Purchase & Distribution Terms and Conditions
AquaBounty and its affiliates (“AQB”) and Purchaser and/or Distributor (“Purchaser/Distributor”) of AQB’s Atlantic salmon (together “Parties”) agree on the following Terms & Conditions in connection with any purchase or distribution:
1. AQB warrants to Purchaser/Distributor that Products will conform to the terms of the applicable purchase order. The product contained in any shipment or delivery made by AQB ordered by Purchaser/Distributor are guaranteed, as of the date of delivery, not to be misbranded within the meaning of the Federal Food Drug, and Cosmetic Act. Product must be in compliance with all federal state and local laws. Purchaser/Distributor warrants to AQB that after Purchaser/Distributor takes possession of Products, Products will (a) continue to conform to all U.S. and any other applicable food safety standards, hygiene, labeling, and storage requirements; and (b) be of a quality that conforms to industry standards and be fit for human consumption.
2. The Parties will, at its own expense, (a) maintain all certifications, credentials, licenses, and permits necessary to conduct its business; (b) not engage in any activity or transaction involving the Products that violates any law or regulation; (c) comply with all industry standards for the storage, processing, and shipment of seafood, including the maintenance of HACCP certification and adherence to Good Manufacturing Practices and best aquaculture practices; and (d) comply with all applicable laws, regulations, and related guidance. The Parties will provide copies of all certifications and inspection reports relating to its operations, and the Parties from time to time have the right to inspect the other Party’s facilities during regular business hours on reasonable notice.
3. The Parties shall each, individually, at its own expense, maintain and carry in full force and effect the following insurance with financially sound and reputable insurers: (a) commercial general liability insurance, on an occurrence basis, including a duty to defend, which must provide coverage for bodily injury and property damage with the following minimum limits: $1,000,000 each occurrence limit; $1,000,000 personal and advertising injury limit; $1,000,000 products and completed operations liability; and $2,000,000 aggregate limit; (b) workers’ compensation insurance to statutory requirements; (c) business auto liability insurance, with minimum combined single limits of $1,000,000 per accident for bodily injury and property damage with a duty to defend and coverage for all owned, non-owned, and leased or hired vehicles; and (d) commercial umbrella/follow form excess insurance, with minimum limits of $5,000,000 per occurrence and in the aggregate, in excess of the underlying policy limits, with coverage at least as broad as the underlying policies and coverage excess of the required general liability, employer’s liability, and automobile liability coverages. Each Party shall provide the other Party with 30 days’ advance notice in the event of a cancellation or material change in such insurance policy.
4. These Terms & Conditions prevail over any terms or conditions contained in any other documentation, unless expressly agreed to in writing by both Parties. The Parties are independent contractors, and nothing in these Terms & Conditions creates any agency, business opportunity, employment, franchise, joint venture, or partnership relationship between them. Neither Party has any authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
5. Each Party hereby agrees to indemnify, defend and hold harmless the other Party, its affiliates, and their respective directors, employees, customers, and agents from and against any and all Third Party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) to the extent such Losses result from the negligence or willful misconduct of the indemnifying Party, its affiliates or (sub)licensees, or their respective directors, employees, customers, or agents in any Purchase or Distribution transaction.
6. For AquaBounty’s Genetically Engineered Atlantic salmon, Customers hereby agree to abide by all federal, state, and local labeling and bioengineered disclosure requirements. Further information can be found in the “Information for Customers” following these Terms and Conditions.
7. For AquaBounty’s Genetically Engineered Atlantic salmon, Customers agree not to export AquaBounty’s Genetically Engineered Atlantic salmon outside of the U.S. or Canada. Further information can be found in the “Information for Customers” section following these Terms and Conditions.
INFORMATION FOR CUSTOMERS
U.S. Bioengineered (BE) Disclosure and Labeling
Note: The information provided herein does not and is not intended to constitute legal advice; instead, all information and content are for general informational purposes only. Information contained herein may not constitute the most up-to-date legal or other information. Recipients of this document should contact their compliance or legal advisor to obtain advice with respect to their particular situation and legal questions.
