Countryside® by third parties of said merchandise; any allegation of or actual misrepresentation or breach of warranty, express or implied, in fact or by law, with respect to the possession, purchase or use of said merchandise; any alleged bodily injury or property damage related to the possession use of said merchandise, any alleged infringement claims of any patent, design, trade name, trademark, copyright or trade secret; any alleged violation by Seller of any law or ordinance code rule or regulation; any alleged or threatened discharge, release or escape of pollutants or other environmental impairment, or any breach or violation by Seller of any terms or conditions of the Countryside® Purchase Order. Seller shall pay all judgments against and assume the defense within a reasonable time for any and all liability of Countryside® with respect to any such matters, even if any such allegation of liability is groundless, false or fraudulent. Notwithstanding the above, Countryside® shall have the right but not the obligation to participate as it deems necessary in the handling, adjustment or defense of any such matter. Should Seller fail to assume its obligations hereunder, to diligently pursue and pay for the defense of Countryside® within a reasonable time, Seller hereby agrees that Countryside® shall have the right, but not the obligation, to proceed on Countryside® own behalf to defend itself by way of engaging its own legal counsel and services of any and all other experts or professionals it deems necessary to prepare and present a proper defense, and to thereafter require from Seller reimbursement and indemnification for all costs and expenses incurred in such defense and for any and all penalties, judgments, fines, interest or other expenses to incurred as a result of such claim, lawsuit, appeal, action, assessment, civil penalty, product recall, decree judgments, orders or demands as more fully set forth above.
WARRANTIES: By accepting Countryside® Purchase Order, Seller warrants that all items delivered under the order will be “merchantable” as defined in paragraph 2-314 of the Uniform Commercial Code of the United States and free of defects in material and workmanship (including damage due to unsatisfactory packaging by Seller) that all items delivered will be strictly in accordance with Countryside® specifications, drawings, and approved sample if any, and to the extent such items are not manufactured pursuant to detailed designs furnished by Countryside®, that all items will be free from defects in design and suitable (for intended purposes). The warranties of Seller shall not be deemed to be exclusive, and together with any service warranties and guarantees, if any, shall survive acceptance and payment, and shall return to Countryside®, its successors, assigns, customers and users of its products.
USES OF DESIGNS, DATA, ETC,: Seller agrees that it will keep confidential the features of any equipment, tools, gauges, patterns, drawings, engineering data, carton construction, artwork or other technical or proprietary information furnished by Countryside® and use such items only in the production of items under any Countryside® order or other orders from Countryside® and not otherwise, unless Countryside® written consent is first obtained. Upon completion or termination under this order, or sooner, if requested by Countryside®, Seller shall return all such items to Countryside® or make such other disposition thereof as may be directed or approved by Countryside®. Seller further agrees not to advertise or otherwise publish any work of Countryside® without first obtaining approval in writing from Countryside®. This includes but is not limited to the following examples; printed labels, cartons, carton designs, brochures, artwork, and custom software programs.
LABOR LAWS: All goods shall be produced and services rendered under conditions which meet the applicable requirements of the Fair Labor Standards Act of 1938 (U.S.A.) as amended, including Section 12(a) thereof, as amended, and all applicable Federal, State and Municipal laws and regulations governing wages, hours, health, safety and conditions of labor. Seller shall certify on all documents submitted in connection with this order stating that the goods or services where produced or rendered in compliance with the requirements of the Fair Labor Standards Act of 1938 as amended, including Section 12(a) thereof, as amended along with separate certifications for health and safe working conditions of Seller employees. When Seller furnishes goods or services to Countryside® containing foreign manufactured ingredients or components, Seller must provide written assurance that foreign child laborers or foreign convict labor/prisoners or any form of forced labor has not been used in the performance of any Countryside® Purchase Order, in any capacity.
MODIFICATION OF AGREEMENT: Countryside® Purchase Orders contain all the agreements and conditions of any transaction and no agreement or understanding in any way modifying the conditions hereof will be binding upon Countryside® unless made in writing as a change of Purchase Order and signed by Countryside®.
CONTINGENCIES: Countryside® reserves the right at its option and without liability either to direct shipment or materials covered by this order or to cancel this order, in whole or part, at any time where such suspension or cancellation is caused by any Government, order or other requirements, embargoes, acts of civil or military authorities, acts of the public enemy, inability to secure transportation facilities, poor weather conditions, warehouse facilities, strikes, differences with workmen, accidents at plant, warehouse or facilities of Countryside® or defense priority regulations, homeland security or other contingencies beyond the control of Countryside®.
