Terms of Use

Last Updated:  November 25, 2024

These Terms of Use (the “Terms”) describe the rules that apply to the websites, mobile applications, client portals, and other electronic services (together, the “Services”) of Baldor Specialty Foods, Inc. (“Baldor,” “we,” “our,” or “us”), including all websites, webpages, applications, products, emails, documentation and features offered by or through the Services. Please read these Terms carefully.

1. Acceptance. Your use of the Services is expressly conditioned on your acceptance without modification of these Terms. Any use of our Services that is inconsistent with these Terms is unauthorized. Your use of the Services, including your browsing of any webpages on the Services or downloading any of our mobile apps, constitutes your acceptance and agreement to be bound by these Terms. If you do not agree with our Terms, please, please do not use our Services. If you use the Services on behalf of a company, business, or other entity, then (a) the term “you” includes you and such company, business, or entity, and (b) you represent and warrant that you are authorized to bind such company, business, or entity to these Terms and you agree to these Terms on such company’s, business’s, or entity’s behalf.
2. Eligibility to Use the Services.You may use the Services only if you have reached the age of majority where you live and can form a binding contract with us under applicable law.You represent and warrant that (a) your use of the Services is legal in, and does not violate any laws or regulations of where you live or from where you access the Services, (b) you possess the legal right and ability to enter into these Terms and to use the Services in accordance with these Terms, (c) your use of the Services will be in accordance with these Terms, and (d) your use of the Services will be in accordance with all applicable laws and regulations.

Your use of the Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations, including the Export Administration Regulations and sanctions control programs of the United States. In particular, you represent and warrant that you (i) are not a prohibited party identified on any government export exclusion lists or a member of a government of any other export-prohibited countries as identified in applicable export and import laws and regulations, (ii) will not transfer software, technology, or other technical data via the Services to export-prohibited parties or countries, (iii) will not use the Services for military, nuclear, missile, chemical, or biological weaponry end uses in violation of United States export laws, (iv) will not access or use the Services from a country or region that is targeted for comprehensive trade sanctions by the United States government, and (v) will not transfer, upload, or post via the Services any software, technology, or other technical data in violation of United States or other applicable export or import laws.

