STAR BLENDS LLC: SALES CONTRACT FOR FEED SUPPLY – INGREDIENTS THROUGH THE MILL
STAR BLENDS, LLC
Purchase Order Terms & Conditions
ACCEPTANCE: These terms and conditions and the documents referred to herein govern all Purchase Orders issued by Star Blends LLC (“Star Blends”) to the supplier identified on each Purchase Order form (“Supplier”). Fulfillment of any part of any Purchase Order, or any other conduct by Supplier which recognizes the existence of a contract pertaining to the subject matter of such Purchase Order, shall constitute acceptance by Supplier of such Purchase Order and all of the terms and conditions included or referenced herein (the “Contract Terms”). Star Blends objects to any terms proposed in Supplier’s proposal, sales note, acknowledgment, or other form of acceptance of Star Blends’ offer which add to, vary from, or conflict with the Contract Terms. Any such proposed terms shall be void and the Contract Terms constitute the complete and exclusive statement of the terms and conditions between Supplier and Star Blends. The Contract Terms may be modified only by a written instrument executed by authorized representatives of both Supplier and Star Blends. If this Purchase Order has been issued by Star Blends in response to Supplier’s offer and if any of the Contract Terms add to, vary from or conflict with any terms of Supplier’s offer, then the issuance of this Purchase Order by Star Blends shall constitute an acceptance of Supplier’s offer subject to the express condition that Supplier assents to the additional, different and conflicting Contract Terms and acknowledges that this Purchase Order constitutes the entire agreement between Supplier and Star Blends with respect to the subject matter hereof and the subject matter of Supplier’s offer. Supplier shall be deemed to have so assented and acknowledged unless Supplier notifies Star Blends to the contrary in a writing signed by Supplier’s authorized representative within 10 business days of receipt of this Purchase Order.
EXECUTION AND AUTHORITY: For any document related to any Purchase Order that is sent by facsimile or other electronic document transmission, the parties hereto agree that (a) any printed copy of any such document is a counterpart original copy, (b) delivery of any such document to the recipient is authorized by the recipient, (c) the name of an authorized agent of the party sending such document is sufficient as a signature thereon on behalf of such party and the intent of such signature is to authenticate the writing, and (d) an electronically stored and reproduced copy of any such document shall be deemed to be legally sufficient evidence of the terms of such document for all purposes.
CHANGES: Star Blends reserves the right to make changes in scope of work to be performed, time and place of delivery and method of transportation. If such change is made, it will be evidenced in writing by Star Blends. Supplier may not make any change in scope of work to be performed, price, time and place of delivery or method of transportation without Star Blends’ written acknowledgment of the change.
TERMINATION: Star Blends may terminate for convenience at any time by written notice any Purchase Order, or its obligation to purchase any product (“Product”) or services (“Services”) from Supplier. If a Purchase Order is terminated for convenience, then the termination date shall be not less than 10 days from the date of notice, unless otherwise mutually agreed to by the parties. Star Blends shall pay for any Product or Services received prior to the date that termination becomes effective (on a pro rata basis if Star Blends has paid in advance any fees covering a fixed period of Services). Unless Star Blends has requested and received a refund in respect of any undelivered Product(s) or terminated Services, it shall be entitled to the delivery of all Product(s) and completion of all Services for which it has paid prior to the effective date of the termination. In addition to any other remedy provided at law or equity, Star Blends shall have the right to terminate or cancel any Purchase Order, and any obligation to purchase any Product or Service, in the event Supplier (a) fails to comply with any condition of the Purchase Order or any related Agreement, and such failure is not remedied within 14 days after written notice thereof has been given to such other party; (b) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy or similar officer for all or parts of its business or assets; or (c) avails itself of or becomes subject to any bankruptcy proceeding under the laws or any jurisdiction relating to insolvency or the protection of rights of creditors.
OTHER AGREEMENTS: Supplier will comply with Star Blends’ Transporting Material Receiving Policy and all information and documentation provided by Supplier in connection with completion of Star Blends’ New Supplier Evaluation Form, which are incorporated by reference.
WARRANTY: Supplier expressly warrants that all goods and services supplied to Star Blends by Supplier as a result of this Purchase Order shall conform to the specifications or other description upon which this Purchase Order is based, shall be fit and sufficient for the purpose intended, merchantable, of a quality generally acceptable in the industry in which the goods are sold, of good material and workmanship and free from defects. Inspection, testing, acceptance or use of the goods by Star Blends shall not affect Supplier’s obligations under this warranty. Supplier agrees to replace or correct promptly all defects of any goods or services not conforming to the foregoing warranty without expense to Star Blends, when notified of such non-conformity by Star Blends. In the event of Supplier’s failure to correct defects in or replace non-conforming goods or services promptly, Star Blends may, after reasonable notice to Supplier, make such corrections or effect cover at Supplier’s expense.
