Purchase Order
Terms & Conditions

Purchase Order Terms & Conditions

The following terms and conditions (these “Purchase Terms”) shall apply when HV Randall Foods, LLC, and/or any of its affiliates or subsidiaries (“Randall”), is purchasing goods (“Goods”) from a Seller (“Seller”) pursuant to a Purchase Order (“Order”) issued by Randall to the Seller.


1.1 Seller Terms Excluded. Acceptance of any Order by Seller is limited to acceptance of the express Purchase Terms herein. Any general terms and conditions of Seller are hereby expressly rejected by Randall and excluded. Notwithstanding any language contained in any document of Seller stating the language of such document, or any other document referenced therein supersedes any other language, Seller specifically acknowledges and agrees these Purchase Terms control. Any proposal, confirmation, or any other writing of whatever kind inconsistent with or in addition to the terms of the Order and these Purchase Terms shall not be binding upon Randall even if otherwise acknowledged or accepted.

1.2 Order of Precedence. If a provision in an Order directly conflicts with a provision in these Purchase Terms, the provision in these Purchase Terms will prevail unless the provision of the Order specifies characteristics, quantities, prices, delivery times, or other similar commercial terms for Goods or Services to be provided under that Order. These Purchase Terms shall not apply to the extent they (i) conflict with an applicable master agreement between Seller and Randall or (ii) contain less favorable terms for Randall as compared to terms in the applicable Order.

1.3 Acceptance. An Order shall be deemed accepted by Seller upon the earliest of (i) Seller issuing an electronic or written confirmation of the Order, or (ii) Seller’s commencement of work on the Goods subject to the applicable Order.


2.1 Price. The price of the Goods shall be as stated in the Order and unless otherwise agreed in writing by Randall shall be F.O.B. delivered and inclusive of all other charges including but not limited to customs, duties, all sales, use, excise and property taxes, shipping, packaging, boxing, crating, labeling, storage, insurance and any other similar charges. In the event a price is not contained in an Order, Randall’s agent must be notified of the price and its written acceptance obtained before Seller accepts such Order. No additional costs, fees, surcharges or expenses of any kind shall be added to the Order without the advance written consent of Randall.

2.2 Price Warranty. Seller warrants that the prices for the Goods sold to Randall under any Order are as favorable as those currently offered to Seller’s customers for the same or similar Goods in similar quantities and type in compliance with all pricing laws and regulations.

2.3 Invoices. Seller shall present Randall with an invoice for the amounts due and owing pursuant to the Order and Randall will pay all undisputed amounts on each invoice within the time period set forth in the applicable Order. Each invoice shall be in a form reasonably acceptable to Randall. Randall shall have no obligation to pay any amounts that Seller fails to invoice to Randall within 120 days after the amounts were incurred. Except as required by applicable laws, Randall shall not be required to pay any late charge, surcharge, interest, finance charge or similar charge. Payment shall be issued on Net 30 terms unless otherwise specified on the face of the Order.

2.4 Setoff. Randall shall have the right to deduct or set-off amounts owed by Seller or any of Seller’s affiliates to Randall against amounts payable under any Order, including, but not limited to, claims for damages, indemnification liens, or other liabilities. Provided, further, Randall may withhold payment of any invoiced amounts that it disputes in good faith and the parties shall work in good faith to resolve any such billing disputes. Any such billing disputes shall not be cause for Seller’s non-delivery of Goods under this Purchase Order


3.1 Delivery. Seller shall deliver the Goods in the quantities, on the dates, and to the places specified in the applicable Order and all Goods shall be properly packed, sealed and secured in such manner as to reach their destination in good condition. Time shall be of the essence.

