Default Foreign Purchase Order
Last Updated September 2025
2. This Purchase Order (“P.O.” or “Order”) is the contract between Buyer and Supplier for the purchase of the merchandise (“Merchandise”) listed above, at the prices and upon the terms and conditions herein. All communications to Buyer regarding this P.O. shall be by email to Supplier’s primary Buyer contact. The term “Supplier” refers to the above-referenced Supplier and all entities affiliated with Supplier through common ownership or control. The term “Buyer” refers to the above-referenced Buyer and all entities affiliated with Buyer through common ownership or control. The term “Authorities” refers to all federal, state, and local agencies of the United States and other governments. The term “Law(s)” refers to any and all applicable federal, state and local laws, regulations and ordinances of the country where the Merchandise is sold and where the Merchandise and its components are produced including, without limitation, those laws concerning human trafficking, slavery, and forced, prison and child labor. The term “Shipping Unit(s)” refers to cartons, drums, trays, bundles or pallets. The term “Packing Unit(s)” refers to cans, jars, bottles, bags, packages, boxes or other individual packing units.
3. TERMS AND CONDITIONS.
Regarding the purchase and sale of the Merchandise, this P.O., Buyer’s Foreign Supplier Onboarding Package, Buyer’s Supplier Code of Conduct (the latter two of which Supplier must separately review and acknowledge), and, as applicable, the Service Level Agreement and Schedule of Fees, are the only binding agreements between the parties and there are no other agreements, promises, terms, conditions, obligations, warranties, or representations between the parties. The terms and conditions of this P.O. expressly exclude any of Supplier’s terms and conditions of sale or any other document issued by Supplier in connection with this Order. Any reference to a Supplier quotation or proposal on the face of the P.O. will not be deemed to incorporate any provisions of Supplier’s quotation or proposal which are inconsistent or in conflict with any provision set forth in this Order or any pre-printed provisions contained in Supplier’s quotation or proposal, which provisions are all here expressly excluded. Buyer reserves the right to modify the quantity(ies) and Requested Ship To Date, as hereinafter defined, on this P.O. To the extent the terms in Section 1 contradict any of the terms in Sections 2-18 of this P.O., the terms of Section 1 shall control.
Unless Supplier refuses this P.O. by notice to the Buyer, sent by e-mail (with confirmed receipt) within five (5) Business Days (defined as Monday through Friday, EST, unless such day is a legal, federal holiday in the United States) of the date of this P.O., this P.O. shall be deemed accepted by and binding on Supplier. In accepting this P.O., Supplier further accepts the item(s), quantity(ies), pricing, and Requested Ship To Date(s) listed on this P.O. Except as may be required by Law, the terms and conditions of this P.O. are confidential information and may not be disclosed by either party to third parties without the prior written consent of the other party.
4. REQUIRED DOCUMENTS.
A. Supplier shall furnish all of the following to Buyer by e-mail to [email protected] in accordance with the requirements set forth below:
1) Not later than forty eight (48) hours before the Merchandise is loaded on the vessel, all 10+2 ISF Forms for U.S. Customs filing purposes: (a) Manufacturer’s name and address; (b) Supplier’s name and address; (c) Buyer’s name and address; (d) Ship to name and address; (e) Container stuffing location name and address; (f) Consolidator (container stuffer) name and address; (g) Country of Origin; (h) Harmonized Tariff Schedule number (“HTSUS”) (first six-digits only); (i) Container number; and (j) Bill of Lading number.
2) An approved FDA Form 2541, Food Canning Establishment Registration, and, as applicable, Form 2541a, Food Process Filing For All Methods Except Low-Acid Aseptic, prior to the manufacturing of the Merchandise if: (a) a new product; (b) a new manufacturing plant facility; or (c) a change in processing of a product.
3) Not later than two (2) days after the Merchandise is loaded on the vessel: (a) a copy of the signed commercial invoice; (b) a copy of the Packing List; (c) a copy of the Express, Seaway or Ocean Bill of Lading (“B/L”); (d) Certificate of Origin; and (e) Certificate of Analysis. On all B/Ls, Merchandise is to be consigned to Buyer.