A. U.S. Bioengineered Food Disclosure Standard
Mandatory Bioengineered Food Disclosure. US law imposes a mandatory standard for disclosing to consumers foods that are “bioengineered” or “BE.” AquaBounty’s Genetically Engineered salmon is a BE food. See https://www.ams.usda.gov/rules-regulations/be/bioengineered-foods-list.
Responsible Entities. Food manufacturers, importers, and retailers who package and sell food for retail or bulk food sales (e.g., retail stores, fresh seafood counters, etc.) are required to comply. Restaurants and very small food manufacturers (< $2.5 million annual receipts) are exempt.
Because the Standard exempts food served in a restaurant or similar retail food establishment (e.g., cafeteria, food stand), food being supplied to a restaurant or similar retail food establishment is not subject to the Standard so long as that food is being served in such an establishment.
Disclosure Options. The BE disclosure must be of a sufficient size and clarity to appear prominently and conspicuously on the label so consumers are likely to be able to read and understand it.
There are four disclosure options:
- On package text (“Bioengineered food” or “Contains a bioengineered food ingredient”)
- Electronic or digital link (e.g., QR code), with instructions to “Scan here for more food information” and “Call [1-000-000-0000] for more food information.”
- Text message, including the statement “Text [command word] for more bioengineered food information.”
USDA approved BE food symbol:
Small food manufacturers (< $10m annual receipts) may make the disclosure using a telephone number or URL and the statement “Call/visit [phone number/website] for more food information.”
Disclosure Placement. Entities subject to the rule must place a disclosure on (1) the information panel adjacent to the manufacturer/distributor information, (2) the principal display panel, or (3) if insufficient space on (1) or (2), on any other panel likely to be seen by a consumer under ordinary shopping conditions.
Timing. The standard will come into effect on January 1, 2022, but entities can begin complying sooner on a voluntary basis.
B. Market Name Labeling
In labeling where the “acceptable market name” or standard of identity is to be used, Congress has also said that “the acceptable market name” for a category of foods that appears to include AquaBounty’s Genetically Engineered salmon “shall include the words ‘genetically engineered’ prior to the existing acceptable market name, e.g., “Salmon, Atlantic.” https://www.cfsanappsexternal.fda.gov/scripts/fdcc/index.cfm?set=SeafoodList&id=Salmo_salar
Import/Export Information – Approved Product Forms By Country
A. Genetically Engineered Salmon – U.S. Market
The U.S. Food and Drug Administration (FDA) approved AquaBounty to sell all forms of Genetically Engineered salmon in the U.S. market including Whole Fish, Head On Gutted (HOG), Headed and Gutted (H&G), all standard salmon Fillet Trim (A, B, C, D, and E Trim), Portions and Pieces.
AquaBounty Genetically Engineered salmon may be exported to Canada from the U.S. but only Fillet Trim, Portions and Pieces are approved in Canada at this time. Whole Fish, Head On Gutted and Headed & Gutted are not permitted to be sold in Canada.
B. Genetically Engineered Salmon – Canadian Market
Health Canada approved AquaBounty to sell specific forms of Genetically Engineered salmon in the Canadian market for foods from Fillets of AquaBounty Genetically Engineered Atlantic salmon which include all standard salmon Fillet Trim (A, B, C, D, and E Trim), Portions and Pieces. Whole Fish, Head On Gutted (HOG) and Headed and Gutted (H&G) are not currently approved for sale in Canada.
AquaBounty Genetically Engineered salmon may be exported to the U.S. from Canada for sale in any product form including Whole Fish, Head On Gutted (HOG), Headed and Gutted (H&G), all standard salmon Fillet Trim (A, B, C, D, and E Trim), Portions and Pieces.