Terms & Conditions

Last Updated: July 2025

THESE STANDARD VENDOR TERMS AND CONDITIONS (THESE "TERMS") APPLY TO ALL AGREEMENTS, CONTRACTS, OR ORDERS (EACH, AN "ORDER"), ORAL OR WRITTEN, AS APPLICABLE, TO PURCHASE PRODUCTS AND/OR SERVICES (COLLECTIVELY, "PRODUCTS") ISSUED OR EXECUTED BY SOUFFLET MALT, S.A.S. AND/OR ANY OF ITS DIVISIONS, SUBSIDIARIES, OR AFFILIATES (EACH, AN "AFFILIATE") OF SOUFFLET MALT, S.A.S. (COLLECTIVELY, "SOUFFLET") TO ANY SUPPLIER OF THE PRODUCTS AND/OR SERVICES (EACH, A "VENDOR"), OR BY ANY VENDOR TO ANY AFFILIATE OF SOUFFLET, OR TO WHICH SOUFFLET IS A CONTRACTING PARTY. THE TERM "BUYER" REFERS TO SOUFFLET OR THE SPECIFIC SOUFFLET AFFILIATE THAT PURCHASES THE PRODUCTS FROM VENDOR AS NAMED IN THE PURCHASE ORDER, AGREEMENT, OR CONTRACT, OR OTHER SIMILAR DOCUMENT ISSUED AND/OR SIGNED BY SOUFFLET OR THE SOUFFLET AFFILIATE IN CONNECTION WITH THE ORDER (A "PURCHASE ORDER").

PURCHASE OF ANY PRODUCTS BY BUYER FROM VENDOR IS EXPRESSLY CONDITIONED ON VENDOR'S ASSENT TO THESE TERMS. BY ACCEPTING ANY ORDER, RECEIVING ANY PAYMENT, OR SHIPPING ALL OR ANY PORTION OF THE PRODUCTS, VENDOR AGREES TO BE BOUND BY AND ACCEPT ALL TERMS UNLESS EXPRESSLY MODIFIED BY SEPARATE AGREEMENT SIGNED BY BOTH BUYER AND VENDOR.

SOUFFLET MAY, FROM TIME TO TIME, AND IN ITS SOLE DISCRETION, REVISE THESE TERMS WITHOUT NOTICE BY POSTING THE REVISED TERMS ON ITS WEBSITE (HTTPS://WWW.COUNTRYMALT.COM/TERMS-AND-CONDITIONS (THE "WEBSITE"). THE TERMS POSTED ON THE WEBSITE AT THE TIME THAT VENDOR ACCEPTS ANY ORDER SHALL GOVERN THAT ORDER.

  1. Offer and Acceptance. Each Order constitutes a separate offer to purchase Products on the terms and conditions set forth in the Purchase Order. Vendor's written confirmation (including e-mail), receipt of any payment, commencement of any work, or shipment of all or any portion of Products in connection with an Order, whichever occurs first, shall be deemed acceptance of Buyer's offer. All Purchase Orders incorporate these Terms whether or not they are separately referenced in the Purchase Order. Acceptance of the Order shall therefore also constitute acceptance of these Terms. The accepted Purchase Order shall govern the transaction between Buyer and Vendor. In the event of a conflict between any term or condition of the Purchase Order and these Terms, these Terms shall control unless expressly amended in the Purchase Order by specific reference to these Terms. If any Order is deemed to be an acceptance of a prior offer by Vendor, then such acceptance shall be limited to these Terms. Any terms included in Vendor's purchase order, bid, proposal, invoice, statement, published rate schedule, or other memoranda or attachment of any nature whatsoever, whether written or oral, shall not govern the transaction between Buyer and Vendor. Additional or different terms proposed by Vendor, or any other attempt by Vendor to vary these Terms, shall constitute a counteroffer by Vendor, which counteroffer is rejected by Buyer.
