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 as such 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. 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.