Eggs Unlimited LLC

These Standard Terms and Conditions (the “Terms”) shall govern all purchases between Eggs Unlimited LLC (“Company”) and the supplier (“Supplier” or “you”) and supersede all prior agreements, proposals, and discussions between the Parties with respect to the purchase and sale of the products (“Products”) other than a written agreement (“Agreement”) signed by both Parties. These terms shall supplement and be incorporated into any Agreement, provided, however, that, in the event of a conflict between these Terms and any Agreement, the terms in the Agreement shall govern and control. By supplying Products to Company, you agree that you have read, understand, and agree to be bound by the Terms without change. Any terms that add to, contradict, or deviate from the Terms are hereby rejected and void, unless expressly agreed to in writing by Company. Company reserves the right to modify the Terms at any time without prior notice. Supplier and Company are each referred to herein as a “Party” and collectively as “Parties.”

Orders. Company may place orders through issuance of a purchase order or other mutually acceptable method (“Order”). Supplier may not cancel an Order once it has been sent to Supplier, unless approved in writing by Company. In the event of a shortage of Products or other contingency, including a shortage caused by a Force Majeure Event, Supplier shall prioritize allocation of Products to Company and use all commercially reasonable efforts to prioritize Company Orders, over any other customers, unless otherwise required by applicable law or regulation.
Prices & Payment Terms. The prices for Products shall be those prices set forth on the Order. Company does not agree to pay and shall not be liable to Supplier for unloading fees, storage fees, late fees, fines, or other fees of any kind. Company shall pay invoices within thirty (30) days of receipt of invoice. Company reserves the right to offset payments with other amounts that for any reason may be due and owing to the Company.
Delivery/Title, Risk of Loss. All quoted pickup dates are estimates and are subject to change. Company shall not be liable for any Claims (as defined below) resulting from, or due to, delays outside of the reasonable control of Company. Supplier shall be responsible for all loading costs and provide equipment and labor reasonably suited for loading of the Products at the pickup location.
Inspection and Acceptance. Company shall confirm quantities and condition of the Products upon receipt and inspection at its delivery location. If Company properly notifies Supplier of any non-conformity, Supplier shall promptly replace the non-conforming Products, or refund Company the purchase price for the non-conforming Products, at Company’s option.
Recalls. If a Party becomes informed of any recall, field alert, Product withdrawal, field correction or any other defect with any Products that threatens the safety of any consumer, such Party shall notify the other Party in writing immediately. Each Party agrees to comply in good faith with the other Party’s efforts to recall a Product in compliance with industry standards and applicable regulatory and legal requirements.
Confidential Information. Company may disclose to Supplier (orally, in writing, or electronic form) certain proprietary or confidential information about Company, including its business, products, services, suppliers, customers, pricing information, marketing information, or any other information that Supplier should reasonably know to be confidential information, whether or not such information is marked or designated as confidential information (“Confidential Information”). Supplier shall not use any Confidential Information for any purpose other than to perform its obligations or enforce its rights under the Terms. Supplier will only disclose Confidential Information to employees or agents who have a need to know such Confidential Information for purposes of satisfying or complying with these Terms and who are bound by confidentiality obligations no less restrictive than those contained herein. Supplier shall protect Confidential Information from unauthorized use, access or disclosure using the same degree of care it uses to protect its own confidential or proprietary information, and in any case, no less than reasonable care. Confidential Information shall not include information that: (a) was already lawfully known to Supplier at the time of disclosure by Company without restriction prior to receipt by Supplier; (b) was disclosed to Supplier by a third party who rightfully had possession of the Confidential Information and the right to lawfully make such disclosure without any restrictions; (c) is, or has become (through no improper action or inaction on the part of Supplier), generally available and known to the public; or (d) is independently developed by Supplier without access to, or use of, Company’s Confidential Information. Supplier may disclose Confidential Information to the extent that such disclosure is required by law or by a court order, provided that Supplier notifies Company in writing in advance of such required disclosure and reasonably cooperates with Company, at Company’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
Consequential Damages. WITH RESPECT TO ANY CLAIM RELATED TO AN ORDER, PURCHASE ORDER, PRODUCT, THESE TERMS OR OTHERWISE ARISING FROM THE RELATIONSHIP OF THE PARTIES, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO SUPPLIER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF SALES, TRANSPORTATION CHARGES, FINES OR CHARGES FROM THIRD-PARTIES, OR DAMAGES DUE TO BUSINESS INTERRUPTION WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Warranty. Supplier warrants that: (i) the Goods are free and clear of all liens and encumbrances and Seller has, and has the right to convey, good title to the Goods, (ii) that the Goods are fit for the purpose intended, merchantable, good quality and free from defects (unless the Order explicitly requests restricted, SE positive, inedible, or unpasteurized liquid Goods), (iii) that the Goods are not adulterated or misbranded or unsafe, within the meaning of the Federal Food, Drug and Cosmetic Act, as amended (the “Act”), or within the meaning of an substantially similar state or local law, (iv) are not an article that may not, under sections 404 and 405 of the Act, be introduced into interstate commerce, and (v) are in compliance with all other federal, state, and local laws, rules and regulations applicable to the Products. If Company discovers that any of the Products fail to meet the warranty provided herein, Company shall promptly notify Supplier and Supplier shall promptly replace or refund the Products, at Company’s option.
Indemnification. Supplier agrees to defend, indemnify, and hold Company and its affiliates, as well as its respective directors, officers, employees, agents, and representatives harmless from and against all claims, suits, losses, causes of action, damages, liabilities, and expenses, including mediation, arbitration, court costs, and reasonable attorneys’ fees (collectively, “Claims”), arising from or relating to: (a) Supplier’s breach of the Terms; (b) Supplier’s negligent acts or omissions or willful misconduct; (c) Supplier’s production of the Products; or (d) any recall of the Products.
