Master Terms and Conditions for Freight

Updated: April 15, 2025

These Master Terms and Conditions for Freight (these “Terms and Conditions”) govern the relationship between Calavo Growers, Inc. and its subsidiaries and affiliates (collectively, “Calavo”) and a carrier or broker (the “Vendor”) that agrees to provide transportation or transportation brokerage services (the “Services”) to Calavo pursuant to a Schedule A. These Terms and Conditions along with the RFP Documents, any outstanding Schedule A, any outstanding Rate Confirmation and any outstanding Bill of Lading are collectively referred to as the “Agreement.”

AS INDICATED BY VENDOR’S PROVISION OF THE SERVICES AND/OR ACCEPTANCE OF, AND SIGNATURE TO, A SCHEDULE A, VENDOR HEREBY ACCEPTS AND AGREES TO THESE TERMS AND CONDITIONS. VENDOR ACKNOWLEDGES THAT THE AGREEMENT, INCLUDING THESE TERMS AND CONDITIONS, GOVERNS THE RELATIONSHIP BETWEEN CALAVO AND VENDOR (INCLUDING ALL AGREEMENTS BETWEEN CALAVO AND VENDOR) AND AGREES TO PERFORM ALL OBLIGATIONS IN ACCORDANCE WITH THEM.

1. Certain Definitions.

1. “Broker” means a Vendor that agrees to provide transportation brokerage services to Calavo pursuant to a Schedule A.
2. “Carrier” means a Vendor that agrees to provide transportation services to Calavo pursuant to a Schedule A.
3. “Freight Charges” means the total amount to be paid by Calavo to Carrier for the Services, including Freight Rates, plus fuel surcharges and any ancillary, service or accessorial charges. Accessorial charges (including, but not limited to, labor, detention, and/or layover charges) must be reported and/or approved at the time of occurrence.
4. “Freight Rates” shall mean transportation prices as set forth in the Rate Confirmation for the Shipment in question.
5. “Intellectual Property Rights” means any and all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights.
6. “POD” means proof of delivery.
7. “Rate Confirmation” means a Rate/Load Confirmation supplied by Calavo to the Vendor prior to a Shipment.
8. “Representatives” means, with respect to any party hereto, such party’s subsidiaries, affiliates, directors, officers, agents and employees.
9. “RFP Documents” means that certain Calavo RFP Packet, which includes the Letter of Authorization, Insurance Requirements, Accessorial Schedule, and Calavo Lane Info.
10. “Schedule A” means the Schedule A entered into between Calavo and the Vendor with respect to the Services to be provided by the Vendor.
11. “Shipment” means any shipment for which Calavo is the payor of the freight bill.

2. Termination.  In addition to any remedies that may be provided under the Agreement, Calavo may terminate the Agreement, including any Schedule A:

1. with immediate effect upon written notice to Vendor, if Vendor: 

1. has not performed or complied with any of the terms of the Agreement, in whole or in part; or
2. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors;

2. at its option, at any time upon 30 days’ prior written notice to Vendor.

3. Scope of Services/ Goods. Vendor agrees to provide the Services, as specified in the applicable Schedule A, in accordance with such Schedule A and these Terms and Conditions. Vendor acknowledges that time is of the essence in performing all of its duties under the Agreement. Calavo reserves the right to use other service providers, brokers, carriers or contractors to perform the Services.

4. Vendor Qualification. Vendor represents itself to be a reliable and experienced provider of the Services set forth in the Schedule A and is a duly qualified Broker or Carrier, as applicable, under authority issued by the U.S. Department of Transportation or the former Interstate Commerce Commission under the permit number set forth on the Schedule A.

5. Vendor’s Services, Obligations and Covenants. Vendor agrees to perform the Services for Calavo as follows:

1. To the extent Vendor is a:

1. Broker, Broker shall contract with carriers (“Broker Carriers”) to transport all Shipments within the scope of the Services set forth on a Schedule A pursuant to the terms and conditions of the Agreement and in compliance in all material respects with all federal, state, and local laws and regulations relating to the brokerage of the freight covered by the Agreement. Broker’s responsibility under the Agreement shall be limited to arranging for, but not actually performing, transportation of Calavo’s freight. Broker shall ensure that each Broker Carrier agrees to comply with the terms and conditions of this Agreement. Calavo has the right, upon written notice at any time, to prospectively prohibit Broker from using any Broker Carrier that fails to perform as detailed in this Agreement, including without limitation, any performance standards specifically stated herein. Broker shall provide “drop” trailers to Calavo at each of its shipping facilities (when applicable) in a mutually agreed number.  Such trailers must have at least ¾ tank of gas upon arrival at such Calavo shipping facility. Broker shall, and shall require Broker’s Carrier to, agree that Calavo cannot ensure that trailers and contents will be secure when left at Calavo’s shipping facility and that Calavo does not assume liability for loss or damage.  Broker and any Broker Carrier assumes all risk and liability for trailers and contents left at such Calavo shipping facility or third-party warehouse.  Calavo reserves the right to load drop trailers up to 24 hours in advance of Shipments.

