Last updated: September 19, 2025
These B2B Quote & Sales Terms (“Terms”) govern all quotes, purchase orders, confirmations, and sales of fresh herbs and related produce (“Products”) by Green Herbs International LLC (“Green Herbs,” “we,” “us,” or “our”) to any business buyer (“Buyer”). By requesting a quote, placing an order, or accepting delivery of Products, Buyer agrees to these Terms. These Terms are in addition to, and should be read alongside, our website Terms of Use and Privacy Policy.
1. Nature of Quotes and Offers
All product listings, catalogs, or website descriptions are provided for general information only and do not constitute a binding offer. Quotes provided by Green Herbs are invitations to negotiate and remain subject to confirmation. An order becomes binding only when Green Herbs issues a written order confirmation or invoice.
Prices, pack sizes (e.g., bunch, clamshell, pound, dozen), and availability are subject to change without notice until confirmed in writing. Market conditions for agricultural products may affect pricing.
2. Acceptance of Orders
Green Herbs reserves the right, in its sole discretion, to accept or reject any order. Orders are not final until we confirm them in writing. We may cancel confirmed orders without liability if circumstances beyond our control make performance commercially impracticable (see Section 8, Force Majeure).
3. Condition and Specifications of Products
Products are fresh agricultural perishables. Unless otherwise agreed in writing, they are supplied to commercially acceptable standards suitable for ordinary retail or foodservice purposes. We do not guarantee exact uniformity in size, weight, or appearance, as natural variation is inherent in agricultural goods.
Buyer is solely responsible for maintaining proper handling and temperature control immediately upon receipt.
4. Delivery, Title, and Risk of Loss
Delivery terms are set forth in our order confirmation. Unless otherwise stated, all shipments are FOB Shipping Point (Vernon, California). Title and risk of loss transfer to Buyer when Products are delivered to the first carrier.
Buyer must provide an attended, temperature-controlled delivery location. Delays in unloading that compromise product quality are at Buyer’s risk.
5. Inspection and Claims
Buyer must carefully inspect all deliveries upon receipt.
- Shortages and visible damage must be noted on the carrier’s delivery receipt at the time of delivery.
- Quality or condition claims must be submitted in writing within 24 hours of delivery and must include: purchase order or invoice number; product description; time-stamped photographs; and, where relevant, pulp temperatures or temperature recorder data.
Failure to provide timely and adequate documentation may bar a claim. Remedies for valid claims are, at Green Herbs’ option, limited to repair, replacement, or credit for the affected Products. Buyer may not deduct disputed amounts from invoices without Green Herbs’ prior written approval.
6. Perishable Agricultural Commodities Act (PACA)
Green Herbs preserves its rights under the Perishable Agricultural Commodities Act, 7 U.S.C. § 499a et seq. (PACA). All payments received shall be applied consistent with PACA trust provisions. Buyer agrees to make prompt payment as required by PACA and acknowledges that late payment may result in loss of PACA trust protections and additional legal remedies.
7. Recalls and Market Withdrawals
In the event of a recall, withdrawal, or food safety advisory affecting the Products, Buyer shall fully cooperate with Green Herbs, including implementing traceability measures, ceasing distribution, segregating affected Products, and complying with regulatory instructions. Costs of recalls arising from Buyer’s handling after delivery shall be borne by Buyer.
8. Force Majeure
Green Herbs shall not be liable for delay or non-performance caused by events beyond its reasonable control, including but not limited to severe weather, labor disputes, transportation disruptions, government actions, crop failures, or natural disasters. Quantities affected may be reduced without liability, and any delivery dates may be extended accordingly.
9. Payment Terms
Payment terms are specified in the invoice or agreed credit arrangements. Unless otherwise agreed, payment is due upon receipt of invoice. Green Herbs may charge a reasonable service fee on overdue amounts as permitted by law. We reserve the right to suspend future shipments or cancel outstanding orders if payment is overdue or Buyer’s creditworthiness is impaired.
10. Limited Warranty; Limitation of Liability
Except as expressly set forth herein, Green Herbs makes no warranties, express or implied, regarding the Products, including but not limited to warranties of merchantability or fitness for a particular purpose. Products are sold “as is” at the time of shipment.
Green Herbs’ maximum liability arising out of any sale is limited to the invoice price of the affected Products. In no event shall Green Herbs be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or business interruption.
11. Compliance with Laws
Both parties shall comply with all applicable federal, state, and local laws and regulations, including food safety, labeling, and transportation requirements. Buyer shall maintain proper storage, temperature control, and first-in/first-out inventory practices after delivery.
12. Governing Law; Dispute Resolution
These Terms and all transactions between Green Herbs and Buyer are governed by the laws of the State of California, including Uniform Commercial Code Article 2 as adopted in California. The exclusive venue for disputes shall be the state and federal courts located in Los Angeles County, California, and both parties consent to the jurisdiction of those courts.
Green Herbs and Buyer are encouraged to attempt good faith resolution of disputes before resorting to litigation.
13. Notices
All notices or claims under these Terms must be in writing and delivered to:
Green Herbs International LLC
4820 Everett Ave
Vernon, CA 90058
Email: Office1@edproduce.com
Phone: (213) 624-0371
14. Entire Agreement
These Terms, together with any written order confirmation or invoice, constitute the entire agreement between Green Herbs and Buyer regarding the sale of Products. They supersede all prior or contemporaneous agreements, negotiations, or representations. No modification is binding unless in writing and signed by Green Herbs.