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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: 08-11-2008 Countryside USA | Countryside Farms, Inc.
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