STAR BLENDS LLC: SALES CONTRACT FOR FEED SUPPLY – DROP SHIP - Terms & Conditions
Buyer and Seller regularly deal in goods of this kind, and agree that they both meet the definition of “Merchant” under Wis. Stat. § 402.104(3). This agreement was either signed by Buyer at the time of order or seasonably confirms a verbal request by Buyer to purchase the indicated goods on the agreed terms. Buyer must return a signed copy of this agreement within 10 days of receipt, and agrees that Buyer’s failure to do so may delay Seller’s performance of this agreement, Whether or not Buyer returns a signed copy, Buyer agrees that this agreement is binding if Buyer does not provide Seller a written objection to this agreement within 10 days of receipt.
Please return to: FAX: 608-269-0697; EMAIL or MAIL: Star Blends LLC PO BOX 309 Sparta WI 54656; email@example.com
The parties agree as follows:
1. Terms of Contract. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods set forth in “Sales Contract Details” in the quantities and at the prices stated in “Sales Contract Details,” subject to all the terms of this agreement. The price indicated in the “Sales Contract Details” is the Net Price, net of and subject to the Buyer’s credit terms with Seller in Buyer’s separate Credit Agreement with Seller, as it may be amended from time to time. All orders and transactions under this agreement are subject to Buyer’s credit terms as determined by Seller. Unless otherwise stated in “Sales Contract Details,” the Buyer shall pay all taxes and third-party expenses imposed on, in connection with, or measured by the transaction contemplated by this agreement in addition to the prices set forth on “Sales Contract Details.” Subject to taxes, expenses, interest and except as otherwise indicated in this agreement, the Net Price shall be the price paid by Buyer, but the invoices and statement balances issued by Seller (including taxes, expenses, etc.) shall control the amount Buyer owes to Seller. This agreement is also subject to Seller’s general terms and conditions, as they may be amended from time to time, which are incorporated by reference as if fully stated herein, but in the event of any conflict between Seller’s general terms and conditions and this agreement, the terms of this agreement shall control. In the event of any conflict between this agreement and any other terms and conditions specified by Buyer, this agreement shall control. No additional or different terms or conditions in any communication from Buyer, whether contained in any purchase order or other communication, before or after the date hereof, will be binding on Seller and Seller specifically objects to such additional or different terms, unless Seller specifically agrees to such terms in writing.
2. Payment. Payment is due upon Buyer’s placement of an order, unless otherwise indicated in Seller’s ACH agreement with Buyer or unless otherwise indicated on Seller’s invoices. Buyer agrees that any amounts not paid by the date due shall accrue interest at the rate of 1.5% per month until paid in full. A $35 fee will be assessed for each returned item (check or ACH) that is dishonored for any reason.
3. Delivery; Title; and Risk of Loss. Title, as well as risk of loss and/or damage, passes to the Buyer f.o.b. at the time and place of shipment, or, for products that are not shipped, at the time and place the product is made available to Buyer for pickup. The Seller will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond the Seller’s reasonable control.
4. Disclaimer of Warranty; Due Diligence. THE PRODUCTS SOLD UNDER THIS AGREEMENT ARE SOLD AS IS, WITH NO WARRANTIES OF ANY KIND. SELLER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In the event of any defect in Product provided under this agreement, Buyer must notify Seller in writing within 10 days of receipt of such Product, and Buyer’s sole remedy shall be replacement of the defective Product or a refund of that portion of the Product that is defective, at Seller’s sole election. Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Product and that no such statements or representations have been made. The Buyer acknowledges that it has relied solely on the investigations, examinations, and inspections as the Buyer has chosen to make and that the Seller has afforded the Buyer the opportunity for full and complete investigations, examinations, and inspections with respect to all aspects of this agreement.
5. Limitation of Liability. SELLER DISCLAIMS AND SHALL NOT BE SUBJECT TO LIABILITY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) RELATING IN ANY WAY TO THIS AGREEMENT (WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LAW). BUYER’S SOLE REMEDIES UNDER THIS AGREEMENT SHALL BE AS PROVIDED IN THIS AGREEMENT. THE MAXIMUM LIABILITY OF SELLER ARISING FROM ANY PRODUCT SOLD SHALL BE THE PRICE OF THE PRODUCT.
6. Default By Buyer, Seller’s Remedies. If Buyer is ever in default under the shipping schedule and/or the Shipment Period, Buyer must notify Seller immediately by telephone, confirmed promptly by written communication. Upon receipt of such notice, Seller may, at its sole discretion: (1) agree to extend the Shipment Period; (2) sell-out, for the Buyer’s account, the defaulted portion of the shipment, at the price, at Seller’s election, provided for in this agreement or Seller’s prevailing rates at the time of Buyer’s notification of default; (3) cancel the defaulted portion of the shipments at the price, at Seller’s election, provided for in this agreement or Seller’s prevailing rates at the time of Buyer’s notification of default; or (4) insist on performance of this agreement and pursue damages for Buyer’s breach. If the Buyer fails to notify Seller immediately of any default, Seller may exercise any of (1)-(4) above and, in addition: (1) Buyer will be responsible at Seller’s election for any unfavorable changes in Seller’s prevailing rates between the time of default and the time Seller becomes aware of the default; and (2) Seller may pursue damages for Buyer’s failure to notify, including but not limited to reasonable costs and expenses Seller has incurred as a result of Buyer’s failure to notify. In addition to the above, Seller shall have all other rights and remedies provided for under the Wisconsin Uniform Commercial Code (“UCC”). All such remedies herein and under the UCC shall be cumulative and may be exercised by Seller in any order. No delay or failure by Seller in the exercise of any right or remedy shall constitute a waiver thereof, and no single or partial exercise by Seller of any right or remedy shall preclude other or further exercise thereof, or the exercise of any other right or remedy hereunder or under applicable law.
7. Governing Law and Recovery of Expenses. The laws of the State of Wisconsin (without giving effect to its conflict of laws principles) govern all matters relating in any way to this agreement. Buyer hereby consents to the exclusive jurisdiction of any state or federal court situated in Wisconsin, and waives all jurisdictional and venue defenses and assertions of forum non conveniens, with regard to any actions, claims, disputes or proceedings relating in any way to this agreement. Nothing herein will affect Seller’s rights to serve process in any manner permitted by law, or limit the Seller’s right to bring proceedings against the Buyer in the competent courts of any other jurisdiction or jurisdictions. In any action or proceeding to recover amounts due under this agreement, the Seller will be entitled to recover from the Buyer, in addition to any other relief awarded, all expenses that the Seller incurs, including legal fees and expenses.
8. Non-Assignment; Delegation. The Buyer may not assign any of its rights or delegate of its duties under this agreement, except with the prior written consent of the Seller. Any purported assignment or delegation in violation of this section is VOID.
9. Entire Agreement. This agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.
10. Amendments. No amendment to this agreement will be effective unless such amendment is in writing and signed by Seller.
11. Force Majeure. Seller will not be liable for any failures or delays caused by strikes, differences with workers, or any causes beyond the reasonable control of Seller, 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 the Severe Acute Respiratory Syndrome Coronavirus 2 (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.