Terms and Conditions of Purchase

Date Updated: July 03, 2024

Applicability. These terms and conditions of purchase (the “Terms”) are the only terms which govern your (“Buyer”) purchase of product as indicated on a purchase order (“Product”) from Clara Foods Co. d/b/a The EVERY Company (“Seller”).
Entire Agreement. These Terms and any associated purchase order or invoice shall constitute the entire agreement between the parties related to the sale of Product and supersede all prior agreements, understandings, or representations between the parties, unless Buyer and Seller enter into a MSA or other definitive agreement, then those terms shall prevail. Buyer acknowledges that by ordering Product, Buyer accepts these Terms and that these Terms shall prevail over any of Buyer’s general terms and conditions of purchase. Buyer acknowledges that no action by Seller shall constitute Seller’s acceptance of Buyer’s terms and conditions and that any such action shall not modify these Terms.
Product; Price. Buyer shall indicate the Product that it wants to buy on a purchase order at the price provided by Seller. All prices exclude sales, use, and excise taxes and any other similar taxes, duties, and charges of any kind imposed by a governmental authority. Buyer acknowledges that it shall be responsible to pay any such charges, costs, and taxes. Buyer acknowledges that it will only use Product for its own use and for commercial purposes only.
Delivery. The Product will be delivered at a mutually agreeable time to be provided after confirmation of Buyer’s purchase order, subject to the availability of the Product. Seller shall not be liable for any delays, loss, or damage in transit. Seller shall cause the Product to be delivered at the location set forth in the Buyer’s purchase order (the “Delivery Location”) using Seller’s standard methods of packaging and shipping Product. Seller may ship Product in one or more shipments. Delivery of Product shall be made FOB.
Acceptance. Buyer will be deemed to have accepted the Product upon delivery to the Delivery Location, unless Buyer provides written evidence that the Product does not conform to product specifications If the Product does not conform to product specifications, Buyer’s exclusive remedy shall be a shipment of replacement Product, at Seller’s cost and expense. Buyer acknowledges that it shall have no other remedies, including any right to return Product. Buyer further acknowledges that it does not have any authority and is expressly prohibited from selling, reselling, or otherwise distributing Product.
Title and Risk of Loss. Title passes to the Buyer upon full payment of the purchase price, provided that Buyer has maintained compliance with all other terms and conditions. Risk of loss or damage to the Product transfers to the Buyer upon Seller’s delivery of the Product to the carrier. As collateral for the complete payment of the purchase price for the Product, Buyer hereby authorizes Seller to place a purchase money security interest to the Product wherever located, whether now existing or hereafter acquired in accordance with Article 9 of the Uniform Commercial Code.
Payment Terms. Payment terms are as set forth on the invoice provided by Seller. Late payments may result in interest of 1.5% per month, or other penalties. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, but not limited to, outside attorneys’ fees.
Disclaimer. Buyer acknowledges that Product contains egg protein and may contain allergenic properties to individuals allergic to egg proteins.
Limited Warranty. Seller warrants that the Product will conform to its specifications and be free from material defects for a period of 6 months from delivery. Seller shall not be in breach of this limited warranty unless Buyer informs Seller in a writing that reasonably describes the defects. Buyer’s sole remedy for any breach of limited warranty shall be a shipment of replacement Product, at Seller’s cost and expense. Except for the limited warranty set forth in this Section 9, Seller makes no warranty with respect to the Product, including any warranty of merchantability, fitness for a particular purpose, infringement of intellectual property rights, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
Limitation of Liability. In no event shall Seller be liable to Buyer or any third party for any loss of use, revenue, or profits or for any indirect, incidental, special, or consequential damages or punitive damages arising out of the use or inability to use the Product. The maximum liability of Seller arising out of these Terms shall not exceed the purchase price of the Product.
Confidential Information. Confidential information includes all non-public, confidential, or proprietary information of Seller, including but not limited to products, intellectual property, trade secrets, know-how, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer and other information with respect to the Product. Buyer agrees to treat any confidential information exchanged during the course of this transaction as confidential. Upon the request of Seller, Buyer shall promptly return all Confidential Information received from Seller.
No License to Confidential Information. The Buyer acknowledges that Buyer has no license to Seller’s Confidential Information. Buyer shall not reverse engineer, disassemble the Product or Seller’s Confidential Information under these Terms.
Miscellaneous