Purchase Order Terms

This Covers the Purchase of Product for Re-Sale by Cardenas Markets, LLC ("Cardenas")

 
  1. Each and every Cardenas Purchase Order ("PO") shall constitute an offer only and it is not a confirmation or acceptance of any prior or contemporaneous offer, proposal, or agreement. Acceptance of Cardenas' PO is expressly limited to the terms set forth therein. Cardenas shall only be bound by the terms of its PO. Acceptance of Cardenas' PO is expressly limited to its terms (including the terms herein), which may not be contradicted, added to, or varied in any way or by any manner or method. Acceptance of Cardenas' PO as written and delivered by Cardenas (including the terms herein), and any agreement formed by Cardenas' PO, may not be conditioned upon or contain any different or additional terms, whether contained in a verbal communication, an invoice, confirmation, e-mail, website, letter, or other writing, posting, conduct, course of dealing, custom, method, trade usage, or otherwise. Notice is hereby given that any terms in addition to or different from the terms of Cardenas' PO are by this notification expressly objected to and expressly rejected. Shipment or other arrangements for delivery of the product(s) identified in the PO by the Seller shall constitute an acceptance of Cardenas'  PO on its terms, as shall the execution (signing) of the PO by the Seller. The contract formed by Cardenas'  PO, if accepted, is intended as a final, complete, and exclusive statement of its terms and conditions, and cannot be varied or changed, except by a future writing signed by a duly authorized agent by all parties to the contract. No employee or representative of Cardenas, except a Corporate Officer of Cardenas, is authorized to waive, delete, change, alter, excuse or otherwise modify or waive any of these "Purchase Order Terms," and then only in a signed writing. Any attempt by any other employee or representative to do so shall be null and void.
 
  1. Time is of the essence in the contract formed by the acceptance of Cardenas' PO. If delivery of items ordered therein is not completed by the time set forth in Cardenas' PO, or within thirty (30) days, whichever is less, Cardenas reserves the right (but not the obligation), without liability, in addition to all of its other rights and remedies, to terminate such contract as to items not yet delivered, or in its entirety.
 
  1. All products shipped for delivery must be of equal or better quality than the quality of the sample(s) previously provided. All product expiration dates, code dates, and production dates must be noted on the invoice and packing slip(s). The invoice and packing slip(s) must identify the expiration date of all products shipped.
 
  1. Each case shall contain products of the same manufacture and/or expiration date.
 
  1. For deliveries to the Support Center (Ontario, CA), shipments or deliveries must adhere to Exhibit A. The driver must unload the truck, separate and palletize product, even if by hand, and attach pallet tags. All products that arrive with more than one code date, expiration date, production date, size, color, flavor, scent, case assortment, inner pack, style, formula or consistency must be listed separately. If any products are delivered with a case pack different from that which is listed on the PO, all differences must be noted at the time the delivery appointment is made. Cardenas reserves right to refuse unloading of trucks until Cardenas receives a complete and itemized packing slip for each delivery consistent with this section. Seller has full responsibility for any delays caused thereby. Cardenas is not responsible for any charges associated with shipments made without a delivery appointment or for deliveries made other than at the scheduled date or pursuant to Exhibit A.
 
  1. For deliveries to any specific Cardenas store location(s), shipments or deliveries must adhere to pre-determined and mutually agreed upon terms including, but not limited to, orders, units and delivery windows, subject to the relevant Cardenas store location’s receiving hours. Deliveries should not be made to specific Cardenas store locations without prior approval and confirmation details by Cardenas. Cardenas is not responsible for any charges associated with shipments made without a delivery confirmation details or for deliveries made other than at the scheduled date.
 
  1. If Cardenas does not receive all of the product ordered under the PO within the specified date, Cardenas has the option but not the obligation to cancel all or any part of the PO and/or return to Seller at Seller' s expense, or make available for pick-up by Seller at Seller' s expense, all or any part of the product identified in the PO. If any of the conditions of the PO are not complied with, Cardenas has the option, in addition to any other remedies, to cancel all or any other parts thereof and to return or make available for pickup all or any part thereof at Seller's full expense.
 