3.2 Late Delivery. If the Goods are not adequately delivered on the due date, in addition to its other rights and remedies, Randall may (i) terminate the Order in whole or in part without liability by notice effective when received by Seller as to Goods not yet delivered, (ii) refuse to accept any subsequent delivery of the Goods which Seller attempts to make, (iii) recover from Seller any expenditure reasonably incurred by Randall in obtaining the Goods in substitution from another provider, and/or (iv) claim damages for any additional costs, losses or expenses incurred by Randall which are in any way attributable to Seller’s failure to adequately deliver the Goods on the due date.

3.3 Expedited Shipment. If, in order to comply with Randall’s required delivery date, it becomes necessary for Seller to ship by a more expensive way than specified in the applicable Order, any resulting increased transportation costs shall be paid by Seller unless the necessity for such rerouting or expedited handling has been approved by Randall in a signed writing.

3.4 Title and Risk of Loss. Title to and risk of loss of the Goods, including but not limited to any shipping and transit costs, will pass to Randall upon the delivery of the Goods to Randall, provided that in the event the Goods are Non-Conforming Goods as defined herein, title to and risk of loss of such Non-Conforming Goods shall remain at all times with Seller unless Randall agrees in writing to accept such Non-Conforming Goods. If a shipment is not accompanied by a bill of lading, packing slip or similar delivery document, Randall’s count and/or weight will be conclusive.

3.5 Title. Seller represents and warrants to Randall that the title conveyed on all Goods produced pursuant to any Order will be good and marketable, its transfer rightful, and the Goods will be delivered free from any security interest or other lien or encumbrance (including any statutory or common law lien).

3.6 Inspection-Testing. Randall shall have the right, but not the obligation, to inspect and/or test Goods purchased under any Order and reject, in whole or in part, any or all of the Goods contained therein. Nothing contained in any Order or any confirmation or related documents sent by Seller shall relieve Seller from the obligations of testing, inspection, and quality control.

3.7 Warranty. Seller expressly warrants and represents to Randall, its successors, assigns, customers, and users of Randall’s products, that all Goods furnished under any Order shall (i) conform in all respects to all samples, specifications and appropriate standards, (ii) meet all performance specifications or guarantees provided either orally or in writing to Randall, (iii) be new, and free from defects in materials or workmanship, (iv) conform to any statements made on the containers, labels, and/or advertisements, (v) be properly contained, packaged, marked, and labeled, (vi) not infringe or misappropriate any patents, copyrights, trademarks, trade names, trade secrets or other intellectual property rights, and (vii) be merchantable, safe and appropriate for the purpose(s) for which Goods of that kind are normally used. Inspection, test, acceptance or use of the Goods furnished under any Order shall not affect Seller’s obligation under this warranty, and all warranties shall survive inspection, test, acceptance and use.

3.8 Non-Conforming Goods. Any Goods that are defective, damaged, or fail to conform to (i) the requirements of these Purchase Terms, (ii) the requirements of any applicable Order, (iii) the specifications supplied by Randall to Seller, or (iv) applicable industry or legal fitness and safety standards (“Non-Conforming Goods”).

3.9 Rights with Respect to Non-Conforming Goods. In addition to its other rights and remedies, Randall reserves the right to (i) cancel or terminate for cause any Order, in whole or in part, which contains Non-Conforming Goods or (ii) require Seller to replace or promptly repair defects of any Non-Conforming Goods without expense to Randall. Seller shall be liable for all charges, expenses, field corrections, withdraws, recalls, repurchases, or commissions incurred in the inspection, receipt, transportation, care custody and disposal of the Non-Conforming Goods. If Seller fails to repair defects in or replace any Non-Conforming Goods, Randall may make such repairs or replace such Goods and charge Seller any cost incurred. For Non-Conforming Goods whose defect or non-conformity is not apparent on examination, Randall reserves the right to require correction or replacement as well as payment of damages.

3.10 Information Regarding Non-Conforming Goods. Seller will promptly furnish to Randall all information and copies of all documents (including any complaints, inquiries, test or inspection results, internal reviews, warnings, declarations or notices) that Seller receives which suggest or indicate that any Goods, including but not limited to any ingredient, material, and/or any packaging or supplies used in connection with any Goods, may be Non-Conforming Goods.