2. Carrier, Carrier shall transport all Shipments within the scope of the Services set forth on a Schedule A, pursuant to the terms and conditions of the Agreement.

2. Vendor shall, at its expense, and, to the extent Vendor is a Broker, shall require any Broker Carriers to, maintain a Federal Motor Carrier Safety Administration safety rating of at least “Satisfactory”. Vendor shall notify Calavo in writing within 15 days of receiving a “Conditional” or “Unsatisfactory” rating. This communication must explain the nature of the infraction that caused the rating along with a corrective plan of action to address the situation. The plan of action must be deemed acceptable to Calavo to address the infraction. If Vendor fails to communicate an acceptable corrective action plan or to notify Calavo of the change in the safety rating within the timeline outlined above, Calavo may immediately terminate the Agreement or any Schedule A.

3. To the extent Vendor is a Broker, such Vendor shall require any Broker Carriers to agree that in providing the Services and under any applicable Broker-Carrier agreement, such Broker Carrier will not knowingly undertake nor cause, nor knowingly permit to be undertaken any activity which either (i) is illegal under any laws, decrees, rules or regulations in effect in either the United States or applicable countries; or (ii) have the effect of causing Vendor or Calavo to be in violation of any laws, decrees, rules or regulations in effect in either the United States or applicable countries. All Broker Carriers shall agree not to, for any illegal or improper purpose, make any payment or grant any other consideration to another party in connection with any transaction covered by the Agreement.

4. Vendor agrees, upon receipt of each Shipment from Calavo or third parties acting on the part of Calavo to give (or to require any Broker Carrier to give) Calavo or such third parties a written receipt for the Shipment (which may be the Bill of Lading) signed by Vendor (or such Broker Carrier) or their agent, and the receipt shall be prima facie evidence of the receipt of the Shipment by Vender (or any Broker Carrier) in good order and condition, unless otherwise noted on the face of the receipt. Vendor further agrees (and to require any Broker Carrier) to transport the Shipment without delay and deliver such property in like good order and condition to the Shipment’s Consignee at the destination, as each are described in the Bill of Lading, with reasonable dispatch and/or in accordance with the schedules for pick­ up and delivery established in Calavo's Rate/Load Confirmation (“Contract Delivery Time”). Vendor (or a Broker Carrier) is required to call or email the Consignee or access the respective website for Consignee for appointment scheduling of each Shipment to obtain a delivery appointment time on the requested Contract Delivery Time, unless Calavo obtains such delivery appointment.

5. Vendor shall (and shall direct any Broker Carrier to) immediately notify Calavo if Vendor (or such Broker Carrier) believes that it will be unable to complete any of the Services within Contract Delivery Time, and without loss of, or damage to, any Shipment. Upon such notification Calavo shall have the right to direct Vendor to reject/decline the Shipment back to Calavo for completion of transportation service. Rejection or declining a Shipment back to Calavo shall relieve Vendor of any further obligations for transportation of the Shipment and Calavo of any obligation to pay any charges with respect to the Shipment from the point of transfer (of which Vendor shall indemnify and hold Calavo, Consignee and Shipment harmless). If Calavo elects to allow Vendor (or such Broker Carrier) to retain custody of the Shipment, Vendor shall retain responsibility for delivering the Shipment to the Consignee as soon as reasonably practicable under the circumstances.

6. The use of unsecured drop lots by Vendor (or a Broker Carrier) is strictly prohibited. A secured lot is defined as a parking facility or terminal that has a security presence with perimeter security fencing, and lockable or manned security gates and entrances that control unauthorized entry.  Tractors and trailers are to be secured any time the driver is out of the vehicle.

7. Vendor agrees to the below seal requirements:

1. All inbound Shipments must be received with a high security, tamper evident, sealed trailer or container. A door seal must be applied to each trailer door at the point of origin and imprinted with a number that is noted on the manifest or Bill of Lading. Seals should not be broken by drivers on direct Shipments from supplier to Calavo. Seals must be intact and will only be removed by an authorized person at Calavo’s or its affiliates’ facility.  This may be security, receiving personnel, or the driver under the personal observation of either security or receiving. Multi-stop loads do not require additional seals. Trailers need to be secured to protect the freight of the remaining stops.

2. All outbound Shipments must be sealed with a high security, tamper evident, sealed trailer or container. A door seal must be applied to each trailer door at the point of origin and imprinted with a number that is noted on the manifest or Bill of Lading. Calavo will supply the seals to be used for all stops on all Shipments. All seals must be secured at each site in a secure location to prevent theft. Only designated employees should distribute seals for integrity purposes.  If a pickup carrier refuses to allow a seal(s) to be applied, then this should be noted on the Bill of Lading. Seals should not be broken by drivers on direct Shipments to the Consignee. Seals must be intact and will only be removed by an authorized person at the Consignee.  This may be security, receiving personnel, or the driver under the personal observation of either security or receiving.  If the seal needs to be broken prior to arrival at the Consignee refer to Section 5.g.v.

