Terms and Conditions
Terms and Conditions of Sale
AGREEMENT
All sales of Goods (as defined below) by Peterson Farms, Inc., or one of its brands or affiliates, including, without limitation, Peterson Farms Fresh, LLC, Fresh Innovations of California, LLC, and Lakewood Organics, LLC (collectively, the “Seller”) shall be governed by these terms and conditions of sale (the “Terms”). The entire agreement between Seller and the buyer identified on any purchase order (such person or entity, together with its affiliates and subsidiaries, the “Buyer”) with respect to the sale of finished goods described in the order (“Goods”) shall consist only of (a) these Terms and (b) a description of the Goods being purchased (quantity, description, etc.), payment terms and the requested delivery date, location, transportation and logistics information set forth in the purchase order submitted by the Buyer with respect to the Goods (the “Order”). Buyer understands and agrees that the Order shall not contain any terms, conditions or provisions that conflict, directly or indirectly, with these Terms and the Order is intended solely to confirm the Goods being purchased and the delivery information. In the event of any conflict between these Terms and the Order, these Terms shall control. Seller objects to and shall not be bound by any additional or different terms in any subsequent communication from Buyer to Seller.
ORDER ACCEPTANCE
No Order shall be binding on Seller unless and until Seller accepts such Order in writing or by affirmative electronic communication specifically accepting such Order. Notwithstanding any contrary provision in Buyer’s purchase order, no action by Seller, including delivery of Goods or the commencement of work on Goods to be processed for Buyer, will be deemed an acceptance by Seller of any Order.
PRICE
Prices are in U.S. Dollars and are subject to change. If a supplier raises its prices or imposes a surcharge on Seller, Seller reserves the right to increase prices or institute surcharges on the Goods, and Buyer agrees to accept such increases or surcharges until the termination of such price increase or surcharge or until the termination of the Order. Prices are F.O.B. Seller’s shipping point. Unless otherwise provided in the Order affirmatively accepted by Seller, prices of Goods are exclusive of freight costs and any applicable sales, use or other taxes or duties, all of which shall be paid by Buyer.
PAYMENT TERMS
Unless otherwise provided in the Order affirmatively accepted by Seller, all amounts due to Seller will be paid by Buyer within thirty (30) days of the date of Seller’s invoice. Payments shall be made to Seller without any offset or deduction for any reason, and Buyer specially waives all rights of offset and deduction. When any payment is not paid on or before its due date, Buyer agrees to pay a late charge on the sum outstanding, from the due date for receipt of payment to the actual date of receipt of payment, at a rate of 1.5% per month on the unpaid balance. If a payment is not paid on or before its due date, Buyer agrees that Seller may also cease performance under any and all of Buyer’s Orders whether or not related to the late payment. Buyer agrees to reimburse Seller for all costs (including, without limitation, attorneys’ fees and court costs), incurred in the collection amounts owed to Seller. Whenever, in the judgment of Seller, the financial condition of the Buyer does not justify the continuation of production or shipment on the specified terms of payment, Seller may require full or partial payment in advance.
DELIVERY
Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer, and all shipments are subject to Seller’s production schedule. Buyer shall thoroughly inspect all Goods immediately upon delivery. Buyer must provide Seller with written notice of any damage, loss, shortage or nonconformity of the Goods within five (5) business days after Buyer’s receipt of Goods. If Buyer fails to give such notice, Buyer shall be deemed to have accepted the Goods and Buyer shall pay for the Goods in accordance with these Terms. Buyer expressly waives any rights Buyer may have to revoke acceptance after such five (5) business day period. Seller will not be liable for any delay in delivery of Goods when the delay is caused directly or indirectly by fire, flood, frost, disease, accident, riot, acts of God, war, terrorism, governmental interference, strikes or other labor difficulties, shortage of labor, fuel, power, raw materials or supplies, transportation delays, or any other cause or causes whatsoever beyond its control. In the event of any reschedule of delivery of Goods by Buyer for a period of more than two weeks, inventory carrying charges will be assessed at a reasonable rate until such Goods are shipped. Each installment of Goods to be delivered pursuant to the Order is to be considered as a separate sale, and Buyer shall be liable to pay the agreed price for each such installment without regard to any failure to deliver other installments or any right to offset against such installments. Seller’s breach or default in the delivery of any installment shall not give Buyer the right to refuse to receive any other installments.
SHIPPING; RISK OF LOSS
Buyer assumes all risk of loss of Goods upon delivery of Goods by Seller to a carrier. Seller shall not be obligated to obtain insurance or to prepay transportation costs. Buyer agrees to pay all loading, unloading, and other charges incidental to transportation. Seller will use commercially reasonable efforts to follow Buyer’s shipping instructions, but Seller may make commercially reasonable changes to such instructions. Breach of the Order or these Terms shall have no effect upon this provision controlling the risk of loss.
CHANGES
Changes in the Order may be made only if Buyer submits written instructions for such changes and an authorized agent of Seller accepts those changes in writing. If any such approved changes increase Seller’s costs in Seller’s reasonable judgment, Seller may condition approval of any such change on agreement by Buyer to a price increase to recoup such cost increase, plus reasonable return.
