Home About Services Products Contact Us PURCHASE CONTRACT TERMS AND CONDITIONS Purchase order is reflective of product being wholesome and fit for human consumption. Product shall not be off spec, off color, excessive frost or dehydration. Product received must reflect the same dating and item code numbers as written on purchase order. If product received does not comply with what is listed on purchase order, product will be rejected. In the case of a rejection all freight, storage, or loss of PROFITS will need to be reimbursed prior to Marcus Food Co.releasing the product back to original vendor. Marcus Food Co. reserves the right to hold product until full reimbursements are paid. SALES CONTRACT TERMS AND CONDITIONS If Buyer fails to give shipping instructions for or to accept delivery of all, or any part of this contract within the time limit specified, Seller may, at its option without prejudice to its other legal rights, either cancel such undelivered portion or hold the commodity sold for Buyer's account, in which latter event Buyer agrees to pay a carrying charge at Seller's then-current rates. 1. PRICE. This sale is based upon the present freight rates, wharfage, handling, terminal charges, tariff and custom house classifications. War Risk Insurance premiums, excises, taxes, duties and governmental charges now or hereafter imposed by any government agency or authority upon manufacture, refining, sale or use of the products covered hereby, together with any demurrage charges, if applicable, shall be added to the price set forth herein. 2. INSPECTION AND ACCEPTANCE. Buyer may only reject products sold hereunder for non-conformity with a material provision hereof. Buyer shall inspect all shipments of goods upon arrival and shall notify Seller in writing of any failures to conform to the contract. Such notice must be sent within five(5) business days of arrival. Buyer shall further notify Seller in writing of any other failure to conform to the contract within five(5) business days after the failure is discovered or becomes reasonably discoverable, or prior to using the goods, whichever occurs first. If Seller accepts said rejection it may, at its option, cancel the sale of the products rejected or replace the same. Seller shall not be liable for any claim arising from this agreement unless the same is delivered to Seller in writing within seven(7) days after the receipt of Buyer of the products on which said claim is based. 3. LIMITATION OF DAMAGES. In no event shall the Seller be liable to the Buyer or any third party for any indirect, consequential, incidental, special or punitive damages of any nature, including but not limited to: loss of business, lost profits, damages to good will or reputation and or degradation in value of brands or trade names arising out of breach of contract, warranty, tort(including negligence, failure to warn or restrict liability) or otherwise. 4. ASSUMPTION OF RISK. Buyer assumes any and all liability for loss, damage or injury to persons or property, resulting from the use or subsequent sale of goods, either alone or in combination with other goods. 5. SHIPMENT. The methods of shipment packaging shall be in accordance with Seller's standard procedures. Unless otherwise agreed to in writing, all transportation and shipping charges shall be invoiced to and paid by Buyer. Risk of loss or damage shall pass to Buyer upon delivery of the goods to the common carrier for shipment. Unless otherwise specifically stated in this contract, Seller's sampling and analysis shall be final and, on all deliveries, involving shipments by rail, Transcontinental Freight Bureau weight certificates shall govern. 6. SECURITY INTEREST. Seller retains and Buyer hereby grants to Seller a security interest in the shipped goods(and any proceeds thereof) until the full purchase price has been paid. Buyer agrees to allow Seller to register or otherwise perfect such security interest, as permitted by the law in any relevant jurisdiction, and to do all things, provide all assistance and information, and execute all relevant documents, on request, as may be required to ensure Seller obtains and maintains a perfected, first ranking security interest in such goods. Buyer's failure to pay any amount when due shall give Seller the right to possession and removal of the goods at any time upon giving at least ten (10) days prior notice. Seller's taking of possession shall be without prejudice to any other remedies Seller may have. 7. INSTALLMENTS. A sale in several delivery installments is intended to be a separate and independent contract for each installment, and no breach by Seller as to a particular installment shall affect the contract for any other installment; but, if Buyer shall fail to make any payment as provided, or to fulfill the terms of this, or any other agreement with Seller, Seller may defer further deliveries or, at its option, cancel this or any other contracts with Buyer. 8. FORCE MAJEURE. Neither party shall be liable for damages for any delay or failure to perform resulting from any cause beyond the reasonable control of the respective parties, including labor strikes, perils of the sea, fire or acts of God, and Seller shall have the option of canceling this contract as to any portion thereof so affected. Nothing in this provision shall excuse Buyer from its payment obligations hereunder. 9. PRODUCT WARRANTY. Seller makes no representations or warranties, express or implied, except for the written limited warranty, if any, which accompanies the goods purchased hereunder. 10. GOVERNING LAW; LIMITATION OF LIABILITY. This contract and its performance shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to the application of conflict of laws rules; provided that if the Buyer is domiciled in a country other than the United States, the contract will be interpreted in accordance with the laws of the country and / or state in which Buyer is domiciled. In no event shall Seller assume any liability for loss, general damages, or special or consequential damages. 11. BANKRUPTCY. In the event that: Buyer goes into liquidation, bankruptcy or dissolution(voluntary or involuntary), becomes insolvent, fails to pay its debts to Seller as they come due or makes an assignment for the benefit of creditors; a receiver, trustee or administrator is appointed for all of Buyer's assets; or any liquidation, bankruptcy, composition or insolvency proceedings are filed against Buyer, Seller may, at its sole discretion and without notice, immediately cancel all or any part of any unfilled portion of this contract. 12. NO ASSIGNMENT. Buyer shall not assign this contract without the prior written consent of Seller. 13. FINANCE CHARGES. Buyer agrees to pay the total amount due on each invoice / customer statement in accordance with the payment terms thereon, unless otherwise agreed in writing. If not paid when due, Buyer agrees to pay a service charge equal to the lesser of 18 % per annum(1 1 / 2 % per month) or the highest rate allowed by law. Buyer agrees to pay all costs of collection, with or without suit, including actual out-of-pocket expenses incurred by Seller and its agents, including attorney's fees for litigation or bankruptcy and collection agency fees. 14. ENTIRE AGREEMENT. These terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof as of the date hereof and supersede all previous understandings, representations, proposals, and discussions, whether oral or written, between the parties concerning the subject matter hereof. All rights of Seller hereunder are separate and cumulative and not one of them, whether or not exercised, shall be deemed to be an exclusion of any of the other rights and shall not limit or prejudice any other legal or equitable right which Seller may have. No waiver by Seller of any default shall be deemed a waiver of any subsequent default. Copyright © 2021 Marcus Food Co. All rights reserved Terms and Conditions Industry Links