3.11 Food Product Guarantee. Seller represents, warrants and guarantees that Goods which are food related products, including the contents, packaging, and labeling, sold to, constituting or being a part of any shipment or other delivery now or hereafter made by Seller to or on the order of Randall, and their manufacture, branding and sale, will at the time of such shipment or delivery:

(a) comply with the Federal Food, Drug and Cosmetic Act of June 25, 1938, as amended (the “FFDCA”), including the Food Additives Amendment of 1958 and the Food Allergen Labeling and Consumer Protection Act of 2004; the Federal Meat Inspection Act, as amended; the Poultry Products Inspection Act, as amended; the Federal Insecticide, Fungicide, and Rodenticide Act; the Fair Packaging and Labeling Act; the Poison Prevention Packaging Act of 1970, (collectively, and as applicable, the “Acts”); the HACCP food safety systems requirements of the USDA/FSIS; the provisions of the Public Health Security and Bioterrorism Preparedness and Response Act of 2002; the registration requirements of the Food Safety Modernization Act (FSMA); the country-of-origin labeling provisions of the Farm Security and Rural Investment Act of 2002 as amended; and any applicable state food and drug law, the adulteration and misbranding provisions of which are (i) identical with or substantially the same as those found in the Acts, and (ii) are not preempted by the Acts or federal law;

(b) be manufactured in accordance with current good manufacturing practices and any specifications for the Goods to be delivered under these Purchase Terms or any Order and, where applicable, fit for human consumption; and

(c) not be articles which may not, under the provisions of Section 404 or 505 of the FFDCA, be introduced into interstate commerce. Seller further represents and warrants that all color additives that Seller sells or delivers to Randall will be manufactured by Seller and (where color additive regulations require certification) will be from batches certified in accordance with the applicable regulations issued under the FFDCA.

3.12 Banned Substances. Seller warrants that no banned substances and no controlled substances over specific concentration thresholds, including but not limited to PFAS, BPAs, BHAs, BHTs, and PFOAs, are used or will be used in the manufacture, processing or packaging of the Goods supplied to Randall under these Purchase Terms. If any reportable substance is used in a manufacturing process or as an ingredient in any part, sourced product, accessory, or packaging (even if the substance is not present in the final form) then the details of the substance’s use must be reported to Randall. Upon request, Seller shall provide to Randall certificates of compliance certifying that the products, packaging and/or packaging material for the Goods provided under these Purchase Terms are in compliance with the requirements set forth above. Seller shall provide updates on usage to Randall on a per change basis.



5.1 Termination for Convenience. Randall reserves the right to terminate any Order for convenience, in whole or in part, at any time. Upon notification by Randall, Seller shall immediately stop all work and shall immediately cause any of its suppliers and/or subcontractors to cease such work. Seller shall be paid a reasonable termination charge as determined by Randall, which shall include the reasonable actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, or for any costs incurred by Seller’s suppliers and/or subcontractors which Seller reasonably could have avoided.

5.2 Termination for Cause. Randall may terminate any Order, in whole or in part, in the event of (i) any default by Seller, (ii) Seller’s failure to comply with these Purchase Terms, or (iii) Seller’s failure to comply with any specific terms and conditions contained in an applicable Order. Late deliveries, deliveries of Non-Conforming Goods, and/or failure to provide Randall, upon request, reasonable assurances of future performance, shall all be bases for Randall’s right to termination for cause. In the event Randall terminates an Order for cause, Randall shall not be liable to Seller for any amount, and Seller shall be liable to Randall for any and all damages sustained by reason of Seller’s default which gave rise to the termination.

