T&C Document Download

General Terms and Conditions

for the

Sale of Products and Services

of Premier Juices

I.            Scope of Application, Formal Requirements

A.     These General Terms and Conditions for the Sale of Products and Services (hereinafter “GTCS”) apply to Premier Juices (“Premier Juices”).

B.     In these GTCS, Premier Juices may be referred to as "we" or "us" or "Premier Juices" or the "Seller."  These GTCS apply exclusively to all of our business relationships with our customers (hereinafter the “Purchaser”) regarding the sale of Products (as defined below) or the provision of Services (as defined below) in each Purchaser’s applicable purchase order (“Purchase Order”). These GTCS therefore apply in particular to:

1.      the sale of products, including but not limited to ingredients for the production of foods and beverages, culture media and laboratory equipment, irrespective of whether we have manufactured these products ourselves or sell them only as an intermediary (“Products”); and

2.      the provision of services, including but not limited to contract manufacturing, sensory & consumer science, general consulting services, development, transportation, and storage services (“Services”).

C.     Unless otherwise agreed to in writing by Premier Juices, the most current version of these GTCS provided by Premier Juices applies to each Purchase Order at the time we receive it. 

D.     Unless otherwise agreed to in writing, the terms and conditions set forth in these GTCS supersede all prior or contemporaneous negotiations, commitments, agreements and writings with respect to a Purchase Order, including but not limited to any general terms and conditions of the Purchaser.

II.          Quotes, Purchase Orders, Deviations

A.     Unless otherwise stated in writing, our quotations (“Quotes”) are non-binding until the order is confirmed by us. This also applies to any catalogs, technical documentation or other product descriptions or documents (also in electronic format) provided to the Purchaser, in which we reserve any and all rights therein, including without limitation, rights in Intellectual Property (as defined below). Our Quotes do not include sales, use, excise, VAT, or any other taxes or governmental fees including, without limitation, import charges, customs duties, levies, excise duties, or other tariffs (including Section 310 tariffs), whether existing on the date of such Quote or entering into force after such date (collectively, “Taxes and Governmental Fees”). Purchaser shall be responsible for all applicable Taxes and Governmental Fees, whether or not invoiced by us.

B.     Purchase Orders must be in writing. Purchaser shall submit each Purchase Order to us, and we, in our sole discretion, shall accept or reject such Purchase Order.  A Purchase Order is only accepted either in a writing signed by us, or once the Products are delivered or Services commence, whichever occurs first.  Once a Purchase Order is accepted, such Purchase Order cannot be modified or cancelled by Purchaser except as expressly contemplated in Section III.D. and Section IX.A. of these GTCS.

C.     We endeavor to provide information regarding the usability and suitability of our Products to the best of our knowledge. However, such provision of information does not constitute a binding description of the quality or fitness of purpose of our Products nor a representation or warranty regarding the same. This also applies to any other public statements made by us or the manufacturers of the Products delivered by us or any agent of a manufacturer, including, without limitation, in advertising or on the product labels.

D.     The target quality of our Products is determined solely by the specifications agreed to by us in a Purchase Order.

E.     We reserve the right, in our sole discretion, to make customary deviations in quality, shape and color to our Products.

III.         Delivery and Performance Period, Default of Delivery, Force Majeure

A.     The expected delivery period will be agreed on a case-by-case basis or specified by us in writing when accepting the Purchase Order. Unless we expressly agree otherwise in writing, agreed delivery periods are generally non-binding.

B.     We are entitled to carry out partial deliveries and/or render partial performance.

C.     Purchase Orders for individual partial deliveries shall be placed in such a way that we are able to manufacture, package and deliver the Products as agreed.

D.     In no event shall we be responsible or liable for any failure or delay in the performance of our obligations under a Purchase Order arising out of or caused by, directly or indirectly, forces beyond our control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, epidemics or pandemics, civil or military disturbances, nuclear or natural catastrophes or acts of God and interruptions, Taxes and Governmental Fees (but solely to the extent entering into force after acceptance of a Purchase Order), a delay in delivery to us from our suppliers, loss or malfunctions of utilities, communications or computer (software and hardware) services (a “Force Majeure Event”).We shall inform the Purchaser promptly of any occurrence of a Force Majeure Event impeding any delivery to be made by us, and indicate at the same time, the expected new delivery period to the extent readily ascertainable. If the Force Majeure Event lasts for more than two (2) months, either party may, after having provided a reasonable grace period, rescind the Purchase Order with respect to the part of the Purchase Order not yet performed.

