TERMS AND CONDITIONS OF SALE

Craftology, LLC dba Dutch Treat Foods dba DT Food Solutions
(“Seller”)

These Terms and Conditions of Sale (“Terms”) apply to and govern all sales of goods (“Goods”) by Seller to any buyer (“Buyer”). Seller expressly objects to and rejects any additional or different terms proposed by Buyer, whether in a purchase order or otherwise, unless expressly agreed to in writing by Seller.

1. ACCEPTANCE; BATTLE OF THE FORMS

1.1 Exclusive Terms. These Terms constitute the exclusive terms governing all sales of Goods. Any acceptance by Seller is expressly conditioned upon Buyer’s assent to these Terms.

1.2 Rejection of Buyer Terms. Any additional or different terms contained in Buyer’s purchase order, confirmation, or other document are hereby rejected and shall not become part of the contract, even if Seller fails to object and even if Seller ships the Goods.

1.3 Acceptance by Conduct. Buyer’s acceptance of Goods, payment for Goods, or failure to timely object within twenty-four hours of receipt of Goods shall constitute acceptance of these Terms.

2. PRICES; TAXES

2.1 Prices. Prices are as stated in Seller’s written quotation or invoice. Prices may be changed by Seller at any time prior to shipment unless otherwise agreed in writing.

2.2 Taxes. Unless otherwise expressly stated in writing, prices exclude all taxes, duties, tariffs, assessments, or similar charges. Buyer shall be responsible for all such charges, except taxes based on Seller’s income.

3. PAYMENT TERMS; CREDIT

3.1 Payment Terms. Payment is due on receipt unless otherwise provided on Seller’s invoice unless.

3.2 Late Payments. Past-due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, from the due date until paid.

3.3 Collection Costs. Buyer shall be responsible for all costs of collection, including reasonable attorneys’ fees, court costs, and collection agency fees.

3.4 Credit Approval. All sales are subject to Seller’s approval of Buyer’s credit. Seller may revoke or modify credit terms at any time without notice.

3.5 Security Interest. Seller retains a purchase money security interest in the Goods until paid in full.

4. DELIVERY; TITLE; RISK OF LOSS

4.1 Delivery Terms. Unless otherwise stated in writing, all shipments are FOB Seller’s facility.

4.2 Risk of Loss. Risk of loss passes to Buyer upon delivery to the carrier.

4.3 Title. Title passes to Buyer upon Seller’s delivery of the Goods to the carrier, subject to Seller’s security interest.

4.4 Delivery Dates. Delivery dates are estimates only. Seller shall not be liable for delays in delivery.

5. INSPECTION; ACCEPTANCE; CLAIMS

5.1 Inspection. Buyer shall inspect Goods immediately upon receipt.

5.2 Notice of Nonconformity. Buyer must notify Seller in writing of any alleged nonconformity within 24 hours of receipt. Failure to do so constitutes irrevocable acceptance.

5.3 Condition Precedent. No return, credit, or allowance shall be permitted without Seller’s prior written authorization.

6. RETURNS; CREDITS (HIGHLY SELLER-FRIENDLY)

6.1 No Returns. Perishable and food products are non-returnable unless expressly authorized in writing by Seller.

6.2 Credits. Any credit issued is Seller’s sole discretion and shall not exceed the invoice price of the Goods.

7. WARRANTIES; DISCLAIMER

7.1 Limited Warranty. Seller warrants that, at the time of shipment, the Goods shall materially conform to Seller’s written specifications.

7.2 DISCLAIMER.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.3 Shelf Life and Handling. Other than as provided in Seller’s written specification, Seller makes no warranty regarding shelf life, performance, or quality after shipment, including deterioration due to handling, storage, temperature, or rotation by Buyer or third parties.

8. LIMITATION OF REMEDIES

8.1 Exclusive Remedy. Buyer’s sole and exclusive remedy shall be, at Seller’s option, replacement of nonconforming Goods or refund of the purchase price for such Goods.

8.2 No Consequential Damages.
IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, including lost profits, lost sales, recall costs, or third-party claims.

8.3 Liability Cap. Seller’s total liability shall not exceed the amount paid by Buyer for the specific Goods giving rise to the claim.

9. FOOD SAFETY; RECALLS; INDEMNIFICATION (CRITICAL FOR FOOD MANUFACTURERS)

9.1 Compliance at Shipment. Seller warrants that Goods comply with applicable food safety laws at the time of shipment.

9.2 Buyer Handling Responsibility. Buyer assumes all responsibility for storage, handling, transportation, labeling, repackaging, and resale of the Goods after delivery.

9.3 Recall Allocation. Any recall resulting from Buyer’s handling, labeling, storage, transportation, distribution, or use shall be Buyer’s sole responsibility.

9.4 Indemnification by Buyer. Buyer shall indemnify, defend, and hold Seller harmless from any claims, losses, damages, or expenses arising from Buyer’s handling, resale, or use of the Goods.

10. FORCE MAJEURE

Seller shall not be liable for failure or delay in performance due to causes beyond its reasonable control, including labor shortages, ingredient shortages, governmental actions, supply chain disruptions, or acts of God.

11. CONFIDENTIALITY

Pricing, formulations, specifications, and business information disclosed by Seller are confidential and shall not be disclosed or used except for purposes of the transaction.

12. TERMINATION

Seller may terminate or suspend performance immediately upon Buyer’s breach, insolvency, or failure to pay.

13. GOVERNING LAW; VENUE

13.1 Governing Law. These Terms shall be governed by the laws of the State of Michigan, including Article 2 of the Uniform Commercial Code, without regard to conflicts principles.

13.2 Venue. Any action shall be brought exclusively in state or federal courts located in Ottawa or Kent Counties, Michigan, and Buyer consents to personal jurisdiction.

14. SEVERABILITY; WAIVER; ENTIRE AGREEMENT

14.1 Severability. If any provision is unenforceable, the remainder shall remain in full force.

14.2 No Waiver. Seller’s failure to enforce any provision shall not constitute a waiver.

14.3 Entire Agreement. These Terms constitute the entire agreement regarding the sale of Goods and supersede all prior agreements.

15. INCORPORATION BY REFERENCE

These Terms are incorporated by reference into all Seller quotations, order acknowledgments, invoices, and confirmations.