B. In addition, Supplier shall send by e-mail to [email protected] within five (5) days after the Merchandise is loaded on a vessel so that each of the following is received by Buyer not less than five (5) days prior to the arrival of the Merchandise: (a) the original B/L (if issued); (b) a signed commercial invoice in English, in duplicate, satisfying all Authorities’ requirements, including product description and price, net and drained weight in pounds and ounces, the month, day and year of production, can dimensions, packer’s name, address, country of origin, U.S. Food and Drug Administration (“FDA”) Food Canning Establishment (“FCE”) number, S.I.D. number (where applicable), FDA Bioterrorism Registration number with product name corresponding to the information on the P.O., with plant’s name, address and product name corresponding to the information on the label and invoice, all as registered with the FDA; (c) a list of production codes listed exactly as they appear on each of the Packing Units and the Shipping Units with an explanation of and the Merchandise applicable to each production code, batch code and any other code used; (d) a Certificate of Origin; (e) a Certificate of Analysis for the batch or batches included in the shipment; (f) Health/Sanitary Certificate; (g) a packing list in English, specifying the number of Shipping Units, number of Packing Units, gross weight and cubic measurements of each of the Shipping Units and Packing Units; and, IF APPLICABLE: (h) a copy of the HACCP Certificate as applicable to each product; (i) an original signed NOAA Form 370 and Captain’s Statement for Tuna (as required by U.S. Customs and Border Protection (“Customs” or “CBP”)); (j) an original signed/stamped Veterinary Certificate (as required by the United States Department of Agriculture); (k) if Merchandise is shipped on wood pallets, a statement certifying that the pallets have been treated in accordance with Customs regulations, are properly marked, are free from bark and live plant pests; and (l) certification that products are compliant with the Lacey Act (Paragraphs 3 A. and 3 B. collectively, the "Required Documents").
C. If any of the Merchandise arrives without Buyer’s having received the Required Documents, Supplier shall be responsible for any and all extra costs incurred by Buyer, including, without limitation, any bank charges and demurrage, whether or not Buyer, in its sole and absolute discretion, does or does not take possession of the Merchandise. All Required Documents must satisfy Buyer’s and Authorities’ requirements.
5. PACKING AND MARKING.
Supplier shall pack and mark the Merchandise so that on at least two (2) sides of each Shipping Unit, the following is clearly indicated in English in accordance with Buyer’s carton marking instructions and specifically including: (a) a scannable bar code and the Item and Lot/Batch Number(s) indicated on this P.O.; (b) the number and weight of each Packing Unit; (c) the brand and description of the Merchandise; and (d) the country of origin. Unless the Merchandise is packed under Supplier’s brand, neither Supplier’s nor packer’s name shall appear on any of the Shipping Units, Packing Units or labels. Each Packing Unit must be production, and lot/batch coded in accordance with the FDA and Buyer’s requirements, and those codes shall be shown on the outside of each Shipping Unit. If the production code of any of the Packing Units is covered by the label, the label must indicate the Lot/Batch Number. Labels must be printed in accordance with Buyer’s requirements as furnished and approved by Buyer. All Merchandise must be packed in BPA-free packaging. For Merchandise packed in tins, tins must be welded and not soldered. Each Shipping Unit shall be sufficiently strong to protect the Merchandise during subsequent, repeated road and rail shipments, and warehouse handling.
Buyer will not be responsible for more than one hundred twenty (120) days of inventory (the “Packaging Inventory”) of labels and/or packaging (e.g., cans, bottles, pouches, etc., and collectively, the “Merchandise Packaging”) purchased by Supplier. Days of Packaging Inventory shall be calculated based on the latest forecast provided by Buyer to Supplier, or, if no such forecast exists, then on the previous twelve (12) months of Buyer’s purchases of Merchandise from Supplier. In the event Supplier requests a change in Merchandise Packaging, Supplier shall bear all associated costs. In the event the Merchandise Packaging is no longer usable, for any reason whatsoever, Supplier shall bear all expenses beyond one hundred twenty (120) days of Packaging Inventory. Supplier shall not dispose of any Merchandise Packaging without Buyer’s written consent.
6. SHIPMENT.
Merchandise must be delivered as a complete shipment unless installments are specified or approved by Buyer in advance and in writing. Buyer’s acceptance of all Merchandise is subject to Buyer’s verification of contents and count. All containers must be sealed with Customs-Trade Partnership Against Terrorism program (“C-TPAT”) complaint security seals, ISO/PAS 17712. All containers must be braced and blocked at the end. If Supplier is responsible for delivery of Merchandise to Buyer’s warehouse, Supplier must make a delivery appointment no less than forty-eight (48) hours in advance of delivery.