3. Vendor (or a Broker Carrier) must maintain a complete and continuous seal record of movements on the Bill of Lading or other documentation supplied by Calavo when seals are changed or broken from the origin to the final destination for all multi-stop Shipments. This record should be signed and dated at each stop by the receiver(s). Seals should not be broken by Vendor (or a Broker Carrier) on Shipments that are not multiple stop Shipments. Seals must remain intact and should only be broken by security officers or receiving dock personnel (or equivalent) upon delivery.  Seals will be inspected for signs of illegal release of the seal and its remounting prior to its removal. If the seal needs to be broken by Vendor (or a Broker Carrier) prior to final delivery, Vendor (or a Broker Carrier) shall notify Calavo immediately by telephone or email to get authorization prior to breaking the seal. Vendor (or a Broker Carrier) shall immediately notify Calavo’s traffic department or claims department if a Consignee refuses to comply with this procedure. Failure to follow these procedures will result in a freight claim filed against the Vendor (or a Broker Carrier) in the event of product shortages or damage or loss due to product tampering or contamination.

4. If a seal is broken prior to final delivery or the seal number does not match what is notated on the Bill of Lading, Vendor (or the Broker Carrier) shall follow the steps outlined below.

1. Inspect load for any foreign substances on the surface of the pallet loads; if load appears in good condition, unload product and set aside until the other steps of the process are completed.
2. Contact the quality assurance representative (“QA Representative”) from the origin location and report condition of the load.
3. Request disposition/authorization on the particular load in question.
4. If samples are required, obtain samples and return them to the Calavo requested location to test. Place the product on HOLD status.
5. If the customer refuses to receive the Shipment, the Vendor (or the Broker Carrier) must notify the Calavo immediately and arrangements will be made to return the load or route it to the nearest secure facility using normal communication procedures. OS&D information will be captured using existing processes for Calavo.
6. If the customer, Vendor (or the Broker Carrier) deems that the Shipment is contaminated with an unknown substance, the customer will notify Calavo’s customer service call center. Arrangements will be made to secure the load at an attended/guarded facility.  The QA Representative will be notified to coordinate further handling.  Necessary arrangements for product tests will be determined as deemed appropriate.
7. The Vendor (or the Broker Carrier) and QA Representative will evaluate and contact local, state and federal authorities as determined to be appropriate.
8. Contact the appropriate contact and advise of status of load.

5. Deviations of the seal requirements set forth in this Section 5.g. are allowed in the following situations:

1. Seal requirements do not apply to shipments utilizing open bed trailers.
2. The Department of Transpiration (“DOT”) breaks the original seal to conduct an inspection. In such event, Vendor (or the Broker Carrier) will notify Calavo prior to DOT breaking the seal.  The driver should request a seal from DOT, notify Calavo of the new seal and receive signed documentation from DOT.
3. The Vendor (or the Broker Carrier) must note the seal deviation on the Bill of Lading and/or the POD and reseal the trailer or container with another high security, tamper evident seal.

8. Vendor shall (and shall cause any Broker Carrier to) retain agreements, shipping documents (including Bills of Lading, freight invoices, delivery receipts, weight certificates, etc.) and other documentation for a period of three years after delivery of the invoiced Shipments or for such greater period of time as may be required by applicable law. Calavo or its representatives shall be permitted access to these documents during normal business hours at a mutually agreed upon time and place. Each party shall bear its own costs. Calavo’s rights to examine documents hereunder shall be limited to the documentation directly related to the Services provided under the Agreement.

9. To the extent allowed by applicable law, Vendor expressly waives (i) pursuant to 49 U.S. Code Section 14101(b), any and all rights and remedies under Part B, Subtitle IV, Title 49, U.S. Code and (ii) any other rights and remedies otherwise provided pursuant to applicable law, to the extent that any of the same are inconsistent with or conflict with any provision of the Agreement.

6. Tender and Bills of Lading; Payment of Freight Charges.

1. Calavo or its designee may tender Shipments to Vendor for transportation by Vendor (or a Broker Carrier) hereunder and Vendor agrees to accept such tenders at the time and place designated by Calavo, and to transport and deliver (or cause a Broker Carrier to transport and deliver) each Shipment at the time and place designated, promptly and efficiently, as so directed, at Vendor’s sole risk, cost and expense (subject in all respects to the terms, conditions and limitations of this Agreement). Vendor shall notify Calavo of Vendor’s acceptance or rejection of any tender within 60 minutes of the tender during business hours. Tenders are deemed revoked or withdrawn if formal acceptance is not delivered to Calavo within this predefined time period of the tender; provided, however, Calavo may, in its discretion, allow late acceptance if expressly consented to by Calavo under the particular circumstances.  Vendor shall, in any event, be deemed to have accepted the tender when Vendor or their agent takes possession, custody or control of the Shipment.

