terms & conditions
GENERAL TERMS AND CONDITIONS OF PURCHASE BY
SGC FOODSERVICE FOR DELIVERY IN THE UNITED STATES
Purchase of products by SGC Foodservice for delivery in
the United States are governed by the following general terms and conditions of sale:
1. Title/Risk of Loss. Unless otherwise specified by Vendor in writing and accepted by
SGC Foodservice in writing, title and risk of loss shall pass to SGC Foodservice at the time the
Products supplied by Vendor (“Products”) are placed in the possession of SGC Foodservice or
SGC Foodservice’s agent or carrier.
2. Compliance. Vendor warrants that it has the right to convey good title to the
Products. Vendor further warrants that, as of the time and place of shipment hereafter made by
Vendor, the Products shall not be adulterated or misbranded within the meaning of the U.S. Federal
Meat Inspection Act, as amended (“FMIA”) (if applicable), the U.S. Poultry Products Inspection Act,
as amended (“PPIA”) (if applicable), and/or the U.S. Federal Food, Drug and Cosmetic Act, as
amended (“FFDCA”) (if applicable) and is not a product which may not, under the provisions of
Section 404.505 or 512 of the Act, be introduced into interstate commerce, and that the Products are
manufactured, packaged, labeled, shipped, and stored in accordance with all applicable Federal,
State, and local laws now or hereafter in effect.
3. Warranty. The seller (“Vendor”) of Products warrants and guarantees to SGC Foodservice
and its subsidiaries that all Products and services purchased by or on the order of SGC Foodservice
from Vendor: 1) shall be produced in compliance with all applicable laws, regulations and
other legal requirements; 2) shall be labeled to reflect the true net weight, measure, contents size and
nutritional value pursuant to, and shall otherwise comply with, all law, regulations and other legal
requirements, including but not limited to, regulations regarding the labeling of food allergens; 3)
shall be good and merchantable; 4) shall be fit for such purposes of SGC Foodservice as have been
made known to Vendor, including without limitation, including resale for purposes of human
consumption, or use in the preparation thereof, and any purposes stated on SGC Foodservice’s
purchase orders; and 5) shall neither infringe nor cause Products SGC Foodservice produces or
distributes therefrom to infringe on any, trademark, patent, copyright or other intellectual property
rights of any third party.
4. Indemnification. Vendor shall defend, indemnify, and hold SGC Foodservice
harmless from and against any claim, lawsuit, loss, liability, damage, settlement, or judgment,
including without limitation, attorneys’ fees and other expenses incurred in the defense of a claim,
arising out of or alleging that such claimant’s loss or injury was caused in whole or in part, by: 1) the
breach by Vendor or its distributor or subcontractor of any warranty hereunder; 2) a defect caused or
allowed to exist by Vendor in a Product or service supplied under this agreement; or 3) a negligent
act or omission in the design, manufacture, preparation, packaging, delivery, transportation or
storage of a Product or service supplied to SGC Foodservice. Vendor assigns to SGC Foodservice
all of its claims and warranties of its vendors of the Products which give rise to any claim of
indemnification hereunder. Vendor agrees to assist and cooperate with SGC Foodservice in the
defense, resolution and settlement of any claims, subject to requirements of Vendor’s insurance
5. Insurance. Vendor shall purchase, obtain and maintain insurance policies providing
the below required coverage from qualified insurance companies with a rating of “A” or greater or
other policy equally acceptable to SGC Foodservice. Each insurance policy will name SGC Foodservice,
and its officers, directors, employees and agents as an additional insured, will not contain any
cross-liability exclusions, and will not be cancelled or materially changed without thirty (30) days
prior written notice to SGC Foodservice. Vendor shall furnish to SGC Foodservice, at least
annually, a certificate of insurance confirming coverage as required below. Vendor shall carry, at its
a. Comprehensive general liability insurance, including without
limitation, coverage for the following: products liability, completed operations,
blanket contractual liability coverage, with a combined single limit of not less than
$2,000,000 per occurrence for bodily injury, property damage, and advertising injury.
In addition, Vendor shall carry automobile liability insurance covering all owned,
non-owned and hired vehicles with a limit of liability for each accident of not less
than $1,000,000 per occurrence combined single limit for bodily injury and property
damage. All deductibles and self-insured retentions as to Vendor’s insurance policies
are the responsibility of the Vendor.
b. If any of the above required insurance is written on a claims made
basis, Vendor shall maintain the policies without endangering any aggregate limits. If
coverage under such policies are canceled, Vendor shall purchase extended
discovery/reporting coverage for an adequate amount of time to cover injuries arising
out of Products sold, but not less than five years after the last purchase by SGC Foodservice
c. Vendor shall require all of its subcontractors used in connection with this
agreement to provide the same terms, conditions, kinds and amount of insurance as specified
herein. It shall be Vendor’s obligation to obtain certificates of insurance evidencing coverage
from its subcontractors. Failure to carry the specified insurance coverage shall not relieve
Vendor of responsibility for losses arising under this agreement.
6. Product Recalls. Vendor shall immediately notify SGC Foodservice in the event of
a recall. Vendor represents to SGC Foodservice that it has written recall procedures in place and
will provide copies to SGC Foodservice upon request. Vendor shall reimburse SGC Foodservice
for all direct and indirect costs and expenses incurred by SGC Foodservice in the event of a product
recall or other withdrawal (including, without limitation, the cost of physically removing such items
from SGC Foodservice’s distribution centers and the marketplace, handling and preparing such
products for re-shipment to Vendor or a designee, destroying such products and replenishing
inventory as a result of such product removal).
7.1 Except as the parties expressly agree in writing, this agreement shall not be
modified or overruled by the preprinted or type written terms of any invoice, purchase order,
sales confirmation or other writing submitted by either party after the date hereof.
7.2 The prevailing party in any arbitration or litigation involving this agreement
shall be entitled to recover its costs and reasonable attorneys’ fees, in addition to any other
remedy or relief to which it may be entitled.
7.3 Vendor shall at all times be and remain an independent contractor and not an
agent of SGC Foodservice for any purpose whatsoever and shall have no authority to create
or assume any obligation, express or implied, in the name of or on behalf of SGC Foodservice
or to bind it in any manner whatsoever.
7.4 If any provision of this agreement or any related document is held to be
illegal, invalid or unenforceable under the present or future laws, effective during the term
thereof, such provisions shall be fully severable; the appropriate document shall be construed
and enforced as if such illegal, invalid or unenforceable provisions had never comprised a
part thereof; and the remaining provisions shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its severance therefrom.
Further, in lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as a part of such document a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and may be legal, valid and
enforceable. The provisions of this agreement may be superseded by a specific written
agreement signed by the authorized officers of the parties.
7.5 This agreement shall be governed by the laws of the State of Missouri,
without regard to its conflicts or choice of laws rules.
7.6 As updated, the terms and provisions hereof shall apply to all sales from and
after that date.
Updated February 12, 2008