7. DELAYS IN SHIPMENT.
If shipment of the Merchandise will be late for any reason (a “Late Shipment”), Supplier shall notify Buyer, by email with confirmed receipt, as soon as possible, but in any event, before the requested shipment date (the “Requested Ship To Date”) set forth in this P.O. No Merchandise may be shipped after the Requested Ship To Date without Buyer’s written consent. For each Late Shipment, Supplier shall be subject to Buyer’s Schedule of Fees, found at https://rolandfoods.com/site/schedule-of-fees. Notwithstanding the foregoing, Buyer may modify the Requested Ship To Date at any time upon ten (10) Business Days’ notice to Supplier. If Buyer fails to instruct Shipment, Supplier shall e-mail Buyer, ten (10) Business Days prior to the last permitted Requested Ship To Date, a demand for shipping instructions; unless Buyer instructs otherwise, the Requested Ship To Date shall be extended automatically until four (4) weeks after Buyer’s receipt of such demand.
8.REPRESENTATIONS AND WARRANTIES.
Supplier represents and warrants that: (a) each shipment has the quantity and quality of Merchandise specified in the commercial invoice; and (b) the Merchandise: (i) is good, sound and merchantable, fit for its intended purpose and for ordinary purposes for which such Merchandise is to be used, and is in compliance with Buyer’s specifications; (ii) is fit for human consumption, free from chemical and microbial contaminants, foreign materials and injurious matter, and free from defects in design, material and workmanship; (iii) is not adulterated, contaminated, misbranded, mislabeled, or unsafe within the meaning of all Laws; (iv) is from the latest pack and best quality, unless specifically set forth otherwise in this P.O., is comparable to samples approved by Buyer, is equal to or better than previous Merchandise sold to Buyer, is not spoiled or stale, has a minimum of seventy-five percent (75%) of its remaining shelf-life, and is not aged beyond any other guaranty and/or safety-related expiration date applicable to such Merchandise; (v) is free and clear of all liens, encumbrances and security interests, and Supplier has the right to transfer good and merchantable title to the Merchandise; (vi) does not infringe upon the intellectual property rights of any third parties; and (vii) shall remain as represented and warranted for at least three (3) years from the date the Merchandise is received by Buyer at Buyer’s warehouse or, if shipped directly to a customer of Buyer, at Buyer’s customer’s location. Supplier will not change any ingredient or any process with respect to the Merchandise without Buyer’s prior written permission. Supplier has supply chain security practices and procedures that meet the minimum-security criteria for foreign manufacturers established by C-TPAT.
9. COMPLIANCE WITH LAWS AND SUPPLIER CODE OF CONDUCT.
A. Supplier further represents and warrants that the Merchandise: (1) is manufactured, packed, labeled, warehoused and shipped (collectively “produced”) in compliance with, and satisfies in all respects, Buyer’s and Authorities’ requirements, including, without limitation: (i) all Laws; (ii) Buyer’s Foreign Supplier Onboarding Package; and (iii) Buyer’s Supplier Code of Conduct found at https://rolandfoods.com/site/supplier-code-of-conduct; and (2) is permitted to be introduced into intrastate, interstate and international commerce. Buyer reserves the right to send one or more of its authorized employees or representatives to inspect, during Supplier’s regular business hours and with reasonable advance notice, those portions of Supplier’s facilities at which the Merchandise subject to this Purchase Order is produced, stored, or handled.
B. (1) Supplier further represents and warrants that Supplier shall continue to maintain supply chain security practices and procedures that meet the C-TPAT minimum security criteria that CBP has established for foreign manufacturers. Supplier shall periodically review its security procedures, on a yearly basis at a minimum and more frequently as circumstances may require. Buyer may audit all pertinent books and records of Supplier and conduct on-site inspections of Supplier’s facilities as Buyer reasonably believes necessary to verify Supplier’s compliance with C-TPAT security criteria. Supplier shall provide Buyer with access to all of Supplier’s books, records and facilities reasonably necessary to conduct such audits. Buyer shall advise Supplier of any corrective actions that Buyer reasonably believes Supplier must take to maintain compliance with relevant C-TPAT minimum security criteria and Supplier shall implement those corrective measures within a time frame agreed upon by Supplier and Buyer. Supplier shall promptly notify Buyer of any security breaches or lapses at Supplier’s facility.
