DEL MONTE FRESH PRODUCE N.A., INC.
TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale (“Terms”) govern all sales of food products, including fresh produce (“Products”),
by Del Monte Fresh Produce N.A., Inc., a Florida corporation (“Company”), to the purchasing entity (“Buyer”). By placing
an order (“Order”), Buyer agrees to these Terms. Company’s acceptance of any Order is expressly conditioned on Buyer’s
assent to these Terms, and any additional or different terms in Buyer’s purchase orders or other documents are objected to
and rejected, shall not become part of the contract, and shall not be binding on Company, even if Company accepts,
acknowledges, or fulfills such Order, unless expressly agreed in a writing signed by an authorized representative of
Company. In the event of any conflict between these Terms and any Buyer document, these Terms shall control. No course
of dealing or usage of trade shall modify these Terms.
1. DEFINITIONS
“Applicable Law” means all federal, state, local, and foreign laws, regulations, and governmental requirements. “Business
Day” means Monday through Friday, excluding U.S. federal holidays. “Confidential Information” means non-public
business, financial, technical, or operational information disclosed by either party. “Force Majeure Event” has the meaning
set forth in Section 14. “Specifications” means Company’s quality, grading, packaging, and labeling standards for
Products.
2. ORDERS AND ACCEPTANCE
All Orders are subject to acceptance and credit approval by Company in its sole discretion. Company may cancel any
Order or suspend performance upon Buyer’s breach or if Buyer’s creditworthiness becomes unsatisfactory, with reasonable
notice where practicable.
3. PRICES AND PAYMENT
Prices are those quoted at time of Order or in the Company’s current price list, subject to adjustment before shipment for
documented increases in Company’s sourcing, freight, or procurement costs. All prices are in U.S. dollars unless otherwise
agreed in writing and exclude applicable taxes. Payment is due net ten (10) days from Company’s invoice date, unless
otherwise specified by the Company at the time of purchase. Late payments accrue interest at 1.5% per month (18% per
annum) or the maximum rate permitted by law, whichever is less. Company may require guarantees, letters of credit, or
other security and may set off any amounts owed by Buyer against amounts Company owes to Buyer. Failure to pay when
due entitles Company to suspend deliveries and declare all amounts immediately due.
Buyer acknowledges that all perishable agricultural commodities sold hereunder are sold subject to the statutory trust
authorized by section 5(c) of the Perishable Agricultural Commodities Act, 1930 (7 U.S.C. § 499e(c)). Company retains a
trust claim over such commodities, all inventories of food or other products derived therefrom, and any receivables or
proceeds from the sale thereof until full payment is received. The passage of title and risk of loss to Buyer under the
applicable shipping terms shall not impair or limit Company’s PACA trust rights. Buyer shall maintain PACA trust assets
separate and apart from Buyer’s own assets and shall not commingle PACA trust assets with non-trust assets.
4. TAXES
Buyer is responsible for all sales, use, excise, value-added, and other taxes, duties, and governmental charges arising from
transactions under these Terms, except taxes on Company’s net income. Buyer shall provide valid exemption certificates
upon request.
5. SHIPPING AND RISK OF LOSS
Title and risk of loss pass to Buyer per applicable shipping terms (International Commercial Terms as published by the
International Chamber of Commerce (ICC) in 2020 where specified in writing, otherwise FOB Company’s shipping point).
Delivery dates and times are estimates only; Company is not liable for delays. Partial shipments are permitted, each
constituting a separate transaction. Buyer shall arrange adequate refrigerated transportation and storage for perishable
Products unless Seller agrees in writing to arrange for such transportation and storage.
6. INSPECTION AND CLAIMS
Buyer shall inspect Products promptly upon receipt. Quality claims must be filed within twenty-four (24) hours of delivery
via electronic notice to Company’s designated address. Quantity discrepancies shall be decided by reference to bills of
lading and shipping documents. Claims do not excuse timely payment. Company’s sole remedies for approved claims are,
at Company’s discretion: credit, replacement, or refund of the purchase price for affected Products.
7. WARRANTIES AND DISCLAIMERS
Company warrants that at time of delivery, Products will conform to applicable Specifications and will not be adulterated
or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act or applicable state law. Warranties do not
apply if Buyer fails to store, handle, or transport Products per Company’s instructions or if Products are altered after
delivery.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, COMPANY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING FLORIDA’S UNIFORM
COMMERCIAL CODE (FLA. STAT. § 672.316). ALL IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE ARE HEREBY EXCLUDED.
8. FOOD SAFETY AND REGULATORY COMPLIANCE
Both parties shall comply with all Applicable Laws relating to food safety and labeling, including the Federal Food, Drug,
and Cosmetic Act, the Food Safety Modernization Act (FSMA) (including preventive controls under 21 CFR Part 117,
produce safety under 21 CFR Part 112, and the Food Traceability Rule under 21 CFR Part 1, Subpart S), the Food Allergen
Labeling and Consumer Protection Act (FALCPA), and the FASTER Act of 2021 (sesame allergen labeling). Company
maintains food safety plans and HACCP programs as required by law. Buyer shall maintain proper storage, handling,
transportation, and temperature controls for all Products and shall cooperate fully with traceability requirements and recall
efforts.
