TERMS AND CONDITIONS OF SALE
Trinity Frozen Foods, LLC
1. Purchaser acknowledges that by purchasing any goods or services from Trinity Frozen Foods, LLC “Seller”, subsequent to the earlier to occur of (1) the issuance of a written purchase order by Purchaser and acceptance of said written purchase order by Seller or (2) the shipment and invoicing of the first purchase made by Purchaser, Purchaser shall be deemed to have accepted the following terms and conditions unless alternative terms and conditions have been agreed to in a separate written agreement between the Purchaser and Seller prior to items 1 or 2 occurring. However, Seller shall have no obligation whatsoever to make any sale to Purchaser or to extend credit to Purchaser and retains the exclusive right to extend or remove credit for Purchaser.
2. All sales shall be governed by and construed for all purposes, including, without limitation, Seller’s obligations or liabilities respecting its products, according to the laws of the State of North Carolina, USA.
3. Seller shall not be liable for delays or defaults, nor the direct or indirect, consequential, incidental or special damages resulting therefrom, due to war, labor dispute, accident, fire, flood, government action, or any other cause beyond Seller’s reasonable control. In such event, Seller may apportion such goods among its customers, as it may consider equitable in its sole discretion.
4. Terms of payment for domestic customers are 1% 10 / Net 30 days and for export/international shipments are 30% of invoice mount in advance of estimated shipment date and the balance due upon shipment. Terms shall be effective from the date of invoice. An interest charge at the lower of 1.5% per month or the highest permissible rate allowed by law “may be” assessed by Seller on any invoiced amount not paid within the terms of each invoice. Seller shall be entitled to recover from Purchaser all fees, expenses and costs, including but not limited to attorneys’ fees, related to collecting any amounts due to Seller.
5. Delivery will be made F.O.B. the Seller’s plant in Pembroke, NC or the Seller’s 3rd Party Cold Storage Location in Lumberton, NC and risk of loss shall pass to Purchaser upon delivery to carrier. All export shipments shall be shipped Ex Works and shall be governed by designated INCOTERMS.
6. Seller’s liability and Purchaser’s exclusive remedy, whether under this agreement, or any other contract between Seller and Purchaser, under strict liability, for Seller’s negligence, or otherwise, is limited to replacement, or repair of the defective product or return of the purchase price, at Seller’s option. IN NO EVENT, SHALL SELLER BE RESPONSIBLE FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Prompt written notice of any claim or defect must be made to the Seller.
7. Products shall be manufactured in accordance with Purchaser’s specifications, which shall have been signed and dated by both parties, otherwise, Trinity’s standard product specifications shall prevail. Any claims based on product non-conformance are conditional upon the Buyer duly performing the duties of inspection and notification of defects in written form. Purchaser agrees that any claims must be submitted in written compliant form within ninety (90) days after receipt of products and all claims are time barred after ninety (90) days after receipt of products. Purchases may not be returned without Seller’s prior written consent.
8. Purchaser agrees that any credit balances issued will be processed and used within one (1) year of its issuance. IF NOT PROCESSED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND SELLER SHALL HAVE NO FURTHER LIABILITY.
9. No order shall be subject to cancellation or modification without prior written consent of the Seller.
10. Purchaser is responsible for any taxes, charges or other fees presently or subsequently imposed by any law, order, regulation or ordinance of the Federal, State or Municipal governments for production, sale, use, transportation, delivery or servicing of the products sold hereby.
11. Other than brands owned by Seller, Seller assumes no responsibility if the manufacture and sale of goods specified by Purchaser are an infringement of patent or trademark rights of other persons.
12. Purchaser agrees that it will not assign any claim or terms, related hereto, without prior written consent from Seller.
13. The perishable agricultural commodities sold to Purchaser are subject to the statutory trust authorized by section 5(c) of the Perishable Agricultural Commodities Act, 1930 (7 U.S.C 499e(c)). The Seller of these commodities retains a trust claim over these commodities, all inventories of food or other products derived from these commodities, and any receivables or proceeds from the sale of the perishable agricultural commodities until full payment is received.
14. The terms and conditions stated herein are the final expression of the agreement between Seller and Purchaser and are a complete and exhaustive statement of terms and conditions of such agreement. Seller hereby objects to and rejects any and all additional or different terms proposed by Purchaser, whether contained in Purchaser’s purchasing or shipping release forms, or elsewhere unless otherwise agreed to in a separate written agreement signed by both parties. For the avoidance of doubt, if a written contract, which has been signed by both parties, is in existence covering the sale of the goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms and Conditions, unless said written agreement has been terminated, then these Terms and Conditions shall prevail in their entirety.
Rev 10 Effective 9.1.19