Terms and Conditions





  1. AGREEMENT: All sales of Goods (as defined below) by Peterson Farms, Inc., or one of its brands or affiliates, including, without limitation, Peterson Farms Fresh, LLC, Fresh Innovations of California, LLC, and Lakewood Organics, LLC (collectively, the “Seller”) shall be governed by these terms and conditions of sale (the “Terms”). The entire agreement between Seller and the buyer identified on any purchase order (such person or entity, together with its affiliates and subsidiaries, the “Buyer”) with respect to the sale of finished goods described in the order (“Goods”) shall consist only of (a) these Terms and (b) a description of the Goods being purchased (quantity, description, etc.), payment terms and the requested delivery date, location, transportation and logistics information set forth in the purchase order submitted by the Buyer with respect to the Goods (the “Order”). Buyer understands and agrees that the Order shall not contain any terms, conditions or provisions that conflict, directly or indirectly, with these Terms and the Order is intended solely to confirm the Goods being purchased and the delivery information. In the event of any conflict between these Terms and the Order, these Terms shall control. Seller objects to and shall not be bound by any additional or different terms in any subsequent communication from Buyer to Seller.


  1. ORDER ACCEPTANCE. No Order shall be binding on Seller unless and until Seller accepts such Order in writing or by affirmative electronic communication specifically accepting such Order. Notwithstanding any contrary provision in Buyer’s purchase order, no action by Seller, including delivery of Goods or the commencement of work on Goods to be processed for Buyer, will be deemed an acceptance by Seller of any Order.


  1. PRICE: Prices are in U.S. Dollars and are subject to change. If a supplier raises its prices or imposes a surcharge on Seller, Seller reserves the right to increase prices or institute surcharges on the Goods, and Buyer agrees to accept such increases or surcharges until the termination of such price increase or surcharge or until the termination of the Order. Prices are F.O.B. Seller’s shipping point. Unless otherwise provided in the Order affirmatively accepted by Seller, prices of Goods are exclusive of freight costs and any applicable sales, use or other taxes or duties, all of which shall be paid by Buyer.


  1. PAYMENT TERMS: Unless otherwise provided in the Order affirmatively accepted by Seller, all amounts due to Seller will be paid by Buyer within thirty (30) days of the date of Seller’s receipt and acceptance of the Products. Notwithstanding the foregoing, (a) with respect to all purchases of Products that are perishable agricultural commodities pursuant to the Perishable Agricultural Commodities Act of 1930 (7 U.S.C. 499e(C)), payments must be made within thirty (30) days following Buyer’s receipt and acceptance of the Products and (b) with respect to any purchases or orders of Products made online from Lakewood Organics, LLC or any other Seller through its website available to consumers, payment must be made in full at the time of the placement of the Order. Payments shall be made to Seller without any offset or deduction for any reason, and Buyer specially waives all rights of offset and deduction. When any payment is not paid on or before its due date, Buyer agrees to pay a late charge on the sum outstanding, from the due date for receipt of payment to the actual date of receipt of payment, at a rate of 1.5% per month on the unpaid balance. If a payment is not paid on or before its due date, Buyer agrees that Seller may also cease performance under any and all of Buyer’s Orders whether or not related to the late payment. Buyer agrees to reimburse Seller for all costs (including, without limitation, attorneys’ fees and court costs), incurred in the collection amounts owed to Seller. Whenever, in the judgment of Seller, the financial condition of the Buyer does not justify the continuation of production or shipment on the specified terms of payment, Seller may require full or partial payment in advance.


  1. DELIVERY: Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer, and all shipments are subject to Seller’s production schedule. Buyer shall thoroughly inspect all Goods immediately upon delivery. Buyer must provide Seller with written notice of any damage, loss, shortage or nonconformity of the Goods within five (5) business days after Buyer’s receipt of Goods. If Buyer fails to give such notice, Buyer shall be deemed to have accepted the Goods and Buyer shall pay for the Goods in accordance with these Terms. Buyer expressly waives any rights Buyer may have to revoke acceptance after such five (5) business day period. Seller will not be liable for any delay in delivery of Goods when the delay is caused directly or indirectly by fire, flood, frost, disease, accident, riot, acts of God, war, terrorism, governmental interference, strikes or other labor difficulties, shortage of labor, fuel, power, raw materials or supplies, transportation delays, or any other cause or causes whatsoever beyond its control. In the event of any reschedule of delivery of Goods by Buyer for a period of more than two weeks, inventory carrying charges will be assessed at a reasonable rate until such Goods are shipped. Each installment of Goods to be delivered pursuant to the Order is to be considered as a separate sale, and Buyer shall be liable to pay the agreed price for each such installment without regard to any failure to deliver other installments or any right to offset against such installments. Seller’s breach or default in the delivery of any installment shall not give Buyer the right to refuse to receive any other installments.


  1. SHIPPING; RISK OF LOSS: Buyer assumes all risk of loss of Goods upon delivery of Goods by Seller to a carrier. Seller shall not be obligated to obtain insurance or to prepay transportation costs. Buyer agrees to pay all loading, unloading, and other charges incidental to transportation. Seller will use commercially reasonable efforts to follow Buyer’s shipping instructions, but Seller may make commercially reasonable changes to such instructions. Breach of the Order or these Terms shall have no effect upon this provision controlling the risk of loss.