NO WAIVER OF CONDITIONS: Failure of Countryside® to insist upon strict performance of any of the terms and conditions, shall not constitute a waiver of such terms and conditions of sale or a waiver of any default.
GOVERNING LAW: All Countryside® orders shall be governed by and construed in accordance with the laws of the State of Florida, U.S.A.
CLAIMS AND AUDITS: Seller agrees that Countryside® has the option to perform post audits and file claims for billing or payment errors on prior years business transactions. Any audits will normally be completed within 24 months of receipt the origin invoice or at the end of a calendar year. Any controversy or claim arising out of or relating to any Countryside® Purchase Order, or breach thereof, may at the option of either party be settled by arbitration in accordance with the expedited procedures that are in effect of the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon award rendered by the arbitrators may be entered in any court having jurisdiction over the controversy or claim. Seller agrees that the venue of any arbitration shall be held in Palm Beach County, Florida, USA in any other place that Countryside® maintains a corporate office address. In any such arbitration, the most prevailing party shall be entitled to recover from the other party reasonable sums as attorney fees and costs and expenses.
INVOICE BILLING REQUIREMENTS: Countryside® will process invoices promptly and accurately when they meet certain billing requirements. Invoices that do not meet the requirements may be delayed or returned to the Seller for re-billing. Applicable discounts are taken when caused by non-compliance. Sellers with continual billing problems may be subject to processing charges. Payment will be made in accordance with the terms mutually agreed upon in writing between the parties. Any deviation of the negotiated payment terms must be communicated and agreed to in writing by Countryside® prior to invoicing. Payment terms begin on the date of satisfactory receipt of all merchandise being invoiced, or receipt of a correctly completed invoice, whichever is later without loss of discount. It will be Countryside® policy to calculate an average transit time for each Seller. The average transit days for a specific Seller will be added to invoice and shipment date to determine the day on which dating is to begin. On all E.O.M. (end of month) dating, merchandise received after the 24th of any month shall be payable as if received on the 1st day of the following month. Countryside® interprets payment due date as the day remittance is to be mailed.
SELLER’S WARRANTY: Seller, by accepting any Countryside® Purchase Order, warrants, represents and guarantees their merchandise. Seller agrees to provide Countryside® with a signed guaranty form, if prescribed by respective laws, ordinances, codes, rules or regulations as part of Seller’s invoice, before payment is required to be made under the terms of the Countryside® Purchase Order, without loss of discount; that the weights, measures, signs, legends, words, particulars or descriptions ( if any ) stamped, printed or otherwise attached to the merchandise or containers or referring to the merchandise delivered hereunder are true and correct and comply with all applicable laws, ordinances, codes, rules and regulations; and the merchandise delivered pursuant to the Order conforms and complies with the applicable provisions of the Consumer Product Safety Act, Magnuson-Moss Warranty, Federal Trade Commission Improvement Act, Wool Products Labeling Act, Federal Food, Drug and Cosmetics Act, Federal Hazardous Substances Act, all other applicable laws, ordinances, codes, rules and regulations of any governmental agencies having jurisdiction and the standards of the Underwriters Laboratories, Inc., (USA).
INVOICE PROCEDURES: Countryside® pays by invoice and not statement. Do not attach invoices to monthly statements. Seller statements are not reconciled on a monthly basis but are reviewed on a regular basis.
Please follow these billing requirements to ensure accurate payment:
One invoice per purchase order. Paper invoices only – email or facsimiles are not acceptable. One purchase per invoice. Multiple invoices are not acceptable.
No back orders – only one shipment per purchase order. Countryside® purchase order number must appear on invoice.
F.O.B. terms stated (collect or prepaid). Invoice only for merchandise shipped. Discounts must explicitly show net due date. Countryside® calculates payment due date as the day remittance is mailed. Proof of delivery may be required in event of discrepancy.
SELLER OR CONTRACTOR AGREES TO BE BOUND TO ALL TERMS AND CONDITIONS APPEARING ON THE FACE AND REVERSE SIDE OF THE ORIGINAL COUNTRYSIDE® PURCHASE ORDER OR CONTRACT WORK ORDER FORM. Rev: 12-12-2007
Vendor Conduct and purchasing requirements for goods and services delivered to Countryside®
PLEASE OBSERVE OUR BUSINESS POLICIES WITH ALL TRANSACTIONS