Terms of Service Agreement

Updated January 15, 2018.

Terms of Service Agreement

Effective January 15, 2018, unless superseded by another executed written agreement, any person or company (CUSTOMER) bringing meat or livestock to Vermont Packinghouse LLC (VPH), located at 25 Fairbanks Rd., North Springfield, Vermont for the purpose of livestock and/or meat processing will be subject to the following terms of service. Customer agrees to these terms by the act of bringing such meat or livestock to VPH for processing. All orders are paid cash on delivery. For credit card payments over $5,000, additional fees will apply.

 

1. Definitions

Custom Customers: Customers delivering between 1-5 animals between 1-12 times per year will generally be considered Custom customers.

Fair Market Value: Such value shall be determined as the lesser of repeatedly documented sale price by customer or a function of USDA reported prices on the closest date to the loss available, per below, and shall under no circumstances exceed $2.50 per carcass lb. for pork or $3.00 per carcass lb. for beef. VPH processing charges will also be credited for a total loss of product.

Computed pork prices shall be no more than 3 times USDA national weighted average of carcass base price, as listed by USDA AMS:

https://www.ams.usda.gov/mnreports/lsddhps.pdf

Computed beef prices shall be no more than 1.5 times USDA Weekly 5 Area Weighted Average for Direct Slaughter Cattle, Dressed Delivered Basis, average of Total All Grades for steers and heifers, as listed by USDA AMS:

https://www.ams.usda.gov/mnreports/lm_ct150.txt

Average individual retail item prices reported in the Vermont Weekly Summer or Winter Farmers Market Report as listed by the VT Agency of Agriculture:

http://agriculture.vermont.gov/localfooddatatracking

 

Governmental Authority: Governmental Authority shall mean any federal, state, local, or foreign government or governmental, quasi-governmental, administrative or regulatory authority, agency, body, or entity, including any court or other tribunal.

Meat: For this agreement, meat shall refer to (a) any meat or poultry products, as opposed to livestock, brought to a VPH facility by Customer for further fabrication, processing, packaging or repackaging or (b) meat from livestock slaughtered by VPH staged for processing and/or packaging or packaged.

 

2. Delivery and Slaughter of Livestock

2.1 Having taken all reasonable and practicable means to ensure the safety of livestock once delivered and prior to stunning, VPH assumes complete responsibility for livestock and its products only from the time of stunning until meat products leave VPH’s possession. However, VPH is not responsible or liable for any actions taken by USDA or other Governmental Authority including, but not limited to, actions regarding post-mortem carcass inspection such as carcass or partial carcass condemnation.

2.2 Having taken all reasonable and practicable means to ensure the safety of livestock once delivered and prior to stunning, VPH assumes no liability or responsibility financially or otherwise for livestock harmed or dead prior to time of stunning, unless due to VPH’s negligence. Customer is responsible for any costs or losses to VPH caused prior to stunning by livestock brought by Customer to a VPH facility, such as livestock arriving harmed or dead to a VPH facility or livestock harming self or other livestock while disembarking or while in holding pens. These include, but are not limited to, cost of removal or disposal of affected livestock, operational costs due to delays, and employee wages. Customer is not responsible for damage caused by livestock to VPH’s facility and/or employees. Further, once animal is inside a VPH processing plant – as distinct from barns, pens or chutes leading to the plant – and prior to stunning, if the cause of an animal injured while inside the plant is undetermined or undeterminable, it will be decided in favor of Customer.

2.3 Customer is responsible for any animal delivered with a zoonotic disease. If Customer delivers an infected animal that affects other animals not owned by Customer, Customer assumes liability for those animals affected. In such an event, Customer agrees to cover reasonable market price of affected animals and all reasonable associated costs incurred by VPH for disruption of operations including, but not limited to, disposal of livestock, employee wages, facilities overhead costs, any legal fees and loss of packaging or other materials. The length of time of any disruption of operations is understood to mean the period from the identification of the zoonotic disease, to the restarting of normal processing activities. In the event of a disruption, VPH will use their best efforts to resume normal processing activities.

2.4 Unless otherwise agreed, Customers cancelling less than one-week prior to scheduled livestock or meat delivery date and/or failing to deliver without one-week prior notice will be subject to cancellation or “no show” fees. A schedule of fees is posted in the main office of the VPH.

2.5 After livestock slaughter, VPH shall gain ownership of all offal and by-products. At the sole discretion of VPH, VPH may offer Customer a credit for offal on a per-animal basis.

