CCL | Terms & conditions of Sale

I.DEFINITIONS

“Business Day” means a day (other than a Saturday, Sunday, or public holiday) when banks in California are open for business.

“Buyer” means the individual firm or company to whom a quotation is addressed or whose order is accepted by Seller.

“Ex-Stock Goods” means Goods which Seller already has in stock, and which are ready for delivery.

“Formulation” means any blend, flavoring system, capsule, tablet, or any other unique arrangement of ingredients/materials that Seller has developed or formulated.

“Goods” means Goods (or any part of them) set out in an Order.

“Order” means all orders including any Orders, subsequent orders, emails, or order confirmations, notwithstanding anything to the contrary contained in or incorporated into any such document from or oral statement made by Buyer. “Seller” means Cambridge Commodities Inc., a Delaware USA corporation with an office at Suite 100, 3071 Venture Drive, Lincoln, CA 95648, as applicable.

“Services” means Services (or any part of them) set out in an Order accepted in writing by an appropriate representative of Seller.

“Specification” means any specification for Goods and/or Services submitted in writing by Buyer with the Order and agreed to in writing by an appropriate representative of Seller, or if no specifications are submitted, then Seller’s standard specifications for such Goods/Services.

“Terms” means these Terms and Conditions of Sale.

All references to prices, Goods and Services contained in these Term & Conditions shall be taken to mean the prices, Goods and Services detailed in the Order as subsequently agreed or amended in writing by an appropriate representative of Seller.

II.APPLICATION OF TERMS

2.1 These Terms apply to all orders including any Orders, subsequent orders, or order confirmations, notwithstanding anything to the contrary contained in or incorporated into any such document from, or oral statement made by Buyer.
2.2 These Terms are the exclusive contract between Buyer and Seller, there are no terms, understandings, agreements, other than those stated herein. No other terms and conditions apply, and any additional or different terms provided by Buyer will be rejected by Seller unless they are expressly assented to by Seller in writing.
2.3 Buyer’s future submission of an Order is an acceptance of these Terms even when Buyer attempts to make acceptance conditional on assent to its own additional or different terms. or terms which are implied by trade, custom, practice, or course of dealing.
2.4 The Terms & Conditions may not be altered, amended, or waived except in writing signed by an appropriate representative of each of the parties. If any provisions of the Order or other writings, past, present, or future, are different from or are otherwise in conflict with these Terms, these Terms shall govern, and the terms contained in the Order or other writings are expressly rejected by Seller. Performance of an Order shall not be construed as acceptance of Buyer’s terms and conditions unless an appropriate representative of Seller expressly consents in writing to Buyer’s amendments or changes prior to shipment.
2.5 The Order constitutes an offer by Buyer to purchase Goods in accordance with these Terms. Buyer is responsible for ensuring that the terms of the Order and any applicable Specification, quantity, pricing, and delivery dates are complete and accurate.
2.6 An Order shall only be deemed to be accepted by Seller and a contract formed when an authorized representative of Seller accepts the Order.
2.7 Any samples, drawings, descriptive matter, or advertising produced by Seller and any descriptions or illustrations contained in Seller's catalogues or brochures are produced for the sole purpose of giving an approximate idea of Goods described in them. They shall not form part of these Terms or have any contractual force.
2.8 Buyer acknowledges that it has not relied on any statement, promise, samples, drawings, or representation made or given by or on behalf of Seller which are not specifically included or referenced in these Terms or any in any amendments or changes agreed to by an authorized representative of Seller prior to shipment.