2. Each Shipment shall be evidenced by a receipt in the form of a non-negotiable Bill of Lading (“Bill of Lading”) indicating origin address, destination address, name of the Shipment’s consignee (“Consignee”), Contract Delivery Time, name of Carrier (or the Broker Carrier), and the kind and quantity of goods provided to Vendor (or a Broker Carrier). The absence or loss of any Bill of Lading shall not relieve Vendor of its obligations with respect to any Shipment. The Bill of Lading shall be conclusive evidence that the commodities were received by Vendor (or a Broker Carrier) in good order and condition, unless otherwise noted specifically on the face of the receipt by Vendor (or a Broker Carrier).

3. Except as expressly stated in the Agreement, any rates, terms, conditions, or provisions maintained by Vendor (or a Broker Carrier) in tariffs, schedules or circulars shall not apply to the transportation of commodities tendered by Calavo to Vendor (or a Broker Carrier), and any tender of commodities by Calavo to Vendor (or a Broker Carrier) for transportation in interstate or intrastate commerce shall be deemed to be a tender to Vendor (or a Broker Carrier) as a contract carrier and shall be subject only to the terms, conditions and provisions of the Agreement.

4. The Bill of Lading shall be non-negotiable and may not be used as a vehicle of trade for transfer of ownership (e.g., title) to the Shipment. If there shall be a conflict between the terms of any Bill of Lading or other document issued or incorporated with respect to a Shipment and the terms of the Agreement, the terms of the Agreement shall control.

5. For those Shipments tendered to Vendor for which Calavo is shown as the payor of the Freight Charges on a form that has not been approved by Calavo, such form will only act as a receipt for the goods.

6. Vendor agrees to the Freight Rates established by the Rate Confirmation for each Shipment and to payment procedures and terms and conditions set forth in the Agreement. Vendor agrees that, upon receipt by Vendor of payment in accordance with these terms, all rights of Vendor to any Freight Charges for transportation of the Shipment shall be automatically and irrevocably extinguished except as provided in Section 7. Vendor agrees that, if any claim is asserted by it or anyone purporting to act on its behalf or as its successor in interest or its assignee against Calavo for charges in addition to those specified in this Agreement or against any Shipment or any consignor or Consignee of any Shipment for any charges of any kind, Vendor or its successor in interest or assignee shall indemnify and hold Calavo and the Shipment and any consignor or Consignee harmless for all costs of defending against and satisfying any such claim, including reasonable attorneys’ fees.

7. Vendor hereby waives any lien that it might have on any Shipment. If, notwithstanding this waiver, Vendor or anyone purporting to act on its behalf (including any Broker Carrier) or as its successor in interest or assignee should attempt to assert any such lien, Vendor or such other party shall reimburse Calavo for its costs, including reasonable attorneys’ fees, incurred in obtaining release of the lien.

8. To the extent Calavo wishes to transport property on a “freight collect” basis, Vendor agrees to collect its full compensation from the Consignee, without recourse against Calavo; provided Vendor has been given the opportunity to assess the creditworthiness of the Consignee or payor of Freight Charges. Vendor is not obligated to accept freight on a “freight collect” basis if Vendor reasonably determines that the payor of the Freight Charges is an unacceptable credit risk.

9. Accessorial charges (including, but not limited to labor, detention, and/or layover charges) must be authorized and approved prior to or at time of occurrence. Accessorial requests should be submitted to accessorial@calavo.com. Calavo will not provide any reimbursement of any non-approved accessorial charges.

10. Unless Calavo provides written notice, Vendor’s motor vehicle equipment shall be dedicated to Calavo’s exclusive use while transporting the cargo subject to any Bill of Lading. Vendor’s violation of such exclusive use requirement shall result in Vendor’s forfeiting its right to be paid for the Services contemplated by any such Bill of Lading, not as penalty, but as liquidated damages.

11. Calavo requires that Vendor provide the following load status updates (and failure to comply with the requirements of this Section may result in non-payment of related Freight Charges):

1. arrival at and departure from shipper(s) within thirty (30) minutes of occurrence;

2. estimated delivery time to final destination;

3. a minimum of one check-in call per day, prior to 12:00 pm (noon) Eastern Standard time, each day that Carrier (or a Broker Carrier) is in possession of a Shipment; and

4. arrival at and departure from receiver(s) within thirty (30) minutes of occurrence, including any reason code for any missed appointment or delayed or failed delivery.

12. Vendor shall verify any discrepancy in the physical count between Calavo’s documents and delivery receipt and shall report any discrepancy within 24 hours of delivery of any Shipment (within 48 hours if delivery happens on a weekend) to Calavo’s appropriate contact for over, short and damaged (“OS&D”) matters, which shall be claims@calavo.com and Calavo’s representative from the relevant dispatch facility unless otherwise specified (the “OS&D Contact”). If Vendor fails to report the discrepancy, Vendor shall be liable for the full amount set forth on the Bill of Lading without setoff.