  1. CHANGES: Changes in the Order may be made only if Buyer submits written instructions for such changes and an authorized agent of Seller accepts those changes in writing. If any such approved changes increase Seller’s costs in Seller’s reasonable judgment, Seller may condition approval of any such change on agreement by Buyer to a price increase to recoup such cost increase, plus reasonable return.


  1. CANCELLATION: No Order may be terminated, cancelled, or modified (in whole or in part) except with Seller’s prior written consent. In the event of any termination or cancellation of all or part of the Order by Buyer in accordance with these Terms, Buyer agrees to pay Seller for all reasonable and allocable materials, management, labor, overhead, and general and administrative costs and expenses incurred as a result of any such termination or cancellation, plus a reasonable profit. In the event of any termination or cancellation, inventory carrying charges will be assessed at a reasonable rate on the value of such inventory until the relevant inventory is disposed of.


  1. LIMITED WARRANTY: Seller warrants to Buyer that, at the time physical possession of the Goods passes to Buyer or when title of the Goods passes to Buyer (whichever is earlier): (a) the Goods shall materially correspond with description of the Goods set forth in the Order; and (b) the Goods that consist of food products will not be adulterated or misbranded within the meaning of the Food, Drug and Cosmetic Act, as amended, and shall be in material compliance with all other applicable laws and regulations the Seller has knowledge either independently or by specific directive from Buyer. EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED BY SELLER AND WAIVED BY BUYER. Seller’s warranty coverage does not include Goods (x) subjected to misuse, abuse, neglect, damage, accident or improper storage, (y) which have been altered by anyone other than Seller or its authorized representative or (z) for which Buyer does not comply with the directions or instructions provided by Seller with respect to the product (including storage, handling, etc.). No employee or representative of Seller has authority to bind Seller to any representation, affirmation or warranty not specifically included herein.


  1. REMEDIES: Seller’s sole obligation under the foregoing warranties shall be limited to, at Seller’s exclusive option, replacing defective Goods or refunding the purchase price paid for such Goods, and Buyer’s exclusive remedy for breach of any of such warranties will be enforcement of such obligation of Seller. In the event Buyer claims Seller has breached any of its obligations under the Order or these Terms, whether of warranty or otherwise, Seller reserves the right to inspect any claimed defect to determine if Seller has any obligations hereunder, and Seller may request the return of the Goods (or a sample of the defective Goods or test results) to Seller at Buyer’s expense. No Goods may be returned without Seller’s prior written consent. In the event Buyer claims Seller has breached any of its obligations under the Order or these Terms and Seller has not delivered any Goods to Buyer, Seller may tender to Buyer the purchase price previously paid by Buyer, and, in such event, Seller shall have no further obligation under the Order except to refund such purchase price previously paid by Buyer. The remedies contained in this Section shall constitute the sole recourse of Buyer against Seller for breach of any of Seller’s obligations under the Order and these Terms. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL SELLER’S LIABILITY ON ANY CLAIM FOR DAMAGES ARISING OUT OF OR CONNECTED WITH THE ORDER OR THE MANUFACTURE, SALE, DELIVERY, OR USE OF THE GOODS EXCEED THE PURCHASE PRICE OF THE GOODS PREVIOUSLY PAID UNDER THE APPLICABLE ORDER.


  1. LAWS AND REGULATIONS; RECALL: In connection with the Goods, Buyer shall comply with all applicable federal, state, and local laws, statutes and ordinances. If Buyer is directed to assist in any suspension of supply or recall of Goods for any reason by Seller or any governmental authority, Buyer must cooperate and comply with all such reasonable directions to ensure the most effective response to the suspension or recall. The cost and expense of such suspension or recall will be borne by (a) Seller to the extent the costs and expenses are the result of Seller’s negligent acts or omissions; and (b) Buyer to the extent the costs and expenses are the result of negligent acts or omissions of Buyer, its directors, officers, employees, or contractors.


  1. GOVERNING LAW; VENUE: The Order and these Terms shall be governed by and interpreted in accordance with the laws of the State of Michigan, exclusive of any conflict of laws principles. Any and all actions concerning any dispute relating to the supply of Goods shall be filed and maintained in the Circuit Court of Oceana County, Michigan or the federal District Court for the Western District of Michigan. Buyer and Seller specifically consent and submit to the exclusive jurisdiction and venue of such state or federal court, and irrevocably waive any objections either may have based on improper venue or forum non conveniens to the conducting of any proceeding in any such court.


  1. MISCELLANEOUS: The Order and these Terms, constitute the entire agreement of the parties with respect to the matters covered thereby, and supersede all prior oral and written agreements or understandings relating to the subject matter hereof, including Buyer’s quotations, proposals, acknowledgments and other documents. No course of dealing, course of performance, usage of trade or other agreement or understanding that purports to amend, add to, omit or waive Terms shall be binding unless made in writing and signed by Seller. The failure of either party to insist on performance of any provision of the Order or these Terms shall not be construed as a waiver of that provision in any later instances. The Order shall be for the benefit of Seller and Buyer and not for the benefit of any other person or entity. Seller shall be permitted to amend these Terms from time-to-time upon notice to Buyer at the last known contact information available to Seller (including via email).



December 2023