(2) Supplier shall communicate applicable C-TPAT security criteria to its supply chain business partners, including subcontractors, carriers, consolidators, trucking companies, warehouses, brokers, and other logistics services providers. Supplier shall verify that its supply chain business partners have documented security procedures in place that comply with the security criteria of C-TPAT. Supplier agrees that it shall work with its business partners to ensure they take all necessary corrective actions to maintain compliance with the supply chain security criteria of C-TPAT or an equivalent World Customs Organization (“WCO”)-accredited program, as applicable. Supplier shall maintain, and make available for Buyer’s review, documentation showing that its business partners are in compliance with applicable security criteria of C-TPAT or an equivalent program.
10. NON-PERFORMANCE.
Notwithstanding any provision to the contrary contained in this P.O., in the event of: (a) non-shipment; (b) late shipment (beyond the Requested Ship To Date); (c) failure of timely submission of required documents; (d) non-conformity of any or all of the Merchandise with any term of this P.O.; or (e) any action of the Authorities that detains, rejects, fails to release, embargoes, seizes, recalls, or otherwise prevents Buyer from distributing or selling some or all of the Merchandise freely, Buyer shall have the right to all damages provided by law and in equity, including but not limited to, at Buyer’s sole option: (i) to refuse acceptance of and/or payment for the Merchandise; (ii) to require Supplier to either (x) replace any portion of the affected batch as requested by Buyer (the “Unsellable Merchandise”) at no cost to Buyer, or (y) reimburse Buyer for the cost to replace the Unsellable Merchandise; (iii) to require Supplier to reimburse Buyer for all direct and indirect costs borne by Buyer as a result of non-performance as described in this Section 10; and (iv) to cancel any remaining shipment(s) under this P.O. and any other P.O. between Buyer and Supplier.
11. PRICING.
Supplier represents and warrants to Buyer that the price of the Merchandise does not exceed Supplier’s price to another customer.
12. INCREASE IN DUTY.
Any increase after the date of this P.O. in the dollar amount of U.S. duty or import tax (an “Increase”) on the Merchandise resulting from an increase in the rate of duty or tax, a change in the valuation of the Merchandise, a reclassification of the Merchandise, or otherwise, shall, if the Merchandise has been loaded on the vessel by the Requested Ship To Date, be paid by Buyer. If such Increase occurs after the Merchandise is loaded on the vessel but before the Requested Ship To Date, Buyer and Supplier shall share equally up to ten percent (10%) of any Increase. Any Increase greater than ten percent (10%) shall either be paid by Supplier, or Supplier shall cancel this P.O. If such Increase occurs after the Requested Ship To Date, Supplier shall pay the entire Increase.
13. INDEMNITY AND INSURANCE.
Supplier shall indemnify and hold harmless the Buyer, its affiliates, any and all shareholders, members, managers, directors, officers, employees, legal representatives, customers, authorized persons, agents, and their successors and assigns, from and against any and all demands, claims, actions, proceedings, recalls, seizures, judgments, awards, losses, expenses, fees, including reasonable attorneys’ fees, liabilities, and damages (collectively, the “Claims”) arising from or in any way pertaining to the Merchandise, except to the extent that the Claims were the direct result of Buyer’s gross negligence. To the extent product liability insurance is available in Supplier’s country, Supplier shall purchase and maintain a product liability insurance policy insuring against liabilities assumed under this P.O., that shall meet or exceed the following criteria: (a) minimum limits of USD 1,000,000.00 per occurrence and USD 2,000,000.00 general aggregate for damages, injury and death to persons and/or injury to property with a deductible not to exceed. USD 5,000.00; (b) issued by a responsible insurance company; and (c) naming Buyer as an additional insured under the policy. Supplier shall evidence such insurance coverage by delivering an insurance certificate to Buyer.
