Effective Date: 9/24/2025
Company: Pensacola Food Supply, 607 New York Dr, Pensacola, Florida. (“Seller”, “We”, “Us”)
Buyer: the person or entity purchasing goods (“Buyer”, “You”).

These Terms & Conditions (the “Terms”) govern all sales of food products (including frozen, refrigerated, and packaged product) by Seller to Buyer. Orders placed by Buyer are offers subject to acceptance by Seller. Acceptance occurs when Seller confirms the order in writing or ships products.

2.1 Prices: Product prices are those quoted by Seller at the time of order confirmation. Seller may correct obvious pricing errors.
2.2 Taxes: Buyer is responsible for all sales, use, excise, and other taxes.
2.3 Minimum Orders & Availability: Seller may set minimum order sizes and reserves the right to decline or cancel orders due to inventory limits, supply shortages, or quality issues.

2.4 Prices subject to change without warning.

3.1 Payment: Unless otherwise agreed in writing, payment is due as follows:
• Buyer/Consumers: Credit card at time of order.
3.2 Late Payments: Overdue amounts accrue interest at 1.5% per month (18% annual) or the maximum allowed by law, plus collection costs. Seller may suspend shipments for delinquent accounts.
3.3 Credit Approval: Seller may require credit approval and change credit terms at any time.

4.1 Shipping Instructions: Seller will ship to the delivery address Buyer provides. Buyer must provide clear delivery instructions and be reachable for scheduling.
4.2 Risk & Title: Title and risk of loss transfer as follows:
• If Buyer arranges carrier: risk transfers to Buyer upon pickup by the carrier.
• If Seller arranges carrier: risk transfers to Buyer upon delivery to Buyer’s delivery address and Buyer’s acceptance (or carrier receipt if Buyer is absent).
Seller may offer alternate Incoterms or shipping arrangements in writing.
4.3 Carrier Fees & Delays: Buyer is responsible for carrier charges and any extra fees resulting from redirects, storage, or failed deliveries caused by Buyer.

5.1 Delivery Window: Delivery dates are estimates. Seller is not liable for delays due to carrier issues, weather, or force majeure.
5.2 Inspection at Delivery: Buyer (or its agent) must inspect shipments immediately upon delivery. For perishable/frozen goods, Buyer should note visible damage on the carrier’s delivery receipt and retain all packaging.
5.3 Acceptance: Unless Buyer gives written notice of claim as required in Section 6, delivered goods are deemed accepted.

6.1 Visible Damage/Tampering: Buyer must note visible damage or signs of tampering on the carrier receipt and notify Seller within 24 hours of delivery. Take and keep photos of packaging, temperature logs (if any), and product.
6.2 Concealed Damage: Claims for concealed damage (not reasonably discoverable on inspection) must be made in writing within 48 hours of delivery with supporting evidence.
6.3 Rejection Procedure: Do not dispose of damaged product (unless directed). Seller may instruct return or disposal. Seller may require inspection by Seller or a third party.
6.4 Remedies: Upon timely substantiated claim, Seller will at its option replace product, issue a credit, or refund the purchase price. Seller is not liable for lost business, consequential damages, or claims arising from Buyer’s failure to follow storage/handling instructions.

7.1 Buyer Responsibility: Buyer is responsible for proper storage, temperature control, and handling from the time risk transfers. Cold-chain integrity is essential for frozen/refrigerated meat; Buyer must maintain recommended temperatures.
7.2 Temperature Excursions: Seller is not responsible for product spoilage or safety issues caused by improper storage or temperature excursions after risk transfer, unless caused by Seller’s demonstrable mishandling prior to transfer.

8.1 Compliance: Seller warrants that products shipped meet applicable USDA/FDA labeling and food safety requirements at time of shipment.
8.2 Allergens: Buyer must review product labels for allergen information. Seller will use reasonable efforts to label known allergens but is not liable for undisclosed cross-contact.

9.1 Cooperation: In the event of a recall, Seller will notify Buyer promptly and provide instructions. Buyer agrees to cooperate, quarantine affected lots, and follow Seller’s directions.
9.2 Indemnity: Buyer shall indemnify Seller for claims arising from Buyer’s failure to follow recall instructions or continued distribution after notice.

10.1 Limited Warranty: Seller warrants that products shipped conform to the product specifications provided at the time of sale and are fit for normal consumption if stored/handled per Seller’s instructions.
10.2 DISCLAIMER: EXCEPT AS EXPRESSLY STATED ABOVE, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

To the maximum extent permitted by law, Seller’s total liability for any claim arising out of or related to these Terms or the products shall not exceed the amount actually paid by Buyer to Seller for the affected shipment. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Buyer shall defend, indemnify, and hold Seller harmless from claims, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of Buyer’s negligence, misuse, storage/handling failures, distribution, or breach of these Terms.

Buyer shall not withhold payment or set off any sums unless agreed in writing. Seller may suspend deliveries, cancel orders, and pursue collections for unpaid invoices.

Seller is not liable for delays/failures due to causes beyond its control (acts of God, pandemics, strikes, supplier failures, transportation disruptions, recalls, government action, severe weather). Seller may allocate scarce products among customers.

Each party shall treat confidential business information as confidential. Seller may retain Buyer data for invoicing, traceability, and regulatory compliance.

Buyer may not assign orders or rights under these Terms without Seller’s written consent. Seller may assign to affiliates or successor entities.

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles. Exclusive venue for disputes is the state or federal courts located in [County], Florida.

Notices to Seller shall be sent to: Pensacola Food Supply LLC, 607 New York Dr 32505, pensacolafoodsupply@gmail.com. Notices to Buyer shall use Buyer’s billing contact.

If any provision is unenforceable, the remainder remains in effect. These Terms, and any order confirmations, are the entire agreement and supersede prior promises.

By placing an order or accepting delivery, Buyer acknowledges it has read, understood, and accepted these Terms