5.3 Termination for Financial Insecurity. Randall may terminate any Order, in whole or in part, as of the date specified in a termination notice if Seller (i) files for bankruptcy, (ii) becomes or is declared insolvent, (iii) is the subject of any proceeding(s) (not dismissed within 30 days) related to its liquidation, insolvency or the appointment of a receiver or similar officer for Seller, (iv) makes an assignment for the benefit of all or substantially all of its creditors, (v) takes any corporate action for its winding-up, dissolution, or administration, (vi) enters into an agreement for the extension or readjustment of substantially all of its obligations, or (vii) makes any material misstatement as to its financial condition.

Seller shall defend, indemnify and hold harmless Randall, including its parents, subsidiaries, sisters and other affiliated companies and each of their respective directors, officers, employees, and agents from and against any and all claims, demands, actions, losses, damages, penalties, liabilities, costs, obligations, and expenses (including reasonable attorneys’, experts’ and legal fees) arising out of or resulting in any way from any act or omission of Seller (its agents, employees or subcontractors, in whole or in part) in performing work in connection with any Order, including but not limited to (i) Seller’s breach of these Purchase Terms and/or any Order, (ii) the actual or alleged infringement or misappropriation of any patent, copyright, trademark, trade name, service mark, trade secret, or other intellectual property right, (iii) violation of any law or regulation of Seller, (iv) any claim that the Goods are defective, and (v) any claim that Randall has or had a duty to warn a third party with respect to the Goods; provided that Randall gives Seller prompt written notice of any such claim once it has actual knowledge thereof and no settlement or compromise that imposes any liability or obligation on Randall shall be made without Randall’s prior written consent. Notwithstanding the foregoing, Randall shall have the right, but not the obligation, to assume and control the defense and/or settlement of such claim, and Seller shall cooperate in the defense of any such claim and provide such assistance and information as is reasonably necessary for defense of such claim. This indemnity shall be in addition to the warranty obligations of Seller.


7.1 General. Seller shall procure and maintain, at its own expense, such public liability insurance, including product liability, contractual liability, completed operations, contractor’s liability and protective liability, automotive liability insurance (including non-owned automotive liability), workers’ compensation and employer’s liability insurance with an insurance company acceptable to Randall that will adequately protect Randall against damages, liabilities, claims, losses and expenses. All insurance coverage provided to Randall by Seller pursuant to these Purchase Terms shall name Randall Foods, Inc. and its majority owned subsidiaries as an “additional insured” and be primary insurance with respect to Seller’s obligations, shall include a waiver of subrogation, and shall not be or be considered to be contributing insurance with any of Randall’s policies of insurance. Seller agrees to submit certificates of insurance evidencing its insurance coverage when requested by Randall. Notwithstanding the foregoing, in no event shall Seller’s insurance required in accordance with this Section 7 have respective limits of less than the following:

Type of Coverage

Worker’s Compensation

Employer’s Liability

Motor Vehicle (covering leased, Owned and non-owned vehicle) General Liability (including completed operations coverage, products liability coverage, broad form of property damage and blanket contractual liability coverage endorsed to cover Seller’s contractual liability assumed under these Purchase Terms)

Limits of Liability

Statutory Limits $1,000,000 per occurrence $1,000,000 of primary and/or umbrella/excess coverage per occurrence for bodily injury and/or property damage $1,000,000 of primary and/or umbrella/excess coverage per occurrence for bodily injury and/or property damage 7.2 Material Changes. If there is a material change in or cancellation of the insurance required by these Purchase Terms or any Order, then Seller shall provide Randall with at least thirty (30) days prior written notice.


8.1 Supplier Code of Conduct. Seller represents and warrants that it has read and that it will comply with the principles, expectations and requirements stated in the Randall Supplier Code of Conduct (PDF). Randall shall have the right to request and review all relevant records of Seller to ensure compliance with the terms of this provision. Seller acknowledges and agrees that Randall retains the right to decline future business opportunities or to end existing business relationships, including the transactions represented in any Order, if Seller does not comply with the Randall Supplier Code of Conduct, the additional requirements of this Section 8, or with laws applicable to Seller’s business operations.