14. CONTENT AND PROPRIETARY RIGHTS.
Supplier shall not have the right to sell or use for any other party: (a) recipes, formulas, processes, product concepts and nutritional and other material and/or information furnished by Buyer (collectively, the “Content”) or (b) trademarks, service marks, trade names, copyrights, designs, photographs, art, slogans, mottos, labels, or any other intellectual property (collectively, the “Proprietary Rights”), all of which Content and Proprietary Rights are and shall remain the sole and exclusive property of Buyer for all purposes worldwide. Supplier understands that the trade name used by Buyer and the trademarks, service marks, trade names, trade dress, copyrights, designs, and any other intellectual property owned by Buyer are used by Supplier only under license. Supplier agrees that it will not sell or otherwise distribute products manufactured pursuant to the Purchase Order and containing trademarks, trade names, trade dress, copyrights, designs, or any other intellectual property of Buyer to anyone other than Buyer without Buyer’s prior written approval. Under no circumstances, including, without limitation, Buyer’s non-performance pursuant to Section 10, shall Supplier sell or otherwise dispose of the Merchandise until Supplier gives Buyer proof sufficient to Buyer that the Content and Proprietary Rights have been removed from the Merchandise and its packaging.
15. CERTAIN PRODUCT REQUIREMENTS.
All grains and rices must be fumigated in accordance with Buyer’s instruction. Two-kilogram plastic kegs containing Merchandise must be individually wrapped in clean, clear plastic bags and sealed prior to shipment. Suppliers selling tuna labeled as “Dolphin Safe” must be certified by and in compliance with all requirements of the Earth Island Institute and furnish evidence of compliance to Buyer.
16. INDEPENDENT CONTRACTOR.
Supplier is an independent contractor and will not act as, or be regarded as, a partner, co-venturer, joint employer, representative, agent or employee of Buyer. Supplier is solely responsible for any and all taxes and insurances, including income and employment taxes and workers’ compensation insurance for its personnel, and agrees to indemnify, defend and hold harmless Buyer, any and all shareholders, members, managers, directors, officers, employees, legal representatives, customers, authorized persons, agents, and their successors and assigns, from and against any and all claims, liabilities, losses, damages, actions and expenses (including attorneys’ fees) in connection with, arising out of, or relating to any challenges to Supplier’s independent contractor status. As an independent contractor, Supplier has no authority to control the activities or operations of Buyer, and the activities and operations of Buyer, are at all times, subject to the control and direction exclusively of Buyer’s representatives, directors, managers, and officers.
17. NOTICE.
Unless otherwise specified in this P.O., any notice required or permitted to be given hereunder shall be sufficient if in writing, and if sent by any internationally-recognized courier service providing for receipt of delivery, at the address for Supplier and Buyer first set forth above or to such other address as the parties may specify, in writing, from time to time, or e-mail to Supplier’s primary Buyer contact and to Supplier at the e-mail address known to Buyer, each with confirmation of receipt. Any notice sent in accordance with the provisions of this Section 17 shall be deemed received upon receipt or within five (5) Business Days of sending, whichever is sooner.
18. MISCELLANEOUS.
This P.O. shall be binding upon Buyer and Supplier, and their respective successors and permitted assigns. Except as expressly set forth in this P.O., this P.O. may not be modified except in a writing, signed by the parties which specifically references this P.O. The captions in this P.O. are for convenience of reference only and shall not define or limit any of the terms hereof. The parties acknowledge that a breach of this P.O. may cause irreparable harm and damage to Buyer. Buyer shall be entitled to enjoin any actual or threatened violation of this P.O. In addition to injunctive relief, Buyer may recover damages, in accordance with Buyer’s Schedule of Fees, for any loss caused by any violation of this P.O. This Section 18 shall not be construed as a waiver of any other rights which the Buyer may have for damages or other relief. If any provision of this P.O. is found by a court of competent jurisdiction to be legally invalid or unenforceable: (a) the validity and enforceability of the remainder of this P.O. shall not be affected thereby; (b) such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law; and (c) such provision shall be valid, enforceable, and enforced in its modified form. This Agreement has been entered into and shall be governed, construed, and interpreted pursuant to and in accordance with the laws of the State of New York, U.S.A., without regard to its conflicts of law or choice of law rules or principles. Any action regarding this P.O. shall be commenced and maintained exclusively in New York, New York, U.S.A. This P.O. shall not be assigned by either party without the prior written consent of the other party. The parties represent that the individuals issuing and accepting this P.O. are authorized to do so on behalf of that party.