13. Vendor shall only dispose of damaged, injured or expired Shipments in accordance with Calavo’s written permission and written instructions. No salvaging is allowed.

14. When it is necessary to return to Calavo refused, rejected or undelivered Shipments transported pursuant to the Agreement, Vendor (or a Broker Carrier) shall contact Calavo for disposition and will be compensated based on rates included in the Agreement or as authorized in writing.

15. To ensure prompt payment, all billing must be accompanied by an invoice with the Vendor Name and Trip/Load Number. All paperwork must be submitted to Calavo within 24 hours of delivery to the Consignee in order to be reimbursed for any and all accessorial fees. Paperwork should be emailed to Calavo_AP@calavo.com or the email set forth on the applicable Schedule A. Vendor must submit legible scanned copies of the following documentation:

1. Signed POD; and

2. Invoices from any third-party services (e.g. unloading/lumper service) if charges for such service are incurred during transport of the load.

16. If Vendor fails to send the POD, Vendor will be required to provide the POD within 48 hours of request by Calavo, failing which Calavo may withhold payment until receipt of the POD. If Vendor has been paid and fails to provide the POD, Calavo may file a claim for the value of the load.

17. Vendor agrees that Calavo shall have no obligation to pay any invoices not fully presented within the first to occur of (A) 60 days from the date Vendor signed or accepted Calavo’s Bill of Lading or (B) 30 days from the second request by Calavo or its assigned auditing service for any invoice submission in regards to the Shipment.

7. Undercharges; Overcharges. Any action by Vendor to recover charges alleged to be due under the Agreement, and any action by Calavo to recover overcharges alleged to be due or returned under the Agreement, shall be commenced not more than 12 months after the delivery of the Shipment with respect to which such charges or overcharges are claimed. By Vendor’s execution of a Schedule A and by transporting the Shipment, to the extent permitted by applicable law, Vendor agrees that the expiration of the 12-month period shall be a complete and absolute defense to such action without regard to any mitigating or extenuating circumstances or excuse whatsoever, unless the party named as defendant (or responding party) in any such action has expressly agreed in writing to waive such defense in whole or in part. The provisions of this Section shall survive the termination, expiration or cancellation of the Agreement.

8. Loss or Damage to Shipments.

1. Vendor shall be liable to Calavo for the full actual loss, damage or injury occurring to any Shipment due to accident, loss, product tampering or adulteration, or theft.  Vendor shall notify the OS&D Contact immediately and confirm in writing the known details of any applicable incident as requested by Calavo. Vendor’s liability shall begin when Vendor or their agent (including a Broker Carrier) takes possession, custody or control of the Shipment or upon execution of a Bill of Lading or receipt for such Shipment by Vendor, whichever occurs first. Vendor liability shall end when it receives a signed delivery receipt from the properly-named Consignee.

2. In the event of a deviation from the temperature range specification for any Shipment while Vendor (or the Broker Carrier) is in possession of the Shipment, Vendor (or the Broker Carrier) will notify the OS&D Contact immediately and confirm in writing the known details of the incident as requested by Calavo.

3. The value of Calavo’s claims for damage or loss of raw and packaging materials and other related materials necessary for production and handling will be computed at Calavo’s full purchase price. The value of Calavo’s claims for damage or loss of finished product (for example, contamination, breakage, fire, flood, wrecks, unexplained shortages, etc.) shall be computed as follows: (i) 100% of full invoice value on Shipments to Calavo’s customers, and (ii) 90% of Calavo's list prices on Shipments to other than Calavo's customers (e.g., Shipments to Calavo’s or its affiliates’ premises). Calavo shall also be entitled to include in its claims all of Calavo’s labor costs, product destruction costs and other costs that Calavo can reasonably demonstrate resulted from such damage or loss. If for any reason Vendor’s (or a Broker Carrier’s) insurance company refuses to pay Calavo in accordance with these computations, Vendor shall promptly pay the balance due to Calavo.

4. Claims shall be either paid, or disallowed, within 90 days of mailing by Calavo. If Calavo, in good faith, has a reasonable basis to be concerned about the financial ability of Vendor or its agents or subcontractors to pay, Calavo shall have the right to set-off claims for any lost or damaged Shipment against any charges or payments that Calavo owes Vendor; provided, that such setoffs are subject to reimbursement if a claim is subsequently determined to be invalid.

9. Shipper Load and Count.  Outbound Shipments are designated as “Shipper Load, Count and Seal” or its equivalent.  Calavo will secure such Shipments with a serialized seal supplied by Calavo.  Vendor shall not dispute the number of units, cases, pallets, etc., contained within any such Shipment and shall consider such Shipments delivered complete and in good order unless the Consignee immediately calls Calavo’s representative from the relevant dispatch facility and reports a missing or broken seal.  If seal integrity is compromised, Calavo shall be deemed to have sufficient grounds for submitting a claim against Vendor pursuant to Section 8 hereof and Vendor shall not unreasonably delay or withhold payment of any such claim.

