These Terms and Conditions govern all sales transactions between BEDEMCO INC. (“Company”) and the purchaser (“Purchaser”) and are supplemented by the Sales Order Confirmation issued by the Company.
- Definitions
- “Products” refer to commodities supplied by the Company as specified in the Sales Order Confirmation.
- “Sales Order Confirmation” means the contract or confirmation issued by the Company.
- “Specifications” refer to quality, quantity, packaging, and other product details.
- “Intellectual Property” includes all proprietary rights as defined under applicable law.
- “Price” means the amount payable for the Products, exclusive of tariffs, taxes, duties, or associated costs related to delivery unless otherwise specified.
- General Terms
- All sales are subject to these Terms and the Bedemco Sales Order Confirmation.
- Orders are binding
- Variations to Specifications require prior written approval and may incur additional costs.
- The Company’s agents and representatives have no authority to make any oral representations, statements, warranties, conditions or agreements that conflict with these Terms or the terms of the Sales Order Confirmation.
- The Company reserves the right to accept or reject orders at its sole discretion.
- All sales are subject to approval of Company’s credit department
- Payment Terms
- Payments must be made in the currency and manner specified in the Sales Order Confirmation.
- If payment by letter of credit is required, it must be irrevocable and satisfactory to the Company.
- The Purchaser may not withhold payment or make any deduction or set-off from any amount owing to the Company without the Company’s prior written consent.
- Late payments may incur finance charges at 1.5% per month (18% annually), plus collection costs, and any reasonable attorney’s fees if it becomes necessary to file suit to enforce collection.
- Delivery and Shipment
- Delivery instructions must be provided in advance by the Purchaser. Failure to do so may result in invoicing as if delivery occurred by Company.
- Delays caused by Purchaser (e.g., failure to provide import licenses or letters of credit) may result in cancellation or additional charges including interest, storage, and insurance.
- Delivery terms follow Incoterms 2020 unless otherwise specified.
- Release must be picked up within1 week of release date, unless otherwise stated or confirmed. We reserve the right to cancel releases past 1 week.
- Title and Risk of Loss
- Title remains with the Company until full payment is received from Purchaser or its affiliates.
- Risk of loss transfers to Purchaser upon delivery per Incoterms 2020.
- Until title passes, the Company may reclaim or inspect Products and Purchaser must store them accordingly.
- Inspection and Acceptance
- Purchaser must inspect Products within ten (10) days of receipt and notify the Company of any defects.
- Failure by Purchaser to notify Company within this period constitutes acceptance of goods.
- Products removed from original packaging or processed are not eligible for claims.
- Nonconforming goods may be returned or disposed of only upon written approval from the Company
- Warranties and Limitations
- The Company warrants that Products conform to Specifications at the time of sale.
- No other warranties, express or implied, are provided, including merchantability or fitness for a particular purpose.
- Raw agricultural commodities may require validated processing before consumption. Customers should conduct their own analysis and testing
- Liability is limited to replacement or refund of the purchase price. No consequential or third-party damages are covered.
- Indemnification
Purchaser agrees to indemnify and hold harmless the Company and its owners, directors, officers, members, employees, representatives and agents and affiliates from any claims, damages, or liabilities arising from:
- Intellectual property infringement
- Product recalls, bodily injury, or death
- Gross negligent acts or omissions by Purchaser or its agents
- Non-Disclosure
Purchaser shall not disclose or use any confidential information obtained from the Company without prior written consent.
- Force Majeure
This contract is subject to “Force Majeure” contingencies. The Company shall not be liable for delays or non-performance due to events beyond its control, including but not limited to:
- Natural disasters, strikes, riots, pandemics, fires, accidents, acts of government authorities, acts of God, or other supply chain disruptions.
- The Company’s nonperformance is excused without penalty if the supplier at origin does not fulfill its obligations.
- Delivery timelines may be extended accordingly
- Termination
- Purchaser may not cancel orders after a Sales Order Confirmation has been issued.
- The Company may cancel any order for Products if (a) the Purchaser commits any continuing or material breach of any Term or term in the Sales Order Confirmation and, in the case of such a breach or (b) a Force Majeure Event (as defined in Clause 10) occurs. Purchaser must reimburse costs incurred due to cancellation.
- In the event of an interruption to the Company’s business for any reason beyond our control, Company retains the right to cancel the undelivered part of the order.
- Technical Advice
- Any technical advice provided by Company or affiliates is non-binding and to be used at Purchaser’s own risk.
- Technical documentation remains the Company’s intellectual property and may not be altered.
- Governing Law and Arbitration
- Unless otherwise stated, these Terms are governed by the laws of New York, USA.
- Disputes shall be resolved by binding arbitration through the Association of Food Industries (AFI), of NY unless otherwise specified.
- Miscellaneous
- These Terms constitute the entire agreement between the parties.
- Invalid provisions shall be severed without affecting the remainder.
- No waiver or modification is valid unless in writing and signed by both parties.
- These Terms do not create any partnership or agency relationship.
- Customer Returns
- Return Authorization:
No Product may be returned or disposed by Purchaser without prior written authorization from the Company. Unauthorized returns will not be accepted and may be refused at delivery. All returns are subject to a restocking charge plus any freight charges incurred.
- Eligibility:
Returns are only accepted for Products that are:
- Nonconforming to agreed Specifications
- Reported within ten (10) days of receipt
- Unopened, unprocessed, and in original packaging
- Procedure:
Purchaser must submit a written claim detailing the nature of the defect, supported by relevant documentation (e.g., photos, lab reports). The Company will review and respond within a reasonable timeframe.
- Disposition:
If the Company confirms the defect, it may:
- Replace the Product
- Issue a credit or refund
- Arrange for disposal or return
- Limitations:
The Company is not responsible for:
- Damage due to improper storage, handling, or use
- Product deterioration after the inspection window
- Third-party costs or consequential damages
- Recalls:
In the event of a product recall, the Purchaser agrees to cooperate fully with the Company’s instructions and containment efforts.
- Purchaser Solvency:
- Purchaser represents that it is solvent and that the Company can rely on this representation until Purchaser notifies the Company in writing that it has become insolvent as defined in the U.S. Bankruptcy Code.