Terms and Conditions

All Lance Industries Holdings, LLC (“LANCE”) Purchase Orders are expressly conditioned upon these terms and conditions (these “Terms”).

1. Purchase Order. All Purchase Orders submitted by Buyer are binding agreements for the manufacture and sale of goods by LANCE to Buyer and shall be governed by these Terms. Buyer shall provide LANCE with all billing and delivery address information simultaneously with each purchase order. Buyer is solely responsible for correcting any inaccurate information provided to LANCE and maintaining the correctness of all information with LANCE. LANCE shall not be liable for any failure to make a timely delivery or purchase order approval due to a billing or delivery address error caused by the Buyer.

2. Pricing and Fees. All prices are valid for a period of thirty (30) calendar days. All invoices submitted to Buyer shall be paid by Buyer to LANCE in immediately available U.S. funds within thirty (30) calendar days of the actual shipment date, unless otherwise agreed in writing. Late payments will accrue interest at a rate of five percent (5%), or the lesser maximum rate allowed by alw, compounding monthly until paid in full. Sales tax will be identified on the Purchase Order. Sales tax exempt Buyers must provide a sales tax exemption certificate to LANCE upon issuing any Purchase Order.

3. Change Orders/Cancellation. No Purchase Order may be canceled or terminated by Buyer except with the written consent of LANCE, and LANCE’s sole discretion. If Buyer cancels or otherwise terminates a Purchase Order, Buyer shall be responsible for all costs and expenses incurred by LANCE as a result of the canceled order, plus a fixed sum of fifteen percent (15%) of the total Purchase Order price to compensate for disruption in scheduling, planned production, and other indirect costs in the form of a cancellation fee (the “Cancellation Fee”)/ Any change request by Buyer made after the Purchase Order is submitted to LANCE shall be subject to LANCE’s written approval through the Customer Change Request form, which is available on Lance’s website (www.meattumblers.com) or by contacting Customer Service. The buyer will be charged for all costs and expenses incurred by LANCE in processing any change order request. Prices on change orders are subject to LANCE’s current pricing index and may not be consistent with the prices set forth on the original Purchase Order. LANCE reserves the right to deny any change order request in its sole discretion. If LANCE denies a change order request, for whatever reason, Buyer may cancel the order by notifying LANCE in writing and paying the Cancellation Fee.

4. Availability/Changes in Goods. LANCE may, in its sole discretion, add or make changes to its inventory, including discontinuation and addition of models.

5. Shipment, Delivery, and Inspection
a. Shipment. LANCE ships on a standard lead time of three to five weeks subject, subject to changes due to availability of inventory, and LANCE’s production capacity (“Standard Lead Time”). The Standard Lead Time is not a guaranteed fulfillment date. Unless otherwise agreed in writing by the parties, LANCE shall package and ship the Goods using LANCE’s standard commercial shipping procedures. Requests to expedite or delay the Standard Lead Time may be subject to an expedited shipping fee or delayed shipping fee. Buyer is responsible for notifying LANCE of any shipping date changes prior to executing the Purchase Order. Requests to change a shipping date submitted to LANCE after a Purchase Order is accepted by LANCE may be honored at LANCE’s sole discretion. Buyer shall be solely responsible for all loading and labor costs reasonably suited for receipt of the Goods by Buyer at the point of delivery. If Buyer fails to accept delivery, for any reason, LANCE reserves the right to charge Buyer a storage fee for each day after delivery is refused until Buyer accepts delivery. LANCE reserves the right to set all storage fee rates, as permitted by applicable law.

b. Delivery. If Buyer is located in the United States, all Goods are sold “F.O.B. origin, LANCE’s factory.” If Buyer is located outside of the United States, all Goods shall be sold “EXW (Incoterms 2010) LANCE’s factory.” In either instance, title to the Goods and risk of loss shall pass to Buyer upon delivery to the carrier at LANCE’s factory. LANCE shall not be liable for any delay, loss, or damage of or to the Goods that occurs in transit. All claims for loss or damage to the Goods while in the care, custody, and/or control of a carrier shall be the responsibility of the Buyer, who shall submit any claims to that carrier. LANCE does not represent or warrant the suitability or quality of any carrier used to transport or deliver the Goods contemplated hereunder. Buyer may notify LANCE of its preferred carrier with its Purchase Order and LANCE shall make a final determination on the selected carrier.