10. Insurance.

1. Vendor, at its sole cost and expense, will purchase and maintain, and to the extent Vendor is a Broker, will confirm that each Broker Carrier purchases and maintains, throughout the term of the Agreement and for a period of at least one year after any termination of the Agreement, the following liability coverages:

1. Workers’ Compensation insurance, with limits and terms as required by statute or other applicable law.

2. Commercial Automobile Liability insurance covering the vehicles, bodily injury and property damage suffered by third persons resulting from Vendor’s, its employees’ or agents’, use or operation of the vehicles, and including any other owned, non-owned and hired vehicles and motorized equipment used in connection with the Services or otherwise in relation to the Agreement. The coverage limits shall be at least one million dollars ($1,000,000) combined single limit and in the aggregate.

3. Cargo Liability/Property insurance covering goods transported by Vendor or on behalf of Vendor (whether in the care, custody and control of itself or others) with a limit of not less than two hundred fifty thousand dollars ($250,000) per occurrence.  Notwithstanding the foregoing, Vendor agrees that it shall be in possession of relevant and applicable cargo insurance coverage in an amount sufficient to cover the loss or damage of the cargo being transported in any Shipment. Vendor’s cargo insurance must not exclude from coverage any commodities or cargo carried on any Shipment. If Vendor’s cargo insurance policy contains a schedule of covered vehicles or equipment, Vendor will not transport any cargo on a Shipment using a vehicle and/or equipment that is not listed as scheduled on Vendor’s cargo insurance policy.

4. General Liability insurance for liability arising out of Vendor’s, including its employees’ or agents’, Services or other operations or conduct related to the Agreement, including but not limited to coverage for third-party property damage, bodily injury, personal injury, and products, providing defense outside of limits (without express authorization from Calavo) and indemnity for liability for alleged injury to persons or property. The insurance will have limits of no less than one million dollars ($1,000,000) Per Occurrence and Personal Injury and two million dollars ($2,000,000) Products / Completed Operations and Aggregate.

5. Excess Liability insurance following the form of underlying policies for General Liability (inclusive of Products Liability), Employers Liability (WC), & Automobile Liability, with limits of no less than four million dollars ($4,000,000).

2. The insurance policies providing the foregoing coverages will (i) be written by insurance companies with an AM Best Rating of at least A, VII or better and authorized to transact business in all jurisdictions in which the Services will be provided; and (ii) provide that the insurance companies issuing the policies will endeavor to notify Calavo at least 10 days prior to any policy cancellation.

3. Calavo shall be named as an additional insured on all of the liability coverage with the exception of the Workers’ Compensation and Cargo Liability coverages. The relevant policies shall be endorsed as follows: “Calavo Growers, Inc., including its owners, officers, directors, employees, agents and assigns are added to this policy as additional insureds.” Said policies are to be primary and non-contributing as respects any other insurance that may be available to Calavo to the extent of Vendor’s legal or contractual liability. A waiver of subrogation in favor of Calavo shall be evidenced for all liability policies.

4. Vendor will furnish Calavo with a certificate of insurance evidencing the foregoing coverages upon, or prior to, execution of a Schedule A by the Vendor, and thereafter whenever the coverage is renewed, at least once per year, throughout the duration of the Agreement and for a period of one year thereafter. Vendor will provide Calavo with copies of all insurance policies within a reasonable time upon request.

5. The foregoing insurance requirements shall not be construed in any manner as waiving, restricting, or limiting the liability of Vendor for any obligations imposed under the Agreement (including but not limited to, any provisions requiring Vendor to indemnify, defend, and hold Calavo harmless under the Agreement).

11. Indemnification. Vendor shall defend, indemnify and hold harmless Calavo its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or related to the Services or vendor’s gross negligence, willful misconduct, bad faith, fraud or breach of the Agreement. In connection with such indemnification, Vendor shall not enter into any settlement without such Indemnitee’s prior written consent.

12. Seller’s Personnel and Independent Contractors. Vendor is solely responsible for the actions, conduct, and performance of its personnel and any independent contractors it engages in fulfilling its obligations under the Agreement. All personnel and contractors used by Vendor shall be experienced and qualified to perform the assigned duties, including holding all licenses, certifications or accreditations as required by applicable law or industry practices, and shall act in a professional and competent manner. Vendor agrees that any personnel and contractors used by Vendor are not considered employees of Calavo and that Vendor assumes all responsibility for compliance with applicable employment laws, tax obligations, and other legal requirements for such personnel and contractors. Vendor shall ensure that, while on any Calavo premises, its personnel and contractors comply with all rules and regulations of the United States Occupational Safety and Health Administration, all other commonly known industry safety practices and such other safety practices and security procedures established for such Calavo premises that are posted at such Calavo premises or are otherwise made known to Vendor, including the restriction of access by Vendor to certain areas of Calavo’s premises or systems.

