JACK LINK'S PURCHASE ORDER TERMS AND CONDITIONS
Effective Date: January 16, 2018
(a) These terms and conditions of purchase (these "Terms") are the only terms which govern the Purchase Order
linked to this document for the procurement of goods ("Goods") and/or services ("Services") by Link Snacks, Inc.
d/b/a Jack Link’s ("Buyer") from the seller named on such Purchase Order ("Seller"). Notwithstanding anything
herein to the contrary, if a written contract duly authorized and signed by both parties is in existence covering the
sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the
extent they are inconsistent with these Terms.
(b) The purchase order issued by Buyer (the "Purchase Order") and these Terms (collectively, this "Agreement")
comprise the entire agreement between the parties, and supersede all prior or contemporaneous
understandings, agreements, negotiations, representations and warranties, and communications, both written
and oral. These Terms prevail over any of Seller's general terms and conditions of sale regardless whether or
when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller's
acceptance to the terms of this Agreement. The commencement of performance of the Purchase Order
constitutes acceptance of these Terms.
2. Delivery of Goods and Performance of Services.
(a) Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as
otherwise agreed in writing by the parties (the "Delivery Date"). If Seller fails to deliver the Goods in full on the
Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller and Seller
shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly
attributable to Seller's failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods
delivered prior to the Delivery Date at Seller's expense and Seller shall redeliver such Goods on the Delivery Date.
(b) Seller shall deliver all Goods to the address specified in the Purchase Order (the "Delivery Point") during
Buyer's normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment
according to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods
are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return
any packaging material. Any return of such packaging material shall be made at Seller's risk of loss and expense.
(c) Seller shall provide the Services to Buyer as described and in accordance with the schedule set forth in the
Purchase Order and in accordance with the terms and conditions set forth in these Terms.
(d) Seller acknowledges that time is of the essence with respect to Seller's obligations hereunder and the timely
delivery of the Goods and Services, including all performance dates, timetables, project milestones and other
requirements in this Agreement.
3. Shipping Terms. Delivery shall be made FOB Delivery Point or in accordance with the terms on the Purchase
Order. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, air
waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.
4. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point.
5. Inspection and Rejection of Nonconforming Goods. Buyer has the right to inspect the Goods on or after the
Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion
of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the
Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b)
accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected
Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the
nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation
charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely
deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost
6. Seller represents and warrants the Goods furnished hereunder shall (i) be merchantable, free from defects,
shall conform to any applicable specifications and quality requirements requested by Buyer, (ii) if not designed
by Buyer, shall be free from design defects and fit and sufficient in all respects for the intended purposes thereof,
and (iii) shall be manufactured in accordance with all applicable federal, state and local safety and health
requirements. To the extent not based on Buyer's design, Seller further represents and warrants that the goods
and services furnished hereunder do not and will not violate or infringe any patent, trademark, copyright, trade
secret or other intellectual property rights of any person. Any or all goods and services not complying with the
requirements hereof, may be returned at Seller's risk and expense, including transportation both ways, for prompt
correction of defects in addition to any other rights and remedies provided by law or the Purchase Order.
Payments by Buyer shall not constitute acceptance nor waive any rights of Buyer hereunder.
7. Price. The price of the Goods and Services is the price stated in the Purchase Order (the “Price”). If no price is
included in the Purchase Order, the Price shall be the price set out in Seller's published price list in force as of the
date of the Purchase Order.
8. General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer's subsidiaries,
affiliates, successors or assigns and respective directors, officers, shareholders and employees (collectively,
"Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment,
interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and
the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers
(collectively, "Losses") arising out of or occurring in connection with the Goods and/ or the provision of Services
purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into
any settlement without Buyer's prior written consent. In no event shall Seller enter into any settlement without
Buyer's or Indemnitee's prior written consent.
9. Intellectual Property Indemnification. Without limiting the foregoing, Seller shall, at its expense, defend,
indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection
with any claim that Buyer's or Indemnitee's use or possession of the Goods and/or use of the Services infringes
or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no
event shall Seller enter into any settlement without Buyer's or Indemnitee's prior written consent.
10. Insurance. During the term of this Agreement Seller shall, at its own expense, maintain and carry insurance in
full force and effect which includes, but is not limited to, commercial general liability (including product liability)
in a sum no less than $5,000,000 with financially sound and reputable insurers. Upon Buyer's request, Seller shall
provide Buyer with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in
11. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and
inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other
confidential information, trade dress, trade names, logos, corporate names and domain names, together with all
of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property
Rights") in and to all documents, work product and other materials that are delivered to Buyer under this
Agreement or prepared by or on behalf of the Seller in the course of performing services (collectively, the
"Deliverables")shall be owned exclusively by Buyer. Seller agrees, and shall cause its employees (collectively,
“Service Provider Personnel”) to agree, that with respect to any Deliverables that may qualify as "work made for
hire" as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a "work made for hire" for Buyer. To the
extent that any of the Deliverables do not constitute a "work made for hire," Seller hereby irrevocably assigns, and
shall cause its personnel to irrevocably assign, to Buyer, in each case without additional consideration, all right,
title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.