8.2 Anti-Corruption Laws. Seller and its affiliates (including each of Seller’s respective officers, directors, employees, agents, representatives, or other persons acting on Seller’s behalf) have complied with, and at all times during the period of this Agreement shall be in compliance with, all applicable anti-corruption laws. Randall shall have the right to request and review all relevant records of Seller to ensure compliance with the terms of this provision. Seller acknowledges and agrees that Randall retains the right to decline future business opportunities or to end existing business relationships, including the transactions represented in any Order, if Seller does not comply with the terms of this Section 8.2.


Neither party shall be liable to the other for its failure to comply with the terms of an Order if such failure shall have been caused by any unforeseeable incident beyond the control of the non-performing party, including but not limited to fire, labor dispute, strike, war, insurrection, governmental restriction, or act of God, provided that it shall be the responsibility of each party to take all reasonable measures to eliminate such cause and recommence performance as quickly as possible; and further provided, it shall be the obligation of the party claiming a force majeure event for excuse of non-performance to notify the other party in writing as soon as practicable. Notwithstanding the foregoing, if the inability of Seller to perform continues for a period greater than thirty (30) days from written notice to Randall, Randall shall have the option of terminating the Order immediately without any liability for Goods not yet shipped.


10.1 Seller’s Obligations. Subject to the terms of any confidentiality agreement with Randall, Seller shall consider the information related to any Order and all information furnished by Randall, including but not limited to any drawings, specifications, and/or other documentation prepared by Seller for Randall in connection with any Order, to be confidential (collectively the “Confidential Information”) and shall not disclose any such Confidential Information to any other person or entity, or use such Confidential Information itself for any purpose other than performing the applicable Order unless Seller obtains written permission from Randall to do so. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Randall shall be deemed secret or confidential. Seller’s confidentiality obligations pursuant to this Section 10, as applicable will survive (i) perpetually for trade secrets and personally identifiable information and (ii) for a period of five (5) years from the date of Randall’s disclosure for all other Confidential Information. Seller will return or destroy any Confidential Information promptly upon Randall’s request.

10.2 Ownership of Inventions. With respect to new or modified goods/services, all rights, titles, and interest in any and all inventions (including discoveries, ideas, or improvements, whether patentable or not), (i) based upon or arising from Randall’s information, or (ii) developed specifically for Randall, will belong to Randall regardless when they are created. In the event that Seller produces works of authorship for Randall under the Order (“Works”), the Works will be deemed “works made for hire” and Randall will receive all rights, title, and interest thereto. However, if any Works are not determined to be “works made for hire,” Seller agrees to assign, and hereby assigns to Randall and its successors the entire right, title, and interest, in and to the Works. Nothing in the Order will affect the pre-existing intellectual property rights of the parties.


Subject to reasonable confidentiality obligations, Randall will have the right to audit and inspect the records and facilities of Seller and Seller’s agents, representatives, and subcontractors used in performance of the Order or relating to the goods or services to the extent reasonably necessary to determine Seller’s compliance with the Order and these Purchase Terms. Seller will provide Randall or its third-party designee conducting the audit or inspection with reasonable assistance, including without limitation access to buildings, appropriate personnel and workspace. Purchaser’s audit/inspection, or failure to conduct any audit or inspection, will not release Seller from any of Seller’s obligations.


12.1 Applicable Law. These Purchase Terms and every Order will be governed by and construed in accordance with the applicable laws of California, without giving effect to the principles of California relating to conflicts of laws. Randall and Seller agree that the United Nations Convention on Contracts for the International Sale of Goods shall be specifically excluded from application to any Order.

12.2 Jurisdiction/Venue. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of these Purchase Terms or any Order must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the state courts of Los Angeles County, California or the Federal courts located in the Southern District of California, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the state and Federal courts located in California, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, claims for equitable relief may be brought in any court with proper jurisdiction within the United States.


