Terms & Conditions

Secret Ingredients LLC
 

TERMS & CONDITIONS OF PURCHASE

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1. Revocation/Termination. Purchaser may revoke this purchase order (the “Order”) any time prior to acceptance by supplier. Purchaser may terminate this Order, in whole or part, at any time prior to shipment of goods or substantial performance of services, as the case may be, subject only to (a) an equitable adjustment in the case of goods specially manufactured for purchaser and not saleable to others in the ordinary course of supplier’s business and (b) reimbursement of reasonable and necessary variable costs and expenses incurred
by supplier through the date of termination in order to perform services hereunder.
 

2. Acceptance. This Order shall become a binding contract on the terms and conditions set forth herein upon supplier’s acknowledgment of this Order, or shipment of the goods or performance of the services covered by this Order. Any acceptance of this offer is expressly limited to the terms and conditions contained in this Order. All additional or different terms contained in supplier’s acceptance shall be deemed material alterations to this offer and notice of objection to such terms is hereby given, and such terms shall not be binding on purchaser. Any reference herein to supplier’s quotation does not constitute acceptance of any terms or conditions contained in supplier’s quotation form. If this Order is determined to be an acceptance of an offer made by supplier and this Order contains terms that are additional to or different from those offered, purchaser’s acceptance is expressly made conditional on supplier’s assent to the additional and different terms contained herein.
 

3. Delivery. Goods shall be delivered F.O.B. purchaser’s facility or on such other delivery terms as may be stated on the face hereof. Title and risk of loss to goods shall pass to purchaser upon delivery to and acceptance by the carrier, if delivery is F.O.B. origin, or upon delivery to the designated destination and receipt of such shipment by an authorized representative of purchaser, if delivery is F.O.B. destination. Purchaser is not required to receive any shipment of goods that arrives at any place other than the designated destination or at any time other than purchaser’s normal receiving hours at the designated destination. All freight charges for shipments to purchaser’s locations shall be prepaid, if for supplier’s account, or freight collect, if for purchaser’s account. Purchaser reserves the right to route all shipments if purchaser is paying freight charges. Time is of the essence of purchaser’s contract with supplier. Supplier will inform purchaser immediately if any goods or services covered hereunder will not be delivered or performed at the time specified herein or promised by supplier.
 

4. Inspection/Rejection. Neither receipt of any shipment nor payment for any goods delivered hereunder by purchaser shall constitute acceptance of such goods. Purchaser shall have the right to inspect all goods and services delivered or performed hereunder and may reject all or part of such goods or require the re-performance of all or part of such services which are not fully conforming to the terms, warranties or specifications contained herein. Goods rejected and goods supplied in excess of the quantities stated herein or shipped contrary to
instructions or after the date for delivery specified herein may be returned to supplier at its expense and, in addition to purchaser’s other rights, purchaser may charge supplier all expenses of unpacking, examining, repacking and reshipping such goods.
 

5. Warranties/Remedies. Supplier warrants and guarantees that: (a) the goods or services furnished by supplier will conform to all specifications, samples and appropriate standards and goods will be new and free from defects in material and workmanship; (b) it has title to the goods and the goods are not subject to any security interest, lien or other encumbrance and do not infringe upon or violate
any patent, trademark, copyright, trade name, trade secret or any other intellectual property rights held by others; (c) the goods will be delivered in good and undamaged condition, and will be merchantable and fit and safe for the particular purpose for which the goods are required; (d) the goods will conform to all statements made in letters, proposals, brochures, advertisements or other material provided to purchaser; (e) the goods are not adulterated, misbranded, falsely labeled or advertised, or falsely invoiced within the meaning of any  applicable local, state or federal laws, rules or regulations, and are otherwise properly labeled as to content; (f) all weight, measures, sizes, legends or descriptions printed, stamped, attached or otherwise indicated with regard to the goods are true and correct; (g) if supplier is not the manufacturer of the goods, supplier is an authorized reseller of the good and represents that purchaser will receive and have available to it all manufacturer’s warranties; and (h) supplier has and will comply with all federal, state, local and foreign laws, rules, regulations, ordinances and orders applicable to the sale of goods or performance of services provided hereunder. 