12. Warranties. Seller represents and warrants that (a) all Goods and Services are free of any claim of any nature
by any third person and that Seller will convey clear title to Purchaser, (b) all services are performed in a manner
acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit
for the particular purposes for which they are acquired, and are provided in strict accordance with the
specifications or other requirements (including performance specifications) approved or adopted by Buyer, (c) all
goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, and fit for
the particular purposes for which they are purchased and that the goods and services are provided in strict
accordance with the specifications, samples, drawings, designs or other requirements (including performance
specifications) approved or adopted by Buyer (d) the prices for the Goods or Services sold to Buyer under this
Purchase Order are not less favorable than those currently extended to any other customer for the same or
similar Goods and/or Services in equal or lesser quantities, and (e) Seller shall not act in any fashion or take any
action that will render Buyer liable for a violation of any applicable anti-bribery legislation (including without
limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), which prohibits the offering,
giving, or promising to offer or give or receiving, directly or indirectly, money or anything of value to any third
party to assist it, them or Buyer in retaining or obtaining business or in procuring the goods or services.
13. Compliance with Law. Seller shall comply, and ensure all Goods and/or Services are in compliance, with all
applicable international, federal, state and local laws, regulations, rules and ordinances. Seller shall maintain in
effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations
under this Agreement.
14. Recall. Buyer has the sole right, in its discretion, to initiate and direct the content and scope of a recall,
market withdrawal, stock recovery, product correction, or advisory safety communication (any one or more
referred to as a "Recall Action") regarding the Goods and any product incorporating the Goods. At Buyer’s option,
Buyer may direct Seller to, and upon such direction Seller shall, conduct such Recall Action. Buyer shall
determine, in its discretion, the manner, text, and timing of any publicity to be given such matters. If a Recall
Action is initiated or directed by Buyer, Seller shall fully cooperate and take all such steps as are reasonably
requested to implement the Recall Action in a timely and complete manner. Any and all action taken in
connection with a Recall Action shall be in accordance with all applicable laws and regulations. In addition to any
other remedy under law or provided in this Order, Seller shall bear the costs associated with: (a) any Recall
Action which results from the Goods, or Seller’s actions or inactions; or (b) Goods that do not comply with the
Warranties or this Order.
Termination. Buyer may terminate this Agreement with immediate effect and without penalty upon written notice
to the Seller, either before or after the acceptance of the Goods or the seller's delivery of the Services, if Seller
has not performed or complied with any of these Terms, in whole or in part. Buyer may also terminate a Purchase
Order at any time for any reason, in whole or part, whereupon Seller shall terminate work pursuant to the terms of
such notice. To the extent the Purchase Order covers items normally carried in inventory by Seller (as
distinguished from items specially made to Buyer's specifications), Buyer shall have no liability for any
termination of the Purchase Order. Buyer's liability for termination of a Purchase Order without cause shall be
limited to actual out of pocket expenses directly incurred by Seller for materials purchased to fulfill this Purchase
Order that Seller is unable to return or use for any purpose other than filling Buyer's order (but in no event shall
Buyer's liability exceed the purchase price for the applicable goods).
15. Waiver. No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in
writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege
arising from this Agreement operates, or maybe 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.
16. Confidential Information. All non-public, confidential or proprietary information of Buyer, including but not
limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations,
customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or
accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise
identified as "confidential" in connection with this Agreement is confidential, solely for the purpose of performing
this Agreement and may not be disclosed or copied unless authorized in advance by Buyer in writing. Upon
Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall
be entitled to injunctive relief for any violation of this Section.
17. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations
under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is
beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature
could not have been foreseen by such party or, if it could have been foreseen, was unavoidable ("Force Majeure
Event"). Seller's economic hardship or changes in market conditions are not considered Force Majeure Events.
Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any
Force Majeure Event are minimized and resume performance under this Agreement.
18. Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under
this Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of
this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations
hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement
without Seller's prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer's
19. 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.
20. No Third-Party Beneficiaries. This Agreement is 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 this Agreement.
21. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in
accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law
provision or rule (whether of the State of Minnesota or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than those of the State of Minnesota.
22. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement
shall be instituted in the federal courts of the United States of America or the courts of the State of Minnesota in
each case located in the County of Hennepin, and each party irrevocably submits to the exclusive jurisdiction of
such courts in any such suit, action or proceeding.
23. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or
invalidate or render unenforceable such term or provision in any other jurisdiction.
24. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force
after any termination or expiration of this Agreement.
25. Amendment and Modification. These Terms may only be amended or modified in a writing stating
specifically that it amends these Terms and is signed by an authorized representative of each party.