E.     For all Products under a Purchase Order, we require that the primary materials/components of suitable quality be delivered to us carriage free in time. If these requirements are not met, we are entitled to extend the delivery period or rescind the Purchase Order. Our inspection upon reception of primary materials/components is limited to identity and quantity checks.

F.     Further legal claims and remedies of the Purchaser on grounds of a default of delivery shall remain unaffected.

IV.         Prices, Terms of Payment and Default of Payment

A.     Unless otherwise agreed to in writing by us, our current prices shall be stated in our Quotes.

B.     Unless otherwise agreed to in writing by us, the purchase price is due and payable in accordance with the payment terms set forth following the results of a credit review process.

C.     If Purchaser fails to pay when payment is due, the Purchaser shall be in default (“Default”). In the event of Default, the Purchaser shall pay interest on the purchase price at the lesser of (a) the maximum allowable statutory interest rate, or (b) nine percent (9%) per annum.  Further, in the event of Default, Purchaser shall be responsible for all costs of collection, including reasonable attorney’s fees, court costs, and expenses incurred by us in connection with enforcing our rights under these GTCS.  We reserve the right to assert any claims on grounds of further damage caused by Default.

D.     Irrespective of any contrary terms and conditions of the Purchaser, we are entitled to set off payments first against the Purchaser's older liabilities. If costs of collection, including, without limitation, attorney’s fees, and interest have already been incurred, we are entitled to set off payments first against the costs of collection, then against the interest and last against the principal amount.

E.     We are entitled to issue invoices in electronic form (by e-mail or as an e-mail attachment).

F.     Any payment is only deemed to be made when the invoiced amount is actually received by us and cleared by the bank.

G.     If the Purchaser fails to meet its payment obligations, (i)  in particular if the Purchaser fails to honor a check, revokes a payment in an agreed direct debiting scheme or discontinues its payments, or (ii) if we learn of any other circumstances that raise doubts as to the Purchaser's credit standing or intention to pay, we are entitled to accelerate the maturity and demand immediate payment of the remaining debt by wire transfer of immediately available funds, including if we have previously accepted checks or other forms of payment. If the purchaser fails to meets its payment obligations, we shall have the right and ability to collect any and all costs associated with the collection of aged receivables or defaulted payments, including, without limitation, attorneys’ fees, court costs, and other expenses.

H.     If the Purchaser does not meet its payment obligations or does not meet them in time, we are entitled to refuse our performance in whole or in part until the amounts due have been paid or security has been provided.  If the Purchaser is in Default, we also have the right to accelerate the maturity and demand immediate payment of all claims against the Purchaser by wire transfer of immediately available funds, including if we have previously accepted checks or other forms of payment.

I.      If, after a Purchase Order has been entered into, it becomes apparent (e.g., because an insolvency or bankruptcy petition been filed or instituted against Purchaser) that our claim to the purchase price is put at risk due to the Purchaser's inability to pay, we are entitled to refuse performance and – after having provided a grace period, where applicable – to rescind the Purchase Order.

V.           Assignment, Right of Set-off and Retention

A.     Unless otherwise agreed by us in writing, our claims may be set off only against any final and non-appealable decision against us. In the event of defects in the delivery, the rights of the Purchaser as set forth in Article VII hereof shall remain unaffected. Any right of retention or set-off arising from previous or other transactions of the ongoing business relationships cannot be exercised.

B.     We are entitled to assign any and all claims against the Purchaser to a third party or any of our affiliates without requiring the Purchaser's consent. We shall have the right to assign accounts receivables to third persons.  

VI.         Packaging, Shipping and Transport

A.     Products shall be shipped either in disposable packaging, which shall be invoiced and the ownership in which will pass to the Purchaser, or in returnable packaging (V2A tanks, containers, boxes, reusable pallets, etc.). The Purchaser shall dispose of any disposable packaging properly at its own expense and agrees to do so even if we are required by law to accept the return of disposable packaging. At our request, the Purchaser shall provide us with appropriate proof of proper disposal.

B.     Any returnable packaging shall be returned to us free of charge promptly after having been emptied without any residue, rinsed out, in good order, and in clean condition. Unless otherwise agreed to in writing, the Purchaser shall be responsible for all logistics costs associated with the return of returnable packaging.

C.     In the event of damage, loss or destruction of individual items of returnable packaging, the Purchaser shall bear the full replacement costs.

D.     Unless agreed otherwise to in writing, our deliveries will be made in accordance with the incoterms agreed upon in writing, ex works, ex production site or ex warehouse (EXW Incoterms® 2020).