  1. Delivery. Delivery of all Products shall be strictly in accordance with the schedule set forth on the Purchase Order. Vendor shall immediately report any delivery delays to Buyer. Receipt of such report shall not operate as a waiver of any of Buyer's rights in connection with the Order, including, without limitation, Buyer's right to reject or cancel the Order without liability or to claim damages for late delivery, including costs of procuring substitute goods from another source at Vendor's expense. Vendor shall take all reasonable steps to avoid or end delays and shall be solely responsible for any costs related to such efforts. In no event shall Vendor be entitled to any additional compensation.
  1. Inspection. All Products shall be subject to Buyer's inspection and approval in Buyer's sole discretion. Inspection may take place either at Vendor's location or at the final destination identified in the Purchase Order (the "Delivery Point"). Buyer's failure to inspect, or failure to discover non-conformities or other problems, shall not constitute a waiver of any of Buyer's rights or remedies or relieve Vendor of any of its obligations in connection with the Order. Buyer's inspection of Products shall not constitute acceptance of such Products.
  1. Packing. All Products shall be suitably packed, marked, and shipped by Vendor in accordance with generally accepted industry standards and practices unless otherwise specified in the Purchase Order. No packing or cartage charges shall be allowed, except as set forth in the Purchase Order.
  1. Payment. All prices listed or quoted in any proposal or price sheet are in U.S. dollars or Canadian dollars, as specified in the Purchase Order, and do not include any sales, value added, inventory, use, transportation, or other taxes, fees, or charges, which are the sole responsibility of Vendor. Vendor shall submit invoices to Buyer according to the schedule set forth in the Purchase Order. If not otherwise specified in the Purchase Order, Vendor shall submit an invoice to Buyer for the Products not later than NINETY (90) days from the delivery date of such products to the Delivery Point. Vendor waives its right to payment for any amounts not invoiced within NINETY (90) days following delivery of the Products to the Delivery Point. All of Vendor's invoices shall be directed to the address specified on the Purchase Order, reference the Order number, and be accompanied by documentation supporting the amounts invoiced, including, without limitation, bill of lading. No payment shall constitute final acceptance of Products nor shall it waive any of Buyer's rights and remedies. If any services are provided, then Vendor's invoice must be accompanied by a waiver of lien rights from any subcontractors performing such services. Such waiver(s) must be in a form reasonably acceptable to Buyer.
  1. Insurance. Vendor shall obtain and maintain throughout the term of the Order, at Vendor's sole expense and with insurance companies reasonably satisfactory to Buyer and authorized to do business in the jurisdiction in which the Delivery Point is located, insurance coverage of the types and limits described below in U.S. dollars or Canadian dollars, as specified in the Purchase Order. The limits set forth below are minimum limits and shall not be construed to limit Vendor's liability. Limits may be satisfied through any combination of primary and umbrella policies.
    1. Commercial General Liability insurance with a combined single limit of $2,000,000 per occurrence and coverage for all liability associated with the Order, including, without limitation, bodily injury or property damage, personal injury, products, completed operations, sudden and accidental pollution, and Vendor's indemnity obligations;
    1. If Vendor's employees or agents will drive on Soufflet's property and/or premises, or make deliveries to Soufflet's property and/or premises, Business Auto Liability insurance complying with the requirements of all regulatory bodies having jurisdiction, or a combined single limit of $1,000,000 per occurrence for bodily injury or property damage, whichever is greater, including coverage for all vehicles used in the performance of any services related to the Order, whether owned, non-owned, or hired; and
    1. If Vendor's employees will enter onto Soufflet's property and/or premises, Workers Compensation insurance complying with the laws having jurisdiction over each employee, whether or not Vendor is required by such laws to maintain such insurance, and Employer's Liability (if applicable) with limits of not less than $1,000,000 per occurrence.

In each of the above-described policies, Vendor shall waive, and shall require its insurers to waive, any rights of subrogation or recovery they may have against Buyer, Soufflet, and/or its Affiliates. Under the policies described in (a) and (b) above, Buyer, Soufflet, and its Affiliates shall be named as additional insureds. Any cost associated with naming these additional insureds shall be the sole responsibility of Vendor. Such policies shall be primary insurance with respect to Buyer, Soufflet, and its Affiliates, and any other insurance maintained by Buyer, Soufflet, and/or its Affiliates shall be excess and not contributory with this insurance. Non-renewal or cancellation of the policies described above shall be effective only after written notice is received by Buyer THIRTY (30) days in advance of any such non-renewal or cancellation. Prior to rendering any services related to the Order, Vendor shall deliver to Buyer certificates of insurance evidencing the existence of all insurance required above. If the insurance policies described in this section are not obtained and maintained as provided, then Buyer, in its sole discretion, shall have the right to immediately terminate the Order or to suspend delivery of the Products until such time as the obligations of this section are satisfied without any liability to Vendor whatsoever.