c. Inspection. Buyer shall perform a complete inspection of the delivered Goods within five (5) business days of receipt from a carrier (“Inspection Period”). If Buyer discovers any Non-conforming Goods during the Inspection Period, Buyer may furnish written notice of such Non-conforming Goods to LANCE. If LANCE determines, in its sole discretion, that the Goods are Non-conforming, LANCE may either (i) select a qualified service provider for onsite repairs; (ii) replace the Non-conforming Goods with conforming Goods; or (iii) direct Buyer to return the Non-conforming Goods to LANCE and LANCE will refund the Price of the Non-conforming Goods, together with costs for reasonable shipping and handling. Buyer acknowledges and agrees that the remedies set forth herein are Buyer’s exclusive remedies for the delivery of Non-conforming Goods. For purposes of these Terms, “Non-conforming Goods” are exclusively defined as Goods shipped different than identified in the Purchase Order, or Goods labeled or packaged incorrectly identifying Goods not ordered by Buyer.

6. Breach of Contract Claims. BUYER MAY NOT BRING ANY ACTION ARISING OUT OF ANY CLAIMED BREACH BY LANCE OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

7. Limited Product Warranty; Disclaimer. LANCE’s products are covered by its one-year limited warranty. Copies of LANCE’s warranty are available by contacting LANCE at customerservice@lmi-mfg.com. All of LANCE’s products are sold with a copy of the warranty attached, contact LANCE immediately if you were sold a roduct without a copy of our warranty.

8. Limitation of Damages. EXCEPT FOR LANCE’S LIMITED WARRANTY NEITHER LANCE NOR ANY PERSON ON LANCE’S BEHALF HAS MADE OR MAKES FOR BUYER’S BENEFIT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY LANCE, OR ANY OTHER PERSON ON LANCE’S BEHALF.

9. Limitation of Liability. TO THE EXTENT ALLOWED BY LAW, EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR INDEMNIFICATION, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT IS LANCE OR ANY LANCE REPRESENTATIVE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (i) WHETHER THE DAMAGES WERE FORESEEABLE; (ii) WHETHER OR NOT LANCE WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; OR (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED. SHALL LANCE’S AGGREGATE LIABILITY FOR EACH CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THREE TIMES THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO LANCE UNDER THIS AGREEMENT IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000.00, WHICHEVER IS LESS.

10. Consumer Protection Laws. Some states and countries do not allow the exclusion or limitation of incidental or consequential damages or limitations on how long an implied warranty lasts; thus, the limitations or exclusions herein may not apply to you. This warranty provides the original retailer purchaser specific legal rights, and here may be other rights which vary from state to state, and internationally, including consumer rights.

11. Conflicts. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

12. Buyer Authorization. Buyer represents and warrants that it has the authority to enter into the Purchase Order and to purchase the Goods on behalf of the Buyer. Buyer further represents and warrants that the person signing the Purchase Order has the requisite authority to bind Buyer to these Terms.

13. Compliance with Law. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under these Terms or any resale of the Goods by Buyer. Buyer agrees that it will not export or re-export, either directly or indirectly, any Goods, information, or data received from LANCE to any country in contravention of said export regulations, or which, if done by LANCE, would violate the laws of the United States of America. To the extent any sale of Goods to Buyer by LANCE may require approval of the United States Government, LANCE’s obligations under these Terms are conditioned upon the grant of such approval and upon compliance by Buyer with any restrictions imposed by the United States Government in connection with such approval.

14. Waiver. No waiver by LANCE of any of the provisions herein is effective unless explicitly set forth in writing and signed by LANCE. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising herein operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15. Indemnification. Buyer shall defend, indemnify, and hold harmless LANCE and its parent(s), subsidiaries, divisions, affiliated companies and their respective directors, officers, agents, insurers, employees and representative from and against any and all claims, suits, causes of action, liabilities, losses, judgments, obligations, fines, damages, penalties, expenses, attorneys fees, settlement funds, and consequential and incidental damages, of any kind or character arising out of or in any manner relating to or attributable to Purchaser’s breach of these Terms and use or misuse of the Goods.

16. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

17. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

18. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms or the Purchase Order is governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Wisconsin. Any legal suit, action or proceeding arising out of or relating to these Terms or the Purchase Order shall be instituted in the federal or state courts seated in the State of Wisconsin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

19. Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

20. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

21. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

22. Force Majeure. LANCE shall not be liable for any damages or penalties caused by or resulting from acts or circumstances beyond the reasonable control of LANCE including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, or court injunction or order.