Common Wealth Poultry Co., Llc

COMMON WEALTH POULTRY CO., LLC

POULTRY PROCESSING AGREEMENT

Common Wealth Poultry Company, LLC (“Common Wealth”) is a Maine limited liability company, with a processing facility in Gardiner, Maine. (“Common Wealth Facility”) ______(“Customer”) is a ______<state>______<business form (llc, sole proprietorship, partnership)>______raising poultry at a facility in ______<town, state>.

Customer wishes to schedule processing time for its poultry at the Common Wealth Facility, and Common Wealth agrees to process Customer’s poultry on the following terms:

1. Customer shall:

1. Not feed the poultry for at least 15 hours before delivery to the Common Wealth Facility. Customer’s poultry delivery to the Common Wealth facility is an express representation by Customer that the poultry has not been fed within 15 hours of the delivery time. Common Wealth is not obligated to Customer to inspect the poultry to determine whether the poultry has been fed within 15 hours of delivery, but if Common Wealth determines that the poultry has been fed it is entitled to reject the delivery;

1. Deliver its poultry to the Common Wealth Facility no later than 7:00 am on the scheduled processing date. Common Wealth is entitled to reject deliveries that are more than 15 minutes late;

1. Deliver its poultry in crates. Cardboard boxes are not crates. Common Wealth, in its sole discretion, is entitled to reject improperly crated deliveries;

1. Pick up processed poultry by 2:00 pm on the day after the scheduled processing date, unless otherwise agreed. Customer shall pay Common Wealth $20 per day for each day after the pick-up date that Customer fails to pick up the poultry.

1. Notify Common Wealth if it has given its poultry antibiotics so that the scheduled processing date may accommodate any grace period required to eliminate antibiotic residue required by law. (“antibiotic grace period’) Customer shall not administer antibiotics during the antibiotic grace period. Customer’s poultry delivery to the Common Wealth Facility is an express representation by Customer that either the poultry has not been given antibiotics, or that the antibiotic grace period has expired; and

f. At the time of delivery, deliver to Common Wealth a completed, signed and dated pharmaceutical disclosure form as shown in Schedule A concerning drugs administered to Customer’s poultry before delivery.

2. Common Wealth shall:

a. Slaughter, process, air-chill and vacuum-pack Customer’s poultry. Birds will be packaged whole, without organs, unless specified on Customer’s order form;

b. Arrange USDA inspection of Customer’s Poultry;

c. Label the poultry as follows:

(i)With no label if the Customer intends to sell its processed poultry at wholesale unless Customer otherwise indicates;

(ii)At Customer’s election, with a Common Wealth Poultry label or Generic Customer label if the Customer intends to sell at retail;

(iii)If Customer does not indicate whether the processed poultry will be sold at wholesale or retail, Common Wealth Poultry will label the processed poultry with a Common Wealth Poultry label;

d. Maintain the Common Wealth Facility in accordance with U.S.D.A. regulations, and any other standards required of it by law; and

e. Maintain a current Order Form and a current Pharmaceutical Disclosure Form on the Common Wealth website.

3. Ordering/Payment.

a. Customer shall submit its order for scheduling to Common Wealth on a current order form. (“Order Form”)The most current Order Form, showing current pricing, shall be available on the Common Wealth website An example of the Order Form is attached as Exhibit B.

b. The pricing reflected in the Order Form is based on a minimum order for chickens of 200 birds, and 50 birds for turkeys. Orders with fewer birds than the minimum order sizeare subject to a $1.00 per bird upcharge for processing.

c. If Customer delivers 80% or fewer birds than scheduled to the Common Wealth Facility on the scheduled date, Customer will pay Common Wealth 80% of the fee calculated based on the original order. In Common Wealth’s sole discretion, Common Wealth may waive this provision if a Customer notifies Common Wealth of an anticipated delivery shortfall more than 2 weeks ahead of the scheduled processing date.

d. Customers who schedule more than 10,000 chickens per year must pay a deposit of $1.00 per bird. This deposit is non-refundable. It shall be credited back to Customer’s account at the rate of $1.00 per bird processed.

e. Common Wealth is not financially responsible for birds condemned by the USDA inspector or those that arrive dead. Common Wealth is entitled to full payment for all birds delivered, including dead or condemned birds.

f. As required by the USDA, Common Wealth will trim birds by removing bruised or broken wings and by removing questionable meat during processing. Common Wealth is entitled to full payment for each bird, regardless of whether the bird has been trimmed.

g. Customer shall pay Common Wealth in full for the processed poultry at pick-up. Delayed payment, whether agreed upon or not, shall be subject to an interest charge of 1.5% per month on the outstanding balance.

4. General.

1. Indemnification. Customer shall defend and indemnify Common Wealthand its directors, officers, members, employees, and shareholders from and against all third party claims, actions, suits, demands, damages, obligations, losses, settlements, judgments, costs and expenses (including without limitation reasonable attorneys’ fees and costs) (“Claims”) which arise out of or relate to (1) death or bodily injury or (2) loss of or damage to real property resulting from any negligent act or willful misconduct of the indemnifying party except to the extent that such losses result from, in whole or in part, (a) the negligence, unlawful or wrongful acts of Common Wealth or any other person acting in concert with Common Wealth.

