1.0 Agreement These terms and conditions govern the sale of Products (“Product or Products”) and provisions of services (“Services”) by Thomas Foods International, USA. (TFI USA) and its affiliates (“TFI USA”) as well as by third party vendors and/or service providers of TFI USA. These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither TFI USA’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. TFI’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from TFI USA shall be deemed to constitute acceptance of the terms and conditions contained herein. Unless alternate terms are contained in a contract or other writing signed by an officer of TFI USA, these terms and conditions shall control. Any reference to Buyer’s purchase order by TFI USA shall not affect or limit the applicability of the terms and conditions contained herein.
2.0 Orders All orders placed by Buyer are subject to acceptance by TFI USA. Orders may not be cancelled or rescheduled without TFI USA’s written consent. All orders must identify the products, unit quantities, part numbers, applicable prices and requested delivery dates of the Products being purchased. Unless otherwise agreed, all materials will be shipped no later than one year from the date that TFI USA accepts the purchase order. TFI USA may in its sole discretion allocate Product among its Buyers. TFI USA may designate certain Products and Services as non-cancelable, non- returnable (“NCNR”) and the sale of such Products shall be subject to any special terms and conditions contained in TFI USA Order Acknowledgement, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere. All orders placed by Buyer with TFI USA will require a purchase order number or unique order identifier. In absence, the Company will provide a unique order number to identify the purchase
3.0 Price The prices of the Products are those prices specified on the front of the invoice. Pricing for undelivered Products may be increased in the event of an increase in TFI USA’s cost, change in market conditions or any other causes beyond the TFI USA’s reasonable control. Price quotations shall automatically expire in twenty-four (24) hours from the date issued, or as otherwise stated in the quotation.
Unless otherwise confirmed by TFI USA, (a) all base prices, together with related extras and deductions, are subject to change without notice; and (b) all orders are accepted subject to TFI USA’s price in effect at the time of shipment.
4.0 Taxes Buyer shall be responsible for the payment of any federal, state or local sales, use or other taxes upon or with respect to the sale, purchase, use, receipt or shipment of the Products.
Setoff; Deductions In no event is Buyer authorized to deduct any amounts from the amounts owed TFI USA unless specifically authorized in writing by TFI USA. Under no circumstances will TFI USA accept deductions that are more than (90) days from date of invoice.
6.0 Payment Payment may be made by ACH or wire transfer (all fees are borne by the Buyer). Where TFI USA has extended credit to Buyer, terms of payment shall be net fourteen (14) days from date of invoice, without offset or deduction unless otherwise approved. On any past due invoice, TFI USA may impose interest at the rate of one and a half percent [1.5%] per month. If Buyer fails to make each payment when it is due, TFI USA reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which TFI USA has extended credit to Buyer. In the event of default by Buyer, TFI USA shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.
6.1 Default in Payment If Buyer fails to make payments on any contract between Buyer and TFI USA in accordance with TFI USA’s terms, TFI USA, in addition to any other remedies available to it, may, at its option (a) defer further shipment until such payments are made and satisfactory credit arrangements are reestablished; or (b) cancel the unshipped balance of any order. Past due payments shall be charged the maximum interest allowed by law.
7.0 Credit All orders are subject to the approval of TFI USA’s Credit Department. Credit terms (including payment terms and credit limits) will be set according to TFI USA’s proprietary credit guidelines, which may be changed from time to time. Buyer’s credit terms and performance will be reviewed periodically per the guidelines and account credit terms are subject to change in TFI USA’s sole discretion. TFI USA may at any time refuse to make shipment or delivery if Buyer fails to fulfill the terms and conditions of payment or fails to provide security in compliance with TFI USA’s credit guidelines. TFI USA may require payment in full or other security in advance.
8.0 Damaged Goods If any goods arrive at Buyer’s destination in a damaged condition or a shortage occurs, Buyer shall report the damage or shortage to the delivering carrier and to TFI USA prior to the damaged product being unloaded.. Any damage or shortage must be noted on the delivery receipt or Bill of Lading (“BOL”) otherwise TFI USA’s position is the shipment is delivered and accepted in full even if either are noted otherwise. Buyer The BOL must have the type of damage (torn, crushed, etc.) and the total quantity received and/or rejected.
