Terms of Service Agreement
Effective January 9, 2023 unless superseded by an executive written agreement, any person or company (Customer) bringing in meat or livestock to Crescent Meats, LLC (Crescent Meats), located at 15332 State Highway 27, Crescent , Wisconsin 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 Crescent Meats.
Government Authority: Shall mean any federal, state, local, or foreign government or governmental, quasi-governmental, administrative or regulatory, agency, body, or entity, including any court or tribunal.
Meat: Shall refer to (a) any meat or poultry products, as opposed to livestock, brought to a Crescent Meats
facility by customer for further fabrication, processing, packaging or repackaging or (b) meat from livestock slaughtered by Crescent Meats staged for processing and/or packaging or packaged.
DELIVERY and SLAUGHTER of LIVESTOCK
2.1 Having taken all responsible and practicable means to ensure the safety of livestock once delivered and prior to stunning, Crescent Meats assumes complete responsibility for livestock and its products only from the time of stunning until meat products leave Crescent Meats possession. However, Crescent Meats is not responsible or liable for any actions taken by the 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, Crescent Meats assumes no liability or responsibility financially or otherwise for livestock harmed or dead prior to time of stunning, unless due to Crescent Meats negligence. Customer is responsible for any costs or losses to Crescent Meats caused prior to stunning by livestock brought by customers to a Crescent Meats facility, such as livestock arriving harmed or dead to a Crescent Meats facility or livestock harming self or other livestock while disembarking or while in a holding pen. These include, but are not limited to, cost of removal or disposal of affected livestock, operational cost due to delays, and employee wages. Customer is not responsible for damage caused by livestock to Crescent Meats facility and/or employees. Further, once animal is inside a Crescent Meats 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 determined or undetermined, 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 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 Crescent Meats for disruption of operations including, but not limited to, disposal of livestock, employee wages, facility 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 activities. In the event of a disruption, Crescent Meats will use their best effort to resume normal processing activities.
2.4 After livestock slaughter, Crescent Meats shall gain full ownership of all offal and by-products. At the sole discretions of Crescent Meats, Crescent Meats may offer customer credit for offal on a per-animal basis. Heart, liver and tongue may be retained if requested by customer when supplying carcass cutting instructions.
PROCESSING and PACKING of MEAT
3.1 Crescent Meats agrees to process and package meat product to customers specifications within limitation due to, but not limited to, standard Multivac settings, timing of other order demands, Governmental Authority actions or unforeseeable events. In any event, Crescent Meats will provide best effort to timely and completely fulfill customers order.
3.2 Crescent Meats 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 Crescent Meats. In such an event, Crescent Meats is only liable to the extent of the fair market value of raw materials.
3.3 If customer provides meat for processing, as opposed to livestock, customer will provide meat that meets Crescent Meats Quality specifications according to the type of product to be produced. Quality specifications are maintained by Crescent Meats Quality Assurance Department. If customer delivers raw material to Crescent Meats 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 Crescent Meats, and fair market value of any other meat contamination by 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, Crescent Meats will ensure meat is appropriate for the type and quality of product ordered by customer. Crescent Meats 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 products brought to the Crescent Meats facility by customer that will not be fully unwrapped and processed, such as the reboxing of products that were vacuum packaged at a non-Crescent Meats facility. Further, Customers will be liable for any animal, meat or meat product at a Crescent Meats facility negatively affected by such products brought by customer.
3.6 Crescent Meats will assume responsibility for product slaughtered by Crescent Meats containing microbiological hazard only when testing has been fully conformed (i.e., not a “presumptive” positive) and when the product must also be disposed of. For product that can be reworked or further processed, Crescent Meats will bill the customer only for the livestock slaughter, basic fabrication, and re-processing of the product. Crescent Meats will not bill customer for initial processing or Crescent Meats packaging loss. For trim brought in (i.e., slaughtered elsewhere) for grind and packaging only, Crescent Meats 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 Crescent Meats to be appropriate for mitigating loss. For any other positive testing results, Crescent Meats will assume responsibility for product if not disproven to be the fault of Crescent Meats, to the extent that rework does not cover loss.
3.7 Once the product leaves the possession of Crescent Meats, Crescent Meats is not responsible or liable for and 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 Crescent Meats and due to negligence of Crescent Meats, other than meat lost due to normal shrink during the processing, Crescent Meats will be liable to the customer only for the cost of such product to customer (e.g. Customers cost of raw materials, including packaging if applicable). Crescent Meats agrees to not bill customer for any processing or Crescent Meats packaging loss. Customer agrees not asses any margin or additional fees to Crescent Meats associated with such loss or spoilage.
LABELING and PACKAGING of MEAT PRODUCTS
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 Crescent Meats will provide space on site for reasonable packaging inventory, but reserves the right to charge for storage of excessive inventory. Also, Crescent Meats 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. Crescent Meats 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 Crescent Meats reserves the right to dispose of customer’s labels and / or special packaging after six months from the last date of production for customer. Crescent Meats will make a good faith effort to offer return of such packaging prior to disposal.
4.4 Crescent Meats 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 Crescent Meats misprinted labels or mislabeled product unless such misprinting or mislabeling was directed by customer. Customer is responsible for any operational costs incurred by Crescent Meats in correcting mislabeled product unless mislabeling was the fault of Crescent Meats.
Customer will provide Crescent Meats with proof of liability insurance either by supplying a certificate or copy of their policy and will notify Crescent Meats in writing of any changes in liability insurance coverage within ten (10) business days of change effective date.
RELEASE of PRODUCT
If customer gains possession of product prior to return of microbiological testing results to Crescent Meats (a Rolling Release), customer agrees to hold product until notified by Crescent Meats of passing test. If customer breaches this agreement, customer will be responsible for all costs, losses and damages incurred by Crescent Meats including, but not limited to, costs associated with any legal action, loss of business and any associated fines.
HOLD HARMLESS and INDEMNITY
7.1 Customer shall indemnify, defend and hold harmless Crescent Meats and its directors, officers, employees agents or assigns (Crescent Meats Parties) from and against all liabilities, claims, damages, fines, losses and expenses, including, but not limited to, court costs and reasonable attorney’s fees (collectively, damages) of a Governmental Authority or any third party not related to Crescent Meats, except to the extent that damages were caused directly by acts or omissions of any Crescent Meats Party.
7.2 Crescent Meats shall indemnify, defend and hold harmless customer and its directors, officers, employees, agent 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 is entitle 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 with a practicable time table, but not more than ten days, after receiving notice of 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 reasonable request, such as furnished records, information or 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 expenses 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 fails to unconditionally release the Indemnified Party in full.
GOVERNING LAW and VENUE
This agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Crescent Meats submit to the jurisdiction and venue of the state and federal courts in the State if Wisconsin for any legal action arising from or connected with this Agreement.
COMPLETE and CONTINUING AGREEMENT
Customer and Crescent Meats agree this agreement is complete, continuing and controlling as long as service requested and until obligations are performed by the parties, This Agreement superseded any other agreement previously entered between the parties.
End of Agreement