13. Equipment.

1. Vendor shall ensure, at its sole cost and expense, to furnish the mutually agreed upon number, types and size of equipment (“Equipment”), or if no such Equipment is agreed to by Calavo and Vendor, a sufficient amount of Equipment necessary, to perform the Services.

2. Vendor shall ensure that the Equipment is suitable for performing the Services, in good operating condition, in reasonable appearance, in compliance with all applicable laws and conforms to any requirements established by Calavo and otherwise made known to Vendor.

3. In no event shall Calavo be liable to Vendor for any loss or damage sustained by or to such Equipment or for any loss by confiscation or seizure of such Equipment by any Operating Authority or other public authority.

4. Calavo undertakes no obligation to inspect Equipment for compliance with this Section. No actions by Calavo, including accepting the Services, shall constitute a waiver of any claims Calavo might later assert for any defects or issues with any Services.

14. Confidentiality.

1. From time to time in connection with the performance of the Agreement, Calavo and Vendor (in such capacity, the “Disclosing Party”) may disclose or make available to the other (in such capacity, the “Receiving Party”) information about its business, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" or “proprietary” (collectively, “Confidential Information”). “Confidential Information” shall also include the Agreement, including, any of the terms contained in a Schedule A, and the fact that Calavo and Vendor have a business relationship. Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by Receiving Party or any of its Representatives; (ii) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of Receiving Party or its Representatives prior to being disclosed by or on behalf of Disclosing Party; (iv) was or is independently developed by Receiving Party without reference to or use of, in whole or in part, any of Disclosing Party's Confidential Information as established by Receiving Party’s written records.

2. Receiving Party shall: (A) protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to Receiving Party’s Representatives who need to know such Confidential Information in connection with performing its obligations under the Agreement. Receiving Party shall be responsible for any breach of the obligations in this Section caused by any of its Representatives.

3. In the event that the Receiving Party is required, by order, subpoena or otherwise, by a government authority having such power, to disclose Confidential Information, the Receiving Party shall: (i) notify the Disclosing Party of the prospective disclosure as soon as practicable, (ii) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking such protective orders or relief from such disclosure as may be available, (iii) in the absence of such relief from disclosure, disclose such portion (and only such portion) of the Confidential Information that, in the opinion of its counsel, the Receiving Party is legally compelled or are otherwise required to disclose; and (iv) in connection with any disclosure of such Confidential Information in accordance with this Section, use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so disclosed. The Disclosing Party shall be entitled to injunctive relief for any violation of this Section 14.

4. The confidentiality and non-disclosure obligations shall survive the termination of the Agreement or the completion of the applicable Services for a period of two years thereafter.

15. Ownership of Intellectual Property.  Neither party shall acquire any license, title or other rights in or to any Intellectual Property Rights of the other party under the Agreement or in connection with the Services.

16. Compliance with Laws.  Vendor shall comply with all applicable federal, state, and local laws and regulations in the performance of its obligations under the Agreement, including obtaining, and at all times during the performance of the Agreement, maintaining, all necessary licenses and consents and complying with all relevant laws applicable to the provision of the Services. If any such license or permit is in any way revoked, canceled, suspended or discontinued, Vendor shall notify Calavo immediately. If Vendor fails to maintain such licenses and/or consents, Calavo will not be responsible for payment for any applicable Services provided after the date of such revocation, cancellation, suspension or discontinuance.

17. Taxes and Assessments.  Vendor shall have full responsibility for, and shall pay, all applicable taxes, assessments, insurance (including, but not limited to, workers compensation, unemployment compensation, disability, old age pension and social security insurance or other requirements of any jurisdiction of similar kind or content) and other financial obligations arising out of the performance of the Services under the Agreement, and if any such financial obligation is imposed upon Calavo, Vendor will promptly reimburse and/or indemnify and hold Calavo harmless for the amount thereof paid by or claimed against Calavo.

18. Force Majeure.  Except as otherwise provided in the Agreement, the obligation of Vendor to furnish, and of Calavo to use, the Services shall be temporarily suspended during any period in which either of the parties are unable to comply with the requirements of the Agreement by reason of the acts of God; pandemic or epidemic; fire; flood; acts of terrorism; labor strike; civil commotion; derailment; government interference or regulations; or other contingencies similar to the foregoing beyond the reasonable control of the affected party (each, a “Force Majeure Event”); provided, however, that: (i) the non-performing party gives immediate written notice thereof to the other party that clearly describes the Force Majeure Event, its effect on the non-performing party’s ability to perform its obligations hereunder and the measures such party intends to take to minimize or mitigate the effect of the Force Majeure Event; (ii) such failure to perform could not have been prevented by commercially reasonable precautions; (iii) the suspension of performance is of no greater scope and of no longer duration than is necessary given the nature of the Force Majeure Event; (iv) the non-performing party uses best efforts, including implementation of a disaster recovery or business continuation plan maintained by such party, to remedy the inability to perform; and (v) the Force Majeure Event was not caused by the fault, negligence or willful misconduct of the non-performing party, by failure of such party to comply with any applicable law, rule, regulation or other governmental requirements or by any breach or default of the Agreement by such party.

