Seafood Sales Contract

Seafood Sales Contract

This Seafood Sales Contract ("Contract") is entered into as of by and between Seller Name: , with principal place of business at Seller Address: , and Buyer Name: , with principal place of business at Buyer Address: . Seller and Buyer are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Seller is engaged in the harvesting, processing and sale of seafood products, including but not limited to fish, shellfish and other marine products; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, certain seafood products under the terms and conditions set forth in this Contract; and

WHEREAS, the Parties intend for the goods sold hereunder to comply with applicable food safety, labeling and transportation requirements and to be subject to the inspection and acceptance procedures described below.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Goods" means the seafood items described in Section 2. 1.2 "Delivery" means the transfer of Goods to the Delivery Location specified by Buyer in Section 4. 1.3 "Business Day" means any day other than a Saturday, Sunday, or a day on which banks are closed in the governing jurisdiction.

2. GOODS; QUANTITY; SPECIFICATIONS

Seller agrees to sell and Buyer agrees to purchase the following Goods pursuant to the terms of this Contract:

Goods shall conform to the species description, grade and weight tolerances agreed upon above and shall be handled, processed and packed in accordance with industry standards and applicable law. Seller shall provide certificates of origin and harvest/processing records upon request.

3. DELIVERY; TITLE; RISK OF LOSS

3.1 Delivery Date(s): Delivery shall occur on or about , subject to availability and Sections 11 (Force Majeure) and 12 (Inspection). Specific delivery windows and any staggered shipments shall be set forth in scheduling notices exchanged between the Parties.

3.2 Delivery Location: . Buyer shall be responsible for offloading at Delivery Location unless otherwise agreed in writing.

3.3 Title and Risk of Loss: Title to and risk of loss for the Goods shall pass from Seller to Buyer upon transfer to the carrier at Seller's dock (FOB Seller's facility) unless the Parties have expressly agreed otherwise in writing. Notwithstanding passage of title, Seller retains the right to require Buyer to pay for Goods not accepted as a result of Buyer’s breach.

4. INSPECTION; ACCEPTANCE; REJECTION

Buyer shall inspect the Goods promptly upon receipt. Buyer shall have Business Days from receipt to notify Seller in writing of any nonconformity. Failure to provide timely notice shall constitute irrevocable acceptance of the Goods except for latent defects not discoverable upon reasonable inspection.

If Goods are rejected for nonconformity, Seller shall, at Seller's option and expense, replace nonconforming Goods or refund the purchase price for such Goods within a commercially reasonable time. Claims for damages or loss arising from rejected Goods shall be limited in accordance with Section 8 (Limitation of Liability).

5. PRICE; PAYMENT TERMS

5.1 Contract Price: The purchase price for the Goods shall be as set forth in Section 2 and any subsequent written confirmations. Unit prices are exclusive of taxes, duties, freight and packing unless otherwise stated.

5.2 Late Payment: Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Buyer shall be responsible for collection costs and attorneys' fees incurred by Seller in collecting past-due amounts.

6. WARRANTIES; DISCLAIMER

6.1 Seller Warranties: Seller warrants that at the time of delivery the Goods shall conform to the agreed specifications, shall be free from material contamination, shall have been handled and processed in compliance with applicable food safety and labeling laws, and shall be fit for human consumption unless otherwise expressly stated in writing.

6.2 DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6.1, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

Seller shall indemnify, defend and hold harmless Buyer and its affiliates, officers and employees from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Seller's breach of warranty, negligence, or willful misconduct, including any claim relating to foodborne illness or contamination attributable to Seller's handling, processing or packing of the Goods. Buyer shall indemnify Seller for claims arising from Buyer's handling, storage or resale of the Goods in a manner that breaches this Contract or applicable law.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or Seller's breach of the express warranties in Section 6.1, neither Party shall be liable to the other for special, consequential, incidental or punitive damages, including lost profits. Seller's aggregate liability for all claims arising out of or related to this Contract shall not exceed the total amount actually paid by Buyer to Seller for the specific shipment giving rise to the claim.

9. COMPLIANCE; RECORDS; TRACEABILITY

Seller shall comply with applicable laws, regulations and industry standards relating to harvesting, handling, processing, packaging and labeling of seafood. Seller shall maintain records sufficient to document origin, harvest/processing dates and chain-of-custody of Goods for a period of at least years and shall provide such records to Buyer upon reasonable request.

10. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other Party that is marked or otherwise reasonably understood to be confidential; provided that this obligation shall not apply to information that is publicly available, independently developed, or required to be disclosed by law.

11. FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform its obligations (other than payment obligations) under this Contract to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, floods, storms, fishing closures, pandemics, government action, labor disputes, or shortages of fuel or transportation; provided the affected Party gives prompt written notice to the other Party and uses commercially reasonable efforts to resume performance.

12. TERMINATION

This Contract may be terminated by either Party upon material breach by the other Party that remains uncured thirty (30) days after written notice. Termination shall be without prejudice to any remedies available for breaches occurring prior to termination.

13. NOTICES

All notices required or permitted under this Contract shall be in writing and sent to the addresses below (or such other address as a Party may designate in writing) by certified mail, courier, or email with confirmation of receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Contract may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law: This Contract shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

15.2 Entire Agreement: This Contract, together with any written schedules, confirmations or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations and agreements.

15.3 Severability: If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that effectuates the original intent.

ADDITIONAL TERMS

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