2.6 Customers may specify on the carcass cutting sheet retention of hearts, livers, tongues, oxtail, and other organs or by-products, however, VPH cannot guarantee those items will survive the slaughter or USDA inspection process. In order to properly preserve the organ or by-product requested, VPH may co-mingle those items with other customer organ and by-product. For this reason, VPH cannot guarantee which organs or by-products belong to what farm.

2.7 If VPH brings an animal into the stunning box without having presented the animal to USDA for antemortem inspection, the animal shall be processed under USDA custom exemption and all resulting meat products shall be stamped “Not for Sale.” If the animal is brought to VPH by a commercial customer, VPH will assume ownership of the animal as soon as it enters the stunning box, paying fair market value for the animal. If the animal is brought to VPH by a local farmer customer, VPH will offer the local farmer 100% credit for slaughter and basic processing charges, with the local farmer retaining ownership of the animal.

 

3. Processing and Packing of Meat

3.1 VPH agrees to process and package meat product to Customer’s specifications within limitations due to, but not limited to, standard machine settings, timing of other order demands, Governmental Authority action or other unforeseeable events. In any event, VPH will provide best efforts to timely and completely fulfill Customer’s order.

3.2 VPH is not responsible or liable for any quality defects in meat products other than those related to chemical, physical, or biological hazards as controlled by Hazard Analysis and Critical Control Points (HACCP), or those related to cutting, trimming, grinding, stuffing, curing, cooking, smoking, or packaging while meat is under the control of VPH. In such event, VPH is only liable to the extent of the fair market value of the raw materials.

3.3 If Customer provides meat for processing, as opposed to livestock, Customer will provide meat that meets VPH’s quality specifications according to the type of product to be produced. Quality specifications are maintained by VPH’s Quality Assurance Department. If Customer delivers raw materials to VPH that are later discovered to be of an unsuitable quality, Customer is responsible for all processing expenses and meat costs. This may include, but is not limited to, processing costs, handling and disposal by VPH, and fair market value of any other meat contaminated by the unsuitable meat.

3.4 For the production of fresh or cooked sausage and cured whole-muscle products, if Customer does not provide meat, VPH will ensure meat is appropriate for the type and quality of product ordered by Customer. VPH agrees to provide Customer with reasonable documentation as to the source and fitness of meat upon request.

3.5 Customer will be fully liable for any and all meat product brought to the VPH facility by Customer that will not be fully unwrapped and processed, such as the reboxing of products that were vacuum packaged at a non-VPH facility. Further, Customer will be liable for any animal, meat or meat product at a VPH facility negatively affected by such product brought by Customer.

3.6 VPH will assume responsibility for product containing a microbiological hazard only when testing has been fully confirmed (i.e., not a “presumptive positive”), and when the product must also be disposed of. Vermont Packinghouse will assume responsibility for microbial quality defects as defined, and only if defined, in other agreements between VPH and Customer and only when testing has been fully confirmed (i.e., not a “presumptive positive”), and when the product must also be disposed of. If such products can be reworked or further processed, VPH will bill Customer only for the livestock slaughter (if applicable), basic fabrication, and re-processing of the product. VPH will not bill Customer for initial processing or VPH packaging loss. Customer is responsible for any Customer- owned packaging (e.g. labels, boxes) lost due to such an event.

3.7 Once the product leaves the possession of VPH, VPH is not responsible or liable for any actions that could compromise the safety or quality of the product, including but not limited to improper storage, handling or display.

3.8 For any meat belonging to Customer that is lost or becomes spoiled while in the possession of VPH and due to the negligence of VPH, other than meat lost due to normal shrink during processing, VPH will be liable to Customer only for the cost of such product to Customer (e.g. Customer’s cost of raw materials, including packaging if applicable). VPH agrees to not bill Customer for any processing or VPH packaging loss. Customer agrees not to asses any margin or additional fees to VPH associated with such loss or spoilage.

 

4. Labeling and Packaging of Meat Product

4.1 Customer will incur all expenses associated with the development and printing of all Customer-specific labels, including USDA label approval, and any special packaging, including case boxes.

4.2 VPH will provide space on site for reasonable packaging inventory, but reserves the right to charge for storage of excessive inventory. Also, VPH may bill for management costs associated with labels and packaging, including but not limited to: organization of Customer-specific boxes, set up and maintenance of special printing, oversight of complex packaging requests, etc. VPH reserves the right to determine reasonable packaging inventory and requests, and will make best efforts to provide prior notice of additional charges to Customer.

