COMPREHENSIVE SALES TERMS
Prices: Prices are US$ for title and risk of loss transfer upon delivery F.O.B. MILL 95. Prior to acceptance prices can be adjusted in the event of a.) buyer notification of a change in requirements and / or b.) MILL 95 identifies errors or omissions.
Acceptance of Product: Acceptance is deemed to have occurred within ten (ten) business days of delivery F.O.B. MILL 95, provided the absence of written notification of rejection. Buyer waives any claim or defense based on the quality of the product unless such claim is made within ten (10) business days of delivery F.O.B. MILL 95. All claims of buyer shall be made in writing by certified mail, return receipt requested, addressed to MILL 95 at its address set forth above, accompanied by a description of the alleged defect
No Alteration of Product: Buyer shall not sell the product other than in original packaging and product composition. Buyer shall not repackage, adulterate or change in any fashion to the product, trade appearance or brand appearance of the product.
Payment: The total amount due for this invoice, if not timely paid, shall bear and accrue interest at the rate of one and one-half percent (1 ½ %) per month. Additionally, for any payment not timely paid, or for any interest charge not timely paid, or for any payment refused or dishonored by buyer’s banking institution, a special processing charge of fifty dollars ($50.00) per occurrence shall be charged, and shall be due within thirty (30) days of the occurrence.
Packaging: All packages are assumed to be in 22 lbs. bags, 2 per 44 lbs. case, 25 cases per pallet. Pallets provided with shipment are subject to $7.50 pallet charge upon shipping. Minimum case quantity for pallet shipment 5 cases. Special handling charges will apply for mixing pallets. Charge will be the lessor of $45 or $5 per case.
Limitation of Warranties: All warranties and remedies provided by MILL 95 with regard to the product specified, if any, are exclusive and in lieu of all other warranties, express or implied, and MILL 95 makes no other warranties, express or implied, statutory or arising from course of dealing or usage of trade concerning the Hops. MILL 95 SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, STATUTORY OR OTHERWISE, INCLUDING THOSE WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CAPACITY, DESCRIPTION, OR FEASIBILITY FOR EXPORT OF THE PRODUCT. The warranties and remedies set forth herein are intended solely for the benefit of the buyer and all claims must be made by the buyer. MILL 95 shall not be subject to, and buyer hereby releases MILL 95 from, any other obligations or liabilities, whether arising out of breach of contract or warranty or tort (including negligence). Buyer assumes all risk and liability for results obtained by the use of the product, whether used singly or in combination with other products. Buyer further acknowledges that variations in the product can occur from shipment to shipment and buyer accepts all liabilities and costs associated therewith and expressly releases MILL 95 from any responsibility or liability with respect thereto.
Limitation of Liability: MILL 95 shall not be liable, in any event, for loss, injury, damage, or delay caused by or resulting from an act, omission, or order of buyer or the owner of the product or the servant, agent, or employee of either buyer or the owner of the product, whether the same occurs on or off the premises operated and/or controlled by MILL 95. MILL 95 shall not be liable, in any event, for loss or damage occurring after the product has been delivered to or receipted for by buyer or the owner of the product or the authorized agent of either.
Limitation on Damages: Regardless of the event or circumstances, MILL 95 shall not be liable for consequential, indirect, incidental, special, reliance, exemplary or punitive damages (including but not limited to lost profits, loss of revenues, or loss of business opportunity) resulting from any act or omission of MILL 95, or proximately caused by any act or omission of MILL 95. In the event that MILL 95 becomes liable for damages to buyer, MILL 95's total liability to buyer, or the owner of the product, in the aggregate, including attorney fees, litigation expenses and court costs, and including all claims for indemnification and to hold harmless, shall not exceed the sum of the total payments actually paid by buyer to MILL 95 pursuant to this invoice.
Proprietary Information: No proprietary data, which includes product quality and constituent data, know-how and information, whether patentable or not, technical information, prints, samples and any other information disclosed to or that becomes known to buyer in connection with this sale, including any related purchase documents, shall be disclosed by buyer in any way, shape or manner to any person, firm or organization. All information contained in MILL 95 commercial documents is confidential.
Choice of Law and Jurisdiction; Attorney Fee: In the event of any dispute or disagreement by and among MILL 95 and buyer, the laws of the State of Idaho shall govern all matters related to such, and further the District Court of the Third Judicial District of the State of Idaho, in and for the County of Canyon, shall have exclusive jurisdiction to hear and resolve such, and further buyer expressly consents to personal jurisdiction and venue in the District Court of the Third Judicial District of the State of Idaho, in and for the County of Canyon, and waives any objection to personal jurisdiction or venue. If any party seeks the services of an attorney regarding such a dispute, the prevailing party upon trial, appeal, or other judicial disposition shall be entitled to reimbursement of all reasonable attorney fees, court costs, and litigation expenses incurred in the action and in collecting on any judgment resulting therefrom.
Non-waiver: No course of dealing or failure of MILL 95 to strictly enforce any term, right or condition of this invoice shall be construed as a waiver of that term, right or condition.