Terms and Conditions of Sale

These Terms and Conditions of Sale govern all sales of goods and services by Biedermann and Sons Distribution LLC (“Seller”) to the purchaser (“Buyer”). By placing an order, Buyer agrees that these Terms and Conditions of Sale constitute the entire agreement between Buyer and Seller.

1. Governing Terms

These Terms and Conditions of Sale, together with the applicable sales contract, Seller’s order acknowledgment, and any Seller-issued documents (collectively, the “Terms”), are the sole terms governing the transaction. Seller expressly rejects any additional or conflicting terms proposed by Buyer, whether oral, written, or electronic, including terms contained in purchase orders or on Buyer websites, unless expressly agreed to in writing by an authorized officer of Seller.

2. Purchase Price and Price Increases

All purchase prices are as stated in the applicable sales contract and exclude taxes, fees, or governmental charges. Buyer is responsible for all such amounts. Seller reserves the right to adjust pricing due to increases in freight, fuel, storage, duties, or similar costs. Any pricing changes will be effective upon notice to Buyer.

3. Payment Terms

Unless otherwise stated, payment is due within twenty (20) days from the invoice date. Payments must be made in U.S. dollars via approved methods designated by Seller. Late payments may be subject to interest as permitted by law.

4. Shipping, Delivery, and Risk of Loss

All shipments are F.O.B. Seller’s designated delivery point unless otherwise stated. Title and risk of loss pass to Buyer upon delivery. Buyer is responsible for ensuring proper transportation when arranging its own carrier.

5. Quantities and Allocations

Buyer’s purchase commitments under any quarterly allocation are firm. Failure to accept agreed quantities may result in damages, including price differentials and carrying costs. Seller may make partial shipments and allocate supply during shortages in a commercially reasonable manner.

6. Inspection and Acceptance

Buyer must inspect goods within ten (10) days of receipt. Claims for nonconforming goods must be submitted in writing within this period. Seller’s sole obligation is, at its option, replacement, credit, or refund. These remedies are exclusive under these Terms and Conditions of Sale.

7. Limited Warranty

Seller warrants that goods are free from liens, comply with applicable regulations at delivery, and substantially conform to descriptions in the sales contract. This warranty replaces all other express or implied warranties, including merchantability or fitness for a particular purpose.

8. Limitation of Liability

To the fullest extent permitted by law, Seller shall not be liable for indirect, incidental, consequential, or punitive damages, including lost profits or loss of use, arising under these Terms and Conditions of Sale.

9. Returns

No returns are permitted without Seller’s prior written authorization. Food-grade goods may not be returned once they leave Seller’s control.

10. Cancellations

Buyer may not cancel or modify orders without Seller’s prior written consent.

11. Miscellaneous Provisions

a. Confidential Information

All non-public information disclosed by Seller is confidential and may only be used to perform obligations under these Terms and Conditions of Sale.

b. Buyer Specifications

Buyer warrants that any provided specifications do not infringe third-party rights.

c. Independent Contractors

The parties are independent contractors. No partnership or agency is created.

d. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, pandemics, or governmental actions.

e. Assignment

Buyer may not assign its rights or obligations without Seller’s written consent.

f. No Third-Party Beneficiaries

These Terms and Conditions of Sale benefit only the parties involved.

g. Governing Law and Venue

These Terms shall be governed by the laws of the State of Illinois, with exclusive venue in Cook County, Illinois.

h. Waiver and Severability

Failure to enforce any provision does not constitute a waiver. Invalid provisions do not affect enforceability of remaining terms.

i. Interest and Enforcement Costs

Late payments accrue interest up to the maximum rate allowed by law. Buyer is responsible for collection costs, including reasonable attorneys’ fees.

These Terms and Conditions of Sale apply to all transactions unless expressly modified in writing by Seller.