Terms & Conditions
Acceptance of product by purchaser
Acceptance of shipment of the goods (“Products”) specified on the purchase order attached hereto (“Purchase Order”) from Idaho Milk Products, Inc., an Idaho corporation, by the purchaser (“Purchaser”) shall be conclusively deemed an unconditional acceptance of the terms and conditions set forth herein. Any different, conflicting, or additional terms contained in an acknowledgment, invoice, quotation, specification, or other document of Purchaser are hereby expressly rejected unless expressly approved in writing by Idaho Milk Products and Purchaser prior to the shipment of Products. These terms and conditions together with the Purchase Order and the written confirmation thereof (“Order Confirmation”), constitute the entire and final agreement between Idaho Milk Products and Purchaser for the sale of Product to the exclusion of any prior or contemporaneous statements or writings.
Purchase orders
Each Purchase Order shall be in the form of a written or electronic communication confirmed by both parties and shall contain all the data elements listed in the Idaho Milk Products purchase order receipt policy. Purchase orders must be received by Idaho Milk Products at least five (5) weeks prior to delivery date.
Pick-up by purchaser
Purchaser shall make every effort to ensure prompt and timely pick-up of Product for shipment at Idaho Milk Products’ manufacturing plant or outside warehouse, during Idaho Milk Products’ normal business hours. If, at Purchaser’s request or for any other reason for which Purchaser is responsible, pick-up is delayed, Idaho Milk Products will have the right to immediately invoice Purchaser for Product to be picked up and costs and expenses incurred, including but not limited to proper temperature-controlled warehousing up to the time of Purchaser’s pick-up of Product and shipping department rescheduling charges. Should Purchaser release the hold or remove the cause for delay and Idaho Milk Products agrees to reinstate the particular purchase order, the new schedule of pick-up will be set by Idaho Milk Products.
Pricing
In addition to the respective quantity and unit price of the Product, Idaho Milk Products may invoice the Purchaser for Applicable charges resulting from specific requests made by the Purchaser.
Payment Terms
Terms of payment shall be set forth on the invoice. If Purchaser fails to comply with Idaho Milk Products’ terms of payment, Idaho Milk Products may decline to make further deliveries of Product.
Transportation
All deliveries are made Free Carrier (FCA) from Idaho Milk Products’ facilities located in Jerome or outside warehouses, unless expressly stated otherwise on the Order Confirmation.
Shipping Documents
Each shipment will be accompanied by standard shipping documents, to include Bill of Lading, Manifest and Certificate of Analysis for each lot of products shipped. It shall be the responsibility of Purchaser to confirm the contents of the Certificate of Analysis.
Inventory Management and Shipment Quantity Variations
Idaho Milk Products follows a First-In-First-Out (FIFO) inventory management system for allocating and shipping our dairy ingredients. Each daily production lot typically results in the creation of a partial pallet. These partial pallets will be allocated to shipments in the order they were produced. To fully eliminate the complexity of tracking multi-lot pallets, we do not combine partial pallets to create full pallets.
Due to the nature of these production and inventory management processes, your purchase order may be fulfilled with a shipment that is within +/- 400 pounds of the original order quantity. We reserve the right to make these adjustments to ensure efficient and timely order fulfillment. By placing a purchase order with us, you acknowledge and agree to this potential variance in shipment weight. This variance will not apply to prepaid orders or LTL shipments.
Should you have any specific requirements or concerns regarding your order, please communicate them to our customer service team at the time of your order placement. We will do our best to accommodate your needs within the constraints of our inventory management system.
Inspection
Upon delivery of the Product, the Purchaser shall inspect it for any visible damage or nonconformity within three (3) business days. Any claims regarding damage or failure to meet specifications must be submitted within that period and must include photographic evidence of the damage, as well as photos taken prior to unloading that clearly show the condition in which the Product was received, including trailer number and seal number.
Purchaser agrees to follow Idaho Milk Products’ instructions for the return or other disposition of rejected Product.
Quality and Testing
Idaho Milk Products must be notified before any additional food safety testing (i.e. pathogens, toxins, antibiotics, pesticides, etc.) or testing that might have regulatory implications is performed. Product must be held until additional testing is complete and results confirmed as acceptable. Additional testing beyond what is reported on the Certificate of Analysis must be complete before product is further processed.