  1. Indemnification. Vendor shall, at its sole expense, defend, indemnify, and hold harmless: (1) Buyer, Soufflet, and its Affiliates; (2) any and all other parties which Buyer, Soufflet, and/or its Affiliates are required to defend, indemnify, or hold harmless; and (3) each of their respective directors, officers, employees, and agents, from and against all loss, direct, indirect, or consequential damage, cost, expense, claim, or other liability of any kind whatsoever (including attorney fees), actual or alleged, caused by, arising out of, resulting from, or occurring in whole or in part in connection with: (a) Vendor's failure to comply with Vendor's obligations under the Purchase Order and Terms; (b) acts or omissions of employees, subcontractors, or agents of Vendor in the performance of the Order or at the premises owned or controlled by Buyer; (c) defects in the Products; (d) breach of any warranty, express or implied, in connection with Products; (e) failure to provide adequate warnings, labeling, or instructions related to the Products; (f) non-compliance with any applicable law, regulation, or industry standard related to the Products; or (g) Vendor's failure to meet Buyer's specifications or delivery schedules.
  2. English Language. All correspondence, invoices, statements, notices, and other documents associated with Products and/or the Order shall be in English. In the event of a dispute regarding the Order, the English language shall govern the interpretation and meaning of these Terms, to the fullest extent permitted by applicable law.

Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s'y rattachent, soient rédigés en langue anglaise.

Las partes por la presente confirman su voluntad de que este acuerdo, así como todos los documentos, incluidos los avisos relacionados con el mismo, sean redactados en idioma inglés.

  1. English Measurements. Buyer may, in its sole discretion, determine whether measurements associated with the Order are in the English system, the metric system, or some combination of the two. Vendor shall not convert any measurements that Buyer states in the English system into the metric system in any documents provided to Buyer.
  2. Imported Products; Duties & Fees. Vendor shall comply with all import and sanctions laws, regulations, orders, and authorizations applicable to the import and delivery of Products from outside North America ("Imported Products") to the Delivery Point. Vendor shall further comply with each of the following requirements:
    1. Country of Origin. All Imported Products must be clearly marked with the country of origin. Country of origin markings must be conspicuous, legible, and permanent, and must include the English name of the country from which the Imported Products originate. Abbreviations that unmistakably indicate the name of the country of origin (e.g., "Gt. Britain" or "UK" for "Great Britain") are acceptable for purposes of this requirement. Variant spellings which clearly indicate the English name of the country of origin (e.g., "Brasil" for "Brazil") are also acceptable.
    2. Import Records. Vendor shall not list Buyer, Soufflet, or its Affiliates as either "Importer of Record" or "Consignee" on any import disclosures, customs declarations, or other similar documents without Soufflet's prior written consent, which must be signed by an authorized representative of Soufflet. Absent such prior written consent, Vendor or its designee shall serve as the North American importer for all Imported Products and shall be responsible for all import authorizations required to fulfill Vendor's obligations in connection with the Order. More specifically, Vendor or its designee shall be responsible for all aspects of importation and delivery of Imported Products to the Delivery Point in North America, including, without limitation: (i) customs and regulatory clearances; (ii) payment of tariffs, duties, customs, fees, expenses, and other charges; and (iii) keeping records, documents, correspondence, and tracking information required under applicable North American law.
