TriEst Terms and Conditions of Purchase

These Supplier Terms and Conditions (“Supplier Terms”) govern the relationship between TriEst Ag Group, Inc., a Delaware corporation (“Company”), and its suppliers, which include, but are not limited to, suppliers of goods or services and contractors (hereafter, “Supplier”). By becoming a Supplier to Company, Supplier hereby acknowledges and agrees that by registering as a Supplier, any and all purchase(s) made by Company, and any and all service(s) accepted by Company, shall each confirm Supplier’s acknowledgement and acceptance to be governed by these Supplier Terms.

  1. Order of Precedence. These Supplier Terms govern Company’s purchase of goods and services and supersede any inconsistent or additional terms contained in Supplier’s quotations, acknowledgments, invoices, or other communications, unless expressly agreed to in a written agreement signed by authorized representatives of both parties. Company’s acceptance of goods or services, payment, or other performance does not constitute acceptance of Supplier’s additional or different terms. If the parties enter into a separate written agreement that expressly supersedes these Supplier Terms, that agreement shall control with respect to the goods or services covered by it, and these Supplier Terms shall apply to all matters not addressed therein.
  2. Compliance with Laws:  Supplier shall comply with all applicable federal, state, and local laws and regulations in the performance of the Goods and Services. Supplier shall maintain all licenses, permits, and approvals required to perform its obligations and shall conduct its business in an ethical manner, including compliance with applicable anti-corruption, trade compliance, labor, environmental, and workplace safety laws. Supplier shall promptly notify Company of any material violation of this Section that could affect Supplier’s ability to perform under these Supplier Terms. A material violation of this Section shall constitute a material breach of these Supplier Terms.
  3. Delivery Requirements; Time is of the Essence: Time is of the essence with respect to Supplier’s performance under this Purchase Order. Supplier shall deliver all Goods and perform all Services in strict accordance with the delivery dates, quantities, specifications, and other requirements set forth in this Purchase Order. If Supplier fails to timely deliver the Goods or Services, or fails to comply with any requirement of this Purchase Order, Company may, without limiting any other rights or remedies available at law or in equity, cancel all or any portion of this Purchase Order, refuse acceptance of any nonconforming Goods or Services, or reject and return such Goods to Supplier at Supplier’s sole cost and expense, including all transportation, freight, insurance, handling, and related charges. Company’s acceptance of a partial shipment shall not obligate Company to accept any subsequent shipment, nor shall it waive Company’s right to reject or return any previously accepted Goods that are later determined to be nonconforming. Title to and risk of loss for the Goods shall remain with Supplier until the Goods are delivered to the destination specified by Company in accordance with DDP (Delivered Duty Paid) Incoterms® 2020, accepted by Company, and unloaded at the designated delivery location. If Company rejects any Goods, title to and risk of loss for such rejected Goods shall immediately revert to Supplier, and Supplier shall bear all costs and risks associated with the return, replacement, or disposal of the rejected Goods.
  4. Inspection; Acceptance; Rejection. Company may inspect or test the Goods at any reasonable time before or after delivery. If, within thirty (30) days after opening, the Goods are found to be defective or otherwise not in conformity with the applicable Purchase Order, Company shall promptly notify Supplier. The parties shall cooperate in good faith to determine an appropriate remedy, which may include replacement, repair, credit, refund, return of the Goods at Supplier’s expense, or such other commercially reasonable remedy as the parties may agree. Acceptance of or payment for the Goods, or any delay in providing notice, shall not waive Company’s rights or remedies for nonconforming Goods, including the right to recover damages or enforce Supplier’s indemnification obligations.
  5. Packaging; Shipping; Freight. Supplier shall package the Goods to prevent damage during transit and comply with all applicable carrier and regulatory requirements. Unless the applicable Purchase Order expressly provides otherwise, all packing, boxing, crating, freight, insurance, cartage, and other shipping charges shall be prepaid by Supplier and included in the purchase price, and no separate charges shall be invoiced to Company. If the Purchase Order designates freight as a separate charge or specifies other shipping terms, Supplier shall ship and invoice in accordance with the applicable Purchase Order.
  6. Pricing; Invoicing; Payment: Supplier shall submit invoices to Company only after the applicable Goods have been delivered or the Services have been satisfactorily performed, unless otherwise specified in the applicable Purchase Order. Payment shall be due thirty (30) days after Company’s receipt of a correct and undisputed invoice, unless a different payment term is stated in the applicable Purchase Order. Company may withhold payment of any disputed amounts until the dispute has been resolved and may suspend future purchases or performance under this Purchase Order without liability during the pendency of such dispute. Company shall have the right to deduct, offset, or recoup from any amounts otherwise due to Supplier any amounts owed by Supplier to Company, whether arising under this Purchase Order or otherwise, to the fullest extent permitted by applicable law. Supplier shall not increase prices or impose any surcharge, fee, tariff-related charge, fuel surcharge, shipping charge, or any other additional charge not expressly set forth in the applicable Purchase Order without the prior written approval of an authorized representative of Company. Any unauthorized charge shall be null and void and shall not be payable by Company. Nothing in these Supplier Terms or any Purchase Order shall be construed as obligating Company to purchase any minimum quantity of Goods or Services, granting Supplier any exclusivity, or creating any minimum purchase commitment. Company may purchase Goods or Services from other suppliers at its sole discretion.
  7. Taxes: Supplier agrees to pay all taxes now or hereafter imposed by law upon or on account of the production, sale, shipment or use of any goods covered under this Purchase Order and Supplier agrees to indemnify Company against and reimburse it for any expenditures it may be required to make on account of Supplier’s failure to pay such taxes and other governmental charges.
