RICHARDSON TERMS AND CONDITIONS OF SALE

  1. These terms and conditions of sale shall apply to every sale of product by Richardson to a customer (the “Customer”) and is a binding agreement between Richardson and the Customer (and their successors and permitted assigns). Richardson shall sell and Customer shall purchase the quantity of product specified in a purchase order ("Purchase Order”). Purchase Orders are not deemed submitted until confirmed by Richardson.

  2. Richardson guarantees and warrants that all products meet Richardson’s product specifications and comply with Richardson’s Pure Food Guarantee statement. Any other representations, warranties or guarantees are specifically disclaimed. Any sale of goods legislation, including the UN Convention on Contracts for the International Sale of Goods, is, to the maximum extent permitted by law, excluded from application to this sale.

  3. Where not otherwise agreed, payment is due on the 30th day following the invoice date, in the currency specified on the invoice. All overdue amounts bear interest at the rate of 2% per month, compounded monthly (26.82% per annum). Customer shall be responsible for and shall pay all applicable taxes, charges, duties, tariffs and fees payable in connection with the sale of the products by Richardson to Customer.

  4. Delivery of the products shall be made in accordance with the request and price specified in the contract or purchase request. If an IncoTerm is referenced, it shall be the ICC IncoTerms 2020. If Customer Pick-up is specified, the terms shall be as specified by Richardson’s Customer Pick-Up Agreement, which shall be binding on Customer. Any demurrage charges on delivery will be for the account of Customer. If delivery is made with returnable pallets or totes, any damage, loss or failure to return the pallets or totes shall be payable by Customer.

  5. Richardson shall complete and file all documentation that is the responsibility of the Seller to complete. Customer shall provide full, complete, accurate and, where necessary, updated information to the extent such information is required by governmental authorities.

  6. Richardson shall not be responsible for, and shall bear no liability to Customer for any failure or delay in the delivery of packaged product for reasons beyond its reasonable control. Richardson does not accept fill rate penalties unless specifically agreed in writing. Richardson’s liability, if any, for lost or damaged product or any other loss in relation to or arising out of the use of the products shall be limited to the direct damages to Customer, in no event exceeding the aggregate invoiced price for such products. In no event shall Richardson have any liability for any indirect damages, loss of profit, indirect losses, loss of market share, incidental damages, punitive damages or consequential loss, whether or not Richardson was advised of the possibility of such damages.

  7. Customer shall not alter, remove or re-package the packaging or labeling of any of the packaged products without the express authorization of Richardson. Nothing herein gives the Customer the right to use any of Richardson’s trade-marks. Where Customer has specified any use of trademark, trade name, labelling or marking instructions, Customer shall be solely responsible for ensuring those aspects of the label are in compliance with all applicable law. For all jurisdictions other than those in which the products are manufactured, Customer shall ensure the packaging and marking of the products complies with local laws, regulations and rules applicable in the jurisdiction where the product will be sold, including in relation to all matters of food safety and labeling requirements. Customer will notify Richardson of any issues which may arise and shall indemnify Richardson from any claims, costs or liabilities arising out of non-compliance of the products or their labels in such jurisdiction.

  8. If Customer fails to accept delivery of any products, fails to submit purchase orders for committed quantities, fails to pay for products when due, becomes bankrupt or otherwise unable to pay their debts and obligations as they arise, or is otherwise in breach of any term of any contract between the parties, then Richardson may, in addition to any other remedies it may have, charge the Customer for the products including all remaining unclaimed quantities recover all other costs and expenses incurred, including solicitor’s costs and collection costs, suspend or cancel all other deliveries under such contract, and shall have the right to terminate any other outstanding contracts with Customer, all without liability to Customer.

  9. Time is of the essence. Any claims rejecting goods, alleging rights to discount prices or take allowances, in relation to short shipments, damaged or otherwise refused goods must be made at time of delivery and noted on the bill of lading or other delivery document.

  10. Each of Richardson and Customer represent to the other that it intends this transaction to comply with all economic sanctions, embargoes and export control laws which may be applicable to such party. Each party represents that none of the party, transport, insurers, financial institutions, intermediary, supplier, distributor or customer engaged by the party or receiving the benefit of the transaction is the subject of trade sanctions administered or enforced by the United States, the United Nations, the European Union, the United Kingdom or any other applicable governmental authority. Customer will not permit the resale of the product to any sanctioned person. Each party shall be entitled to request confirmation of compliance with this section at any time, and if any party engages with a sanctioned person, the other shall be entitled to terminate this contract or refuse to perform and the party involving the sanctioned person shall be responsible for all costs relating thereto.

  11. These Terms and Conditions of Sale, together with any contract signed by Richardson, the Product Specification sheet, Richardson’s Pure Food Guarantee statement and Richardson’s invoice for the product (including any provisions relating to the calculation of discounts and interest payable), together form the entire agreement between Richardson and the Customer for the delivery of products. Any terms or purported amendments submitted, published or supplied by a Customer, whether in conjunction with a purchase order, through a website or customer portal or otherwise are expressly excluded and these terms shall supersede any other purported terms and conditions of sale, discussions, representations or agreements between the parties. If there is any conflict between these terms and conditions of sale and any other document or agreement between the parties which is not signed and accepted in writing by Richardson, these terms and conditions shall govern and the other agreement or document shall deemed to exclude any conflicting terms, and shall be void to the extent of such conflict. By submitting a purchase order for products from Richardson, Customer agrees to and accepts these terms and conditions.

  12. Unless otherwise specified, this contract shall be governed by the laws of the State of Delaware, and the parties attorn to the jurisdiction of the courts of such jurisdiction for any dispute or issues arising hereunder. The parties intend this contract and all related documents be in the English language only.