1. Ownership of the Services and Their Content. All of the following are the exclusive property of Baldor and/or our various subsidiaries, affiliates, brands, or licensors and are protected under applicable copyright, trademark, and other proprietary rights laws: the Services and all information, images, photos, graphics, sounds, music, videos, interactive features, data, text, scripts, files, links, software (including the software that powers the Services), messages, communications, content, organization, design, compilation, translation, digital conversion, trademarks, trade names, service marks, taglines, logos, and[MM1]  other matters related to, or located or contained within, the Services (collectively the “Content”). All words and symbols designated by ® or ™ and used on or in connection with the Content (collectively the “Marks”) are trademarks or registered trademarks of, and are proprietary to, Baldor or other owners that have granted us the right and license to use such Marks. For clarity, there may be instances where trademark or copyright symbols are omitted for creative reasons, which does not impact the validity or enforceability of these Marks.
2. Limited Right to Use the Services and the Content. In exchange for your agreement to these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, and revocable right to use the Content solely for your internal business purposes. Other than as specifically provided in these Terms, you may not use, copy, download, reproduce, republish, distribute, transmit, broadcast, display, assign, license, sublicense, sell, alter, prepare derivative works of, or otherwise exploit the Content (in whole or in part) without our prior, express, and written permission. You do not have any ownership rights to the Services or any of their Content. All rights in and to the Content not expressly granted in this Section 4 remain in us and our licensors.
3. Prohibited Uses. You agree to use the Services only for the purposes for which we provide the Services, and in accordance with these Terms. Without limiting the foregoing, you agree that you will not: (a) modify, translate, decompile, reverse engineer, recreate, disassemble, or otherwise attempt to determine the makeup or source code of the Services or make any unauthorized changes to or copies of the Services; (b) circumvent, disable, remove, avoid, bypass, deactivate, impair or otherwise interfere with any (i) security-related features of the Services or (ii) features that prevent, restrict, or limit use or copying of any Content; (c) use any web crawler, robot, spider, or other automated method to retrieve, data mine, scrape or otherwise gather information or Content available through the Services; (d) upload, post, email, or otherwise transmit any material that contains trojan horses, worms, malicious software, viruses, or any other computer code, files, or programs of a destructive nature or designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) frame, reproduce or copy the Services, or access or use the Services through an interface other than one we provide to you; (f) disclose any Content to any third party without our prior, express, and written consent, including moving or copying Content from a secure to a non-secure area of the Services; (g) falsify or delete any author attributions, legal, or other notices or proprietary designations or labels (such as copyright, trademark, and other proprietary rights notices) contained in or on the Services; (h) use the Services in violation of any applicable law, regulation or code of conduct, any additional terms, or our Privacy Policy; in violation of the legal rights of another person; or in any manner which we deem in our sole discretion to be inappropriate or harmful.
4. Privacy. Use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference.
5. User Submissions. If you submit any content or materials through the Services or if you provide us with any comments, ideas or feedback relating to the Services (collectively, “User Submissions”), you (i) grant us and our affiliates a non-exclusive, irrevocable, royalty-free, transferable, sublicensable, and worldwide right and license to use, store, display, post, reproduce, modify, publish, broadcast, perform, print, distribute, sublicense, and prepare derivative works of your User Submissions in perpetuity in connection with our Services and our and our affiliates’ businesses (and our and our affiliates’ successors’ businesses), including for purposes of developing, operating, improving, re-designing, providing, re-distributing, using, promoting, and marketing all or part of the Services, in any and all media formats (now known or hereafter developed) and through any and all media channels (now known or hereafter developed), and (ii) represent and warrant that you have all necessary licenses, rights, consents, and permissions to grant us the foregoing license. Nothing in these Terms will restrict other legal rights that we may have to User Submissions, for example, under other licenses. You agree that you will not receive any consideration or compensation in connection with your User Submissions.
6. User Accounts and Registration. Certain features and functionality of the Services require you to register with us by entering your email address, your name, company name, contact information, a valid username and password, and providing other required registration information (collectively “Registration Information”). You represent and warrant that, at the time of submission to us, your Registration Information is true, accurate, current, and complete. You further agree to maintain and promptly update your Registration Information, as necessary or upon request. Upon completing the registration process with us, you may be provided with a Services account in our sole discretion (“Your Account”).

We will have no liability associated with, or arising from, your failure to maintain accurate, current, and complete Registration Information, including liability arising out of your failure to receive information about the Services or Your Account. We will not be responsible for verifying your Registration Information. You may not (i) select or use as your Registration Information a name of another person with the intent to impersonate that person; (ii) use as your Registration Information a name subject to any rights of a person other than you without appropriate authorization; (iii) use as your Registration Information a username or screen name that disparages, in any manner, the Services, us, or our licensors or service providers; or (iv) create any user account by automated means or under false or fraudulent pretenses. We reserve the right, at our discretion, to (a) refuse acceptance of your Registration Information and (b) cancel or deactivate Your Account, including due to inactivity, and, at our election, delete all related information and files in, or relating to, Your Account, including any User Submissions.

You must maintain the confidentiality and security of Your Account and Your Account-related information (including your Registration Information). You may not provide Your Account, your Registration Information, or Your Account-related information to any other person or entity. You are fully responsible for all use of, and activities that occur under, your Registration Information and Your Account and for any actions that take place through your registration or access to the Services (whether conducted by you or another). We will not be liable for any unauthorized access or use of your Registration Information or Your Account. If you suspect that someone may have obtained access to Your Account or Your Account-related information, you must (i) contact us immediately and (ii) change Your Account password. We reserve the right to require you to change your Registration Information from time to time.

