Heartland Fresh Foods, a division of AMBASSADOR MEAT DISTRIBUTORS, INC
TERMS AND CONDITIONS
These Terms and Conditions, together with any purchase orders or like documents delivered by Purchaser and accepted by Ambassador Meat Distributors, Inc, and the Ambassador Meat Distributors, Inc claim Policy which shall be Incorporated by reference into these Terms and Conditions (collectively. this “Agreement”), shall govern the purchase of goods by Purchaser (”you” or “your”) from Ambassador Meat Distributors, Inc (”we”, “our” or ”us”) for accepted POs. In the event of any conflict between these Terms and Conditions and the terms of any PO or any other document, the terms of these Tenns and Conditions prevail.
Purchase Orders. You will initiate all POs via facsimile or e-mail and cause all POs to contain the following information: (a) a list of the goods (including quantities) to be purchased: and (b) the requested date of pickup or delivery. By placing a PO, you make an offer to purchase Goods pursuant to the terms of this Agreement. We have the right, in our sole discretion, to accept or reject any PO. We may accept any PO by confirming the order (whether by written confirmation, invoice, or otherwise) or by providing the Goods for pick-up or delivery, whichever occurs first. No PO is binding on us unless accepted by us as provided in this Agreement. We may provide partial orders of Goods to you. Each provision will constitute a separate sale, and you will pay for the units provided whether such shipment is in whole or partial fulfillment of a PO.
Price. You will purchase the Goods from us at the prices set forth in our invoice for the related PO.
Title; Risk of Loss. If you arrange the transportation of the Goods, all sales and shipments shall be F.O.B. at Ambassador Meat Distributors, Inc’s plant. Title and risk of loss pass to you upon you picking up the Goods at Ambassador Meat Distributors, Inc’s plant or causing the Goods to be picked up by a carrier at Ambassador Meat Distributors, Inc’s plant. Thereafter, you shall be fully responsible for and assume all risk of loss, destruction of or damage to the Goods. Loss or damage to the Goods after risk of loss has passed to you will not release or excuse you from your obligations under this Agreement to Ambassador Meat Distributors, Inc including the obligation to make full payment.
If Ambassador Meat Distributors, Inc arranges for transportation of the Goods, title and risk of loss pass to you upon delivery of the Goods to you. Thereafter, you shall be fully responsible for and assume all risk of loss, destruction of or damage to the Goods. Loss or damage to the Goods after risk of loss has passed to you will not release or excuse you from your obligations under this Agreement to Ambassador Meat Distributors, Inc, including the obligation to make full payment.
In the event of alleged damage or loss to the Goods after the Goods are in the possession of a carrier hired by you or Ambassador Meat Distributors, Inc, you shall assert all claims (other than insurance claims) for cargo loss and damage against the carrier pursuant to applicable law. You shall not assert claims for cargo loss and damage that occurred while the Goods are in the possession of carrier against Ambassador Meat Distributors, Inc.
Inspection. Acceptance. Rejection. and Claims. You will be deemed to have accepted the Goods unless you, as a condition precedent, provide us with timely notification (no later than 24 hours after transfer by us to you of the Goods) of any rejection or claim of defect in the Goods in accordance with the Claim Policy. Any such rejection or claim will be governed by the Claim Policy.
Cancellation and Returns. You agree that any PO accepted by us can only be cancelled with our written consent. You agree that no Goods may be returned to us without our prior written consent. We may cancel any PO if we determine that you are in breach of this Agreement or that your financial condition or creditworthiness is inadequate or unsatisfactory.
Payment Terms. You will pay all invoiced amounts due to us within 14 calendar days from the date of our applicable invoice unless terms are otherwise stated and agreed to by Seller. We will charge interest at a periodic rate of 1.5% per calendar month on the unpaid balance (annual percentage of finance charge of 18%) or up to the highest amount permitted by law. If you fail to pay any amount owing to us, you will also be responsible for all collection expenses incurred by us, including, without limitation, costs and reasonable attorneys’ fees. No payment shall be credited until received by Ambassador Meat Distributors, Inc. You shall only make payments in the manner and to the recipient as expressly and in writing provided to You by the actual authorized agent of Ambassador Meat Distributors, Inc. You bear the risk of any erroneous or fraudulent information or directions provided to You from unauthorized individuals third parties, and/or identify thieves.
Compliance with Laws. Ambassador Meat Distributors, Inc shall have no responsibility to provide any permits or other approvals necessary to qualify beef for interstate shipment, if applicable. You will at all times comply with all laws applicable to this Agreement, your performance of your obligations hereunder, and your use or sale of the Goods. Without limiting the generality of the foregoing, you will (a) at your own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct your business relating to the purchase or use of the Goods and (b) not engage in any activity involving the Goods, by way of shipment use or otherwise, that violates any law.
Force Majeure. We will be excused from performance of our obligations under this Agreement for any period, and the time of performance will be extended as reasonably necessary under the circumstances, to the extent that we are prevented from performing, in whole or in part, our obligations under this Agreement, as a result of acts of God, any governmental authority, war, terrorism, pandemic, civil disturbance, court order, labor dispute or any other cause beyond our reasonable control (each, a “Force Majeure Event”).
Indemnification. You will indemnify, defend, and hold harmless us and our officers, directors, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party, relating to any claim of a third party or us arising out of or occurring in connection with your breach of this Agreement or your acts, errors, or omissions. You will not enter into any settlement regarding such claims without our prior written consent.
LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE DUE TO A FORCE MAJEURE EVENT.
WAIVER OF JURY TRIAL. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HA VE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.
Governing Law, Jurisdiction, Venue. This Agreement shall be governed by the laws of the State of Missouri without regard to its conflict of laws provisions. Both parties hereby agree to submit to the jurisdiction of the state and/or federal courts located in Kansas City, Jackson County, Missouri in the event litigation is necessary.
Notices. All notices. requests and other communications to be given pursuant to this Agreement will be in writing and delivered, if to you, to the ”Business Address”” set forth above, and if to us, to Ambassador Meat Distributors, Inc. Inc., 2856 Guinotte Avenue, Kansas City, MO 64120.
Miscellaneous. This Agreement will not be amended except by a writing executed by the parties. This Agreement will be binding upon the parties and their successors and assigns. The invalidity of any part of this Agreement will not render invalid the remainder of this Agreement. Waiver by a party of a breach of any provision of this Agreement will not operate as nor be construed as a waiver of any subsequent breach thereof. This Agreement may be signed in counterparts, and facsimile or emailed and scanned copies of signatures will have the same effect as original signatures. This Agreement. constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous undertakings and agreements between the parties. whether written or oral. with respect to its subject matter.