Compliance with Laws. Both Parties agree to comply with all applicable laws, regulations, orders, and industry standards.
Non-Solicitation. Supplier agrees that for a period of one (1) year after a sales confirmation is received, Supplier will not, and will ensure its affiliates and representatives do not, directly or indirectly, solicit, induce, or encourage any of Company’s employees to terminate their relationship or other association with Company. These restrictions shall not apply to any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by Supplier, or (ii) responds to a general solicitation, such as any public advertisement, placed by Supplier.
Force Majeure. If either Party is affected by a Force Majeure Event, it shall promptly notify the other Party of the nature and extent of the circumstances in question. Neither Party shall be liable to the other, nor will a Party be deemed to be in breach of these Terms for any omission, failure or delay of performance that is beyond its reasonable control and not due to its own negligence, including, but not limited to, acts of God, floods, fires, windstorms, epidemics, pandemics, avian influenza, wars, military actions, sabotage, public enemy, riots or civil disturbance, accidents, labor disputes, strikes, work stoppages, shortages of raw materials, intentional or malicious acts of third persons or any other organized opposition, or failures, closure of transit ways or shipping lanes, seizure under legal process or compliance with any law, order, rule, prohibition or regulation of a government agency or authority. Any such event that affects a Company customer shall constitute a Force Majeure Event. A lack of financing, credit, or profitability shall not be a Force Majeure Event. If partial performance is possible, such shall be required. When a Force Majeure Event ends, or is resolved, full performance shall resume.
Severability; No Waiver. If any provision of the Terms is held to be illegal, invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect, without being impaired or invalidated in any way. Company’s rights and remedies are cumulative and can be used at any time. Any failure by Company to insist on strict compliance by Supplier with the Terms shall not be deemed or construed as a waiver by Company of any future exercise of Company’s rights.
Dispute/Arbitration. Company shall provide Supplier with notice of any dispute, Claim or inquiry regarding any Product, Order, or invoice (“Dispute Notice”). Any dispute notice shall be in writing, and shall include reasonable documentation related to such dispute, Claim or inquiry. Supplier will investigate and respond to any Dispute Notice within thirty (30) days of its receipt of a Dispute Notice. Any unresolved Dispute Notice, or any other dispute, controversy or Claim arising out of or relating to these Terms, the Products, an Order, excepting a collections matter, shall be finally resolved by confidential and binding arbitration administered by Judicial Arbitration and Mediation Services (JAMS) in the county of Orange, state of California, under its arbitration rules.
Assignment. Successors and Assigns. These Terms shall be binding on and inure to the benefit of the respective successors and assigns of the Parties; provided, however, that Supplier shall not assign any of its rights, duties and/or obligations under these Terms without the prior written consent of Company. Company hereby reserves the right to transfer and/or assign (in whole or in part) its rights, duties and/or obligations under these Terms to (i) a party taking a collateral assignment to secure repayment of an obligation (provided, however, in such instances such party shall provide the other party with written notice of such assignment); (ii) an affiliate of Company; (iii) any partnership, corporation, or other entity resulting from a merger or consolidation of Company, or other affiliate of Company; (iv) any person or entity that acquires all or substantially all the assets of Company as a going concern; or (v) any person or entity that acquires control of Company (including by means of a purchase of all or substantially all of equity or ownership interests of such party).
Compliance with Laws. Both Parties agree to comply with all applicable laws, regulations, orders, and industry standards.
Governing Law and Venue; Attorney’s Fees. The Terms shall be construed under the laws of the State of California, without reference to principles of conflicts of laws. Any judicial action brought by Supplier shall be commenced in the County of Orange, State of California. Supplier waives all objections to such location, including objections based on jurisdiction or venue. The prevailing party in any legal action or proceeding to enforce its rights under this Agreement is entitled to collect from the non-prevailing party reasonable attorneys’ fees and expenses incurred in connection with any such action or proceeding.
Audit Rights. Company shall have the right, upon at least ten (10) business days’ prior written notice, to audit and inspect the facilities, records, and operations of Supplier that are relevant to the production, handling, storage, and delivery of Product under these Terms. This includes, but is not limited to, compliance with food safety regulations, animal welfare standards, organic or cage-free certifications (if applicable), and invoicing accuracy. Audits may be conducted up to twice per calendar year, or more frequently if a material breach or regulatory concern is suspected. The scope of the audit shall be limited to matters directly related to the Goods and services provided under these Terms. Supplier shall provide full cooperation and grant reasonable access to personnel, production facilities, flock health records, feed logs, sanitation protocols, and any third-party audit or certification reports relevant to the Product. All information obtained during the audit shall be treated as confidential and used solely for the purpose of verifying compliance with these Terms. If the audit reveals any material non-compliance, including but not limited to: overbilling by more than [5]% of the total invoiced amount; failure to meet agreed-upon quality or grading standards; misrepresentation of cage-free, organic, or other certification claims; use of unapproved feed or medication; or violations of animal welfare or biosecurity protocols, then Company shall have the right to: (a) withhold or adjust current or future payments to offset the discrepancy; (b) demand reimbursement for overpayments or non-compliant deliveries within thirty (30) days; (c) require corrective action within a specified timeframe, and/or; (d) terminate the Terms for cause if the breach is not remedied to Company’s satisfaction. Each party shall bear its own costs in connection with any audit; however, if the audit reveals a material breach or overbilling as described above, Supplier shall reimburse Company for the reasonable costs of the audit.