1. Changes to the Services. From time to time, we may add to or change the functionality and features of the Services. We reserve the right to change, modify, suspend, or discontinue the Services, including any features or functionality, in whole or in part, without notice or liability to you. We do not guarantee the ongoing availability of  the Services or any of their features or functionality.
2. Product Specifications, Pricing, and Availability. Although we strive for accuracy in all elements of our Services, product specifications, pricing, availability and other content on the Services, such elements may not be complete, accurate, reliable, current, or error-free. Please use your best judgment when using our Services. Baldor is not responsible for your interpretation or reliance on any information or content found on the Services, and makes no representations about the accuracy, reliability, completeness, or timeliness of the Services. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or features on our Services at any time without prior notice. In the event of any errors, Baldor has the right to refuse or cancel any orders in its sole discretion. All prices displayed on our Services are quoted in U.S. dollars and are valid in the continental United States only. We reserve the right, without prior notice, to discontinue or change specifications for our products or Services at any time.

An order placed by you is an offer to purchase. Any confirmation of your order prior to delivery is merely a confirmation of receipt of your offer to purchase and prior to delivery we can refuse an order. If we charged your account prior to acceptance or cancellation, we will issue a credit to your account in the amount of the charge. You represent and warrant that you have the legal right to use any credit card(s) you provide or other payment method(s) we have agreed to with you in connection with any transaction.

Please review our other terms and policies, including our Delivery Information, Online Payment Information, and General FAQs (collective, “Additional Terms”) for additional terms governing your purchases.  These Additional Terms are incorporated herein by reference. 

1. Third Party Products. The Services may contain links to or display websites, services, products, offers, events, promotions, discounts, or activities provided or offered by or through third parties (collectively the “Third Party Products”). In addition, the Services may provide you with the ability to interact directly with third parties that offer, advocate, or make recommendations for Third Party Products. We are not responsible for, and disclaim any liability with respect to, Third Party Products and the content, accuracy, or opinions expressed in, or with respect to, Third Party Products.
2. Additional Terms for iOS Apps. In addition to the other provisions of these Terms, the following provisions apply with respect to your use of any version of our mobile apps compatible with Apple Inc.’s iOS operating system.
   1. You and Baldor acknowledge that these Terms of Use are between you and Baldor only, and not with Apple. Baldor, not Apple, is solely responsible for its websites and apps, and the content therein.
   2. The right you have been granted in these Terms of Use is limited to a non-transferable right to use Baldor’s apps on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using our mobile apps, such as your wireless data service agreement.
   3. You and Baldor acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the websites and apps.
   4. Apple is not responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of any of our mobile apps to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the mobile app to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Baldor’ sole responsibility.
   5. You and Baldor acknowledge that Baldor, not Apple, is responsible for addressing any of your claims or any third-party claims relating to our mobile apps or your possession and/or use of our mobile apps, including, but not limited to: (i) product liability claims; (ii) any claim that our mobile apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
   6. You and Baldor acknowledge that, in the event of any third-party claim that one of our mobile apps infringes that third party’s intellectual property rights, Baldor, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
   7. Any questions, complaints or claims with respect to our mobile apps should be directed to us, using the information found below under “Contact Information.”
   8. You and Baldor acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Use, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you.
   9. Risk of Use. Your access to, and use of, the Services, the Content, and any User Submissions are at your own risk, including your assumption of all risks that the Services, the Content, and User Submissions will be uninterrupted, timely, secure, and error-free. In no event will Baldor or any of our affiliates or licensors be liable for any loss or corruption of data, and neither we nor any of our affiliates or licensors have any responsibility or liability for the deletion or failure to store any information, data, User Submission, communications, or other content maintained or transmitted by or through the Services.
   10. Indemnity. You agree to indemnify, defend, and hold harmless us, our affiliates, and our and our affiliates’ owners, parents, partners, shareholders, members, subsidiaries, managers, directors, officers, employees, contractors, agents, licensors, suppliers, agents, representatives, and attorneys from and against any and all claims, liabilities, damages, losses, costs, and expenses, including court costs and reasonable attorneys’ fees, resulting from, relating or attributable to, or arising out of (i) your breach of, or failure to comply with, any of these Terms, (ii) any fraud, manipulation, deception, or misrepresentation by you, (iii) your access to, or use of, the Services and/or the Content, (iv) your User Submissions, (v) all use of, and activities that occur under, Your Account (whether conducted by you or another) and any actions that take place through your access to the Services and/or the Content, (vi) any violation of any law or regulation by you, and (vii) any dispute between you and another user of the Services (whether you and/or such other user are registered or unregistered). Neither we nor our affiliates or licensors have any duty to reimburse, defend, indemnify, or hold you harmless, including with respect to any claim, liability, damage, loss, cost, or expense resulting from, relating or attributable to, or arising out of, these Terms, the Services, or the Content or your use of, or access to, the Services or the Content.
   11. Disclaimer of Warranties. Except as expressly provided in these Terms, we make no representations or warranties of any kind, express or implied, regarding the Services and/or Content, User Submissions, products or services provided on the Services, all of which are provided on an “as is” and “as available” basis. We do not warrant the accuracy, completeness, currency, reliability or suitability of the operation of the Services, or any of the content or data found on the Services, and expressly disclaim all warranties with respect of the Services, Content, User Submissions, data, and any products or services offered for sale on the Services, including implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. We are not responsible for unavailable network connections, failed, incomplete, garbled or delayed computer transmissions, online failures, hardware, software or other technical malfunctions or disturbances or any other communications failures or circumstances affecting, disrupting or corrupting communications. We assume no responsibility, and will not be liable for, any damages to, or any viruses affecting your computer equipment or other property on account of your access to, use of, or browsing on the Services or your downloading of any materials, data, text, images, video, audio, or other Content from the Services.
   12. Limitation of Liability. In no event will Baldor be liable for any injury, loss, claim, damage, or any special, exemplary, punitive, direct, indirect, incidental or consequential damages of any kind (including, but not limited to economic loss, lost profits or lost savings), whether based in contract, tort, equity, strict liability, or otherwise, which arises out of or is in any way connected with the operation of, any use of (or inability to use) the Services, Content, User Submissions, or any failure or delay in the operation of the Services, even if advised of the possibility of such damages. Notwithstanding the foregoing, if Baldor should be found liable for any loss or damage which arises out of or is in any way connected with the Services, Content, User Submissions, or any of the products or services offered on the Services, Baldor’s liability shall be limited to the greater of $100 or the amount you have paid us in the preceding 12 months for access to the Services.
   13. Dispute Resolution. The following terms shall govern all disputes, claims, and causes of action arising out of or relating to the Services, these Terms, and/or our Privacy Policy (collectively, “Disputes”):
       1. Pre-Suit Notice. As a condition precedent to filing any Dispute in court, you must provide Baldor with 60 days’ advance, written notice describing the nature of the Dispute, and must work in good faith with Baldor to achieve a mutually agreeable resolution of the Dispute. 
       2. Class Action Waiver. You agree that, to the fullest extent permitted by applicable law, any and all Disputes will be resolved on an individual basis, without resort to any form of class action or mass action.
       3. Time Limitation. You agree to bring any and all Disputes against us within one year from the date of accrual of a cause of action, and that actions brought after this date will be deemed time-barred.
       4. Venue. You consent and submit to the exclusive jurisdiction of the state and federal courts in and for New York County, New York, USA for all Disputes.
       5. Notices. Except as otherwise provided in these Terms, we may (but are not obligated to) deliver notices to you via electronic mail or postal mail at any email or postal address associated with you in our databases. Notice to Baldor may be made by mail or email at the mailing or email address shown under Contact Information, below.
       6. Governing Law. These Terms shall be governed by, and enforced in accordance with, the laws of the State of New York, and without regard to any conflicts of law provisions that might apply the laws of another jurisdiction.
       7. Force Majeure. Baldor shall not be held liable for any delay or failure in performance resulting from any cause beyond our control and without our fault or negligence, such as acts of God, pandemics, acts of civil or military authority, current laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, acts of hackers and other illegal activities of third parties, inability to secure products or services of other persons or transportation facilities, acts or omissions of transportation or telecommunications common carriers, or acts, omissions, overloading, or slow-downs over the internet or internet service providers.
       8. Entire Agreement. These Terms (including the Privacy Policy and the Additional Terms) constitute the complete, final, and exclusive understanding between you and us relating to your use of the Services, the Content, and the User Submissions, superseding all prior or contemporaneous understandings, agreements, and/or communications with respect to such subject matter. There are no representations, warranties or other agreements between us in connection with the subject matter of these Terms, except as specifically set out in these Terms. No party has been induced to enter into these Terms in reliance on, and there will be no liability assessed in tort, contract or otherwise, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included in these Terms.
       9. Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable under present or future laws, such provision will be fully severable, and these Terms will be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part of these Terms; and the remaining provisions of these Terms will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from these Terms. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as part of these Terms a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. Our waiver of a breach of any provision of these Terms by you will not operate or be construed as a waiver by us of any subsequent breach by you.
       10. Amendments. We may, in our sole discretion and for any reason, change, supplement, or amend these Terms without any notice or liability to you or any other person by posting revised Terms on the Services. Accordingly, we encourage you to review these Terms periodically. If you continue to use the Services after we change these Terms, then you accept all such changes. You may not amend or modify these Terms without our prior, express, and written consent.
       11. Assignment. We may assign our rights and delegate our duties and obligations under these Terms to any party at any time without notice to you. These Terms are not assignable, transferable, or sub-licensable by you without our prior, express, and written consent.
       12. Parties’ Relationship. No agency, partnership, joint venture, or employment is created as a result of these Terms, and you do not have any authority of any kind to bind us in any respect whatsoever.
       13. Interpretation. In the interpretation of these Terms, except where the context otherwise requires: (i) “including” or “include” does not denote or imply any limitation, (ii) “or” has the inclusive meaning “and/or,” (iii) “and/or” means “or” and is used for emphasis only, (iv) “$” refers to U.S. dollars, (v) the singular includes the plural, and vice versa, and each gender includes each other gender, (vi) captions or headings are only for reference and are not to be considered in interpreting these Terms, (vii) “Section” refers to a section of these Terms, unless otherwise stated in these Terms, and (viii) to the extent any provision of these Terms limits our liability or disclaims any responsibility or obligation with respect to us, then such limitation or disclaimer shall also apply to, and provide protection to, our licensors, subsidiaries, brands, and affiliates, each of which is an intended third-party beneficiary of these Terms and shall have the right to enforce these Terms (including such limitations and disclaimers), in whole or in part in such third-party beneficiary's discretion, as if a party to these Terms.
       14. Survival. Sections 3, 6, 7, and 13 through 29 will survive termination of these Terms and/or your right to access or use the Services, the Content, and the User Submissions.
       15. Suspension and Termination. In our sole discretion, in addition to any other rights or remedies available to us and without any liability whatsoever, we reserve the right to terminate, restrict or suspend your access to the Services, in whole or in part, at any time without notice. For example, and without limitation, we may terminate or suspend your access to the Services upon your non-compliance (or threatened non-compliance) with these Terms or if you violate (or threaten to violate) our rights or the rights of any other party.
       16. Reservation of All Rights. All rights not expressly granted to you are reserved by Baldor and its licensors and other third parties.
       17. Contact Information. If you have any questions regarding these Terms, please contact us by email at Legal@baldorfood.com or write to us at Baldor Specialty Foods, Inc., 155 Food Center Dr., Bronx, NY 10474, Attention: Legal Dept.