Pictures of each of the damaged cases, including labels are to be taken prior to unloading damaged cases. If Buyer is not able to supply pictures the driver must be allowed on the dock prior to unloading the damaged cases to inspect the product. If pictures are not provided or the driver is not allowed to verify the product condition prior to the damaged product being unloaded, then the claim will be denied.
9.0 Short / Over Cases: TFI USA must be notified of any discrepancies within six hours of delivery. Buyer must allow driver on the dock to verify count while being unloaded. BOL must be signed with the discrepancies noted.
TFI USA does not accept “Subject to Count” stamps as a substitute for count at delivery. Total number of cases received must be noted on BOL, in order to ensure an accurate shortage or overage correction.
In cases of disputed shortages additional information from Buyer may be required; such as, but not limited to, scan sheets recounts, inventor verifications
10.0 Buyer Pickup/Will-calls: TFI USA will not honor any claims on will-call orders, with the exception of product quality issues. TFI USA allows Buyers the privilege of buyer pickups. Due to the complexity and variability of production, loading times my vary considerably. All Buyer pickups from TFI USA locations require a scheduled appointment. These appointments are by load dates, not by specific load times. Carriers are responsible for scheduling their own appointment.
11.0 Claims Unless otherwise expressly agreed by TFI USA, claims respecting the condition of goods, compliance with specifications or any other matter affecting goods shipped to Buyer must be made in writing within six (6) hours of delivery receipt and require driver verification by Buyer. Weekend deliveries must be reported in writing by noon on Monday by BuyerBuyer. In no event shall any goods be returned, reworked or scrapped by Buyer without the express written authorization of TFI USA.
TFI USA intends to investigate all claims issues thoroughly and in a timely manner. Upon delivery of the product to your receiving destination, you must notify TFI USA of any seal discrepancies, incorrect case counts, temperature issues, box damage, or refused product within six (6) hours. No claim will be considered if not reported within six (6) hours of receipt of goods. All rejected product must be placed back on original carrier whenever possible. Buyer must notify the TFI USA in writing immediately upon receipt of your invoice if there are any variances on price, or the bill of lading and manifest.
All product claims must include:
Sales order number or invoice number
TFI USA product code number & description of product
Number of cases involved
Pictures
12.0 Force Majeure TFI USA shall not be liable for any delay in or impairment of performance resulting in whole or in part from fire, floods or other catastrophes, acts of God, severe weather conditions; strikes, lockouts or labor disruption; wars, riots, embargo delays, raw material market conditions, the inability to procure supplies or raw materials; or shortages of transportation equipment, fuel or labor; or any other circumstance or cause beyond the reasonable control of TFI USA. Additionally. manufacture, shipment and delivery are subject to any prohibition, restriction, priority allocation regulation or condition imposed by or on behalf of the United States of America or any other governmental body with appropriate jurisdiction which may prevent or interfere with fulfillment of any order.
13.0 Cancellation Orders cannot be canceled or modified by Buyer after acceptance except with the express written concent of TFI USA.
14.0 Termination TFI USA may terminate any order or any part thereof as allowed by these terms. Upon such termination, Buyer agrees to waive all claims for damages, including without limitation, any loss of anticipated profits, and to accept as its sole remedy for termination the reasonable additional costs of obtaining substitute goods of the same quantity and quality, provided such costs do not exceed the TFI USA order price. Any claim for adjustment not asserted within ninety (90) days from the date of such termination shall be deemed to have been waived by Buyer.
15.0 Waiver Waiver by TFI USA of any breach of any of the terms and conditions set forth herein shall not be construed as a waiver of any other breach, and the failure of TFI USA to exercise any right arising from any default of Buyer hereunder shall not be deemed to be a waiver of such right, which may be exercised at any subsequent time.
16.0 General The laws of the State of New Jersey will exclusively govern any dispute between TFI USA and Buyer.
17.0 Complete Agreement These terms and conditions, together with Buyer’s purchase order and sales contract or agreement, if any, constitute the entire agreement between Buyer and TFI USA with respect to any order. No addition to or variations from such terms and conditions, whether contained in Buyer’s purchase order, any shipping release or elsewhere, shall be binding upon TFI USA unless expressly agreed to in writing by Company Executive Management.