E.     Unless a specific shipping method is expressly agreed to in writing with the Purchaser, we reserve the right to determine the shipping method. Shipping and transport, together with any related Taxes and Governmental Fees, will be at the Purchaser's expense and risk.

F.     Within three (3) business days following Purchaser’s receipt of Products, the Purchaser shall inspect such Products for any transport damage or missing quantities and immediately notify the Seller in writing of any deficiency detected. The Purchaser shall provide the relevant certificates issued by the forwarding agent that prove the transport damage or missing quantities.  If the Purchaser fails to conduct an inspection in accordance with the terms hereunder, or to notify us in writing of any defect, we will not be liable for any injury or expenses for any returned defective Products.

G.     Purchaser shall bear all costs associated with storage of the Products, including the costs and expenses of any third party engaged for the storage of such Products by Purchaser or by Seller. 

H.     Purchaser shall store such Products in an appropriate, temperature-controlled, secure and clean location to ensure the stability and integrity of the Products.  Purchaser shall solely be responsible for any damage, expiration, theft, or defect of the Products arising from improper storage conditions.

VII.       Purchase Orders

A.     Unless agreed otherwise in writing, Purchase Orders under the specified volume shall always be made on a pro rata temporis basis per month (i.e., if the contract duration is twelve months, for example, one twelfth of the contract quantity shall be ordered per calendar month, provided that the minimum quantity stipulated in the contract is adhered to).

B.     Unless lead times for the delivery of the Products has been agreed to in writing, the lead times shall be determined on the basis of the nature of the Products and our operational and planning requirements.

C.     We may refuse the execution of individual Purchase Orders if and as long as the Purchaser is in Default.

D.     Upon expiration of the Purchase Order, we will be released from our obligation to perform even if the Purchaser has not ordered the Purchase Order volume at all, in full and/or in time. Any further delivery after expiration of the Purchase Order shall not be construed as a tacit extension of the contract duration.

E.     The foregoing shall not affect our right to request, upon expiration of the Purchase Order, the Purchaser to purchase within a reasonable grace period any Purchase Order quantities that have not been ordered or not ordered in full. If the Purchaser does not order the quantities remaining under the Purchase Order within the grace period provided, we may claim, in addition to asserting our claim to performance, damages for non-performance. Any delay or failure in making a request for purchase by us does not release the Purchaser from its obligations under the Purchase Order by purchasing the agreed quantities or pay damages for non-performance.

F.     Our aggregate liability and the liability of our agents for the timely availability of the ordered Products or non-performance arising from, relating to, or in connection with these GTCS, or any individual agreement, shall not exceed the sum of the amounts paid and payable to us by the Purchaser under the applicable Purchase Order.

G.     If a legal provision enters into force after the conclusion of a Purchase Order, including in respect of Taxes and Governmental Fees, resulting in an increase in our verifiable expenses, the purchase price shall be adjusted for the relevant increase in expenses.

H.     IN NO EVENT AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL THE SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF SALE OF PRODUCTS AND SERVICES OR ANY USE OF THE INFORMATION CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA.

I.      You agree to indemnify and hold us, our officers, directors, employees, and representatives harmless from and against any and all claims, damages, costs and expenses, including attorney's fees and court costs, arising from and related to your violation of applicable law or your breach of any of the terms of these GTCS.

VIII.      Notices of Defect and Warranties

A.     The rights of the Purchaser in the event of defects as to quality and title shall be governed by applicable law, unless provided for otherwise below.

B.     Any warranty rights of the Purchaser apply only if the Purchaser has properly complied with its inspection and defect notification duties in accordance with Article VI, Section E hereto.

C.     Any claim on grounds of defects must be filed within twelve (12) months after the Products have been delivered to the Purchaser.

D.     Any notice of defect shall be accompanied by samples of the rejected Products. Any return of the Products shall require our prior written consent.

E.     If, despite all due care exercised, the goods delivered by us have any defect that had already been present when the risk passed, we will remedy the defect by rectification or supply of a replacement at our option, provided that a notice of defect has been provided in time. We shall always be given the opportunity to remedy the defect within a reasonable grace period. Our right to refuse to remedy the defect, where available under the applicable legal provisions, shall remain unaffected.

F.     The best-before dates specified by us are not use-by dates.

G.     We may confirm the quality and thus the suitability of our products for the use intended by the Purchaser only if the Purchaser provides us in advance with detailed information in writing about the manner of the processing and use and guarantees that such manner will be adhered to. Such a confirmation by us constitutes a warranty and assumption of liability only if we expressly provide such warranty in a signed writing.

