Terms and Conditions
Golden Hill Ingredients LLC (“Seller”)
Standard Terms and Conditions for Product Sales
As of January 1, 2026
1. CONTRACT. In the absence of a written sales or purchase contract signed by the Buyer and Seller expressly superseding these Standard Terms and Conditions of sale, Seller’s offer to sell the product or, as the case may be, Seller’s acceptance of Buyer’s offer to purchase the product, as may be reflected in a sales price confirmation, purchase order, invoice, email and/or other sale confirmation document or electronic communication, is strictly subject to these Standard Terms and Conditions and the statements in Seller’s sale confirmation documents (collectively the “Contract”).
2. PURCHASE ORDERS AND QUANTITY. The Contract shall be completed and effective upon either by (a) the parties’ signatures on the Contract or (b) Buyer’s issuance of either an individual or blanket purchase order (“Purchase Order”) and Seller’s written acceptance thereof. Notwithstanding Seller’s written acceptance of any Purchase Order, or Buyer’s acceptance of any Contract, no provision of any Purchase Order or Contract may alter these Standard Terms and Conditions, except in a writing signed by both parties. (An electronic communication may constitute a writing for purposes herein.) Buyer shall place with Seller any Purchase Orders at least 48 hours, and any Contracts at least eight (8) weeks, before the Buyer’s requested delivery date. Subject to availability, Seller shall use reasonably diligent efforts to timely fill accepted Purchase Orders and Contracts for product. Buyer shall be obligated to purchase 100% of the aggregate quantity of product set forth in either the Contract or an accepted Purchase Order.
3. PAYMENT. Buyer shall pay to Seller the sale price in United States dollars as set forth in Seller’s invoice to Buyer for the product purchased within 30 days of delivery of such product to Buyer’s designated facility or agent, or within such lesser number of days as indicated by Seller to Buyer at the time of Seller’s receipt of the signed Contract or written acceptance of the Purchase Order. Payments shall be made at Seller’s address set forth in the invoice or, if requested by Seller, by wire or other electronic funds transfer of immediately available funds to an account designated by Seller,
4. DELIVERY. The delivery terms for product are either F.O.B. Seller’s facility or delivered to Buyer’s facility as specified in the Contract or in other sale confirmation documents of the Seller. Buyer will take delivery of the product during the delivery period reflected in the Contract or in other sale confirmation documents of the Seller. If Buyer is unable to accept timely delivery of product, then Seller, at its discretion, can either (a) impose a charge payable by Buyer each month on all product which has not been delivered to the Buyer by the 30th day subsequent to the specified delivery date in an amount equal to 1.5% of the gross price of such product per month, and/or (b) cancel the order. Buyer shall also pay to Seller any increased duties, fees, taxes, or other charges or tariffs resulting from a delivery delay caused by the Buyer.
5. RETURNS. Seller will accept product returns at its discretion depending on the circumstances. Any returns accepted by Seller shall be subject to a 20% restocking charge computed on the full invoice amount of the returned product. To qualify for a return, product must be in good and resalable condition and have at least 6 months of shelf life remaining. Buyer is responsible for payment of all freight and other charges associated with any approved return.
6. TITLE AND RISK OF LOSS. Title and risk of loss to product shall transfer to Buyer upon Seller’s Tender of Delivery. “Tender of Delivery” occurs when possession of product is taken by Buyer or Buyer’s agent and a Bill of Lading or other proof of delivery, signed by Buyer or Buyer’s agent, is provided to Seller or Seller’s agent.
7. PRICES AND INVOICES. (a) Prices for product are per one (1) pound unit (“Unit”). There shall be no charges for drums, totes and pallets in addition to the price per Unit unless indicated by Seller prior to Contract formation. All product prices include any sales, processing, excise, value-added or other import taxes, tariffs or duties, but shall not include any income taxes (“Product Taxes”), provided however that any additional Product Taxes assessed, levied or incurred after Contract formation shall be added to the purchase price of the product on the related invoice and paid by Buyer; (b) Seller shall invoice Buyer for all product sold promptly after Tender of Delivery of product. Any amounts which are not paid when due shall bear interest from the date payment was due until the date payment is received by Seller, at a rate of interest equal to the lower of (i) 1.5% per month or (ii) the highest rate of interest permitted under applicable law. Seller reserves the right to withhold future deliveries if any payment is not timely made in full; and (c) CLAIMS REGARDING DISCOUNTS, SHORTAGES OR QUALITY OR OTHER PRODUCT ISSUES NOT MADE WITHIN 90 DAYS FROM THE DATE OF INVOICE SHALL BE DEEMED WAIVED AND RELEASED BY BUYER.
8. FOOD GUARANTEE
8.1 Seller guarantees that on the Tender of Delivery date, the product delivered under the Contract will satisfy applicable specifications and will not be (i) adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (the “Act”), as amended or within the meaning of any state food and drug law, the adulteration and misbranded provisions of which are substantially similar to those in the Act; and (iii) an article which may not, under the provision of the Act, be introduced into interstate commerce. THE FOREGOING WARRANTY IS LIMITED AND IS IN LIEU OF ANY OTHER WARRANTY, AND SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, WHETHER AS TO MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.
8.2 In the event Buyer rejects product as non-conforming to this warranty, Buyer shall hold such product until Seller removes the product or provides the Buyer with other reasonable instructions. Seller’s liability under this warranty is limited to either replacing the non-conforming product or refunding to Buyer its purchase price paid for such product.