III.DELIVERY

3.1 Time for delivery of Goods and completion of Services will be as stated in the Order as agreed or amended in writing by an authorized representative of Seller prior to shipment but is not guaranteed. Except where otherwise stated by Seller, Seller shall deliver to Buyer’s U.S. premises stated in the Order. Seller reserves the right to refuse to deliver to Buyer’s U.S. premises stated in Buyer’s Order and in the event of such refusal Buyer and Seller will take such necessary steps to agree an alternative U.S. delivery location and any Order shall not be fulfilled until such alternative U.S. delivery location is agreed between the Parties. Delivery shall be in accordance with Incoterm DDP.
3.2 Any dates quoted for delivery or installation of Goods are approximate only, and the time of delivery is not of the essence. Once submitted, an Order is not cancellable nor is Seller liable for any direct or indirect losses that may arise, for any reason whatsoever, due to Seller’s failure to meet any stated or assumed delivery schedules. All deliveries will be accompanied by a delivery note which states the date of the Order, any relevant reference numbers, the type, and quantity of Goods and or Services delivered and any specific instructions relating to Goods.
3.3 Buyer may alternatively agree to collect Goods from Seller’s premises, or such other location as advised by Seller prior to delivery within 3 Business Days of Seller notifying Buyer that Goods are ready to collect.
3.4 Seller reserves the right to deliver less or more than the quantity of Goods ordered by up to 5%, such quantities to be determined by weight, and Buyer shall pay for the quantity delivered. Measurements of volume or weight are also subject to variation because of normal manufacturing or packing processes and Buyer must accept such variations up to 5% of the stated measurement with no adjustment in the price for such variations.
3.5 Failure or delay by Buyer to take delivery of or collect any one or more instalments of Goods delivered in accordance with these Terms shall entitle Seller to terminate fulfilling an Order either in whole or part. Except where such failure or delay is caused by a Force Majeure Event or Seller’s failure to comply with any of its obligations under these Terms, delivery of Goods shall be deemed to have been completed on the day when they arrived at the agreed delivery location. Seller shall store Goods until physical delivery or collection takes place and Buyer shall be responsible for all related costs and expenses (including insurance).
3.6 Liability for damage to Goods passes on delivery or collection of Goods by Buyer at which time risk in Goods shall be transferred to Buyer. Where Seller is notified of any damage to Goods whilst Seller has in transit, Seller shall either repair or replace Goods at its sole discretion.
3.7 If Buyer does not promptly unload the delivery vehicle used to deliver Goods to Buyer, Buyer shall indemnify Seller against any liability whatsoever, including, but not limited to, a liability to pay demurrage or similar payments owed to the owner/operator of the delivery vehicle in respect of the consequent delay.
3.8 As collateral security for the payment of the purchase price of the goods, Buyer hereby grants to Seller a lien on and security interest in and to all the right, title, and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements of modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.

The security interest granted under this provision constitutes a purchase money security interest under the California Uniform Commercial Code.

IV.PRICE AND PAYMENT

4.1 Subject to Section 4.2, the price for Services or each delivery of Goods will be as quoted ed by Seller. Prices quoted will be valid for 14 days.
4.2 Where Goods are delivered by instalments or Services performed in stages, Seller may invoice each instalment or stage separately. Where instalments are due to be delivered 6 months or more after the date of the submission of an Order, Seller shall be entitled to increase the prices of such Goods for any reason and shall notify Buyer of such increased prices prior to delivery. Save during the 14-day period in Section 4.1, Seller may also increase the prices of Goods to be delivered less than 6 months after the date of an Order, if Seller (in its sole discretion) considers the same to be justified by any material increase in the prices of raw materials used by Seller or other overhead costs incurred by Seller in the supply of Goods.
4.3 Seller’s price for Goods and/or Services (the “Price”) is calculated in US currency. All prices (which unless otherwise specifically stated are exclusive of VAT and any other applicable taxes, including hydrocarbon oil duty, where applicable, and do not include package charges) are net of taxes and are not subject to any discount.
4.4 Time of payment is of the essence. Full payment is due at time of purchase unless terms are approved by seller. The terms issued by seller will start when the invoice is issued at time of shipment. Payment shall be made without any deduction or withholding by Buyer except where required by law and Buyer is not entitled to assert any credit, deduction, set-off or counterclaim against Seller.
4.5 Accounts not paid in accordance with Section 4.4 shall be subject to a monthly finance charge, not to exceed 10% per annum. Such interest shall accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Buyer shall pay the interest together with the overdue amount. Where Buyer defaults in payment, Seller shall also be entitled to suspend any or all further deliveries of Goods and the performance of Services to Buyer.
4.6 Seller has the right to issue a supplementary invoice in respect of any increase in tax or duty between the date of dispatch and the date of delivery for which Seller may be liable to the appropriate authorities.
4.7 No disputes arising under these Terms or the sale of Goods or Services or delays (other than delays acknowledged by Seller in writing) shall interfere with prompt payment by Buyer.