1. Insurance. Customer shall obtain and maintain throughout the term of the Agreement, Commercial General Liability Insurance including coverages for contractual liability, product liability, personal injury and bodily injury in an amount not less than $1,000,000 per occurrence/$2,000,000 aggregate. Customer shall furnish Common Wealth with a certificate of insurance evidencing the coverages as outlined above upon execution of this Agreement.

1. Maine Law Applies. This Agreement will be governed by and interpreted in accordance with the laws of Maine. The Parties agree that any action arising out of this Agreement or the Services will be brought solely under the relevant courts located in the in any state or federal court of competent jurisdiction located in Maine.

1. Attorneys’ Fees. If any legal action is commenced related to, or arising out of, this Agreement, Common Wealth shall be entitled to recover from Customer all costs of defending or prosecuting the action, including, without limitation, all court or arbitration costs or mediation costs and reasonable expert fees and attorneys' fees.

1. Severability. If any clause or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect.

1. No Assignment. Neither this Agreement, nor any right or interest herein, may be assigned, in whole or in part, without the express written consent of the other party.

1. Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any clause of this Agreement shall not be construed as a waiver or modification of such clause, or impairment of its right to enforce such clause thereafter.

1. Entire Agreement; Modification. This Agreement, including the Exhibits hereto, is the entire agreement between the Parties with respect to its subject matter and supersedes any prior agreement or communications between the Parties, whether written or oral relating hereto. No representation, inducement or promise has been made or relied upon by either party, unless expressly set forth in this Agreement. This Agreement may be modified only by a written amendment signed by authorized representatives of both parties.

COMMON WEALTH POULTRY COMPANY, LLC: / CUSTOMER:
(Printed Name of Customer)
(signature) / (signature)
(Printed Name of Authorized Party Signing) / (Printed Name of Authorized Party Signing)
Printed Title / (Printed Title)
Date: / Date:

EXHIBIT A

PHARMACEUTICAL DISCLOSURE FORM

______(“Customer”) represents the following to Common Wealthregarding the poultry delivered by Customer to the Common Wealth Facility on ______, 20____:

1. Customer has/has not given its birds antibiotics. (circle as appropriate)

2. Customer has given its birds antibiotics, has notified Common Wealth, and the antibiotic grace period agreed to between Common Wealth and Customer has expired.

3. Customer has/has not vaccinated the poultry in this delivery. (circle as appropriate)

Customer acknowledges that Common Wealth will rely on these representations in its efforts to comply with safety standards required by law.

Customer:
(Signature) / Date
(Printed Customer Name)
By:
(Printed Name of Person Signing)
Title:
(PrintedTitle of Authorized Person Signing)

EXHIBIT B

SAMPLE ORDER FORM

Common Wealth Poultry Processing Order Form / Heart, Liver Necks
In bird or
1# or 5# or Necks 5# only / After cutting, what do you want Common Wealth to do with the remaining backs, frames, or other bones? / no / LABELING: IF YOU ARE SELLING AT WHOLESALE, YOU DO NOT NEED TO LABEL EACH ITEM/PCACKAGE
(Circle Below) / Custom Generic Labels with my Farm Name / PLANT USE / RACK #/COL / LOT# / Payment in full is required at pick-up. Late payments are subject to a 1.5% finance charge on the unpaid balance
Wings
(1#or 5#) / yes
Quantity Leg Quarter / I want the bones back in 10# packages:
Quantity Bone-in Thigh/ Drum
Boneless dark ($1/lb) / CON/DOA / P/U tIME
Quantity Boneless Breast / BONES: / Common Wealth Poultry Label
Quantity Bone In Breast / 5# / CUSTOMERS PLACING ORDERS FOR MORE THAN 10,000 BIRDS PER YEAR ARE REQUIRED TO PROVIDE COMMON WEALTH WITH A $1/BIRD NON-REFUNDABLE DEPOSIT / PLEASE NOTE:
WE DONOT WEIGH INDIVIDUAL PACKAGES
WE CHARGE FOR EVERY BIRD THAT IS CONDEMNEDOR DEAD ON ARRIVAL
WE PACK 1 WHOLE BREAST, 4 THIGHS,5 DRUMS, 6 WINGS TO A PACKAGE / PHONE:
Quantity Cut / Packaging: / 1#
Quantity Whole / Circle / No Label / ADDRESS:
Total Quantity / Amount:
Bird Type / Cornish Cross Chicken $_____to process,
$_____to cut / Other Chicken
$____to process,
$___to cut / Fowl/Chicken
Processing:
> 199 $____
< 200 $____
Cut $___
Freedom Rangers, Laying hens, other fowl / Turkey
$______process
$_____ cut / OTHER SERVICES / GRINDING:
100# minimum/ 1.50/#
Subject to availability / FARM NAME:

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