  8. Warranties:  Supplier represents and warrants to Company and its customers that all Goods furnished under this Purchase Order shall: (a) be new, unless otherwise approved in writing by Company; (b) be of merchantable quality; (c) be free from defects in design, workmanship, and materials; (d) strictly conform to all applicable specifications, drawings, samples, descriptions, statements of work, and other requirements provided or approved by Company; (e) be fit for their intended purpose where such purpose is known or reasonably apparent to Supplier; (f) be safe for their intended use; (g) comply with all applicable laws, regulations, and industry standards; (h) be free and clear of all liens, security interests, encumbrances, and other third-party claims; and (i) not infringe or misappropriate any patent, trademark, copyright, trade secret, or other intellectual property or proprietary right of any third party. If any Goods fail to comply with the foregoing warranties or any requirement of this Purchase Order, Company may, in addition to any other rights or remedies available at law or in equity, reject or revoke acceptance of the Goods, require Supplier to promptly repair or replace the Goods, receive a refund or credit, return the Goods at Supplier’s expense, or pursue any other commercially reasonable remedy. Company may also cancel all or any portion of the applicable Purchase Order without liability for Supplier’s breach. Supplier shall defend, indemnify, and hold harmless Company, its affiliates, customers, and their respective officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any breach of this warranty; (ii) defective or nonconforming Goods or Services; or (iii) any actual or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret, or other intellectual property or proprietary right. These warranties are cumulative, survive inspection, testing, acceptance, payment, and use of the Goods, and are in addition to all warranties and remedies available under applicable law. No inspection, acceptance, payment, or failure to discover a defect shall limit Supplier’s obligations or Company’s rights or remedies.
  9. Force Majeure:  Neither party shall be liable for any delay or failure to perform its obligations under this Purchase Order to the extent caused by events beyond its reasonable control and not reasonably foreseeable or avoidable through the exercise of due diligence, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, governmental action, embargo, or interruption of transportation or utilities (“Force Majeure Event”). A Force Majeure Event shall not excuse Supplier’s payment obligations, increased costs of performance, labor shortages or disputes within Supplier’s reasonable control, inability to obtain financing, or the failure of Supplier’s subcontractors or suppliers unless such failure is itself caused by a qualifying Force Majeure Event that could not reasonably have been mitigated. The affected party shall promptly notify the other party, use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable, and keep the other party reasonably informed of its status. If a Force Majeure Event continues for more than thirty (30) consecutive days, or is reasonably expected to do so, Company may cancel the affected Purchase Order, in whole or in part, without liability and procure substitute goods or services from another source. Company may also cancel any delayed deliveries unless it elects to extend the delivery schedule.
  10. Confidential Information: Supplier may receive confidential or proprietary information belonging to the Company. Supplier agrees not disclose it to any third party without written permission and to protect it with reasonable care. These obligations survive termination of the relationship. Supplier shall return or destroy confidential information upon request.
  11.  On-Site Services; Safety. To the extent Supplier performs Services on Company property, a Company customer’s property, or any other location designated by Company (each, a “Work Site”), Supplier shall: (a) perform the Services in a safe, professional, and workmanlike manner and take all reasonable precautions to protect persons and property from injury, damage, or loss arising from Supplier’s acts or omissions; (b) comply with all applicable laws, regulations, permits, and recognized safety and environmental standards, including OSHA where applicable; (c) comply with all reasonable health, safety, security, and site rules communicated by Company or the Work Site owner; (d) properly handle, store, transport, and dispose of all hazardous materials brought to or generated at the Work Site and provide current Safety Data Sheets (SDSs) as required by law; (e) immediately notify Company of any accident, injury, property damage, environmental release, regulatory inspection, or other unsafe condition relating to the Services and cooperate fully in any investigation or corrective action; (f) maintain all licenses, permits, certifications, and training required to perform the Services; and (g) promptly correct any unsafe condition or noncompliance caused by Supplier at Supplier’s expense. Supplier shall be responsible for, and shall defend, indemnify, and hold harmless Company, its affiliates, and the owner or operator of the applicable Work Site from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to bodily injury, death, or damage to real or personal property caused by the negligent acts or omissions or willful misconduct of Supplier or its employees, agents, or subcontractors in connection with the Services. Company may suspend the Services or require Supplier to remove any of its personnel from a Work Site if Company reasonably determines that Supplier has created an unsafe condition or materially violated this Section, without relieving Supplier of its obligations under this Purchase Order.
  12. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO SUPPLIER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS PURCHASE ORDER OR THE GOODS OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. The foregoing limitations and exclusions shall not apply to, or limit, Supplier’s obligations or liabilities arising from or relating to: (a) Supplier’s indemnification obligations under this Purchase Order; (b) Supplier’s breach of its confidentiality obligations; (c) Supplier’s infringement or misappropriation of any intellectual property or other proprietary rights of a third party; (d) fraud or fraudulent misrepresentation; (e) Supplier’s willful misconduct or gross negligence. Nothing in this Section shall be construed to limit Company’s right to recover direct damages or to exercise any other rights or remedies available under this Purchase Order, at law, or in equity.
  13. Insurance Requirements: Prior to performing any Work or providing any Goods or Services under a Purchase Order, Supplier shall procure and maintain, at its own expense, insurance coverage with financially sound insurers licensed to do business in the applicable jurisdiction and with coverage limits no less than those set forth below, unless otherwise approved in writing by Company. Supplier shall provide Company with a current Certificate of Insurance (“COI”), together with all required endorsements, as a condition of Supplier registration and prior to commencing any Work. Updated certificates shall be provided upon renewal of coverage or upon Company’s request. Certificates of Insurance shall be sent to:

Beth Mineau, Risk Manager

TriCal Group of Companies

Email: bmineau@tricalgroup.com

Phone: (310) 650-3220

TriEst Ag Group, Inc.

Attn: Customer Service

1101 Industrial Boulevard

Greenville, NC 27835

At a minimum, Supplier shall maintain the following insurance coverage:

Commercial General Liability

  • $1,000,000 Each Occurrence
  • $2,000,000 General Aggregate

Commercial Automobile Liability

  • $1,000,000 Combined Single Limit

Workers’ Compensation and Employers’ Liability

Statutory Workers’ Compensation coverage as required by applicable law

Employers’ Liability:

  • $1,000,000 Each Accident
  • $1,000,000 Disease – Each Employee
  • $1,000,000 Disease – Policy Limit

Supplier’s Commercial General Liability policy shall include the following endorsements:

  • Additional Insured: TriEst Ag Group, Inc., together with its parent companies, affiliates, subsidiaries, directors, officers, employees, and agents.
  • Waiver of Subrogation: In favor of TriEst Ag Group, Inc., its parent companies, affiliates, subsidiaries, directors, officers, employees, and agents, where permitted by law.
  • Supplier shall ensure that all insurance policies remain in full force and effect throughout the term of the Work and shall provide at least thirty (30) days’ prior written notice to Company of any cancellation, non-renewal, or material reduction in coverage, except where a shorter notice period is mandated by the insurer.

The insurance requirements set forth herein are minimum requirements only and shall not limit or satisfy Supplier’s liability or obligations under this Purchase Order. Depending on the nature of the Goods or Services, Company may require additional insurance coverages, higher limits, or specific endorsements, including but not limited to Professional Liability (Errors and Omissions), Cyber Liability, Umbrella/Excess Liability, Pollution Liability, or Product Liability insurance.