V.PACKAGING; RETURNABLES

5.1 The Price, unless otherwise agreed upon, does not include freight and packaging (crates, drums, boxes, cases, cardboard, or other types of packaging) used for transportation of Goods to Buyer, the costs of which will be charged to Buyer for each shipment and shall be payable with payment of the Price. Where Seller has indicated to Buyer that such packaging is returnable to Seller, if Buyer returns packaging to Seller in good condition within 2 months of delivery, carriage paid by Buyer, Seller will credit Buyer for such returned packaging in the next order account. All returnable packages not returned to Seller in accordance with this Section, or not complete or in good condition, and which have not previously been charged for, will be invoiced to Buyer at the standard rate, payment of such invoice being due in accordance with Section 4.3.

VI.CREDIT

6.1 Seller reserves the right, at any time, and without notice to withhold credit facilities from or to limit, condition or reduce the amount or period of credit it will grant to Buyer.

VII.LIMITED WARRANTY

7.1 Unless otherwise expressly provided in these Terms, Seller warrants title and that the Goods shall conform to Seller’s standard specifications at the time of delivery and for a period 3 months from delivery. Subject to the preceding sentence and except as otherwise expressly provided herein. SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE GOODS. The Goods are not evaluated or sold as fit for any particular purpose unless specifically agreed in writing by an appropriate representative of Seller. Services shall also conform to the parties’ agreed specification and be conducted with reasonable care and skill. Product specific terms of warranty with regard to warranty period or conditions of warranty may apply to certain specified Products as stated in the documentation for those Products.
7.2 Buyer must give Seller prompt written notice after discovery, but no later than 10 days from the date of delivery, that the Goods do not comply with the standard specification. Seller must be given a reasonable opportunity to examine such Goods and, if requested by Seller, Buyer must return such Goods to Seller’s place of business at Seller’s cost. If the condition of Goods or Services is such as might or would (subject to these Terms) entitle Buyer to claim damages, to repudiate the sale or to reject Goods or Services, Buyer must first ask Seller to repair Goods (if possible) or supply satisfactory substitute Goods or Services and Seller shall then be entitled at its option to repair or supply satisfactory substitute Goods or Services free of cost and within a reasonable time or to repay the price of Goods or Services in respect of which the complaint is made.
7.3 Seller shall not be liable for the Goods' failure to comply with the limited warranty set out in Section 7.1 in any of the following events:
1. Buyer makes any further use of such Goods after giving notice in accordance with Section 7.2.
2. the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, commissioning, installation, use and maintenance of Goods or (if there are no such instructions) good trade practices regarding the same.
3. Buyer alters or repairs such Goods without the written consent of Seller.
4. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
5. Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 If Seller does so repair or supply conforming substitute Goods or Services or effect repayment under Section 7.2, Buyer shall be bound to accept such repaired or substituted Goods or Services provided that such Goods or Services satisfy the limited warranty provided in Section 7.1 or repayment and Seller shall be under no further liability in respect of any loss or damage of whatever nature arising in relation to those Goods or Services. Such replacement Goods or Services shall be subject to these terms.
7.5 Except as provided in this Section 7.1, Seller shall have no liability to Buyer in respect of Goods and/or Services failure to comply with the limited warranty in Section 7.1, including no liability for damage to any of Buyer’s property, for expert opinions, or for any punitive or special, incidental, lost profits, or consequential damages of any kind whatsoever. Seller’s warranty is extended to the Buyer only and is non-transferrable.
7.6 If Buyer becomes aware that any third party has made or appears likely to make any claim regarding Products (including, without limitation, regarding Product defects or rights infringed by Products), then Buyer shall immediately inform Seller and afford to Seller all assistance that Seller may require to enforce its rights and defend such claim.

VIII.REACH REGULATIONS

8.1 Buyer agrees to comply with all of its obligations under the REACH Regulations. In particular, but without limitation, Buyer shall timely provide to Seller all relevant new information on hazardous properties of Buyer’s products. Buyer shall comply with any safety information on products supplied to it and ensure that its customers are provided with all the information required to use their products safely. Buyer shall indemnify Seller and its affiliates for all losses, costs or other claims arising from Buyer’s failure to comply with any or all of its obligations under the REACH Regulations howsoever arising.