In no event shall Randall be liable to Seller for any indirect, incidental, consequential, punitive, special, or exemplary damages or penalties of any description, regardless of the form of the action or the theory of recovery, even if Randall has been advised of the possibility of those damages. Randall’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from any Order, or from the performance or breach thereof, shall in no case exceed the price allocable to the Goods which gives rise to the claim. Section 13 is not intended to limit or exclude Randall’s liability for any matter for which liability cannot be limited or excluded by law.

14. Statute of Limitations

Any action resulting from any breach on the part of Randall as to the Goods purchased under any Order must be commenced within one (1) year after the cause of action has accrued.


15.1 Assignment. Seller may not assign any rights or delegate any obligations under these Purchase Terms or any Order without the prior written consent of Randall.

15.2 Subcontractors. Seller will not subcontract any of its obligations without obtaining Randall’s prior written approval. Notwithstanding any approval by Randall, Seller will remain solely responsible for all of its obligations and will be liable for any subcontractor’s failure to perform or abide by the provisions of these Purchase Terms or any Order.

15.3 No Liens. Seller shall promptly discharge any mechanic’s or materialman’s liens, retention rights, security rights or any security interests arising in connection with any Order at Seller’s sole cost and expense.

15.4 Independent Contractors. The parties will at all times be independent contractors. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or to assume or incur any obligation or liabilities, express or implied, on behalf of or in the name of, the other party.

15.5 Rights and Remedies Cumulative. All rights and remedies reserved by Randall in these Purchase Terms will be cumulative and in addition to, and not in lieu of, any other remedies available at law, in equity or otherwise. Any rights of Randall not expressly granted herein are reserved by Randall.

15.6 Attorneys’ Fees and Costs. In the event of any adversarial proceeding(s) between the parties arising out of any Order, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all reasonable expenses the prevailing party incurs in such proceeding(s), including reasonable attorneys’ fees and expenses and court costs. For purposes of this section, “prevailing party” means: (a) in the case of the party initiating the enforcement of its rights or remedies, that such party recovered substantially all of its claims, and (b) in the case of the party defending against such enforcement, that it successfully defended substantially all of the claims brought against such part. If no party is a “prevailing party” within the meaning of this section, then no party will be entitled to recover its costs and expenses from any other party.

15.7 Severability. If any provision of these Purchase Terms conflicts with the law under which these Purchase Terms are to be construed or is held invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.

15.8 Waivers. The failure of Randall to enforce strict performance by Seller of any provision of these Purchase Terms or to exercise any right under these Purchase Terms will not be construed as a waiver. All waivers must be in writing and manually signed by Randall.

15.9 Survival. The provisions of these Purchase Terms and any Order that expressly or by their nature contemplate performance or observance after the Order terminates or expires will survive and continue in full force and effect. Without excluding any other provisions of these Purchase Terms and any Order, the terms of Sections 6, 7, and 10 shall survive the termination or expiration of any Order.

15.10 Notices. All notices must be in writing and will be deemed given only when (i) hand delivered, (ii) one business day following the day sent by documented overnight delivery service to the party whom the notice is directed at its address indicated in the applicable Order or otherwise provided in writing, or (iii) sent by electronic mail to the party whom notice is directed at the electronic mail address specified in the applicable Order or otherwise provided in writing, provided, that if notice is provided to Randall under subsection (iii) herein, written confirmation of such notice shall also be provided to Randall as described in subsection (i) or (ii).

15.11 Entire Agreement. These Purchase Terms and the applicable Order collectively constitute the entire agreement of the parties. Notwithstanding the foregoing, in the event Randall and Seller have an existing written agreement signed by an authorized signatory of Randall and Seller encompassing the Goods purchased in the Order, these Purchase Terms shall remain in full force and effect to the extent they do not conflict with the terms of such written agreement.