9. INDEMNIFICATION. Seller shall indemnify and hold harmless Buyer against any and all third party claims, and all losses, damages and liabilities whatsoever resulting from such third party claims, and reasonably documented out-of-pocket expenses in connection therewith, including, without limitation, reasonable attorney’s fees and expenses, incurred as a result of any breach of the warranty set forth in Section 8.1, unless any such third party claims, losses, damages or liabilities result from the negligence or willful acts of Buyer, its officers, employees, or agents, upon the condition that notice of any action, claim or proceeding within the scope of this indemnity shall be provided by Buyer promptly to Seller after receipt of a claim. Seller reserves the right to choose the counsel that will be selected to defend pursuant to this indemnity, and to control the defense of any such action, claim or proceeding.
10. LIMITATION ON LIABILITY. SELLER’S LIABILITY TO BUYER IS LIMITED TO THE SALE PRICE PAID TO SELLER FOR THE PRODUCT AND NEITHER SELLER NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY TO BUYER, ITS AGENTS OR ITS CUSTOMERS FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR ANY REASON OR UNDER ANY THEORY OF LIABILITY WHATSOEVER.
11. INSURANCE. Seller agrees to maintain commercial general liability insurance including product liability, on a claims-made basis with minimum limits of liability of two million dollars ($2,000,000). Buyer, upon request to Seller, will be added to Sellers’ product liability policy as an “additional insured vendor” per the terms of the broad form vendor’s endorsement currently in use. Buyer shall also maintain commercial general liability insurance including product liability, on a claims-made basis with minimum limits of liability of two million dollars ($2,000,000).
12. TERMINATION AND CERTAIN REMEDIES. If either party breaches any of the material provisions of the Contract, the other party shall have the right to terminate the Contract upon 30 days’ prior written notice (10 days in the case of a payment default) whereupon the Contract shall terminate unless the breach complained of is corrected within such notice period. If either party shall (a) become subject to a bankruptcy or other insolvency court filing, (b) file for a petition therefor, (c) make an assignment for the benefit of creditors, or (d) have a receiver appointed for its assets, and such filing, assignment or appointment shall not be vacated within 60 days, then the other party shall be entitled to terminate the Contract immediately upon written notice to such party.
13. FORCE MAJEURE. A party shall not be liable for the inability of that party to commence or complete its obligations (excluding the obligation of payment) hereunder by the dates herein required resulting from delays caused by strikes, insurrection, acts of God, war, trade wars, emergencies, shortages or unavailability of raw materials, weather, change in law or other similar causes (“Force Majeure”), which shall have been communicated in writing in a timely manner to the other party. The occurrence of Force Majeure shall extend the period for the performance of the obligation (excluding the obligation of payment), for the period equal to the period of any such delays; provided that such party shall continue to perform to the extent feasible in view of such Force Majeure; and provided further, that if such Force Majeure shall continue for a period of 30 days, either party shall have the right to terminate this Contract upon written notice to the other. In the event of the occurrence of a Force Majeure event, Seller shall have the right, but not the obligation, to allocate product among its customers.
14. SUPPLIERS. Seller shall have the right to fulfill its supply obligations under the Contract through any one or more of its approved suppliers.
15. GOVERNING LAW AND JURISTICTION. The Contract has been entered into and shall be construed and enforced in accordance with the laws of the State of Illinois without reference to the choice of law principles thereof. Venue and jurisdiction for any proceedings arising out of the Contract shall lay exclusively in the state and federal courts of Cook County, Illinois.
16. ASSIGNMENT. Except to the extent provided herein, none of the parties shall have the right to assign the Contract, or any rights or obligations hereunder, without written consent of the other party; provided, however, that upon the sale of all or substantially all of the assets, business and goodwill of the Buyer to another company, or upon the merger or consolidation of the Buyer with another company, the Contract shall be binding upon both Buyer and the company purchasing such assets, business and goodwill, or surviving such merger or consolidation, as the case may be, in the same manner and to the same extent as though such other company were the Buyer. Subject to the foregoing, the Contract shall inure to the benefit of, and be binding upon, the parties hereto and their legal representatives, successors, and permitted assigns.
17. FINAL AGREEMENT. The Contract represents the final agreement of the parties with respect to its subject matter and all prior oral and written undertakings or agreements are superseded and merged therein. Unless specifically agreed upon in writing by Seller, no different or additional terms and conditions, including those contained in any acceptance by Buyer, shall in any way become binding on Seller or become part of the Contract and are hereby specifically rejected.
18. WAIVER. Any term, condition or covenant of the Contract may be waived, or the time of performance thereof extended, and any term, condition or covenant may be amended, by the parties hereto at any time in a writing signed by the parties. Any such waiver, extension or amendment shall be evidenced by an instrument in writing executed by an officer of the party authorized to execute waivers, extensions or amendments.
19. ATTORNEY’S FEES. If either party commences an action against the other to interpret or enforce the Contract or as a result of a breach by the other party of the Contract, the prevailing party shall be entitled to recover from the non-prevailing party the reasonable attorney’s fees, costs and expenses incurred by the prevailing party in connection with such action.
20. RELATIONSHIP OF PARTIES. The Contract shall not constitute or be construed as creating a partnership or joint venture between the parties.
21. DEFINITIONS. “Buyer” refers to the party who is purchasing product hereunder. “Seller” refers to Golden Hill Ingredients LLC
Golden Hill Ingredients is a trademark of Golden Hill Ingredients LLC
