TERMS & CONDITIONS

Effective Date: 11/01/2025

These Terms and Conditions (“T&Cs”) govern the purchase and sale of dairy products (“Products”) between Oceanside Dairy LLC, a wholesaler of dairy products (“Seller”), and the buyer (“Buyer”). By purchasing Products from Seller, Buyer agrees to be bound by these terms.

1. Definitions
   
   1. “Seller” refers to Oceanside Dairy LLC, the supplier of dairy products.
   2. “Buyer” refers to any entity or individual purchasing Products from Seller.
   3. “Products” refers to the dairy products provided by Seller, including but not limited to milk and whey proteins, cheese, butter, and other dairy-based items.
   4. “Agreement” means these Terms and Conditions, together with any applicable Purchase Orders, confirmations, and written amendments or addenda agreed to in writing by both parties, which collectively govern the purchase and sale of Products between Seller and Buyer.
   5. “Invoice” means the written or electronic document issued by Seller to Buyer that specifies the Products sold, quantities, prices, payment terms, and other relevant transaction details in accordance with this Agreement.
2. Orders
   
   1. All orders placed by Buyer are subject to acceptance by Seller. Orders may be placed via Purchase Order by email, phone, online platform, etc.
   2. Seller reserves the right to refuse any order or adjust quantities based on availability, at its sole discretion.
   3. Orders shall be deemed accepted only upon written confirmation by Seller or upon shipment of Products, whichever occurs first.
3. Pricing and Payment Terms
   
   1. Product prices will be specified in the Buyers’ written Purchase Order at the time of order and accepted by Seller.
   2. Payment is due no later than 30 days from the invoice date unless other arrangements are agreed to by both parties.
   3. Late payments may incur interest at a rate of 12% per annum or the maximum permitted by law, whichever is lower.
   4. All payments shall be made in US Dollars, by ACH or Wire Transfer, unless otherwise agreed in writing.
4. Delivery and Risk of Loss
   
   1. Delivery of Products will be made to the location specified in Buyer’s Purchase Order.
   2. Risk of loss or damage to Products passes to Buyer upon delivery to the shipping carrier unless otherwise agreed to by both parties.
   3. Unless otherwise agreed, deliveries are made FCA Seller’s warehouse (Incoterms 2020).
   4. Delivery dates are estimates only. Seller is not liable for delays except those caused by Seller’s gross negligence or willful misconduct.
5. Returns and Claims
   
   1. Buyer must inspect all Products immediately upon receipt and notify Seller of any discrepancies, damages, or defects within 14 days for quality/specification claims; 5 days for quantity shortages or visible damage, unless otherwise agreed in writing.
   2. Seller will only accept returns of Products if they are defective, damaged, or fail to meet agreed standards, subject to verification by Seller.
   3. Products returned without prior authorization from Seller may not be accepted and Buyer is responsible for return shipping costs.
6. Product Specifications and Testing
   
   1. Products shall conform to specifications agreed in writing between parties, as documented in Purchase Orders and confirmed by Seller’s Certificate of Analysis (CoA). Seller shall provide a CoA with each shipment. Testing disputes shall be resolved by submitting samples to a mutually agreed independent laboratory, with costs split equally unless results show material deviation from specifications, in which case the non-conforming party bears costs.
7. Product Quality and Compliance
   
   1. [Seller warrants that Products are of acceptable quality and comply with all applicable laws and regulations, including those related to food safety.
   2. Seller does not provide any further warranties, including merchantability or fitness for a particular purpose.
   3. Seller warrants that Products will conform to the specifications set forth in the applicable Certificate of Analysis and Purchase Order. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.
8. Product Recalls
   
   1. In the event of a product recall, Seller shall promptly notify Buyer and coordinate recall procedures. Seller shall bear costs of recalls caused by Seller’s manufacturing defects or non-compliance. Buyer shall bear costs of recalls caused by Buyer’s handling, storage, or use. Both parties agree to cooperate fully in recall activities.
9. Indemnity
   
   1. Buyer agrees to indemnify and hold harmless Seller from any claims, damages, or losses arising from Buyer’s use or resale of the Products, including claims related to product defects, food safety, or third-party infringement.
   2. Seller agrees to indemnify and hold harmless Buyer from claims arising directly and from Seller’s negligence or defective manufacturing.
10. Confidentiality
    
    1. Both parties agree to keep confidential any proprietary or confidential information shared in the course of their relationship, including pricing information, trade secrets, and other sensitive data, except as required by law or court order.
    2. This obligation shall survive for 2 years.
11. Termination
    
    1. Buyer may terminate in the event of Seller’s breach or extended non-delivery. Otherwise, Buyer has no right to terminate without the agreement of the Seller.
    2. Seller may terminate this Agreement immediately if Buyer becomes insolvent, files for bankruptcy, or otherwise fails to meet payment obligations.
12. Limitation of Liability
    
    1. Seller’s liability for any claim arising out of this Agreement shall not exceed the total amount paid by Buyer for the Products that gave rise to the claim.
    2. In no event shall Seller be liable for any indirect, incidental, or consequential damages, including lost profits.
    3. These limitations apply to the fullest extent permitted by law, and survive termination of this Agreement.
13. Force Majeure
    
    1. Neither party shall be held liable for failure to perform any obligations under this Agreement due to circumstances beyond their reasonable control, including but not limited to natural disasters, pandemics, government actions, labor strikes, or supply chain disruptions. The affected party shall notify the other within three days of the event.
14. Governing Law and Dispute Resolution
    
    1. This Agreement shall be governed by and construed in accordance with the laws of the state of California, USA.
    2. Any disputes arising from this Agreement shall be resolved through mediation or binding arbitration under the rules of the American Arbitration Association (AAA) in California, USA. The arbitration shall be conducted before a single arbitrator in Orange County, California. The decision shall be final and binding.
15. Entire Agreement
    
    1. These T&Cs constitute the entire understanding between the parties and supersede all prior or contemporaneous agreements, representations, or understandings.

14. Amendments
    
    1. Seller may amend these Terms and Conditions at any time updating them on the website and providing written notice to Buyer. Any such amendments will be effective immediately upon posting or as specified in the written notice and apply to any orders placed after such amendment.
    2. Material amendments require Buyer’s written acknowledgment to become effective.

15. Severability
    
    1. If any provision of these T&Cs is deemed invalid or unenforceable by a court of law, the remainder of the Agreement shall remain in effect.

16. Overdue balances accrue a finance charge of 1.25% per month (15% per annum), or the maximum rate allowed by law, whichever is less. Customer is responsible for all collection costs, including attorneys’ fees. Oceanside Dairy, LLC reserves the right to suspend shipments or modify credit terms on past-due accounts.

By purchasing Products from Seller, Buyer acknowledges and agrees to be bound by these Terms and Conditions.

Contact Information
For any questions or clarifications, Buyer may contact Seller at:

Oceanside Dairy LLC
24040 Camino del Avion
Monarch Beach, CA 92629
www.oceansidedairy.com/ContactUs