Confidentiality
Prices and specifications for Product shall be maintained as confidential and shall not be disclosed to any third party without the express written consent of Idaho Milk Products.
No rights of resale
Purchaser shall have no rights to resell Product to third parties, unless previously agreed to in writing.
Failure of Performance
Neither Idaho Milk Products (IMP) nor the Purchaser shall be considered in default, nor held liable to the other party, for any failure to deliver or accept delivery of Product in accordance with the Purchase Order, if such failure results from: an act of God; actions or omissions attributable to the other party; circumstances beyond the reasonable control of either party; transportation delays or interruptions; production issues including material shortages, equipment failure, or breakdowns; delays due to plant maintenance or modifications; acts of terrorism; labor disruptions (whether or not amounting to a strike); vendor delays; shortages of raw materials or packaging; or compliance with governmental laws, regulations, actions, or restrictions (each, an “Event of Force Majeure”), whether existing at the time of agreement or arising thereafter.
The party affected by an Event of Force Majeure shall make commercially reasonable efforts to resolve the issue and resume performance. Notice of the commencement and conclusion of such an event must be provided to the other party in writing without undue delay.
Severability
Each provision of these Terms and Conditions is intended to be severable. If any provision is found to be unenforceable, illegal, or invalid, such determination shall not affect the validity, legality, or enforceability of the remaining provisions, all of which shall remain in full force and effect in accordance with their terms.
Product Warranties
Idaho Milk Products warrants to Purchaser that:
(a) The Product delivered shall conform to Idaho Milk Products’ published product specifications;
(b) As of the shipment date, the Product shall not be adulterated or misbranded under the definitions set forth in the Federal Food, Drug, and Cosmetic Act (21 U.S.C.§301 et seq.) and the Canadian Food and Drugs Act, and shall not be a food ingredient prohibited from interstate commerce under Section 404 of the Federal Food, Drug, and Cosmetic Act;
(c)The Product shall be of good and merchantable quality, fit and safe for use and consumption as an ingredient, for the duration of its designated shelf life as indicated on the label; and
(d) The Product shall be manufactured, packaged, stored, and shipped in accordance with applicable Good Manufacturing Practices (GMPs) as established under both the U.S. and Canadian regulatory frameworks, and in compliance with all relevant federal, state, and local laws, rules, and regulations.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, IDAHO MILK PRODUCTS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
In the event of a breach of any warranty under this Section 8, Idaho Milk Products shall, at Purchaser’s option:
(a) Replace the nonconforming Product and ship the replacement to Purchaser’s facility at Idaho Milk Products’ expense; or
(b) Issue a credit to Purchaser’s account for the amount paid for the nonconforming Product.
These remedies shall constitute Purchaser’s sole and exclusive remedy for any breach of warranty by Idaho Milk Products.
IN NO EVENT SHALL Idaho Milk Products BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM A BREACH OF WARRANTY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, RENTAL COSTS, PROCUREMENT OF SUBSTITUTE PRODUCTS, OR OTHER COMMERCIAL LOSSES.
Title
Title to and risk of loss for the Product shall transfer to Purchaser at the time the Product is loaded into the carrier designated by Purchaser at Idaho Milk Products’ manufacturing facility located at 2249 South Tiger Drive, Jerome, Idaho, in accordance with the applicable Incoterms® 2020 Rules.
Notices
Any notice or other communication required or permitted under this Agreement shall be deemed sufficient if made in writing and delivered by one of the following methods: (a) personal delivery; (b) prepaid mail; or (c)electronic mail. Notices shall be sent to the following address:
IdahoMilk Products
2249 South Tiger Drive
Jerome, Idaho 83338
Email: sales@idahomilk.us
Such notice or communication shall be deemed received:
(a) upon delivery, if delivered personally
(b) on the second business day following the date of mailing, if sent by prepaid mail; or
(c) upon confirmation of receipt via return email, if sent electronically.
Choice of Law
This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Idaho, without application of its choice of law. If either party brings any action or proceeding to interpret or enforce any provision hereof, the prevailing party shall be entitled to reasonable fees and costs, including attorney’s fees.
Jurisdiction and venue
The parties hereby agree that all actions shall be filed in the District Court of the Fifth Judicial District of the State of Idaho, in and for the County of Jerome only, and the parties irrevocably consent to the jurisdiction of such court and agree that venue shall be proper exclusively in such court.
Updated June 15, 2025