IX.LIABILITY

9.1 BUYER’S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES, AND SELLER’S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE GOODS IN RESPECT TO WHICH SUCH CAUSE ARISES OR, THE REPLACEMENT OF SUCH GOODS, AND IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE. Seller shall not be liable for, and Buyer assumes liability for, all personal injury and property damage connected with the handling, transportation, possession, processing, further manufacture, other use, or resale of the goods, whether the goods are used alone or in combination with any other material. Transportation charges for the return of the goods shall not be paid unless authorized in advance by Seller.
9.2 If the Seller furnishes technical or other advice to Buyer, whether at Buyer’s request, with respect to processing, further manufacture, other use or resale of the goods, Seller shall not be liable for, and Buyer assumes all risk of, such advice and the results thereof.
9.3 Seller or Seller’s manufacturers or suppliers provide written instructions and/or advice to Buyer for the safe use of Seller’s Goods and containers (such as crates, drums, boxes, cases, or carboys) and other types of packaging (further copies available on request). Seller accepts no liability whatever for any losses, costs or other claims caused where Buyer uses its own containers or caused as a result of Buyer’s failure to use Sellers’ Goods, containers, or other packaging in accordance with the written safety instructions and/or advice.
9.4 Where Seller delivers Goods and containers/ packaging to Buyer, the point of delivery will be the delivery vehicle’s side and Seller accepts no liability whatever for any losses, costs, or other claims in connection with the transfer of Goods and containers/ packaging from the vehicle side to Buyer’s storage location.
9.5 Where Seller delivers Goods to Buyer, Seller ensures that all packaging in the form of crates, drums, boxes, carboys etc. are suitable to protect Goods from damage during delivery. Seller can accept no liability for any loss or damage caused where such packaging is used for the further transportation of Goods or other unconnected
9.6 Where Buyer collects Goods from Seller, although Seller may inspect any collection vehicle used by Buyer, Seller shall not be responsible for any losses caused or claims made to Buyer as a result of the unsuitability/inappropriateness of the vehicle in any respect whatsoever.
9.7 Unless Seller has specifically confirmed to Buyer that Goods are suitable to be mixed with any other Goods, Seller accepts no liability for admixture of Goods with any other Goods and it shall be Buyer’s sole and entire responsibility to ensure that the products concerned and the containers to be used are entirely suitable for such admixture and/or for transfer of such.
9.8 Seller's maximum aggregate liability under or in connection with these Terms and sales to Buyer, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed 150 per cent of the price of Goods or Services provided (or to be provided) sold to Buyer in the last three years.
9.9 In no circumstances shall Seller be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any loss (whether direct or indirect) of profits, goodwill, or business opportunity or for any indirect, special, or consequential loss (whether or not reasonably foreseeable and even if Seller had been advised of the possibility of Buyer incurring the same) which arises out of or in connection with these Terms.

X.INTELLECTUAL PROPERTY

10.1 All trademarks, registered or unregistered design rights, copyrights, confidential information such as color schemes, knowhow, and other intellectual property rights of any nature (“Intellectual Property”) in all Goods or Services supplied by Seller are owned by Seller and/or its suppliers. Seller reserves the right at any time to require Buyer immediately to discontinue the use in any manner whatsoever any such Intellectual Property.
10.2 Seller owns the exclusive right to all Intellectual Property for any Formulation (defined below), that Seller has formulated on behalf of Buyer, regardless of which party pays for the cost for Formulation and Buyer hereby assigns all right, title and interest in and to such Formulation to Seller and shall promptly take any necessary steps to confirm such assignment in writing upon Seller’s request.
10.3 Seller grants Buyer the right to use its Intellectual Property to the extent needed to use a Formulation purchased from Seller, however Seller reserves the right to withdraw access to the Formulation and all Intellectual Property related thereto, at Seller’s discretion.
10.4Seller is under no obligation to grant rights in any Intellectual Property or a Formulation to Buyer, however, should Seller wish to grant such rights, the cost thereof will be calculated by Seller at the time of request. With regards to a Formulation whereby Buyer has paid for the costs of formulating, Buyer will get first option to buy the Intellectual Property of such Formulation.
10.5 Seller shall own and retain all rights, title and interest in and to all deliverables and all other reports, documents, materials, techniques, ideas, concepts, trademarks, know- how, specifications, notes, designs, inventions, information or work product of any kind that are authored, produced, created, conceived, collected, developed, discovered or made in connection with Services or Goods at any discussions or meetings with Buyer or its representatives on Seller’s premises including any and all Intellectual Property Rights therein (collectively the “Work Product”).
10.6 Buyer shall promptly execute all documentation and take all actions necessary or reasonably requested by Seller to document, obtain, maintain, perfect, or assign such rights in and to the Work Product to Seller. All such Work Product will be deemed to be confidential; proprietary and trade secret information of Seller and Buyer will not disclose the Work Product or any information relating to the Work Product to any third parties and such Work Product and information relating to it will be subject to the confidentiality obligations under Section 10.