  1. Any and all product sent in excess of those ordered by Cardenas in its PO may be retained or, at Cardenas' option, returned by Cardenas to Seller at Seller' s expense, or made available for pick-up by Seller at Seller' s expense.
 
  1. Cardenas reserves the right to deduct excess transportation charges incorrectly calculated by the Seller.
 
  1. Seller shall bear the risk of loss (and time periods for payment terms do not commence) until and unless shipment is received in full and in equal or better condition than the sample at Cardenas' warehouse.
 
  1. Seller is responsible for the payment of transportation charges regardless of whether or where "FOB" is identified in Cardenas' PO or in any other document, unless expressly stated otherwise in the PO.
 
  1. Terms are based upon receipt of product or invoice date whichever is later.
 
  1. By accepting Cardenas' PO and by shipping the products identified in its PO, Seller hereby represents and warrants that the products to be furnished hereunder are and will be: (1) in conformity with all required rules, laws, and regulations, (2) produced, labeled, and identified in compliance with all applicable federal, state, and local laws, rules, and regulations including, without limitation, all applicable rules and requirements of the Consumer Products Safety Commission (CPSC), Environmental Protection Agency (EPA), Food & Drug Administration (FDA), California Air Resources Board (CARB), the departments of Weights & Measures, and California' s Proposition 65, (3) free from any and all liens, rights, or claims of any other third parties, with clear title passing to Cardenas at the time of delivery, (4) safe, defect free, and fit for their stated and intended purpose, and (5) not infringing on any patent, trademark, copyright, or other proprietary rights of any third party. Failure to adhere to this Section shall be a material breach of this Purchase Order Terms, and Seller shall be responsible for indemnifying Cardenas pursuant to Section 14.
 
  1. Seller hereby agrees to indemnify and defend (with counsel to be selected by Cardenas in Cardenas' sole and absolute discretion) and hold Cardenas harmless, at Seller' s sole cost and expense, from and against any and all claims, liens, causes of action, losses, liabilities, damages, costs, and expenses, including attorney' s fees, if any claim or action is made or brought or any assertion is made that alleges a breach of, noncompliance with, or variance from any of the terms, representations, or warranties of the PO or the terms contained herein, as well as in the case of any other claim or action against Cardenas asserting that the product (including product packaging and labeling) purchased under the PO is defective, harmful, dangerous, not compliant with law, mislabeled or not appropriately or fully labeled, infringing on the intellectual property rights of another, not compliant with California' s Proposition 65, not compliant with all Weights and Measures, EPA, California Air Resources Board, FDA, CPSC, or any other laws or regulations, or otherwise giving rise to or resulting in a legal or equitable suit, action, or other claim or right against Cardenas, including but not limited to claims for injuries or death to persons or damage to property.
 
  1. The contract to be formed by the acceptance of Cardenas' PO shall be governed by the County of San Bernardino, California, regardless of any claims to conflicts of law principles. Any action arising out of or relating to such contract or PO shall be commenced and maintained in the State of California, in the venue of the County of San Bernardino.
 
  1. Seller represents that all items purchased are sold at a price not less favorable than currently offered to any other purchaser.
 
  1. All products are subject to inspection and approval by Cardenas.
 
  1. Seller warrants that all products sold or shipped pursuant to Cardenas' PO are not subject to any recall (voluntary or involuntary), product liability claim, or other such matter. Failure to comply with this Section subjects Seller to Section 14.
 
  1. All products with pre-prices, cents off, free sample, or any pricing information must be identified on the PO.
 
  1. All pallets shipped with product are included in the price of the product and become the property of Cardenas.
 
  1. Cardenas has the right to advertise any product associated with the PO unless noted therein to the contrary on the PO, and Seller warrants that Cardenas has the right and authorization to advertise any such product.
 