PRICE: Changes in Purchase Order prices must be authorized in advance by Star Blends. If no price is shown, Supplier must notify Star Blends’ buyer who issued the Purchase Order of the price, and his/her acceptance must be obtained in writing before filling the Purchase Order. Prices shall not in any event be higher than the lowest price Supplier offers to any of Supplier’s other customers ordering similar quantities of Product(s) (net of rebates, etc.). Unless otherwise provided on the Purchase Order, delivery of Goods shall be f.o.b. destination. Supplier’s prices include all related customs duty.
TAXES: Star Blends will not be liable for any taxes with respect to any Purchase Order, except for taxes which Supplier is required by law to collect from Star Blends. Supplier shall not collect or remit, and Star Blends shall not be liable for, any such taxes if Star Blends has provided Supplier with a tax exemption certificate. If Star Blends is required by the law of any jurisdiction to withhold any taxes, duties, fees, levies, or charges (“Withholding Taxes”) from any fees or other charges (including reimbursement of expenses) paid to Supplier, Star Blends will be entitled to deduct the amount of such Withholding Taxes from the amount of such fees or other charges (including reimbursement of expenses). If Supplier is either exempt from withholding or entitled to a reduced rate of withholding pursuant to a tax treaty or other applicable law and provides Star Blends with adequate documentation of such exemption from or reduced rate of withholding, Star Blends will be entitled to withhold only such Withholding Taxes from which Supplier is not exempt.
INVOICES: All invoices must reference the Purchase Order number, item number, description of items, sizes, quantities, unit prices and extended totals. If a Purchase Order contains more than one item, Supplier’s invoice will make the proper reference. Freight costs charged and taxes to be collected by Supplier (if any) shall be separately stated, and taxes shall be remitted by Supplier to the appropriate taxing authority. All invoices shall comply with the requirements of each relevant taxing authority and include sufficient information to enable Star Blends to obtain appropriate credit for any taxes charged. All invoices must be issued within three business days of the invoice date and shall be emailed to AP@starblends.com with copy to the requisitioner listed on the Purchase Order. All invoices are subject to review for errors. Failure to comply with the above may result in delayed payment or returned invoices.
PAYMENT: As full consideration for Supplier’s satisfactory provision of the Product(s) or performance of the Services, Star Blends will pay Supplier’s invoice not later than 60 days following Star Blends’ receipt of said invoice, or as per contract payment terms. Star Blends’ payment of any such invoice shall
constitute full and complete satisfaction of any and all actual and potential fees for the billing period covered by the invoice. Partial payments will not be made unless Star Blends agrees otherwise in writing. All payment terms will be calculated based upon date of invoice and payment terms will be considered satisfied based upon date of postmark of payment, or if EFT or ACH payment, date of transmission.
11. PRESUMPTIONS: Supplier’s submission of an invoice shall give rise to a presumption that the charges are the full amount Supplier is due for the goods or services listed on or referred to in the invoice. Supplier may submit supplemental invoices only if accompanied by a copy of the original invoice and documentation acceptable to Star Blends that establishes the validity of Supplier’s claim for underpayment. If a supplemental invoice and supporting documentation are not furnished within 60 days after the date of submission of the original invoice, the claim shall be conclusively presumed waived.
12. FORCE MAJEURE: Star Blends shall not be liable for any failures or delays in the performance of its obligations and responsibilities under any Purchase Orders when the failure or delay is caused by strikes, differences with workers or any causes beyond the reasonable control of Star Blends, including but not limited to natural disasters or acts of God, acts of terrorism, fires, floods, accidents, action of any governmental authority, war, insurrection or riots, epidemics, pandemics, viruses or other communicable disease outbreaks including but not limited to SARS-CoV-2 and the Coronavirus Disease (COVID-19), quarantines, national or regional emergencies, or shortages of labor, energy, raw materials, production facilities, or transportation.
13. INDEMNITY: Supplier shall, at Supplier’s sole cost and expense, release, defend, indemnify and hold Star Blends and its directors, officers, agents, employees and owners harmless from and against all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) of any kind that in any way relate to or arise, in whole or in part, due to any (a) allegation against Star Blends of any injury to a third party relating to any Product or Services; or (b) claim that the Products or Services are dangerously defective or violate applicable law or regulations.
14. INSURANCE: Supplier shall ensure that its employees and all others providing services at its request under this Purchase Order are covered under applicable workers’ compensation laws. Supplier shall maintain, at its own expense, comprehensive general liability insurance of a nature and in an amount acceptable to Star Blends with proof of insurance provided at the time a vendor account is set up and maintained at all times for and during which Supplier and Star Blends engage in commerce of any kind. Star Blends may request additional proof of insurance at any time.