H.     To the extent we provide instructions for use and storage, the Purchaser shall be responsible for any damages or adverse effects resulting from non-compliance with such instructions.

IX.         Other Liability

A.     The Seller may terminate a Purchase Order with the Purchaser at any time with or without cause. The Purchaser may rescind or terminate a Purchase Order if we breach our obligations thereunder, and such breach is attributable solely to us. Purchaser shall not have the right to terminate for convenience. Upon termination of these GTCS, the Purchaser shall pay all fees, expenses, and costs in full to Seller within five (5) days prior to such termination.

B.     If the Products delivered by us are trading goods that we have purchased from an upstream supplier and resold to the Purchaser, we have the right to assign to the Purchaser any rights based on defects as to quality we may have against the upstream supplier and request from the Purchaser to have recourse against the upstream supplier. In no event will we be liable for any such defects.

C.     We are not liable for any recommendation, advice or sharing of know-how, except in the event of willful intent or gross negligence.

D.     The Purchaser shall reimburse us for all fees, costs and expenses incurred by us in any legally successful enforcement of rights against the Purchaser.

X.           Security Interest; Retention of Title; Conditional Products

A.     Purchaser hereby grants Seller a security interest in the Products to secure any and all payment obligations of Purchaser to Seller for the Products. Seller agrees to release and hereby releases its security interest in the Products upon Purchaser’s payment in full for such Products.

B.     Title to the Products shall remain vested in us until such Products have been paid in full.  The inclusion of individual claims in an ongoing invoice and any set-off and recognition thereof shall not affect the retention of title. Payment shall be deemed effected upon receipt by us.

C.     The Purchaser is entitled to resell Products not yet paid in full (“Conditional Products”) in the ordinary course of business. The Conditional Products may not be pledged or transferred for security purposes to third parties until the secured claims have been paid in full. The Purchaser shall notify us promptly, in writing, if a petition for the opening of insolvency proceedings is filed or third parties have recourse (e.g., liens or attachments) to the Conditional Products belonging to us. Any costs of intervention shall be borne by the Purchaser. The Purchaser shall secure our rights when reselling Conditional Products on credit.

D.     The Purchaser shall treat Conditional Products with care and store them properly. In particular, the Purchaser shall, at its own expense, insure the Conditional Products for replacement value sufficiently against any damage  and theft. The Purchaser hereby assigns to us, and we hereby accept such assignment, of any claim it may have under the aforementioned insurance policies to the extent the Conditional Products are insured.

E.     The Purchaser hereby assigns to us, and we hereby accept such assignment, of any claims it may have under the resale of the Conditional Products. Irrespective of such assignment and our right to collection, the Purchaser is entitled to collection as long as the Purchaser meets its obligations owed to us and does not become illiquid.

F.     To the extent the Purchaser refinances on a factoring basis, the Purchaser hereby assigns to us, and we hereby accept such assignment,  of any claims it may have against the factor under such refinancing in the amount of the Purchaser's outstanding balance under the business relationship with us.

G.     If the Conditional Products are resold together with other goods, whether without or after processing, combining, mixing or blending, the above assignment in advance applies only in the amount of the invoice value of the Conditional Products that are resold together with such other goods. At our request, the Purchaser shall provide us with the information about the assigned claims required for collection purposes and disclose the assignment to the debtors.

H.     If the Purchaser performs any processing or finishing of the Conditional Products on our behalf, this shall not give rise to any obligations for us. In the event of processing, combining, mixing or blending of the Conditional Products with other goods that we do not own, we are entitled to the resulting co-ownership share in the new product in the proportion of the invoice value of the Conditional Products to the other processed goods applicable at the time of the processing, combining, mixing or blending. If the Purchaser acquires sole ownership in the new product, the contractual parties agree that the Purchaser shall grant us co-ownership in the new product in the proportion of the invoice value of the processed, combined, mixed or blended Conditional Products and shall keep the new product safe for us free of charge.

I.      If the Purchaser is in breach of contract, specifically in Default, we are entitled to rescind any Purchase Order pursuant to applicable law and demand that the Conditional Products be returned. Such demand for return does not constitute at the same time a notice of rescission but only a demand for the Conditional Products to be returned and a notice of reservation of our right to rescind. If the Purchaser fails to pay the purchase price when due, we may exercise these rights only after we have provided the Purchaser with a reasonable grace period for payment and such grace period has expired without the purchase price having been paid, unless it is not required by law to provide such a grace period.