    3. Duties & Export/Import Charges. Vendor shall be responsible for and shall promptly pay when due any and all Duties required in connection with or applicable to the Products or Purchase Order. "Duties" shall mean any customs duties, tariffs, or other import, anti-dumping, or countervailing duties and any import or export fees, costs, or charges payable for the Products or in connection with a Purchase Order. For any Purchase Order where Vendor is deemed and agreed by the parties to not be responsible for importing the Products into a particular jurisdiction in connection therewith (and all costs therefore), Soufflet may cancel such Purchase Order without cost, liability, or penalty at any time in the event the governmental authority and/or jurisdiction into which such Products are to be imported:
      1. Implements or announces any increase to the duties, tariffs, or import fees associated with the importation of the Products into such jurisdiction, or otherwise increases the costs or charges payable upon the importation of the Products into such jurisdiction;
      2. Announces the initiation of antidumping duty investigations, countervailing duty investigations, circumvention inquiries, evasion investigation, or any other investigation or proceeding which could result in an increase to the duties, tariffs, or import fees on the Products or substantially similar Products; or
      3. Any senior government official announces any intention or issues a proclamation, direction, or other action to do any of the foregoing, and Vendor shall immediately refund any prepayments, deposits, or other amounts paid by Soufflet with respect to such cancelled Purchase Order.
    4. Shipping Information. Vendor shall provide to Buyer in connection with each shipment of Imported Products:
      1. a packing list detailing the contents of the entire shipment;
      2. a copy of Vendor's commercial invoice; and
      3. a copy of the bill of lading.
    1. Trade Agreements. Vendor shall provide to Buyer any additional documentation necessary to support applicable duty-free, special tariff, or free trade agreements that may apply to the Order before shipping Imported Products to North America. Such additional documentation may include, without limitation: (i) United States-Mexico-Canada Agreement (USMCA) certificates of origin; (ii) Generalized System of Preferences (GSP) declarations. The facts included in such documentation shall be verified by Vendor and signed by an official with direct knowledge of the information.
  2. Liens. Vendor shall pay when due all of its obligations to third parties incurred in connection with the Products and shall keep Buyer's property free and clear of all liens and other encumbrances arising out of the Order. If Vendor breaches this section, then, in addition to any other rights which Buyer may have against Vendor, Buyer may withhold payment from Vendor until sufficient funds have been withheld to satisfy such obligations and/or to cause the release of such liens or other encumbrances.
  3. Materials. Any materials furnished by Buyer in connection with the Order shall be deemed to be held by Vendor in trust for application to the Order. Title of such materials shall at all times remain with Buyer. Buyer-supplied materials while in Vendor's custody or control shall be: (a) held at Vendor's risk; (b) adequately marked as Buyer's property and segregated from property of Vendor; (c) kept insured by Vendor at Vendor's expense in an amount equal to the replacement cost with loss payable to Buyer; and (d) subject to removal at Buyer's written request, in which event Vendor shall redeliver to Buyer in the same condition as originally received by Vendor, subject to reasonable wear and tear. Any materials not used in connection with the Order shall be returned in good condition, less normal wear and tear, as directed by Buyer at Buyer's expense.
  4. Product Testing. Vendor shall conduct appropriate quality and safety testing to confirm that all Products meet or exceed industry standards and applicable North American laws. Buyer, in its discretion, may conduct verification testing to confirm that Products meet or exceed industry standards and applicable laws. Buyer's failure to conduct verification testing, or failure to discover non-conformities or other problems, shall neither constitute a waiver of any of Buyer's rights or remedies nor relieve Vendor of any of its obligations. Buyer's performance of verification testing on Products shall not constitute acceptance of such Products.
  5. Rejection. Buyer, at its option and in its sole discretion, may reject or revoke acceptance and either return to Vendor or hold at Vendor's risk and expense any Products that: (a) do not conform to Vendor's affirmations of fact and promises; (b) do not conform to industry standards and practices for similar Products; (c) do not conform to all Buyer specifications; (d) do not conform to Soufflet standards; (e) contain defective or inadequate labeling; (f) violate any applicable North American law or other law, regulation, or court or administrative order; (g) fail to comply with applicable industry or safety standards; or (h) fail to comply with Buyer's delivery schedules. Buyer's failure to reject or revoke acceptance of any Products shall not relieve Vendor of responsibility for any warranty with respect to such Products, either express or implied. Payment of any invoice shall not waive Buyer's right to reject or revoke acceptance of any Products. Vendor shall bear all expenses and risks of unpacking, examining, repacking, storing, holding and/or reshipping, returning, and any customs actions regarding any Products rejected (or the acceptance of which is revoked) by Buyer. Buyer's right to reject or revoke acceptance and to return or hold Products shall extend to Products returned by customers of Buyer for any of the reasons stated in this section.