CANCELLATION
No Order may be terminated, cancelled, or modified (in whole or in part) except with Seller’s prior written consent. In the event of any termination or cancellation of all or part of the Order by Buyer in accordance with these Terms, Buyer agrees to pay Seller for all reasonable and allocable materials, management, labor, overhead, and general and administrative costs and expenses incurred as a result of any such termination or cancellation, plus a reasonable profit. In the event of any termination or cancellation, inventory carrying charges will be assessed at a reasonable rate on the value of such inventory until the relevant inventory is disposed of.
LIMITED WARRANTY
Seller warrants to Buyer that, at the time physical possession of the Goods passes to Buyer or when title of the Goods passes to Buyer (whichever is earlier): (a) the Goods shall materially correspond with description of the Goods set forth in the Order; and (b) the Goods that consist of food products will not be adulterated or misbranded within the meaning of the Food, Drug and Cosmetic Act, as amended, and shall be in material compliance with all other applicable laws and regulations the Seller has knowledge either independently or by specific directive from Buyer. EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED BY SELLER AND WAIVED BY BUYER. Seller’s warranty coverage does not include Goods (x) subjected to misuse, abuse, neglect, damage, accident or improper storage, (y) which have been altered by anyone other than Seller or its authorized representative or (z) for which Buyer does not comply with the directions or instructions provided by Seller with respect to the product (including storage, handling, etc.). No employee or representative of Seller has authority to bind Seller to any representation, affirmation or warranty not specifically included herein.
REMEDIES
Seller’s sole obligation under the foregoing warranties shall be limited to, at Seller’s exclusive option, replacing defective Goods or refunding the purchase price paid for such Goods, and Buyer’s exclusive remedy for breach of any of such warranties will be enforcement of such obligation of Seller. In the event Buyer claims Seller has breached any of its obligations under the Order or these Terms, whether of warranty or otherwise, Seller reserves the right to inspect any claimed defect to determine if Seller has any obligations hereunder, and Seller may request the return of the Goods (or a sample of the defective Goods or test results) to Seller at Buyer’s expense. No Goods may be returned without Seller’s prior written consent. In the event Buyer claims Seller has breached any of its obligations under the Order or these Terms and Seller has not delivered any Goods to Buyer, Seller may tender to Buyer the purchase price previously paid by Buyer, and, in such event, Seller shall have no further obligation under the Order except to refund such purchase price previously paid by Buyer. The remedies contained in this Section shall constitute the sole recourse of Buyer against Seller for breach of any of Seller’s obligations under the Order and these Terms. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL SELLER’S LIABILITY ON ANY CLAIM FOR DAMAGES ARISING OUT OF OR CONNECTED WITH THE ORDER OR THE MANUFACTURE, SALE, DELIVERY, OR USE OF THE GOODS EXCEED THE PURCHASE PRICE OF THE GOODS PREVIOUSLY PAID UNDER THE APPLICABLE ORDER.
LAWS AND REGULATIONS; RECALL
In connection with the Goods, Buyer shall comply with all applicable federal, state, and local laws, statutes and ordinances. If Buyer is directed to assist in any suspension of supply or recall of Goods for any reason by Seller or any governmental authority, Buyer must cooperate and comply with all such reasonable directions to ensure the most effective response to the suspension or recall. The cost and expense of such suspension or recall will be borne by (a) Seller to the extent the costs and expenses are the result of Seller’s negligent acts or omissions; and (b) Buyer to the extent the costs and expenses are the result of negligent acts or omissions of Buyer, its directors, officers, employees, or contractors.
GOVERNING LAW; VENUE
The Order and these Terms shall be governed by and interpreted in accordance with the laws of the State of Michigan, exclusive of any conflict of laws principles. Any and all actions concerning any dispute relating to the supply of Goods shall be filed and maintained in the Circuit Court of Oceana County, Michigan or the federal District Court for the Western District of Michigan. Buyer and Seller specifically consent and submit to the exclusive jurisdiction and venue of such state or federal court, and irrevocably waive any objections either may have based on improper venue or forum non conveniens to the conducting of any proceeding in any such court.
MISCELLANEOUS
The Order and these Terms, constitute the entire agreement of the parties with respect to the matters covered thereby, and supersede all prior oral and written agreements or understandings relating to the subject matter hereof, including Buyer’s quotations, proposals, acknowledgments and other documents. No course of dealing, course of performance, usage of trade or other agreement or understanding that purports to amend, add to, omit or waive Terms shall be binding unless made in writing and signed by Seller. The failure of either party to insist on performance of any provision of the Order or these Terms shall not be construed as a waiver of that provision in any later instances. The Order shall be for the benefit of Seller and Buyer and not for the benefit of any other person or entity. Seller shall be permitted to amend these Terms from time-to-time upon notice to Buyer at the last known contact information available to Seller (including via email).
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Terms of Service
OVERVIEW
This website is operated by Peterson Farms, Inc. Throughout the site, the terms “we”, “us” and “our” refer to Peterson Farms, Inc. Peterson Farms, Inc. offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Peterson Farms, Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Peterson Farms, Inc. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of 3104 West Baseline Road Shelby Michigan 49455.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at info@antioxidantsolutions.com.