XI.         Governing Law and Place of Jurisdiction

A.     These GTCS, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to these GTCS, or the negotiation, execution or performance of these GTCS (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with these GTCS or as an inducement to enter into these GTCS), shall be governed by, and enforced in accordance with, the internal substantive and procedural laws of the State of Florida, including its statutes of limitations.

B.     Any legal action or proceeding with respect to these GTCS or the Products or Services provided hereunder or for recognition and enforcement of any judgment in respect hereof brought by the Purchaser or its successors or assigns must be brought and determined in the state courts located in Pinellas County, Florida or the United States District Court for the Middle District of Florida, Tampa Division (and may not be brought or determined in any other forum or jurisdiction), and each party hereto submits with regard to any action or proceeding for itself and in respect of its property, generally and unconditionally, to the sole and exclusive jurisdiction of and venue in the aforesaid courts.

C.     Notwithstanding the provisions of Article X, Section B hereto, if Purchaser breaches these GTCS, we may seek injunctive relief in any applicable jurisdiction in addition to such other relief to which we may be entitled in law or equity.

D.     The United Nations Convention on Contracts for International Sale of Goods will not apply to the enforcement or interpretation of these GTCS.     

XII.       Miscellaneous

A.     Any information marked as confidential and any other information (written/electronic/oral) which is of the nature that a reasonable person would understand its owner would not want it disclosed to the public will be considered to be “Confidential Information”. Further, Confidential Information shall also include (i) any document or data transaction between the parties, (ii) matters of a technical nature such as trade secret processes or devices, know-how, drawings, specifications, proposals, data, formulas, software, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (iii) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and marketing concepts, plans or strategies, (iv) matters relating to project initiatives and designs, and/or (v) other information of a similar nature not generally disclosed to the public. Neither party shall disclose the other party’s Confidential Information except to its employees subject to a similar confidentiality agreement and who have a need to know to perform their responsibilities. Neither party will use the other party’s Confidential Information except as necessary to perform its obligations or exercise its rights under these GTCS. Each party will use reasonable measures to maintain the confidentiality of the other party’s Confidential Information, or more stringent measures if the party uses such measures to protect its own information of like kind. Each party will notify the other party promptly in the event of any unauthorized use or disclosure of the other party’s Confidential Information.  The obligations set forth herein to maintain confidentiality shall not apply to Confidential Information that: (a) the receiving party can document was in the public domain prior to disclosure or becomes publicly known through no fault of the receiving party; (b) the receiving party can document through written evidence dated prior to the date of this Agreement, was known to the receiving party prior to disclosure; (c) is disclosed to the receiving party by a third-party, rightfully in possession of the Confidential Information and not in violation of a confidentiality agreement with Seller or Purchaser or other restriction on disclosure or use; or (d) was independently developed by the receiving party without the use of the Confidential Information. If a party is required by law to disclose the other party’s Confidential Information, the party may disclose such information to the extent required by such law, provided that the party will give the other party as much prior notice as possible so that the other party can seek to protect its Confidential Information. Information disclosed as required by law will otherwise remain the disclosing party’s Confidential Information.  Upon request at any time, and in any event upon termination of this Agreement, each party will return to the other all originals and any copies of the disclosing party’s Confidential Information in the receiving party’s possession or control, and such receiving party will certify in writing that it has done so.

B.     To the extent permitted by applicable law, in particular under data protection law, we will store and process data and information which is disclosed to us or of which we learn in connection with the cooperation. The Purchaser hereby agrees with and consents to the sharing of such data and information with our affiliates.

C.     Purchaser shall, at its sole cost and expense, at all times during the term of each Purchase Order, comply with all applicable laws, ordinances, rules, regulations and requirements of any governmental authority having jurisdiction over Purchaser’s business operations or Purchaser’s permitted use of the Products.

D.     All content, design, images and descriptions developed by us, remain the Intellectual Property of us.  Purchaser shall only use our Intellectual Property with our prior written consent.  “Intellectual Property” shall mean any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, Internet domain name or industrial design, any registrations thereof and pending applications therefor (to the extent applicable), any other intellectual property right (including, without limitation, any know-how, trade secret, trade right, formula, conditional or proprietary report or information, customer or membership list, any marketing data, and any computer program, software, database or data right), and license or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing.

E.     If any term or provision of these GTCS is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these GTCS or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of these GTCS that by their nature should apply beyond their terms will remain in force after any termination or expiration of these GTCS. These GTCS may only be amended or modified in a writing stating specifically that it amends these GTCS and is signed by an authorized representative of each party.