  6. Representations and Warranties. Vendor represents, guarantees, and warrants each of the following to Buyer and acknowledges that each is a material inducement to Buyer to complete the Order:
    1. Vendor is, and shall remain, in compliance with all applicable laws, rules, ordinances, codes, and orders and decrees of any governmental authority affecting the Order or Products (collectively, "Applicable Law"), including, without limitation: (i) the U.S. Uniform Commercial Code (UCC); (ii) applicable Canadian and Mexican procurement regulations; (iii) food safety and labeling laws in the U.S., Canada, and Mexico, as applicable; (iv) environmental and safety regulations in the relevant jurisdiction; and shall comply and cause all of its employees, agents, subcontractors, and other representatives to comply with both Applicable Law and applicable policies identified in these Terms;
    2. The Products: (i) conform to Vendor's affirmations of fact and promises, to industry standards and practices for similar Products, to Soufflet policies and standards, and to all Buyer specifications; (ii) are fit for ordinary and known particular purposes; (iii) are procured, produced, and sold in compliance with Applicable Law; and (iv) meet or exceed all food safety, environmental protection, product and package labeling, traceability, and other requirements under Applicable Law.
    3. The Products and any materials used by Vendor in Products sold to Buyer, including raw materials and intermediate products (collectively, "Materials"), were stored and transported under conditions necessary to protect Product integrity, in compliance with industry standards and Applicable Law.
    4. Vendor has, and will continue to have, sufficiently tested, suitable, and reliable Product safety and quality assurance programs, including a process to effectively and efficiently address recalls, as well as a product defense system that effectively and materially addresses intentional acts of contamination.
    5. Vendor has, and will continue to have, proper policies and procedures to ensure that history, application, location, and other relevant information reasonably required by Buyer and/or Soufflet in connection with the Products, including their Materials, can be clearly and properly traced or otherwise followed from their respective points of origin through all stages of production, processing, and distribution to their post-delivery locations. Vendor maintains complete and accurate records and legally prescribed documents in support of the foregoing and shall promptly provide the same to Buyer and/or Soufflet upon request or in accordance with any timelines communicated by Buyer to Vendor.
    6. Vendor complies with all human rights laws, including, without limitation, prohibitions on child labor, slavery, and human trafficking, in the countries in which it does business, and the producers or providers of any Materials comply with all human rights laws in the countries in which they do business.
    7. Vendor complies with all environmental laws and regulations in the countries in which it does business, and the producers and providers of any Materials comply with all environmental laws in the countries in which they do business.
    8. Vendor employs sustainable technologies and initiatives in connection with its business, operations, and processes, and the methods used to secure any and all Materials do not permanently damage or deplete natural resources.
    9. Vendor does not engage in any illegal practices related to the sourcing or production of Products or Materials.
    10. Vendor does not unlawfully discriminate, harass, or permit harassment against any person because of their race, color, religion, sex, age, sexual orientation, ancestry, creed, marital status, national origin, disability, veteran's status, or union activity.
    11. Vendor has and shall transfer good title to the Products to Buyer free and clear of any liens, adverse claims, or other encumbrances.

The above representations and warranties made by Vendor are in addition to, and shall not be construed as restricting or limiting any warranties of Vendor, express or implied, which are otherwise provided by law.

