The following provisions set forth the terms and conditions on which Manova Partners LLC sells its products.
1. Terms of Sale: Purchase of any products sold by Manova Partners LLC shall be subject to and expressly limited by, the terms and conditions contained herein. No changes to, waiver of, or addition to any of these, terms and conditions shall be effective unless agreed to in writing and signed by Manova Partners LLC. Client acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Client and, except for delivery and billing addresses, and quantities prices and items ordered, any conflicting or additional terms are void and have no effect, but that Client may place orders by use of purchase orders and other documentation for its convenience purposes only. Notwithstanding the foregoing, Manova Partners LLC reserves the right at any time to amend these terms and conditions, and publish the most recent version of this document on its website at www.breadlosangeles.com for viewing by its clients. Client shall be deemed to accept such amended terms and conditions by ordering products herein offered after the date of such amendment.
4. Prices: All pricing quotes or brochures indicating product prices are firm for 30 days. Due to unforeseen fluctuations in the price of ingredients in recent years, Manova Partners LLC reserves the right to change the prices and specifications of its products at any time without notice.
5. Payment: Payment terms are net 7 days from date of invoice. Credit card payments will not be accepted without prior approval from Manova Partners LLC. Client’s obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any commissions, abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. Balances remaining unpaid at due date are subject to an interest charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until paid. Any discounts, rebates, administrative fees, credits, or other fees taken by Client or its agents, representatives, or intermediaries will remain payable and the responsibility of the Client, unless otherwise agreed between Client and Manova Partners LLC. All billing disputes must be made by Client within 24 hours of the invoice date, or will be deemed to be waived. If Manova Partners LLC agrees with the billing dispute, Manova Partners LLC will credit Client the amount of the agreed-upon billing dispute. Manova Partners LLC reserves the right in its sole discretion to extend credit, modify the payment terms, or require prepayment from any Client at any time and may refuse to sell and/or withhold further shipment until all overdue balances are made current. Client shall be liable for, and shall reimburse Manova Partners LLC for all costs and expenses it may incur in connection with collection of any amounts owed to Manova Partners LLC or enforcement of its rights, including, without limitation, reasonable attorneys’ fees and expenses, court costs, and cost of collection agencies.
6. Proof of Delivery: Manova Partners LLC will provide signed proof of delivery upon request provided Client has an agent receiving the goods delivered to a mutually agreed person or location. Manova Partners LLC may charge a service fee to offset its administrative costs if excessive proofs of delivery are requested. In absence of any receiving agent/representatives, Client hereby agrees to consider the goods delivered upon presentation of pertinent documents such as invoices, statements, etc. and promises to settle such invoices in a timely manner without requiring additional proof of delivery.
7. Return Policy: Product returns are subject to the following conditions:
All claims must be made within 24 hours of the delivery date
Credits for returned goods are issued conditioned upon Manova Partners LLC’ inspection and approval of such returns including return of products shipped in error
All returns are subject to a 25% handling charge, if not disputed within 24 hours
Certain products are not eligible for return credit. These are: i) Products that have deteriorated because of improper handling, abuse, or other factors by Client. ii) Special products made to Client’s specification. If Manova Partners LLC determines, in its discretion, that any returned goods are not eligible for return due to any of the reasons provided above, Client will not receive a credit.
8. Warranty: Manova Partners LLC makes no representation or warranty of any kind, expressed or implied, with respect to any products provided or ingredients used by Manova Partners LLC, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Client must instead, inform its clients of any risks in consuming such products, including dairy products, olives, walnuts, raisins, and other ingredients used in manufacturing specialty items. In addition products distributed but not manufactured by Manova Partners LLC are not warranted by Manova Partners LLC and Client must instead inform its clients of any risks in consuming such products and rely on the representations and warranties, if any, provided directly to Client by the manufacturer of such products and ingredients. All warranties for perishable products shall expire as of product invoicing date plus 24 hours. Manova Partners LLC’ warranty shall not apply if a product is not stored, maintained and used in accordance with applicable local food maintenance rules recommended or mandated by local health authorities and Manova Partners LLC.
9. Miscellaneous: These terms and conditions bind Client and its successors and assigns. Manova Partners LLC will use its reasonable efforts to fill orders, but Manova Partners LLC shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies or judicial bodies, discontinuation of a product line, acts of God or third parties, infringement claims, or other causes beyond its reasonable control. Client agrees that in such events Manova Partners LLC may allocate products among all purchasers as it deems reasonable, without liability. Manova Partners LLC reserves the right from time to time to substitute a product with a product that has the same function as such product, or to discontinue a product. The products are sold subject to California law. These terms and conditions and any dispute or claim relating to them or the sale of products (“Claim”) shall be governed by and construed under California law, notwithstanding its law of conflicts of law. Manova Partners LLC shall promptly deliver written notice or verbal, followed by written, notice of any recall of products. Should the recall require products be removed from the market, Manova Partners LLC shall, to the extent reasonably possible and at Manova Partners LLC’ option, replace any such recalled products as soon as practicable with comparable products not subject to such recall. Client may not change, adulterate, obscure, remove or deface trademarks, trade names or labels appearing on any product of Manova Partners LLC. Manova Partners LLC shall not in any event be liable to Client for any indirect, incidental, special, punitive or consequential damages (including any damage for lost profits), or otherwise arising out of or in connection with furnishing of products, or the performance, use of, or inability to use any products, whether based in contract, warranty, tort, including, without limitation, negligence, or any other legal or equitable theory. Manova Partners LLC’ total liability for any claim or action shall not exceed the purchase price of the products out of which such claim or action arose. Any required notices shall be given in writing, in the case of Manova Partners LLC, at the address set forth above, and in the case of Client, at the address designated on Client’s purchase order or to such other address as either party may substitute by written notice to the other and shall be deemed given upon personal delivery, overnight delivery or three days following deposit in the mail.