XI.CONFIDENTIALITY

11.1 Buyer shall not, without Seller’s consent, disclose or make use of information contained in any Specification of Goods or Formulations or Intellectual Property of Seller, or any other information which Seller expressly makes known to Buyer is of a confidential nature or such information which can reasonably be implied to be of a confidential nature.

XII.RESERVATION OF TITLE

XIII.EX STOCK GOODS

13.1 >Ex-Stock Goods are offered subject to the same terms and conditions not having been sold elsewhere prior to receipt of unqualified acceptance of Seller’s quotation.

XIV.VARIATIONS

14.1 No variation to any of these Terms shall have effect unless signed in writing on behalf of Seller by an officer of Seller.

XV.ASSIGNMENT

15.1 These Terms are between Seller and Buyer as principal and is not assignable without the consent of Seller. Seller may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under these Terms.

XVI.TERMINATION

16.1 Seller shall be entitled immediately to terminate any contract with Buyer by written notice if Buyer fails to pay any invoice in accordance with these Terms, where the control of Buyer changes during the period of these Terms or where Buyer commits any continuing or material breach of these Terms or makes any composition with its creditors or suffers any distress or execution to be levied upon its assets or is wound up either compulsorily or voluntarily or suffers a receiver of any of its assets to be appointed or otherwise ceases or threatens to cease to carry on business. Sections 3, 4, 7, 8, 9, 10, 17, 19, 21 and 22 shall survive termination of these Terms.

XVII.FORCE MAJEURE

17.1 Seller shall have the right to cancel or delay performance of Services or deliveries of Goods if it is prevented from or hindered in or delayed in manufacturing or delivering Goods or Services or any part thereof through any circumstances beyond its reasonable control, including but not limited to war, riot, government requisitions of any kind, suspension or loss of means of transport, strikes, lock outs, labor disputes, fire, explosion, flood, accident, failure of any third party to supply Seller, breakdown of machinery or anything directly or indirectly interfering with the raw materials (including but not limited to the price or supply of raw materials) or the manufacture, supply, shipment, arrival or delivery of Goods, or any foreign or domestic embargoes, seizures, acts of God, pandemic, insurrections, war, or the adoption or enactment of any law, ordinance, regulation, guidance, ruling or order or any shortages of raw materials or labor, which directly or indirectly interfere with, or render more burdensome, Seller’s production, delivery, or performance. During any such period of cancellation, Buyer shall have the right to purchase elsewhere at his own risk and cost such quantities of Goods or Services as may be necessary.

XVIII.RIGHTS OF THIRD PARTIES

18.1 A person who is not a party to these Terms has no right to enforce any term of these Terms.

XIX.NOTICES

19.1 Any notice or other communication given to a party under or in connection with these Terms shall be in writing, addressed to that party at its registered office or principal place of business (if it is a company) or such other address as that party may have specified to the other party in writing in accordance with this Section, and shall be delivered personally, or sent by pre-paid commercial courier or fax to the attention of President.
19.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Section 19.1; if delivered by commercial express mail courier, 2 Business Days after being deposited with the courier; or, if sent by fax, one Business Day after transmission provided no error report is received by the sender.
19.3 The provisions of this Section 19 shall not apply to the service of any proceedings or other documents in any legal action.

XX.WAIVER

20.1 A waiver of any right or remedy under these Terms is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

XXI.SEVERANCE

21.1 If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected.
If any invalid, unenforceable or illegal provision of these Terms would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

XXII.JURISDICTION

22.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, law of the State of New York (without giving effect to its conflict of laws principles), and the parties irrevocably submit to the exclusive jurisdiction of the federal court of Southern District of New York. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in such courts as stated above; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

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