Standard Purchase and Sale Terms
Effective Date: September 22, 2026
These Standard Purchase and Sale Terms apply when referenced on a purchase order, order confirmation, invoice, or other transaction document issued by Tailor Cut Produce Inc. (“Tailor Cut”). If Tailor Cut and the other party have a separate written agreement covering the transaction, that agreement will control in the event of a conflict.
Terms Applicable to Customer Sales
1. Orders and Acceptance
Customer orders are subject to acceptance by Tailor Cut. The products, quantities, pricing, delivery terms, and payment terms shown on the applicable order confirmation, delivery document, or invoice will apply to the transaction unless otherwise agreed in writing.
Any additional or different terms contained in a customer purchase order or other customer document will not apply unless expressly accepted in writing by an authorized representative of Tailor Cut.
2. Product Specifications
Tailor Cut will provide products that conform to the agreed product description and specifications at the time of delivery.
Because fresh produce is an agricultural product, reasonable natural variations in appearance, color, size, texture, and similar characteristics are not considered defects unless the products fail to meet an expressly agreed specification.
3. Inspection and Product Concerns
Customers should inspect products promptly upon delivery and notify Tailor Cut promptly of any shortage, damage, temperature concern, quality concern, or other alleged nonconformity.
The customer should preserve the affected product, packaging, lot information, labels, photographs, temperature records, and other reasonably available evidence necessary to evaluate the concern.
4. Customer Handling After Delivery
Following delivery, the customer is responsible for proper storage, temperature control, sanitation, handling, rotation, alteration, relabeling, repacking, further processing, distribution, and use of the products.
The customer is also responsible for following applicable food-safety requirements and any handling, storage, shelf-life, or use instructions provided with the products.
5. Allocation of Responsibility
Each party remains responsible for matters within its control.
Tailor Cut remains responsible to the extent that a claim or loss is caused by Tailor Cut’s breach, negligence, regulatory noncompliance, or the condition of the products while under Tailor Cut’s control.
The customer is responsible for third-party claims, losses, penalties, and reasonable recall or withdrawal costs to the extent caused by the customer’s improper storage, temperature control, handling, alteration, relabeling, repacking, further processing, distribution, misuse, regulatory noncompliance, or other conduct following delivery.
6. Payment and PACA Rights
Payment is due according to the terms stated on the applicable invoice or other sales documentation.
Sales of perishable agricultural commodities are subject to applicable rights and obligations under the Perishable Agricultural Commodities Act. Tailor Cut retains all applicable PACA trust rights, as stated in the notice appearing on its invoices.
Terms Applicable to Supplier Purchases
1. Acceptance
A Tailor Cut purchase order constitutes an offer to purchase the products identified in the purchase order. The supplier accepts the purchase order and these terms by acknowledging the order, beginning performance, or delivering the products.
Any additional or different terms proposed by the supplier will not apply unless expressly accepted in writing by an authorized representative of Tailor Cut.
2. Product Requirements
The supplier represents that all products supplied to Tailor Cut will:
Conform to the applicable purchase order and agreed product specifications;
Be merchantable, wholesome, and suitable for their intended food use;
Be free from adulteration or misbranding; and
Comply with applicable federal, state, and local food-safety, labeling, traceability, and produce requirements.
3. Records and Traceability
The supplier will maintain applicable source, lot, origin, traceability, regulatory, and food-safety records and provide relevant records to Tailor Cut upon reasonable request.
4. Food-Safety Notification
The supplier will promptly notify Tailor Cut of any known or suspected contamination, product nonconformity, regulatory action, market withdrawal, or recall involving products supplied to Tailor Cut.
The supplier will reasonably cooperate with Tailor Cut in investigating and responding to any such matter.
5. Inspection and Nonconforming Products
Tailor Cut may inspect products upon delivery or within a reasonable period afterward. Receipt, inspection, or payment does not waive Tailor Cut’s rights concerning concealed defects, nonconforming products, or violations of applicable law.
Tailor Cut may reject nonconforming products and exercise the remedies available under the applicable purchase order and law.
6. Allocation of Responsibility
Each party remains responsible for matters within its control.
The supplier is responsible for third-party claims, losses, penalties, and reasonable recall or withdrawal costs to the extent caused by the supplier’s breach, negligence, willful misconduct, regulatory noncompliance, or the condition of the products before delivery to Tailor Cut.
The supplier will not be responsible to the extent that a claim or loss is caused by Tailor Cut’s subsequent handling, processing, storage, or conduct.
General Terms
1. Applicable Law
These terms and transactions with Tailor Cut are governed by applicable federal law and the laws of the State of New Jersey.
2. No Waiver
A party’s failure to enforce any provision in a particular instance does not waive its right to enforce that provision in the future.
3. Severability
If any provision of these terms is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.
4. Changes to These Terms
The version of these terms in effect on the date of the applicable purchase order, order confirmation, shipment, or invoice will apply to that transaction.