FarmDeliver Food Producer Agreement

All sellers participating in the FarmDeliver multivendor marketplace agree to the following terms and conditions unless otherwise stated or removed in a separate, signed agreement:

  1. The role of FarmDeliver is to provide transportation, handling, and delivery of certain products of Producer as described in Orders Lists and standing order agreements.  The terms and conditions set forth herein (“Agreement”) constitute the entire agreement between the parties. The Agreement cannot be amended except by a writing executed by both parties.
  2. Producer represents and warrants that it can and shall provide to FarmDeliver the product(s) in a condition and manner that complies with any and all applicable regulations, requirements and licensing, and standard practices regarding food or product safety and satisfaction.
  3. At all times, Producer shall maintain liability insurance coverage.
  4. FarmDeliver may reject Producer’s product following reasonable inspection if the product does not meet these requirements. In the event FarmDeliver reasonably rejects Producer’s product, Producer shall either promptly replace the product or the Order shall be cancelled and any monies shall be promptly refunded.
  5. In the event that Producer is unable to fill an order after an Order is executed because, including but not limited to, the product is unavailable, unsafe or unsatisfactory, Producer shall refund the price paid for the undelivered product.
  6. FarmDeliver shall deliver Producer’s product in a manner and condition that maintains food quality and safety. In the event that a product is lost or damaged during delivery by FarmDeliver, FarmDeliver shall either refund the customer any monies paid or replace the product at its own expense.
  7. FarmDeliver is not responsible and shall not be liable for any complaint by a customer that Producer’s product is unsatisfactory. Upon receipt of such a complaint, FarmDeliver may provide Producer’s contact information to customer in order for Producer to handle the complaint directly.
  8. In the event of foodborne illness allegations, FarmDeliver shall not be liable to the customer, Producer, or any other party unless it is determined that the foodborne-illness agent originated in the product after handoff from the producer to FarmDeliver, as a result of improper refrigeration in a FarmDeliver facility or due to prolonged exposure to high temperatures within the delivery package and if the degree of temperature and amount of exposure time are proven to have caused the foodborne illness. In the event of foodborne illness allegations, Producer, FarmDeliver, FarmDeliver’s Driver, and any other associated parties shall agree to a fair and methodical investigation to trace the origins of the illness and determine responsibility, enlisting the help of a third party if necessary.
  9. At any time, Producer or FarmDeliver may terminate this Agreement. Such termination must be in writing.  In the event Producer terminates this Agreement, Producer shall be responsible for either filling or refunding any outstanding Orders. In the event FarmDeliver terminates this Agreement, FarmDeliver shall be responsible to deliver product pursuant to any outstanding Orders.
  10. FarmDeliver shall not be liable for any loss of or damage to product or for any delay in delivery caused by any circumstances outside the control of FarmDeliver or the act or default of Producer.  Each party shall defend, indemnify, and hold the other party harmless for any loss, damage, expense or cost caused by an act or default of the other party.
  11. This Agreement, and the parties' rights and obligation hereunder, shall not be assigned by one party without the informed written consent of the other party.
  12. All notices, requests, demands, payment, and other communications required by this Agreement shall be delivered by email or certified/registered mail at the addresses listed below or to such other addresses any party may designate in writing pursuant to this section.
  13. FarmDeliver and Producer agree to engage in good-faith efforts to resolve any disagreement arising out of, or in connection with, this Agreement through early negotiation. Should the parties fail to resolve any such disagreement within thirty (30) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, may be submitted to Arbitration in Ada County, Idaho and in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
  14. If it is determined that any of the provisions of this Agreement are invalid or unenforceable, the remainder of the provisions of this Agreement shall not be affected and shall be given full effect, without regard to the invalid or unenforceable portions.
  15. Each party acknowledges that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement will be interpreted against either party because such party or its legal representative drafted such provision.
  16. This Agreement and any applicable modification shall be governed, construed, and enforced in accordance with the laws of the State of Idaho without regard to its conflict of laws principles. Any action or proceeding by either party to enforce, or otherwise arising out of, this Agreement and any applicable modification shall be brought only in any state or federal court, or arbitration forum, located in the state of Idaho, county of Ada.
  17. If any party breaches this Agreement the breaching party shall be responsible for payment of all reasonable attorney's fees and costs incurred while enforcing the terms of the Agreement. In the event of any dispute over the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred.