Terms of Service Agreement

Effective March 29, 2011, unless superceeded by an executed written agreement, any person or company (CUSTOMER) bringing meat or livestock to Lorentz Etc. Inc. DBA Lorentz Meats (LORENTZ), located at 705 Cannon Industrial Boulevard in Cannon Falls, Minnesota, 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 Lorentz for processing.

1. Definitions

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 Lorentz facility by Customer for further fabrication, processing, packaging or repackaging or (b) meat from livestock slaughtered by Lorentz 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, Lorentz assumes complete responsibility for livestock and its products only from the time of stunning until meat products leave Lorentz’s possession. However, Lorentz 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, Lorentz assumes no liability or responsibility financially or otherwise for livestock harmed or dead prior to time of stunning, unless due to Lorentz’s negligence. Customer is responsible for any costs or losses to Lorentz caused prior to stunning by livestock brought by Customer to a Lorentz facility, such as livestock arriving harmed or dead to a Lorentz facility or livestock harming self or other livestock while disembarking or while in holding pen. 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 Lorentz’s facility and/or employees. Further, once animal is inside a Lorentz 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 Lorentz 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, Lorentz will use their best efforts to resume normal processing activities.

2.4 After livestock slaughter, Lorentz shall gain ownership of all offal and by-products. At the sole discretion of Lorentz, Lorentz may offer Customer a credit for offal on a per-animal basis. Heart, liver and tongue may be retained by Customer if requested by Customer when supplying carcass cutting instructions.

3. Processing and Packing of Meat

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

3.2 Lorentz 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 Lorentz. In such event, Lorentz 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 Lorentz’s quality specifications according to the type of product to be produced.  Quality specifications are maintained by Lorentz’s Quality Assurance Department. If Customer delivers raw materials to Lorentz 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 Lorentz, and fair market value of any other meat contaminated by the unsuitable meat. Customer will also provide a Certificate of Analysis (COA) for such meat, as required.

3.4 For the production of fresh or cooked sausage and cured whole-muscle products, if Customer does not provide meat, Lorentz will ensure meat is appropriate for the type and quality of product ordered by Customer. Lorentz 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 Lorentz facility by Customer that will not be fully unwrapped and processed, such as the reboxing of products that were vacuum packaged at a non-Lorentz facility. Further, Customer will be liable for any animal, meat or meat product at a Lorentz facility negatively affected by such product brought by Customer.

3.6  Lorentz will assume responsibility for product slaughtered by Lorentz 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.  For product that can be reworked or further processed, Lorentz will bill Customer only for the livestock slaughter, basic fabrication, and re-processing of the product.  Lorentz will not bill Customer for initial processing or Lorentz packaging loss. For trim brought in (i.e., slaughtered elsewhere) for grind and packaging only, Lorentz will not assume responsibility for any positive e.Coli results; Customer will be charged for packaging, removal from packaging and any further processing determined by Customer and Lorentz to be appropriate for mitigating loss. For any other positive testing results, Lorentz will assume responsibility for the product if not disproven to be the fault of Lorentz, to the extent that rework does not cover the loss.

3.7 Once the product leaves the possession of Lorentz, Lorentz 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 Lorentz and due to the negligence of Lorentz, other than meat lost due to normal shrink during processing, Lorentz 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). Lorentz agrees to not bill Customer for any processing or Lorentz packaging loss. Customer agrees not asses any margin or additional fees to Lorentz 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 labels, including USDA label approval, and any special packaging, including case boxes.

4.2 Lorentz will provide space on site for reasonable packaging inventory, but reserves the right to charge for storage of excessive inventory. Also, Lorentz 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. Lorentz 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 Lorentz reserves the right to dispose of Customer’s labels and/or special packaging after six months from the last date of production for Customer. Lorentz will make a good faith effort to offer return of such packaging prior to disposal.

4.4 Lorentz 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 Lorentz misprinted labels or mislabeled product unless such misprinting or mislabeling was directed by Customer. Customer is responsible for any operational costs incurred by Lorentz in correcting mislabeled product unless mislabeling was the fault of Lorentz.

5. Insurance

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

6. Release of Product

If Customer gains possession of product prior to return of microbiological testing results to Lorentz (a Rolling Release), Customer agrees to hold product until notified by Lorentz of a passing test. If Customer breaches this agreement, Customer will be responsible for all costs, losses and damages incurred by Lorentz including, but not limited to, costs associated with any legal actions, loss of business and any associated fees or fines.

7. Hold Harmless and Indemnity

7.1 Customer shall indemnify, defend and hold harmless Lorentz and its directors, officers, employees, agents or assigns (Lorentz 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 Lorentz, except to the extent that Damages were caused directly or indirectly by acts or omissions of any Lorentz Party.

7.2 Lorentz 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 Minnesota. Lorentz and Customer submit to the jurisdiction and venue of the state or federal courts in the State of Minnesota for any legal action arising from or connected with this Agreement.

9. Complete and Continuing Agreement

Customer and Lorentz agree this Agreement is complete, continuing and controlling as long as service is requested and until obligations are performed by the parties. This Agreement supersedes any other agreement previously entered between the parties.

End of Terms of Service