  1. "Freight Prepaid" as used in Cardenas' PO means that Seller agrees to pay all costs associated with any shipment and/or delivery and that Cardenas is in no way responsible for any payment or reimbursement of such costs, unless expressly stated otherwise.
 
  1. The price and quantity set forth in Cardenas' PO are confidential. No such information may be used by Seller for any reason except that which is absolutely necessary for processing the shipment and payment of the order. Confidentiality also applies to the existence of the PO and its terms. Seller warrants that it will not convey or allow to be conveyed any information regarding the PO, including, but not limited to, items purchased, quantity, price, profit, and terms. None of these matters may be disclosed by Seller either publicly or to any third party, nor to any non-essential person working for Seller.
 
  1. Wherever the term Cardenas is used herein, it shall, at Cardenas option, apply to Cardenas or Cardenas' assigns, delegates or subsidiaries.
  2. Any and all taxes, duties, tariffs, surcharges, levies, deposits (including California Redemption Value), fees and any other such charges are included in the product purchase price unless indicated therein to the contrary on Cardenas' PO.
 
  1. If an account is to be factored, Cardenas must be notified by Seller before acceptance of Cardenas' PO, and Cardenas reserves the right to remit payment either to Seller or to Seller' s factor, at Cardenas' election.
 
  1. Seller agrees, at its sole cost and expense, to obtain and maintain insurance relative to any item(s) sold to Cardenas under the PO, naming Cardenas as an additional insured with respect to the products(s) subject to the PO. Cardenas shall not be required to remit payment until such proof of insurance is supplied. No discount period shall begin to run, no penalty or delinquency period shall begin to run, and the time after which any late fee or other delinquency fee may be imposed shall not begin to run until Seller delivers to Cardenas such proof of adequate insurance. If such proof of adequate insurance is not provided, Cardenas may, at its option, either (a) retain the product and take a 10% discount on the amount of its PO, or (b) advise the Seller that the products are available for pick-up at Cardenas warehouse(s) and or retail store(s), at Seller's expense, and with a 5% handling charge due from Seller to Cardenas. Seller agrees to obtain and maintain the following:
 
  1. Commercial General Liability insurance including Errors and Omission with coverage limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) in the aggregate. Should the GL policy contain an exclusion for professional liability such coverage shall be provided for separately with limits of not less than one million dollars ($1,000,000) with a retroactive date that predates this PO.

  2. Workers Compensation and Employer’s Liability insurance of at least $1,000,000.00 including Waiver of Subrogation in favor of Cardenas for Workers Compensation and Alternate Employer Endorsement for Employer Liability insurance.

  3. Commercial Auto Liability insurance with limits of not less than one million dollars ($1,000,000) covering at a minimum owned, hired and non-owned automobiles.

  4. Umbrella coverage of at least three million dollars ($3,000,000.00) such coverage shall include the above required policies in the schedule of underlying policies with the exception of any standalone professional liability policy.

  5. Commercial Crime coverage in the amount of not less than one million dollars ($1,000,000) including but not limited to employee dishonesty and theft.

  6. Employment Practices Liability coverage in the amount of not less than one million dollars ($1,000,000) with a retroactive date that predates this PO.

  7. Certificates of Insurance: Seller shall provide Cardenas with certificates of insurance evidencing the above coverages. As it relates to (A)-(C), above, policies shall be endorsed to provide Cardenas not less than thirty (30) days prior written notice of any cancellation. The policies required in (A)-(C), above, shall be endorsed to name Cardenas, its parent, and any subsidiaries, related and affiliated companies of each, and the officers, directors, shareholders, employees, agents and assigns of each as additional insured such coverage grant shall be written on a primary and non-contributory basis. If the insurance policies described in the certificates are canceled or reduced for any reason, Seller agrees to procure new policies and provide Cardenas with new certificates within ten (10) days or Cardenas shall have the right to immediately terminate this PO. All insurance shall be with companies and on forms acceptable to Cardenas. Additionally, all insurance shall be written by companies with an AM BEST’s Guide rating of A- or better. Cardenas’ failure to request, review or object to the terms of such certificates or insurance shall not be deemed a waiver of Seller’s obligations or the rights of Cardenas. The minimum limits of the insurance required in this Section 27 shall in no way limit or diminish Seller’s liability under other provisions of this PO. Waiver of Subrogation: Any and all insurance requirements as required in (A)-(C), above, shall include a clause or endorsement containing a waiver of subrogation in favor of Cardenas. Any insurance maintained by Cardenas is for the exclusive benefit of Cardenas and no other entity.
 
