TERMS & CONDITIONS

Golden Grove USA, Inc.

Standard Terms & Conditions

 

Acceptance of Terms and Conditions.


Any and all sales of Golden Grove USA, Inc. products, including, but not limited to, peanuts (including all types and grades), peanut meal, peanut oil, peanut hulls, peanut hull pellets or granules, or other peanut products are subject to these Terms and Conditions and the acceptance of any order or sale of products evidences your acceptance of these Terms and Conditions.  Golden Grove USA, Inc. reserves the right to modify the terms and conditions at any time without prior notice.

 

Payment.

 

All amounts due for products are to paid within fourteen (14) days from the date of receipt of the products. All payments are to be made in US dollars by wire transfer, or other method as so reasonably requested by Golden Grove USA, Inc., in accordance with instructions provided by Golden Grove USA, Inc.

 

All late payments shall accrual interest, calculated daily and compounded monthly, at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Golden Grove USA, Inc. shall also be reimbursed for all reasonable costs incurred by it in collecting any late payments, including reasonable attorneys’ fees and court costs. In addition to all other remedies available under any agreement or at law if any undisputed amount is not paid within the agreed upon payment terms, Golden Grove USA, Inc.  may suspend the delivery of any products or terminate any agreement between the parties.

Shipment/Delivery.

 

Golden Grove USA, Inc. shall select the method of shipment of and the carrier for the products. Golden Grove USA, Inc. may, in its sole discretion make partial shipments of products. Each shipment will constitute a separate sale and shall be paid pursuant to standard payment terms, whether such shipment is in whole or partial fulfillment of an order.  Unless agreed to otherwise in writing by the parties, all shipments are CIF (Destination Port), and the price stated by Golden Grove USA, Inc. for products includes shipping and insurance to the delivery location identified by the buyer.  For products shipped CIF, Golden Grove USA, Inc. assumes the risk of loss to the delivery location identified by the buyer.

Golden Grove USA, Inc. shall pack and mark the products pursuant to the specifications agreed to by the parties, and upon shipment provide applicable shipment documentation including, when available: USDA Certificate of Inspection; Certificate of Aflatoxin Analysis from USDA approved lab; Certificate of Fumigation; invoice; declaration of shipment stating the quantity shipped, the lot number(s), the carrier name, container number(s) and the date of shipment; and the bill of lading.

 

Assumption of Risk.

 

You agree that you shall at all times comply with all Laws applicable to any agreement with Golden Grove USA, Inc. and/or related to any purchased or supplied product, including, but not limited to, any applicable law or regulation regarding the sale or resale of agricultural products or food. To the extent you purchase any shelled or inshell peanuts, you agree that you will clean, sort, process, roast, package, and label any peanuts pursuant to any applicable industry standard, law, or regulation.

 

Trademarks.

 

Any use of the Golden Grove USA, Inc. copyrights or trademarks without expressed written authorization from Golden Grove USA, Inc. is strictly prohibited. You recognize and acknowledge the ownership of the Golden Grove USA, Inc. copyrights or trademarks and understand that you do not acquire, unless otherwise agreed to in writing by Golden Grove USA, Inc., through purchase of any products from Golden Grove USA, Inc. any right, title, or interest in any copyrights or trademarks of Golden Grove USA, Inc. You also agree that you will not change, modify, create derivative works, and/or exploit the Golden Grove USA, Inc. copyrights or trademarks.

 

Warranties & Limitation of Liability.

 

Golden Grove USA, Inc. represents that its shelled and inshell peanuts will meet or exceed the requirements for human consumption set forth in 7 CFR part 996.  Unless specifically agreed to by Golden Grove USA, Inc., the sale of any products is not governed by the American Peanut Shellers Association Farmers Stock, Shelled or Inshell Trading Rules or any other USDA issued guidance regarding Grade Standards.

 

EXCEPT AS SET FORTH HEREIN, GOLDEN GROVE USA, INC. DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GOLDEN GROVE USA, INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATING TO OR ARISING FROM THE SALE OR SUPPLY OF ITS PRODUCTS WHETHER OR NOT EITHER PARTY HAD OR SHOULD HAVE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED.

IN NO EVENT SHALL GOLDEN GROVE USA, INC.’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PRODUCTS REGARDLESS IF SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID TO GOLDEN GROVE USA, INC. PURSUANT TO ANY AGREEMENT BETWEEN THE PARTIES.

Indemnification.


You hereby agree to indemnify, defend, and hold harmless, Golden Grove USA, Inc., its officers, directors, shareholders, affiliates, employees, agents, and subsidiaries from and against all claims, actions, suits, demands, costs, and damages (including reasonable attorney's fees) asserted by any third party as a result of your acts or non-acts, negligence, or the the resale of any products.

 

Force Majeure.

 

Golden Grove USA, Inc. shall not be liable or responsible, nor be deemed to have defaulted under or breached any agreement, for any failure or delay in fulfilling or performing any term of any agreement, if such failure or delay is caused by or results from acts beyond Golden Grove USA, Inc.’s control, including: (a) acts of nature; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) requirements of Law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any Governmental Authority (whether or not having the effect of Law); (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) shortages of or delays in receiving raw materials; (j) pandemic or other health crisis; or (k) shortage of adequate power or transportation facilities.

 

Relationship.


Nothing set forth herein or through the sale of products is intended to or shall be construed to constitute or establish an agency, joint venture, partnership, or fiduciary relationship between the parties, and neither party shall have the right or authority to act for or on behalf of the other party.

 

Modifications.

Any modification of any written agreement with Golden Grove USA, Inc. must be in writing and signed by all parties.

 

Severability.


If one or more of the provisions contained in these terms and conditions are held to be unenforceable under applicable law, such provision shall be appropriately limited in its scope. If any such limitation is not legally enforceable, such provision shall be excluded from these terms and conditions, and the balance of these terms and conditions shall be enforceable.

 

Governing Law/Jurisdiction.


These terms and conditions shall be governed by, construed, and enforced in accordance with the laws of the State of North Carolina, United States of America, without regard to any choice of law principles.  The Uniform Law on International Sale of Goods, Uniform Law on Formation of Contracts for International Sale of Goods, United Nations Convention on Contracts for International Sale of Goods of 1980, and the United Nations Convention on Limitations Period in the International Sale of Goods are hereby waived by the parties and do not apply to any sale of goods by Golden Grove USA, Inc..  Any dispute, controversy or claim arising out of or relating to the sale or supply of products shall be submitted for negotiation and resolution to the other party in writing, and the parties shall negotiate in good faith to resolve the dispute. If the parties are unable to resolve any dispute within thirty (30) days after delivery of the written notice of a dispute, either party may file arbitration with the American Arbitration Association, subject to its commercial arbitration rules, with the venue of the arbitration being Raleigh, North Carolina.  The parties agree that arbitration is the sole and exclusive remedy and venue for any dispute related to the products.  To the extent deemed necessary, either party may file a proceeding in a court that has applicable jurisdiction to compel arbitration or to enforce any judgment, award, or order issued by an arbitrator or panel.  If a proceeding is filed in a court to enforce the arbitration provision set forth herein, or for the purposes of the arbitration, the parties hereby submits to the personal jurisdiction of said court and waives any service of process through the Hague or any other international body.

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