Stone Gate Foods Sales Terms and Conditions

1. PAYMENT TERMS: The payment terms unless otherwise agreed to in writing by Stone Gate Foods is Net 21 days from invoice date. A 1.5% service charge will be applied to all unpaid invoices over thirty (30) days or the highest amount permitted by law, whichever is less. If any legal action is required by Stone Gate Foods to compel payment of any amount overdue, then buyer agrees to pay all costs of collection, including attorney’s fees and expenses, until full payment has been received. Minnesota law allows Stone Gate Foods to collect a fee of $30.00 for all checks and notes of payment that are dishonored in any way. If any litigation is brought between the parties regarding any sale between Stone Gate Foods and buyer, the prevailing party shall be reimbursed by the losing party the prevailing party’s litigation costs, expenses, and attorney’s fees.

2. CUSTOMER PICKUP: All merchandise picked up at Stone Gate Foods in a customer owned, leased, or contract carrier vehicle is sold on a FOB origin basis. The driver of the customer vehicle is responsible for count and will assist in loading the vehicle. Any shortage, damage, or consequential loss is at the customer’s expense. Buyer must notice Stone Gate Foods at least 48 hours in advance of any pickups.

3. SHIPMENT DAMAGES & SHORTAGES: Buyer must inspect all shipments immediately. Damages and shortages must be reported to the carrier upon shipment of goods. All damages regarding shipment damages and shortages shall be noted on buyer’s freight bill and signed by the driver. ALL CLAIMS REGARDING SHIPMENT DAMAGES AND SHORTAGES SHALL BE SUBMITTED TO STONE GATE FOODS WITHIN 48 HOURS OR ARE WAIVED BY BUYER.

4. CLAIMS: All claims of any nature excluding shipment damages and shortages which are not made known to Stone Gate Foods in writing within 30 days after the arrival of goods at the destination are waived. All claims for losses or damages which occur in transit shall be made to the freight carrier by the buyer and not deducted from the invoice. Buyer will afford Stone Gate Foods’ representative reasonable opportunity to examine and test the material which is the basis of the claim. No claim against Stone Gate Foods will be allowed or given credit for the merchandise returned without prior written authorization from Stone Gate Foods. In the event the material received is damaged or an order received is short, in addition to the requirements of Section 3 above, the buyer shall immediately notify Stone Gate Foods’s customer service department. A copy of the delivery carrier’s receipt, indicating the alleged damage or shortage and the disposition of the damaged material must accompany this notification.

5. CREDIT: Terms of sales are subject to approval of Stone Gate Foods’ credit department. See Section 1 above. Stone Gate Foods reserves the right to receive adequate security from buyer in advance or COD payment before making or continuing shipments hereunder in the event that the buyer’s credit shall at any time be or become impaired. Contact Stone Gate Foods’ credit department for a credit application and terms of credit.

6. TITLE, RISK OF LOSS: Title to material and risk of loss thereof shall pass to buyer upon delivery to the carrier at the shipping point.

7. PRODUCT WARRANTY: Stone Gate Foods, as the seller, warrants that products shipped to any buyer will be free of defects in workmanship. The seller makes no warranty of any other kids, expressed or implied. The buyer shall assume all risks and liabilities for results obtained by the usage of Stone Gate Foods products either singly or in combination with other products. Stone Gate Foods’ liability for loss or damage due to the seller’s products is limited to replacement of seller’s materials only. No representative of Stone Gate Foods has the authority to make any guarantee or agreement except as stated herein.

8. PERFECT MATCH BILLING: Stone Gate Foods is committed to providing timely delivery of all products and services. Please ensure that all purchase orders have all current and correct pricing to secure perfect match billing. This should result in timely shipments and delivery of products and services. Any purchase orders that have incorrect pricing will be subject to new product delivery dates from the date the pricing has been corrected and resolved.

9. FORCE MAJEURE: The consequence, direct or indirect, of labor troubles, fires, accidents, floods, war, shortage of transportation, failure or suspension or curtailment of production due to the shortage of supply of raw materials, or other economic factors, Government acts or requirements and any and all like or different causes beyond the control of the parties hereto shall excuse performance by either party to the extent by which performance is prevented. Thereby the buyer shall not be excused with regard to shipments already made or materials then in process of manufacture. Stone Gate Foods may, during any period of shortage due to any of said causes, allocate the available supply of material among its customers in such manner as may be deemed equitable in the sole judgment of Stone Gate Foods.

10. ASSIGNABILITY: Buyer may not assign this agreement without Stone Gate Foods’ prior written consent.

11. GOVERNING LAW AND VENUE: The sale(s) between Stone Gate Foods and buyer shall be governed by the laws of the State of Minnesota (including, without limitation, it’s UCC) without regard to its conflict of laws provisions. Scott County District Court, First Judicial District of Minnesota shall have the exclusive jurisdiction of any and all controversies arising out of these Sales Terms and Conditions or any controversy between the parties. The buyer agrees that no forum non convenes defense shall be apply to any such action.

12. MEDIATION: The parties shall attempt in good faith to promptly resolve any dispute arising out of any sales transaction by negotiations between representatives who have authority to settle the controversy. If unsuccessful, the parties shall engage in non-binding third-party mediation, with fees and expenses of such mediation apportioned equally to each side. The party seeking relief under this Agreement shall compile a list of three (3) mediators and send it to the other party. Within five (5) business days, the other party shall either (i) select one of these three mediators, or (ii) send a new list of three mediators to the first party. If the parties cannot agree on a mediator, the mediation shall be conducted by two (2) mediators with one being chosen by each party. Any dispute not resolved by negotiation or mediation may then be submitted to Scott County District Court per Section 11 in accordance with these terms.

13. HEADINGS AND INTREPRETATION: The titles of the paragraphs of this order are for convenience only and shall not affect their interpretation. Both parties shall be considered the “drafter” for interpretation purposes with one party not holding any burden of proof over the other if any ambiguities are found to exist.

14. SEVERABILITY: Each and every provision of these Terms and Conditions are severable from any and all other provisions. In the event that any provision of these Terms and Conditions is held to be invalid, the other provisions shall continue in full force and effect, and the offending provision, to the extent practicable, shall be reformed so as to be achieve its intended purpose.

Posted date: July 25, 2016

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