19. Limitation of Liability. IN NO EVENT SHALL CALAVO BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF (1) WHETHER SUCH DAMAGES WERE FORESEEABLE, (2) WHETHER OR NOT CALAVO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (3) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

20. Assignment; Subcontractors.

1. Vendor shall not assign or delegate any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Calavo. For purposes of the Agreement, the term “assign” shall include any change in the controlling ownership of Vendor or any entity that directly or indirectly owns or controls Vendor, whether by merger, consolidation, sale of stock or otherwise. No assignment or delegation shall relieve Vendor of any of its obligations under this Agreement.

2. Vendor shall not, without Calavo’s prior written consent, subcontract with any person or entity, other than Vendor’s employees to perform the Services.

3. Prior to the commencement of any work by any approved subcontractor, Vendor shall enter into a written agreement with such subcontractor that binds the subcontractor to terms that are at least as protective of the rights and information of Calavo under the Agreement, including, without limitation, the confidentiality obligations contained herein.

4. Vendor’s engagement of any such approved subcontractor does not relieve Vendor of its obligations under the Agreement. Vendor shall remain fully responsible for the performance of any such approved subcontractor and its employees and for their compliance with all terms and conditions of the Agreement as if they were Vendor’s own employees. Notwithstanding Calavo’s approval of any subcontractor pursuant to the terms hereof, no contractual relationship shall exist between Calavo and any such subcontractor.

21. Waiver.  No waiver by Calavo of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Calavo. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

22. Governing Law; Jurisdiction.

1. The Agreement shall be governed by the laws of the State of California, without regard to its conflict of law principles.

2. Any legal suit, action or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States of America or the state courts of the State of California in each case located in the Los Angeles, California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

23. Dispute Resolution. Calavo and Vendor agree that the Agreement is being entered into in good faith and that if a dispute arises in its application or interpretation the following shall apply:

1. The parties shall attempt in good faith to resolve any dispute arising under the Agreement by negotiation and consultation between themselves. If such a dispute is not resolved on an informal basis within 20 days of the commencement of negotiations, either party may refer the dispute to executives of each party designated in writing by such party. If the executives cannot resolve the dispute within 60 days after the date of escalation, either party may initiate mediation proceedings as set forth below.

2. If the executives cannot resolve the dispute within the time period set forth above, the parties may submit the dispute to any mutually agreed mediation service for mediation. The parties shall cooperate with each other in selecting a mediation service and shall cooperate with the mediation service and with each other in selecting a neutral mediator and in scheduling the mediation proceedings. The mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties.

3. If the parties cannot resolve any dispute for any reason, then within 180 days after submission to mediation, either party may file suit in a court of competent jurisdiction in accordance with the provisions of Section 22.

24. Supplier Code of Conduct. As indicated by Vendor’s acceptance of, and signature to, a Schedule A, Vendor agrees to the Calavo Supplier Code of Conduct found at: https://calavo.com/code-of-conduct/. 

25. Notices. All notices required under the Agreement will be in writing and shall be deemed to have been given (a) when hand delivered (with written confirmation of receipt); (b) when received by the addressee if delivered by registered or certified mail return receipt requested or prepaid via reputable overnight or international courier; or (c) on the third (3rd) day after the date mailed by certified or registered mail (in each case, return receipt requested, postage pre-paid). Any notices provided pursuant to this Section may be sent with a copy to Calavo’s e-mail address set forth below but shall not constitute notice unless Calavo expressly waives the notice provisions of this Section.  Any notices shall be sent to the following addresses (or to such other address for a party as shall be specified in a notice given in accordance with this Section):

To Calavo:

                Calavo Growers, Inc.

                1141A Cummings Road

                Santa Paula, CA 93060

                Email: legal@calavo.com

                Attention: Legal Department

To Vendor, to the address set forth on its Schedule A.

26. Entire Agreement. The Agreement (including these Terms and Conditions, the RFP Documents, any outstanding Schedule A, any outstanding Rate Confirmation and any outstanding Bill of Lading) and any other documents incorporated herein by reference constitute the entire agreement between the parties and supersede all prior agreements or understandings. In the event of any conflict between these Terms and Conditions, and any other agreements, these Terms and Conditions shall govern, unless such other agreement or document expressly states that the terms and conditions of such agreement or document shall control. The Agreement may be amended by a written document executed by both parties; provided, however, that in the event a Schedule A is not outstanding, these Terms and Conditions may be amended from time to time by Calavo in its sole discretion.

27. Severability. If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

28. Survival.  The provisions of the Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of the Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidentiality, Governing Law, Insurance, and Survival.

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