15. LIMITATION OF LIABILITY: IN NO EVENT WILL STAR BLENDS BE LIABLE TO SUPPLIER OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF PROFITS OR BUSINESS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING FROM OR AS A RESULT OF THESE CONTRACT TERMS, ANY PURCHASE ORDER OR ANY AGREEMENT BETWEEN THE PARTIES RELATING TO THE PRODUCTS, SERVICES OR DELIVERABLES SUPPLIER PROVIDES, EVEN IF STAR BLENDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. PACKAGING: Unless otherwise specified, the products Supplier sells to Star Blends shall be (a) packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice, (b) unless shipping is otherwise provided for, acceptable to common carriers for shipment at the lowest rate for the particular goods and in accordance with applicable regulations, and (c) adequate to insure safe arrival at the named destination. Supplier agrees to include proper Safety Data Sheets and mark all containers with necessary lifting, handling, and shipping information, as well as Purchase Order numbers, date, or dates.
17. RISK OF LOSS/TITLE: Unless arrangements acceptable to Star Blends are made for delivery by a third-party transporter, and regardless of the method of shipment used, Supplier agrees to deliver all product specified on the Purchase Order to the location(s) specified on the Purchase Order at Supplier’s own risk. Supplier shall bear the risk of loss, destruction or damage until the items are accepted by Star Blends, and title to Products shall not pass from Supplier until delivery to the location designated by Star Blends and acceptance thereof. In the event delivery occurs through a third party, the third party shall bear the risk of loss, destruction or damage until the items are accepted by Star Blends.
18. DELIVERY: Time is of the essence. Delivery will be provided in compliance with any separate delivery agreement (if any) entered into between Supplier and Star Blends, the terms of which are incorporated herein by reference. Regardless of whether a separate delivery agreement exists, Supplier agrees to comply with Star Blends’ Incoming Transportation Guidelines, as well as any separate shipping and delivery schedules (as applicable) without any delay. Shipments must equal the amounts identified in the Purchase Order, no changes or substitutions in specifications may be made without Star Blends’ prior written consent, and Supplier must provide Star Blends with advance notice prior to any partial shipments. Star Blends’ acceptance of late shipments shall not constitute a waiver of any of Star Blends’ rights to collect damages for late delivery. Supplier shall report to Star Blends any delays in a schedule immediately as they become known to Supplier. Star Blends reserves the right to cancel this Purchase Order and effect cover if Supplier does not or cannot comply with the schedule(s) indicated on this Purchase Order, and Supplier is responsible for any increase in cost. Star Blends may return overshipments to Supplier at Supplier’s expense for all packing, handling, sorting and transportation. Star Blends may from time to time, and with reasonable notice, suspend schedules specified in the Purchase Order. A packing list must be enclosed in all shipments showing the Purchase Order number and exact quantity and description of the goods shipped.
19. INSPECTION/TESTING/REJECTION: Payment by Star Blends for the goods or services delivered hereunder shall not constitute Star Blends’ acceptance. Star Blends retains the right to inspect the goods or work performed and to reject any or all of the goods or work performed which are in Star Blends’ judgment defective. Goods rejected by Star Blends and goods supplied in excess of quantities called for herein may be returned to Supplier at Supplier’s expense. In the event Star Blends receives goods whose defects or nonconformity is not apparent on examination, resulting in deterioration of Star Blends’ finished product, Star Blends reserves the right to require the replacement, as well as payment of any resulting damages.
20. ASSIGNMENTS/SETOFFS/SUBCONTRACTING: Supplier may not assign, subcontract or transfer this Purchase Order, the work required to be done or any payments to be made hereunder without Star Blends’ prior written approval. No invoices may be rendered by others than the named firm shown as “Supplier” on the Purchase Order without Star Blends’ written permission. Any such attempt to assign, subcontract or transfer is VOID.
21. COMPLIANCE WITH LAWS. Supplier warrants that all goods and services provided pursuant to any Purchase Orders comply with all laws applicable in all applicable jurisdictions: (a) in which any such goods are manufactured; (b) through or to which any such goods are transported or delivered; and (c) in which any such services are provided. Supplier warrants that all goods and services provided pursuant to any Purchase Orders shall comply with any laws of the United States of America that apply to any such goods and services, or that apply to Star Blends in regard to such goods and services.
22. REMEDIES: Star Blends’ remedies shall be cumulative and shall include any remedies allowed by law.
23. GOVERNING LAW/SUBMISSION TO JURISDICTION: This agreement shall be construed in accordance with the laws governing contracts made and to be performed in the State of Wisconsin. Supplier hereby consents to the exclusive jurisdiction of any local, state, or federal court located within the State of Wisconsin and waives any objection which Supplier may have based on improper venue or forum non conveniens.
24. WAIVER: Waiver of any right by Star Blends in one instance shall not constitute a waiver for all instances nor a waiver of any other term or condition. Delay or any single or partial exercise on Star Blends’ part of any right, power or privilege shall not be a waiver thereof of any other right, power or privilege.