1. General. This purchase order is an offer by Oliva international Foods (herein after referred to as “OIF” and/or Buyer) to the seller listed on the accompanying Purchase Order (“Seller”) and acceptance is limited to its provision without additions, deletions, or other modifications.

​

2. Acceptance. This purchase order may be accepted by delivering the goods by the specific delivery date. This purchase order is limited to the terms and conditions: (i) specified herein; (ii) specified on the face of accompanying Purchaser Order; and (iii) if applicable, specified in Buyer’s written agreement with Seller. Acceptances of all or part of the goods shall not (iv) waive Buyer’s right to cancel or return all or any portion of the goods that do not conform to the Purchase Order or (v) preclude Buyer from making any claim for damage or breach of warranty. All purchases are subject to inspection and rejection by Buyer at Seller’s expense for transportation both ways and all related labor and packing costs should such goods be found to be unacceptable for their intended use.

​

3. Compliance with Laws. Seller warrants to Buyer that the goods shall be provided, manufactured, shipped, stored, and otherwise handled in a (remove this) strict compliance with all applicable laws, codes, ordinances, regulations, executive orders, and industry standards. Seller makes all warranties contained in the Uniform Commercial Code (if applicable).

​

4. Title. Title conveyed to Buyer by Seller shall be good and merchantable and its transfer rightful. The goods shall be delivered free and clear of any lien, security interest, claim or encumbrance whatsoever.

​

5. PO Pricing, Quantities and Delivery. Pricing, quantities, and delivery dates (as stated on the Purchase Order) for goods may not be changed without the prior written approval of Buyer. Pricing and quantities stated on the Purchase Order will govern payments against invoices (where a conflict or discrepancy exists). Should there be a discrepancy, Seller will immediately communicate such discrepancy or discrepancies in writing to Buyer. If agreeable, Buyer will issue an updated Purchase Order. Damaged cases and/or goods will be deducted from invoice; proper documentation and supporting pictures will be provided by Buyer if requested by Seller. Arrangements should be made to have this order delivered to the address and by the day reference above. All orders are to be delivered completed. Short or backordered deliveries are unacceptable UNLESS authorized otherwise by the Buyer in writing. (i) For Domestic Orders: All deliveries are defined by the Purchase Order’s Seller Intercom. Buyer’s Receiving hours are Monday to Friday from 7:00 AM to 1:00PM. APPOINTMENT MANDATORY. Seller must Call 48 hours in advance for appointment at (305) 638-5161 (ii) For International Orders: All deliveries are defined by the Purchase Order’s Seller Intercom. Please send import documentation (invoice, ISF, BOL, Certificates, etc.) to Seller’s BROKER at hector@ramscargo.com and lis@ramscargo.com and Seller at purchasingOIF@olivafoods.com. For both domestic and international orders all risk of loss shall remain with Seller until goods have been received and accepted by Buyer at the applicable destination according to the terms and conditions of this Purchaser Order.

​

6. Packing and Shipping. All shipping containers shall be packed and packaged to: (i) ensure safe arrival to destination; (ii) comply with requirements of common carriers; (iii) meet Buyer’s writing instructions; and (v) meet the requirements of all applicable laws, ordinances, rules, and regulations. Each package or container shall be shipped with an itemized Bill of Lading (“BOL”), clearly marked to show this Purchase Order number. All Cartons must be Labeled with the following: Buyer’s Logo, Item Description, Pack Size, UPC Code, Lot #, Expiration Date and Country of Origin. All pallets must be IPPC Certified and Heat Treated. All ingredients or products intended for human consumption are required to ship with a Certificate of Analysis (“COA”) and must meet OIF Quality Assurance Standards.

​

7. Invoices. Seller shall issue a separate invoice for each separate shipment and shall reference the associated Purchase Order on the invoice. Each invoice must be in English and provide accurate value of Cases, OIF Item number and Should match Sequence of the products on the purchase Order. Invoices will be paid according to the agreed upon terms. Delay in receipt or acceptances of goods, or delay in receipt of a correct invoice will be just cause for Buyer to withhold payment without losing discount privileges. All invoices are to be emailed to: apayable@olivafoods.com and purchasingOIF@olivafoods.com

​

8. Inspections. Buyer shall have the right to inspect and test the goods ordered at any time. Defective goods not in compliance with Buyer’s drawings, specifications or standards may at any time be rejected. Buyer at its sole option may require Seller, at Seller’s expense to: (i) properly replace any or all rejected goods or (ii) refund the fees paid for any or all rejected goods.

​

9. Force Majeure. Failure of Buyer to take shipments of goods hereunder, if occasioned by fire, explosion , flood, war, accident, pandemic, interruption of or delay in transportation, labor trouble, governmental regulations, or any other circumstance of like or different character beyond Buyer’s reasonable control, or if occasioned by partial or complete suspension of operations at any of Buyer’s offices or other business location, shall not subject Buyer to any liability to Seller by reason thereof, but, at Buyer’s option, the total quantity covered by this Purchase Order or that may be reduced by the extent of omitted shipments, or the specific delivery period may be extended by a time equal to that during which shipments shall be so omitted and such shipments shall then be made performed during the period of extension.

​

​10.  Entire Agreement. This Purchase Order represents the entire understanding between Buyer and Seller,  shall supersede all prior understandings and agreements relating to the subject matter. In the event of a conflict between the terms and condition of this Purchase Order and any amendment thereto, the Purchase Order shall govern and control. Notwithstanding the foregoing, the provisions of this Purchase Order will not supersede any provision of any other previously written agreement(s) that are currently in effect between the parties that govern the provision of goods that are the subject of this Purchase Order.

 

11. Governing Law. This Purchase Order shall be governed by and interpreted in accordance with the laws of the State of Florida and venue for any legal proceedings will be Miami Dade County, Florida.