  1. Governing Law and Venue: This Purchase Order and any dispute, claim, or controversy arising out of or relating to this Purchase Order or the Goods or Services provided hereunder shall be governed by, construed, and enforced in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Purchase Order or any transaction between the parties. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Mecklenburg County, North Carolina, for the resolution of any action, suit, or proceeding arising out of or relating to this Purchase Order, and each party irrevocably waives any objection based on improper venue, forum non conveniens, or lack of personal jurisdiction in such courts. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Mecklenburg County, North Carolina, for the resolution of any action, suit, or proceeding arising out of or relating to this Purchase Order, and each party irrevocably waives any objection based on improper venue, forum non conveniens, or lack of personal jurisdiction in such courts.
  2. Assignment and Subcontracting: Supplier shall not assign, delegate, transfer, subcontract, or otherwise convey any of its rights or obligations under this Purchase Order, whether voluntarily, by operation of law, merger, change of control, or otherwise, without the prior written consent of Company. Any attempted assignment or subcontract in violation of this Section shall be null and void. No approved subcontracting or assignment shall relieve Supplier of any obligation or liability under this Purchase Order. Supplier shall remain fully responsible for the acts and omissions of its subcontractors, agents, and representatives as though they were the acts and omissions of Supplier.
  3. Independent Contractor: Supplier is and shall remain an independent contractor. Nothing contained in this Purchase Order shall be construed to create any partnership, joint venture, agency, fiduciary, franchise, or employment relationship between Company and Supplier. Supplier shall have no authority to bind Company or incur any obligation on Company’s behalf. Supplier shall be solely responsible for the direction and control of its employees and for all compensation, payroll taxes, benefits, workers’ compensation, unemployment insurance, and other obligations relating to its personnel.
  4. Publicity: Supplier shall not, without Company’s prior written consent, issue any press release or public announcement regarding this Purchase Order or use Company’s name, trademarks, logos, trade names, service marks, or any reference to Company or its affiliates in advertising, promotional materials, customer lists, case studies, websites, social media, or other public communications. Any permitted use shall comply with Company’s branding requirements and may be revoked at any time upon written notice.
  5. Data Privacy and Information Security: To the extent Supplier collects, accesses, receives, stores, processes, transmits, or otherwise handles Company Confidential Information or personal information on Company’s behalf, Supplier shall implement and maintain administrative, technical, and physical safeguards that are no less than industry-standard and are designed to protect such information against unauthorized access, use, disclosure, alteration, or destruction. Supplier shall comply with all applicable data protection and privacy laws and shall promptly, and in no event later than forty-eight (48) hours after discovery, notify Company in writing of any actual or suspected security incident, data breach, or unauthorized disclosure involving Company information. Supplier shall cooperate fully with Company in investigating, mitigating, and remediating any such incident.
  6. Ethics; Trade Compliance; Supplier Code of Conduct: Supplier represents and warrants that it conducts its business in accordance with the highest standards of ethical business conduct and in compliance with all applicable anti-corruption, anti-bribery, trade compliance, sanctions, labor, human rights, environmental, and competition laws. Supplier shall comply with Company’s Supplier Code of Conduct, as amended from time to time and made available to Supplier, to the extent applicable to the Goods or Services provided under this Purchase Order. Upon Company’s reasonable request, Supplier shall certify its compliance with this Section and provide supporting documentation. Any material violation of this Section shall constitute a material breach of this Purchase Order.
  7. Survival: Any provision of this Purchase Order that by its nature is intended to survive expiration, cancellation, completion, or termination shall survive, including, without limitation, provisions relating to payment obligations, warranties, indemnification, confidentiality, intellectual property, records retention and audit rights, data privacy and information security, compliance with laws, limitation of liability, governing law, dispute resolution, and any other rights or obligations that are intended to survive or are necessary to give effect to the parties’ respective rights and obligations.
  8. Entire Agreement: This Purchase Order constitutes the entire agreement between the parties regarding the Work, and supersedes all prior written and oral agreements, understandings or authorizations concerning the subject matter hereof, and any term and condition included on invoices, work orders, or other documentation, that conflicts with terms.  Any attachments, exhibits, specifications, statements of work, or documents expressly incorporated by reference into this Purchase Order are incorporated herein and made a part of this Agreement. If any provision of these terms is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the terms. No provision of these Supplier Terms and no breach of any provision of these Supplier Terms will be deemed waived by reason of any previous waiver or breach of such provision.