  1. It is Cardenas policy not to purchase products manufactured using exploitive or unfair labor practices, such as forced labor, abusive labor practices, or child labor. Neither will Cardenas buy product made as a result of any practices that are illegal in the place at which the products being offered are manufactured or distributed. By signing or shipping under Cardenas' PO, Seller attests to the fact that after a diligent inquiry, Seller has ascertained that no product that is the subject matter of this Purchase Order has been manufactured or distributed using any such forced, involuntary, exploitive, or unfair labor practices.
 
  1. Neither party shall have any right to assign this PO or any benefits arising from this PO without prior written consent of the other and, unless otherwise agreed upon in writing, the rights of any assignee shall be subject to all set-offs, counterclaims, and other comparable rights arising hereunder. Supplier shall not, except in the case of raw materials, or standard commercial goods, or except as otherwise agreed in writing by Cardenas, delegate or subcontract the work on any item of material or service to be delivered or performed under this PO.
 
  1. All terms set forth herein are incorporated by referenced into each and every PO issued by Cardenas.
  EXHIBIT A Online Delivery Appointment Process   All shipments should be scheduled online. This will require you to register and create a login & password while scheduling your next shipment to the Ontario, CA Distribution Centers.  To get started, please click on this link https://opendock.com/ (registration is free). Select the Department of your shipment from the drop-down menu, then select the “Load Type” with number of pallets. Click the date of your shipment appointment on the calendar and select the arrival time. Enter the credential provided by Cardenas. Be sure to enter the PO Number before finalizing your appointment. After you have scheduled your first delivery through our online scheduler, you will only be required to login and provide the PO Number going forward.  You will receive an email confirmation of your scheduled appointment  

Instructions:  
Step 1: Go to https://opendock.com/
Step 2: Select the “Carrier Login” option and fill out your information OR “Register” if you have already registered
Step 2: Click on “Find Warehouse” enter Cardenas Market Ontario
Step 3: Select the Department of your shipment from the drop down menu
Step 4: Select the Load Type with number of pallets
Step 5: Select the date of the shipment on the calendar
Step 6: Select the arrival time on the right
Step 7: Select the “Carrier Login” option and fill out your information OR “Register” if you have already registered
Step 8: Enter the PO Number and click on the Finalize Appointment Button

  All “No Show,” “Late Arrival” and “Unscheduled” trucks will be subject to a fee which will be administered onsite at Cardenas’ Distribution Center. For reference, “No Shows” will be identified as any truck that does not arrive to their confirmed, scheduled appointment. “Late Arrivals” will be identified as any truck that arrives two (2) hours after the confirmed, scheduled appointment. “Unscheduled” will be identified as any truck that arrives at the Distribution Center without a confirmed, scheduled appointment.  

Compliance Fee:
1) “Late Arrival” trucks will be assessed at $100.00 per occurrence.
2) “Unscheduled” trucks will be assessed at $150.00 per occurrence.
3) “Not ready by check in” trucks will be assessed for $100.00 per occurrence.

  These fees will be collected at the time the truck checks-in with the receiver and prior to being backed into the dock for unloading. There will be no exceptions to this rule; trucks that are identified as being in violation of our policy will be required to pay the fee onsite prior to unloading.  

Method of Payment: The receiver will issue the invoice at the receiving time and driver should pay with cashier's check only. No cash or personal check will be allowed.