  1. Recalls. If any Products, because of a condition which exists at the time of delivery to Buyer (or which results from such condition), are the subject of a recall or safety notice initiated by Vendor, Buyer, or any government or consumer protection agency, Vendor shall be responsible for all reasonable costs and expenses associated with the recall or notice and shall reimburse Buyer, Soufflet, and its Affiliates for all reasonable costs and expenses incurred by Buyer, Soufflet, and/or its Affiliates in recalling, publishing notices about, shipping and/or destroying such Products (including any products with which such Products were packaged, consolidated, or commingled) at Buyer's net landed cost therefor, including refunds to customers. Upon learning or receiving notice of a credible claim or potential claim of a defect in, or tampering with, any Products, Vendor shall promptly notify Soufflet and, if appropriate, contact the relevant North American regulatory authority, and shall immediately conduct at its expense sufficient analyses of such Products to reliably determine the accuracy of such claim and the cause of any such defect or tampering. Buyer and Vendor shall assist each other in all reasonable ways to resolve any claims involving Products subject to a recall or safety notice.
  2. Risk of Loss. Cost allocation and risk of loss to Products shall pass from Vendor to Buyer at the Delivery Point. If not otherwise specified in the Purchase Order, then delivery of the Products from Vendor to Buyer shall be F.O.B. destination, freight prepaid and allowed.
  3. Vendor Audits. Buyer shall have the right to inspect and audit at all reasonable times Vendor's accounts and records pertaining to the Products and Vendor's performance under and compliance with the Order. Such right shall continue for a period of TWENTY-FOUR (24) months following the delivery and acceptance of the Products by Buyer. Vendor is obligated to retain such accounts and records for at least TWENTY-FOUR (24) months following delivery and acceptance of the Products by Buyer. Buyer shall similarly have the right to conduct on-site Vendor inspections and audits as Buyer deems necessary or appropriate. Vendor shall cooperate as necessary to accommodate such inspections.
  4. Taxes and Other Fees. Vendor shall pay or cause to be paid all taxes, fees, levies, penalties, licenses, charges, or interest imposed by any government authority ("Taxes") on or with respect to the Products prior to or at the Delivery Point. If either party is required to remit or pay Taxes that are the other party's responsibility under these Terms, then the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes shall furnish the other party with any documentation necessary to evidence such exemption.
  5. Termination for Convenience. Buyer reserves the right to cancel any underlying or controlling agreement or Order, in whole or in part, for its own convenience without cause at any time by giving Vendor written notice of such cancellation. Upon receipt of any such notice, Vendor shall: (a) immediately stop performance to the extent set forth in the notice, (b) cancel any orders or subcontracts pertaining to the Order to the extent set forth in the notice, (c) preserve and protect any Products or Materials purchased for or committed to the Order pending Buyer's instructions, (d) comply with Buyer's directions to terminate the delivery of Products, and (e) promptly use commercially reasonable efforts to minimize the amount of any third-party termination charges associated with any such cancellation. Buyer shall pay for Vendor's performance under the Order satisfactorily completed as of the date of receipt of Buyer's notice of cancellation, as substantiated by documentation satisfactory to and verified by Buyer, together with any third-party termination charges actually incurred (the "Cancellation Payment"). Under no circumstances shall Vendor be entitled to any prospective profits or damages because of such Buyer cancellation. The Cancellation Payment shall not exceed the price that would otherwise be payable to Vendor under the Order. Buyer shall not have any liability whatsoever related to cancellation of the Order beyond the Cancellation Payment.
  6. Termination for Cause.
    1. Default. Vendor shall be in default if Vendor: (i) breaches any provision of the Order or the Terms and fails to cure such condition within THREE (3) days following Vendor's receipt of notice from Buyer advising of the breach, or, if such condition is not reasonably capable of being cured within such time, fails to commence a cure during such THREE (3) day period and promptly and in a continuous fashion diligently pursue the cure; (ii) makes an assignment for the benefit of creditors or consents to or acquiesces to the appointment of a receiver, liquidator, fiscal agent, or trustee; or (iii) becomes insolvent or enters into a voluntary or involuntary bankruptcy or receivership (singularly and collectively, a "Default").
    1. Remedies. If Vendor is in Default, Buyer may, in its sole discretion, avail itself to any or all of the following remedies: (i) elect not to pay Vendor any amounts due for the purpose of setoff against and to the extent of Buyer's damages caused by Vendor's Default; (ii) terminate or suspend Vendor's performance under the Order, in whole or in part, effective immediately upon Vendor's receipt of Buyer's notice of termination/suspension; or (iii) pursue and enforce any and all other rights or remedies available to Buyer at law or equity.