9. PRODUCT RECALL
Company may initiate voluntary recalls or market withdrawals at any time. Buyer shall cooperate fully, including
immediately segregating affected Products, providing complete distribution records, and facilitating consumer-level
retrieval. Costs shall be allocated per Applicable Law. Company shall not be liable for indirect, incidental, or consequential
damages arising from any recall, unless caused by Company’s gross negligence or willful misconduct. This Section
survives termination.
10. INDEMNIFICATION
Buyer shall indemnify and hold harmless Company from claims arising from Buyer’s negligence, mishandling, improper
storage, unauthorized product modifications, breach of these Terms, or violation of Applicable Law. Company shall
indemnify and hold harmless Buyer from claims arising from manufacturing defects, adulteration, or misbranding
occurring before delivery, or Company’s gross negligence or willful misconduct. The indemnifying party shall control the
defense; the indemnified party shall provide prompt written notice and reasonable cooperation.
11. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE, OR
BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE
THEORY OF LIABILITY. COMPANY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE
AMOUNTS PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM DURING
THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
These limitations are consistent with Florida’s UCC (Fla. Stat. § 672.719) and apply to the fullest extent permitted by law.
They do not apply to a party’s indemnification obligations, liability arising from gross negligence or willful misconduct,
Buyer’s payment obligations, breach of confidentiality, or Company’s rights and remedies under the Perishable
Agricultural Commodities Act, 1930 (7 U.S.C. § 499a et seq.).
12. TRADEMARKS AND INTELLECTUAL PROPERTY
“DEL MONTE” and related trademarks are the property of Company or its affiliates. Buyer may use such marks only in
connection with Products properly bearing them or with Company’s prior written approval of all advertising and
promotional materials. No license or ownership interest is granted. Buyer shall not alter, remove, or obscure any marks,
labels, or packaging.
13. QUALITY STANDARDS
Buyer shall maintain Company’s quality standards for transportation, handling, storage, ripening, and display of Products
at all distribution levels. These obligations extend to Buyer’s customers and downstream handlers selling Products under
Company’s trademarks. Company may audit Buyer’s facilities upon reasonable notice.
14. FORCE MAJEURE
Neither party shall be liable for failure or delay in performance (other than payment obligations) caused by events beyond
its reasonable control, including acts of God, war, terrorism, pandemics, epidemics, government actions or orders,
sanctions, embargoes, strikes, supply chain disruptions, transportation failures, natural disasters, cyberattacks, or inability
to obtain necessary labor, materials, or facilities. The affected party shall give prompt notice and use commercially
reasonable efforts to mitigate. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party
may terminate affected Orders without liability. During such events, Company may allocate available supply at its
discretion among customers.
15. CONFIDENTIALITY
Each party shall maintain the confidentiality of the other’s Confidential Information, including pricing, volumes, and
business terms, and shall not disclose it without prior written consent except to employees and advisors bound by
equivalent obligations. Standard exceptions apply (publicly available information, independent development, legally
compelled disclosure with prompt notice). These obligations survive for three (3) years after termination.
16. GOVERNING LAW AND VENUE
These Terms are governed by the laws of the State of Florida, without regard to conflict of laws principles. The UN
Convention on Contracts for the International Sale of Goods (CISG) is excluded. Any dispute shall be brought exclusively
in the state courts of Miami-Dade County, Florida, or the U.S. District Court for the Southern District of Florida. Each
party irrevocably consents to personal jurisdiction and waives objections to venue. The prevailing party shall recover
reasonable attorneys’ fees and costs. Notwithstanding the foregoing, nothing in these Terms shall limit Company’s right
to pursue claims or remedies under the Perishable Agricultural Commodities Act, 1930 (7 U.S.C. § 499a et seq.), including
the right to file a complaint with the U.S. Department of Agriculture or to pursue PACA trust claims in any court of
competent jurisdiction.
17. GENERAL PROVISIONS
These Terms, together with any accepted Order, constitute the entire agreement and supersede all prior agreements.
Amendments require a written instrument signed by both parties; provided, that Company may modify these Terms upon
30 days’ prior written notice, and Buyer’s continued ordering constitutes acceptance. If any provision is held invalid, the
remainder continues in full force. No failure to enforce constitutes a waiver. Buyer may not assign these Terms without
Company’s prior written consent; Company may assign freely. Notices shall be in writing, including by email, to the
addresses designated by each party. The following Sections survive termination: 7 (Warranties), 9 (Recall), 10
(Indemnification), 11 (Limitation of Liability), 12 (Trademarks), 15 (Confidentiality), 16 (Governing Law and Venue),
and this Section 17. The parties are independent contractors. Each party shall comply with all Applicable Laws, including
the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and all trade sanctions and export controls administered
by OFAC and BIS. The English-language version of these Terms controls. Headings are for convenience only. These
Terms may be executed in counterparts; electronic signatures have the same effect as originals. No third-party
beneficiaries. All remedies are cumulative unless expressly limited
RecipeS >
Find a variety of fresh recipe ideas for every occasion.
about uS >
Our goal is to inspire healthy lifestyles through wholesome, convenient foods. Learn more!
pRoductS >
Check out our high-quality fresh fruits & vegetables available as whole, fresh cut and packaged products.
newS & eventS >
Stay up to date with our fresh news and events.