The parties recognize that breaches of the foregoing warranties may not be apparent or discovered on examination of the goods or services furnished hereunder and/or may occur subsequent to inspection, testing, acceptance or use of such goods or services and all of purchaser’s rights with respect to such breaches are expressly preserved without regard to whether they were or should have been apparent or discovered. The foregoing warranties are not limited in time and shall survive inspection, testing, acceptance and/or use of the goods
furnished hereunder, and shall run to purchaser, its successors, assigns and customers, and users of products sold by purchaser. In addition to such warranties, the warranties provided by the Uniform Commercial Code are specifically incorporated herein.
Purchaser may, at its option, require supplier to repair, replace, re-perform and/or provide a full refund for any goods, services or part or portion thereof which fail in any respect to conform with one or more of the foregoing warranties. Supplier shall re-perform as required and make all such required repairs or replacements at no charge to purchaser, whether for labor, materials, transportation or otherwise. If supplier fails to so repair, replace or re-perform within a reasonable time after notice, purchaser may procure a substitute repair, replacement or re-performance and charge supplier for the cost incurred by purchaser to do so.

6. Indemnification. Supplier shall defend, indemnify and hold purchaser, its successors, assigns, affiliates, employees, and agents harmless from and against any and all damages, claims, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to any nonconformity in the goods provided hereunder, any act or omission of supplier, its agents, employees or subcontractors, or any breach by supplier of any terms, conditions or warranties contained herein. Supplier agrees to procure and maintain, at its expense,
products liability and other appropriate insurance covering supplier’s obligations hereunder. Upon request, supplier will promptly deliver insurance certificates reasonably satisfactory to purchaser.

7. Non-Disclosure. Supplier will not disclose nor use for any purpose other than filling this Order the cost or volume of purchaser’s purchases or any other confidential or proprietary information or data of purchaser to any third party without purchaser’s prior written consent. Supplier will not refer to purchaser or any company affiliated with purchaser in publication form in connection with goods or services rendered by supplier without the prior written approval of purchaser.

8. Force Majeure. If any place of business or other premises of purchaser is affected by lockouts, strikes, riots, war, fire, civil insurrection, flood, earthquake, or any other casualty or cause beyond purchaser’s reasonable control, which impedes or delays the reception, handling, inspecting or processing of goods furnished by supplier by purchaser, its agents or employees, purchaser may, at its option, suspend or cancel all or any part of this Order yet to be delivered by giving notice to supplier. If supplier’s production is partially restricted or delayed due to a force majeure event of the type described herein, it shall use all reasonable efforts to accommodate the requirements of purchaser, including but not limited to giving this Order preference and priority over those of other customers which were placed after this Order.
 

9. Assignment. Neither party may assign or transfer this Order without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed; provided, however, purchaser may freely and without consent assign or transfer this Order to any parent, subsidiary or affiliate of purchaser or to any successor-in-interest to all or substantially all of the assets or business of purchaser. This Order be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns.

10. Entire Agreement; Amendment; Validity. This Order constitutes a complete final written expression of the terms of the parties’ agreement with respect to the subject matter hereof. This Order may not be amended, nor any provision hereof waived, except in a writing signed by the parties. No finding that a part of this Order is invalid or unenforceable shall affect the validity or enforceability of any other part hereof.

11. Applicable Law; Venue. This Order shall be deemed to have been made and entered into in the State of Illinois and shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its or any other jurisdiction’s choice of law provisions. All legal proceedings arising out of this Order shall be brought and prosecuted solely in the state and federal courts located in the County of Cook, Illinois. The parties acknowledge the aforesaid courts shall have exclusive jurisdiction over this Order, and specifically waive any claims that they may have that involve jurisdiction or venue, including, but not limited to, forum non conveniens.

12. Waiver. Purchaser’s failure to insist on performance of any of terms or conditions herein or to exercise any right or purchaser’s waiver of any breach hereunder shall not thereafter operate as a waiver of those terms, conditions, or rights or as a waiver of any other terms, conditions, or rights, whether of the same or similar type.