EN 
ES Terms & Conditions
1. Applicability. “Company” shall mean Quality Bakery Products, Inc. and “Customer” shall mean a current or potential customer who has initiated contact with Company for the purposes of acquiring goods sold by the Company. These Terms & Conditions and any Invoice, Sales Order, or Quote are referred to herein collectively as the “Agreement”. This Agreement applies to all goods sold by Company to Customer and remains in effect indefinitely. The Customer’s signature on an Invoice or Sales Order and/or Customer’s acceptance of goods constitutes Customer’s acceptance of this Agreement in full and without modification. In the event of a conflict between these Terms & Conditions and any Invoice or Sales Order, the terms of the Invoice or Sales Order shall control. Company reserves the right to decline any order for any reason. Prices and terms are subject to change at any time. The company does not offer price or availability protection. Quantities and items that are unavailable at the time of shipment will not be back ordered and are subject to the prices prevailing at the time the items are reordered by the Customer. All shipping dates are based upon current availability of materials, present production schedules, and prompt receipt of all necessary information. The company’s acknowledgement of receipt of orders does not constitute confirmation of prices, allowances, payment terms, case quantities, product availability, shipping points, dates or modes of transportation as stated by the Customer.
2. Pricing; Payment. Company shall provide advance pricing in the form of a Quote and Customer consents to such pricing and terms included in the Quote by requesting delivery of goods. Company shall provide written invoices to Customer for goods sold to Customer and Customer shall pay to Company the total amount of each such Invoice in accordance with the payment terms set forth in the Invoice. If, at any time before delivery, Customer’s financial responsibility becomes impaired or unsatisfactory in Company’s sole discretion, or Customer fails to pay for any goods previously delivered in accordance with the terms of sale, Company may cancel any undelivered portion of an order, or require cash payment or satisfactory security before further delivery is made. If Company determines from any credible source that different payment terms are warranted, then after consultation with Customer, different but reasonable payment terms shall be made effective. Amounts not paid when due shall incur the lesser amount of a monthly interest charge of 1.0% or the maximum permissible statutory interest rate on the outstanding balance. Customer delinquencies which are turned over to a collection agency or to attorneys shall accrue interest on any past due balance at the lower of the rate of 1.5% per month (18% APR) or the maximum amount permitted under applicable law. Company shall be entitled to recover from Customer attorneys’ fees and other costs incurred by Company in collecting delinquent balances. Customers which have been set with terms accepting payment via credit card will be subject to a 1.5% processing charge when paying within terms. All others will incur a 3% processing fee if paying with credit card.
3. Warranty. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED BY LAW, TRADE USEAGE, COURSE OF DEALING, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, except that Company warrants that the goods shall, at the time of delivery (a) comply with the Company’s then-current standard specifications (with such specifications available to Customer upon written request to Company); and (b) not be adulterated or misbranded under applicable law; provided, however, that (i) the Company does not warrant against said goods becoming adulterated or misbranded after shipment by reason of causes beyond Company’s control, including, but not limited to, Customer’s storing methods or use of goods; and (ii) where goods are shipped under Customer’s labels or labels supplied, formulated or composed by Customer, Company’s responsibility for misbranding shall be limited to that resulting from the failure of the goods to conform to the product description appearing on Company’s applicable Quote.
4. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PENAL DAMAGES, WHETHER OR NOT ARISING OUT OF TORT (INCLUDING COMPANY’S NEGLIGENCE), CONTRACT, WARRANTY OR ANY OTHER THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Customer’s sole and exclusive remedy for any cause of action arising out of an Agreement, including Company’s negligence or otherwise, is expressly limited, at Company’s option, to: (a) replacement of the goods supplied; or (b) repayment of the purchase price for the goods supplied, each option under the applicable Invoice for which damages are claimed.
5. Dispute Process for Nonconforming Goods. All claims of whatsoever nature shall be deemed waived by Customer unless made in writing: (a) within 2 business days of Customer’s receipt of goods for frozen goods; or (b) within 5 business days of Customer’s receipt of goods for non-frozen goods. At the Company’s sole discretion, the Company may accept returns of goods, with such return credited to Customer as originally invoiced, less the value of any goods damaged.
6. Delivery; Risk of Loss. Delivery shall be made as promptly as possible but will not be made on any definite date, but the Company will attempt to respect the Customer’s request as to shipping dates and delivery arrangements. Company shall not be liable in any event for any loss, expense, cost, or damage incurred by Customer because of late delivery or non-delivery of the goods sold under an Agreement. Goods are sold F.O.B. place of delivery as specified in Customer shipment terms, and risk of loss for such goods shall pass to Customer upon Seller tendering such goods to Customer or third-party carrier at place of shipment.
7. Force Majeure. In the event of war, fire, flood, strike, labor trouble, breakage of equipment, accident, riot, act of governmental authority, acts of God or contingencies beyond the reasonable control of Company, which interferes with the production, supply or transportation of the goods covered by this contract, or in the event of the inability of Company to obtain any raw material (including energy source) or transportation, on terms deemed by Company to be reasonable, which will be used to produce or deliver the goods covered by this contract, quantities so effected shall be eliminated from the contract without liability on the part of the Company, but the contract shall otherwise remain unaffected. Without limiting the foregoing, Company, during any period of shortage due to any of such causes, may allocate its supply of such raw material amounts to its various uses therefore in such manner as Company deems practicable, and its supply of goods (finished or otherwise) in any manner which, in Company’s sole discretion, is fair and reasonable. In the event of any such delay or nonperformance, Company may, at its option and without liability, cancel all or any portion of this Agreement and/or extend any date upon which any performance is due.
8. Mandatory Mediation; Wavier of Jury Trial. Prior to and as a condition precedent of either Party filing suit in any court, the Parties shall engage in a mediated settlement conference with a certified Texas mediator. Each Party shall pay for their own attorney’s fees and 50% of the mediator’s fee and associated costs. The Parties shall mediate in good faith until settlement is reached or an impasse is declared by the mediator. N ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
9. General Conditions. No agent, salesperson or other party is authorized to bind the Company by any agreement, warranty, promise or understanding not herein expressed. Any notice which is required or permitted under the terms of this Agreement shall be in writing and delivered to the address of the party set forth in this Agreement (either party may change such address by written notice). In addition to the rights and remedies conferred upon the Company by law, the Company shall not be required to proceed with the performance of any order or contract if the Customer is in default in the performance of any order or contract with Company. No delay or omission by Company in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy and shall not be constituted as a bar to or waiver of any such right or remedy on any future occasion. The waiver, illegality, invalidity, or unenforceability of any provision appearing in this Agreement shall not affect the validity of the Agreement as a whole or the validity of any other provisions herein. This contract shall be binding upon the Company and Customer and shall insure to the benefit of their successors and assigners. The buyer may not assign or transfer this contract, in whole or in part, except upon the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regarding to conflicts of laws principles. Company will not be bound by Customer’s additional or different terms and conditions contained in any purchase order or other document (and this shall constitute Company’s objection to any such additional or different terms and conditions under the Uniform Commercial Code). This Agreement constitutes the entire agreement and supersedes all previous understandings or agreements of the parties regarding the subject matter of this Agreement, and may not be modified, amended, supplemented, or otherwise changed except by a writing executed by authorized officers of each of the parties, except that Company may modify this Agreement with advance notice to Customer, after which Customer’s continued business with Company constitutes acceptance in full of the modified Agreement. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.