4.3 VPH reserves the right to dispose of Customer’s labels and/or special packaging after six months from the last date of production for Customer. VPH will make a good faith effort to offer return of such packaging prior to disposal.

4.4 VPH is not liable for any legal action, recall or damages from such due to labeling errors including, but not limited to, misprinted labels, falsely printed labels, or unapproved labels, except to the extent that VPH misprinted labels or mislabeled product unless such misprinting or mislabeling was directed by Customer. Customer is responsible for any operational costs incurred by VPH in correcting mislabeled product unless mislabeling was the fault of VPH.

 

5. Insurance

Customer will provide VPH with proof of liability insurance upon request either by supplying a certificate or a copy of their policy and will notify VPH in writing of any changes in liability insurance coverage within 10 business days of change effective date.

 

6. Release of Product and Billing

6.1 There will be no release of product prior to return of microbiological testing results to VPH (No Rolling Release).

6.2 Customer has two (2) business days from receipt of product to dispute the order. Addressing any disputed orders outside this time frame will be handled solely at VPH’s discretion.

6.3 Custom orders will only be released as full orders. No partial orders can be picked up until the entire order is ready. For this reason, Customer must place separate orders for fresh product and further processed product so that Customer can pick up those individual orders separately as fresh will be ready before further processed product.

6.4 VPH will store Customer product for up to two weeks after Customer is notified that product is ready for pick up. Product remaining at VPH beyond two weeks will be subject to storage fees. Fee schedules are posted in the VPH main office.

6.5 Any identified billing errors will be corrected immediately upon timely notification. Any resulting corrections to billing errors will be retroactive back to 90-days only.

 

7. Hold Harmless and Indemnity

7.1 Customer shall indemnify, defend and hold harmless VPH and its directors, officers, employees, agents or assigns (VPH Parties) from and against all liabilities, claims, damages, fines, losses and expenses, including, but not limited to, court costs and reasonable attorneys’ fees (collectively, Damages) of a Governmental Authority or any third party not related to VPH, except to the extent that Damages were caused directly or indirectly by acts or omissions of any VPH Party.

7.2 VPH shall indemnify, defend and hold harmless Customer and its directors, officers, employees, agents or assigns (Customer Parties) from and against all Damages of a Governmental Authority or any third party not related to Customer, except to the extent that Damages were caused directly or indirectly by acts or omissions of any Customer Party.

7.3 Each party entitled to a defense under Section 7.1 or Section 7.2 (the Indemnified Party) agrees to notify the other party (the Indemnifying Party) in writing within a practicable time, but not more than ten days, after receiving notice of a claim. If the Indemnifying Party defends any such claim, the Indemnified Party (a) must allow the Indemnifying Party to control the defense and settlement of the claim, (b) must cooperate with the defense and settlement as the Indemnifying Party may reasonably request, such as furnishing records, information and testimony, and (c) may employ lawyers separate from the lawyers employed by the Indemnifying Party in order to monitor and advise the Indemnified Party about the matter, but the Indemnified Party will bear all costs of those lawyers. If the Indemnifying Party does not assume the defense, the Indemnified Party retains the right to employ lawyers and to control any such action, and the reasonable fees and expenses of such lawyers shall be at the expense of the Indemnifying Party.

7.4 Except with the Indemnified Party’s prior written consent, the Indemnifying Party may not (a) admit wrongdoing, fault or liability of the Indemnified Party, (b) consent to any injunction or similar relief binding the Indemnified Party, (c) enter any settlement that provides any relief other than monetary damages that the Indemnifying Party pays in full, or (d) enter any settlement that fails to unconditionally release the Indemnified Party in full.

 

8. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont. VPH and Customer submit to the jurisdiction and venue of the state or federal courts in the State of Vermont for any legal action arising from or connected with this Agreement.

 

9. Complete and Continuing Agreement

Unless VPH and Customer have a separate Meat Processing and Packaging Agreement that incorporates by reference this Terms of Service Agreement, this Agreement is complete, continuing and controlling as long as service is requested and until obligations are performed by the parties. This Terms of Service Agreement is subject to change. Customer will be subject to its terms and conditions at such time changes are made. The most current Terms of Service are posted on the VPH website and are available in the VPH Main Office.

 

–End of Terms of Service—