    2. Wrongful Cancellation. Should a court or arbitrator determine that Buyer's alleged termination for cause was wrongful or otherwise improper, then Buyer's termination shall be deemed a termination for convenience.
  2. Title. Unless otherwise specified in the Purchase Order, ownership and title to the Products shall pass from Vendor to Buyer at the Delivery Point.
  3. Traceability. Vendor shall comply with all Soufflet traceability protocols in effect as of the date of the Order. No other traceability or coding protocols may be used without prior written agreement signed by an authorized representative of Soufflet. All product labels and documentation must be reviewed and approved by Soufflet's Quality Assurance department.
  4. Assignment. Vendor may not assign any of its rights or obligations under the Order and/or Terms without Buyer's prior written consent. Any attempted assignment of such rights or obligations without Buyer's prior written consent shall be void. Buyer, however, may assign, delegate, or transfer its rights and obligations under the Order and/or Terms, in whole or in part, to any Affiliate.
  5. Binding Effect. These Terms shall apply to and bind the successors and permitted assigns of the parties.
  6. Captions. All captions, titles, headings, and divisions are for purposes of reference and convenience only, and may not be construed to limit or affect the interpretation of the Terms.
  7. Change of Terms. Soufflet may change these Terms at any time by publishing the updated Terms to its Website. Vendor's written acceptance (including e-mail), receipt of any payment, commencement of any work, or shipment of all or any portion of Products in connection with an Order, whichever occurs first, shall constitute acceptance of the amended Terms.
  8. Confidentiality. Vendor shall: (a) maintain as confidential and proprietary all information provided by Buyer pursuant to or otherwise in connection with the Order ("Buyer's Information"); (b) not divulge or disclose any of Buyer's Information to third parties without prior written consent of Buyer; (c) not use any of Buyer's Information to the detriment of Buyer or to the benefit of third parties; and (d) return all of Buyer's Information to or as directed by Buyer upon termination or expiration of the Order or as otherwise requested by Buyer.
  9. Costs/Attorney Fees. Vendor agrees to compensate Buyer for all reasonable costs and expenses of any kind, including, without limitation, attorney, paralegal, and other professional fees, actually incurred and reasonably necessary in connection with any efforts by Buyer to enforce a right or obligation relating to an Order which take place outside of suit, action, arbitration, or other legal proceeding. In the event that a suit, action, arbitration, or other legal proceeding of any nature whatsoever is brought relating to an Order and/or these Terms, or any of the rights or obligations under an Order and/or these Terms, the prevailing party shall be entitled to recover from the losing party its reasonable attorney, paralegal, and other professional fees, as well as any and all other fees, costs, and expenses of any kind actually incurred and reasonably necessary in connection herewith, as determined by the judge or arbitrator at trial or other proceeding, and including such fees, costs, and expenses incurred in any appellate or review proceeding, or in collecting any judgment or award, or enforcing any decree rendered with respect thereto, in addition to all other amounts provided for by law.
  10. Drug-Free Workplace. Vendor understands that Buyer maintains a drug and alcohol-free workplace. Vendor covenants that Vendor has, and with respect to Vendor's agents, representatives, employees, and subcontractors, will implement and enforce Vendor's own policies and procedures to ensure maintenance of drug and alcohol-free workplaces at least in compliance with Applicable Law.
  11. Force Majeure. Buyer shall not be responsible for, and no liability shall result to Buyer in connection with, any delays in delivery or in performance which result from any circumstances beyond Buyer's immediate and reasonable control, including, without limitation, carrier delays, foreign or domestic embargoes, seizures, acts of God, insurrections, wars, adoption or enactment of any new laws, ordinances, or regulations, fires, floods, explosions, strikes, pandemic or epidemic events, extraordinary currency devaluations, taxes or custom duties, or any other similar events or contingencies.
  12. Further Assurances. Vendor shall, upon request, execute and deliver such additional documents as may be necessary or convenient for the purpose of evidencing or perfecting any rights or interests arising under the Order or these Terms.
