Legal Salmon Agreement

LEGAL SALMON AGREEMENT

This Legal Salmon Agreement ("Agreement") is entered into as of between Supplier Name: , Address: (hereinafter "Supplier"), and Buyer Name: , Address: (hereinafter "Buyer").

RECITALS

WHEREAS, Supplier is engaged in the business of harvesting, processing and supplying salmon and represents that it possesses the necessary permits, facilities, and expertise to supply salmon that meets the specifications set forth herein; and

WHEREAS, Buyer desires to purchase from Supplier, and Supplier desires to sell to Buyer, specified quantities and qualities of salmon on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the salmon supplied under this Agreement shall comply with applicable fisheries laws, food safety standards, and the specifications agreed by the parties.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Product" means salmon of the species and form specified in the applicable Purchase Order and the Specifications. 1.2 "Specifications" means the written product specifications agreed by the parties and included in Schedule A. 1.3 "Delivery Date" means the date or dates for delivery specified in the Purchase Order.

2. PURCHASE AND SALE

2.1 Sale. Subject to the terms of this Agreement, Supplier shall sell and Buyer shall purchase the Product in the quantities and at the prices set forth in Purchase Orders issued by Buyer and accepted by Supplier.

2.2 Purchase Orders. Each Purchase Order shall specify: species (e.g., Atlantic, Pacific): ; form (e.g., whole, fillet): ; quantity (kilograms): ; requested delivery date(s): .

3. SPECIFICATIONS, QUALITY AND INSPECTION

3.1 Specifications. Supplier shall supply Product that conforms to the Specifications attached and to any reasonable industry standards for grade, size, freshness, and temperature at delivery. The Specifications are a material part of this Agreement.

3.2 Inspection. Buyer shall have the right to inspect Product at delivery and reject non-conforming Product. Rejected Product shall be returned to Supplier at Supplier's expense unless otherwise agreed. If disputes arise, the parties shall engage an impartial laboratory for testing; the laboratory's written determination shall be final and binding absent manifest error.

4. PRICE & PAYMENT

4.1 Price. Price per kilogram: . Prices are exclusive of applicable taxes, duties, and third-party charges unless otherwise stated in a Purchase Order.

4.2 Payment Terms. Unless otherwise agreed in writing, Buyer shall pay undisputed invoices within days of invoice. Late payments shall accrue interest at a rate of .

5. DELIVERY, TITLE AND RISK OF LOSS

5.1 Delivery. Delivery terms shall be the location specified in the Purchase Order. Supplier shall pack and label Product in accordance with Buyer’s reasonable instructions and applicable law.

5.2 Title and Risk. Title and risk of loss shall pass to Buyer in accordance with the agreed Incoterm set forth in the Purchase Order; absent an Incoterm, risk and title pass on physical delivery to Buyer’s carrier at Supplier’s premises.

6. WARRANTIES

6.1 Supplier Warranty. Supplier warrants that at the time of delivery the Product: (a) conforms to the Specifications; (b) is fit for human consumption; (c) has been handled, stored and transported in accordance with applicable food safety and sanitary requirements; and (d) is free from liens and encumbrances. These warranties survive inspection and acceptance.

6.2 Exclusive Remedies. In the event of breach of the warranties in Section 6.1, Supplier shall, at its option and expense, replace non-conforming Product or refund the purchase price for such Product. These remedies constitute Buyer’s exclusive remedies for breach of the warranties set forth in this Agreement.

7. COMPLIANCE WITH LAW

Supplier represents and warrants that it shall at all times comply with applicable fisheries, environmental, food safety, labor, and export laws and regulations. Supplier shall maintain all licenses and permits necessary to harvest, process and sell the Product. Buyer may require reasonable documentation evidencing compliance.

8. INDEMNITY AND INSURANCE

8.1 Indemnity. Supplier shall indemnify, defend and hold harmless Buyer and its affiliates from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) breach of Supplier's warranties; (b) Supplier’s negligence or willful misconduct; or (c) Supplier's failure to comply with applicable law.

8.2 Insurance. Supplier shall maintain product liability, marine cargo (if applicable), and general commercial liability insurance with limits reasonably acceptable to Buyer and shall provide certificates of insurance upon request.

9. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond the party’s reasonable control, including but not limited to severe weather, natural disaster, epidemics, governmental action, or embargo ("Force Majeure Event"). The affected party shall notify the other promptly and use commercially reasonable efforts to mitigate the delay. If a Force Majeure Event continues for more than days, either party may terminate affected Purchase Orders upon written notice.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Agreement Date and continue for a period of year(s) unless earlier terminated in accordance with this Agreement.

10.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after days' written notice specifying the breach.

11. CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any non-public information obtained under this Agreement, including pricing, volumes, and technical specifications, except as required by law. Confidential information shall not include information that becomes public through no fault of the receiving party.

12. NOTICES

All notices permitted or required under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below or to such other address as a party may designate in writing. Notices shall be sent by certified mail, national courier, or hand delivery and shall be effective upon receipt.

13. AMENDMENTS, WAIVER, COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to its conflicts of law rules.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

14.3 Entire Agreement. This Agreement, including referenced Schedules and accepted Purchase Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to an affiliate or successor in connection with a sale of substantially all of its assets.

15.2 Relationship. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

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