  13. Governing Law and Venue. Soufflet's global headquarters are located in Nogent-sur-Seine, France, with operating subsidiaries around the world, including the United States of America. These Terms shall be construed and enforced according to the laws of the STATE OF WASHINGTON, UNITED STATES OF AMERICA notwithstanding any conflict-of-law principle that might implicate the laws of any other jurisdiction governing the same. The United Nations Convention for the International Sale of Goods shall not apply to these Terms or any Order.
  14. Merger. These Terms constitute the entire agreement between Buyer and Vendor pertaining to the Order, Purchase Order, and Products and supersede any prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, except as specifically set forth herein.
  15. Modification. No change, modification, or amendment of these Terms shall be effective unless made via separate written agreement signed by authorized representatives of both Buyer and Vendor. Each such change, modification, or amendment shall apply only to the specific Order to which the change, modification, or amendment relates and shall not apply to any future Order.
  16. Notices. Any notice to Buyer in connection with any Order shall be in writing and delivered to the Buyer's Contact as listed on the Purchase Order, with a copy to Soufflet, Attn: Chief Legal Officer, Quai du Général Sarrail, 10400 Nogent-sur-Seine, France. All notices to Buyer shall be delivered via overnight courier requiring a signature for delivery, or received by Registered or Certified Mail, postage prepaid, return receipt requested.
  17. Customer Service. In the event that Customer encounters any issues, has questions, or requires assistance, they agree to promptly contact the designated customer service department. Customer commits to making a good faith effort to resolve any concerns through communication with the customer service department before pursuing other avenues of resolution.
  18. Relationship. Vendor is an independent contractor and no past relationships or course of dealings between Vendor and Buyer shall affect Vendor's status as an independent contractor. Any and all persons engaged by Vendor in connection with the Order shall be deemed to be Vendor's agents or employees and not Buyer's agents or employees. Neither Buyer nor Vendor shall have the right or authority to assume or create any obligation of any kind, express or implied, on behalf of the other.
  19. Set Off. Buyer, Soufflet, and/or its Affiliates shall have the right at all times to set off any amount owing to or from Vendor under the Order, or pursuant to any other agreement with Vendor.
  20. Severability. If any provision becomes or is found to be illegal, unenforceable, void, or voidable, then such clause or provision shall be modified to the extent necessary to make it legal and enforceable. If modification of such provision is not possible, then it shall be severed from the remainder of the Order and/or Terms so that the remainder may remain in full force and effect.
  21. Social Responsibility. Vendor shall employ the highest ethical, human rights, social responsibility, and sustainability principles in connection with its business, operations, and processes, and in its selection and use of subcontractors, suppliers, and material providers. Vendor acknowledges that it is committed to implementation of stringent environmental standards and to utilization of sustainable technologies and initiatives, with the goals of reducing environmental impacts and protecting natural resources from permanent damage or depletion. Vendor shall provide Soufflet, upon request, with documentation to support this commitment.
  22. Survival. Any provisions of these Terms which by their nature are intended to survive termination, expiration, cancellation, or completion of an Order (including, without limitation, Confidentiality, Indemnification, Representations and Warranties, Vendor Audits, Further Assurances, and Survival) shall survive and continue as valid and enforceable obligations notwithstanding termination, expiration, cancellation, or completion of the Order.
  23. Time. Time is of the essence with respect to any and all provisions which specify a deadline for performance.
  24. Use of Funds. Vendor shall not use any funds received under the Order for any purpose prohibited by Applicable Law, including, without limitation, the U.S. Foreign Corrupt Practices Act or equivalent laws in Canada and Mexico. Vendor agrees not to pay any commission, fee, or rebate to any employee of Buyer, nor favor any employee of Buyer with gifts or entertainment of significant cost or value.
  25. Waiver. No waiver by Buyer of any breach shall be deemed to be a waiver of any other or any subsequent breach, whether or not similar, nor shall such waiver constitute a continuing waiver unless expressly provided. The failure of Buyer to exercise or enforce any provision shall not constitute a waiver of the provision and shall not preclude or prejudice such party from later enforcing or exercising the same, or any other, provision.