FARM-TO-TABLE SUPPLY CONTRACT

CONTRACT IDENTIFICATION

Contract Number: _______________________

Effective Date: _______________________

Contract Term: _______________________ to _______________________

PART 1: PARTIES TO THE CONTRACT

1.1 Supplier (Farm/Producer)

Legal Business Name: _______________________

DBA/Farm Name: _______________________

Business Type:
☐ Sole Proprietorship
☐ Partnership
☐ Corporation
☐ LLC
☐ Cooperative
☐ Other: _______________________

Principal Farm Address: _______________________

City: _______________________ State: _______ ZIP: ____________

Mailing Address (if different): _______________________

Primary Contact Person: _______________________

Title: _______________________

Telephone: _______________________ Email: _______________________

FSMA Classification:
☐ Covered Farm (>$500,000 average annual produce sales)
☐ Small Business ($250,000 - $500,000)
☐ Very Small Business ($25,000 - $250,000)
☐ Exempt (qualified exemption)

PACA License Number (if applicable): _______________________

1.2 Buyer (Restaurant/Retailer/Institution)

Legal Business Name: _______________________

DBA (if applicable): _______________________

Business Type:
☐ Restaurant/Food Service
☐ Grocery Retailer
☐ Institutional Buyer (school, hospital, etc.)
☐ Food Processor/Manufacturer
☐ Distributor/Wholesaler
☐ Other: _______________________

Business Address: _______________________

City: _______________________ State: _______ ZIP: ____________

Delivery Address (if different): _______________________

Primary Contact Person: _______________________

Title: _______________________

Telephone: _______________________ Email: _______________________

Food Establishment License Number: _______________________

PART 2: PRODUCTS AND SPECIFICATIONS

2.1 Products Covered by This Contract

☐ Additional products listed in attached Exhibit A

2.2 Product Specifications

Quality Standards:

☐ USDA Grade: _______________________

☐ Size/Count: _______________________

☐ Color Requirements: _______________________

☐ Maturity/Ripeness: _______________________

☐ Defect Tolerance: _______________________

Production Methods:

☐ Conventional
☐ Certified Organic (Certifier: _______________________)
☐ Non-GMO Project Verified
☐ Sustainably Grown (Certification: _______________________)
☐ GAP/GHP Certified (Auditor: _______________________)
☐ Other Certifications: _______________________

Packaging Requirements:

☐ Bulk (specify container): _______________________

☐ Consumer-ready packaging

☐ Returnable containers

☐ Specific packaging materials: _______________________

☐ Labeling requirements: _______________________

2.3 Food Traceability List (FTL) Products

☐ Products include items on FDA Food Traceability List:

☐ Leafy greens (including fresh-cut)
☐ Fresh herbs
☐ Tomatoes
☐ Peppers
☐ Cucumbers
☐ Sprouts
☐ Melons
☐ Tropical tree fruits
☐ Fresh-cut fruits
☐ Fresh-cut vegetables
☐ Shell eggs
☐ Nut butters
☐ Finfish
☐ Crustaceans
☐ Molluscan shellfish
☐ Ready-to-eat deli salads
☐ Soft cheeses

If FTL products are included, both parties agree to comply with FSMA Traceability Rule requirements (21 CFR Part 1 Subpart S).

PART 3: FOOD SAFETY REQUIREMENTS

3.1 Supplier Food Safety Certifications

Supplier represents and warrants the following certifications/compliance:

☐ FSMA Produce Safety Rule Compliance (21 CFR Part 112)
- Compliance Date: _______________________
- Most Recent FDA Inspection Date: _______________________
- Inspection Result: _______________________

☐ Good Agricultural Practices (GAP) Certification
- Certifying Body: _______________________
- Certificate Number: _______________________
- Expiration Date: _______________________
- Audit Score: _______________________

☐ Good Handling Practices (GHP) Certification
- Certifying Body: _______________________
- Certificate Number: _______________________
- Expiration Date: _______________________

☐ HACCP Plan (if processing)
- Plan Date: _______________________
- Last Verification: _______________________

☐ Preventive Controls for Human Food (21 CFR Part 117)
- PCQI Name: _______________________
- Plan Date: _______________________

☐ Other Food Safety Certifications:
- Certification: _______________________
- Certifying Body: _______________________
- Expiration: _______________________

3.2 Food Safety Plan Elements

Supplier certifies that its food safety program includes:

☐ Worker Health and Hygiene:
- Employee health policy
- Handwashing facilities and practices
- Personal protective equipment requirements
- Training documentation

☐ Agricultural Water:
- Water source identification and testing
- Microbial quality standards compliance
- Testing frequency per FSMA requirements
- Corrective actions for non-conformances

☐ Biological Soil Amendments:
- Compost treatment standards
- Application timing restrictions (90/120 day intervals)
- Raw manure prohibition for ready-to-eat crops

☐ Domesticated and Wild Animals:
- Animal intrusion prevention
- Monitoring and assessment procedures
- Corrective actions for contamination risks

☐ Equipment, Tools, and Buildings:
- Cleaning and sanitization procedures
- Maintenance schedules
- Food contact surface requirements

☐ Post-Harvest Handling:
- Cooling procedures
- Storage temperature monitoring
- Packing house sanitation
- Transportation requirements

3.3 Traceability Requirements

Both parties agree to maintain traceability records as required by FSMA:

Supplier (Growing/Harvesting) shall maintain:

☐ Traceability Lot Code for each lot

☐ Location description for growing area

☐ Harvest date and time

☐ Quantity harvested

☐ Reference document type and number

Supplier (First Receiver) shall maintain:

☐ Traceability Lot Code received

☐ Quantity and unit of measure

☐ Product description

☐ Immediate previous source information

☐ Date received

☐ Reference document type and number

Buyer shall maintain:

☐ Traceability Lot Code received

☐ Quantity and unit of measure

☐ Product description

☐ Immediate previous source (Supplier) information

☐ Date received

☐ Location of receipt

☐ Reference document type and number

Record Retention: All traceability records shall be maintained for a minimum of _______ years (minimum 2 years required by FSMA).

FDA Request Response: Both parties shall provide traceability information to FDA within 24 hours of request in sortable electronic spreadsheet format.

3.4 Product Recall Procedures

In the event of a recall or food safety incident:

☐ Supplier shall notify Buyer within _______ hours of initiating any recall

☐ Buyer shall notify Supplier within _______ hours of any customer illness complaints

☐ Both parties shall cooperate fully with regulatory investigations

☐ Supplier shall provide full traceability information within _______ hours

☐ Recall costs shall be allocated as follows: _______________________

Supplier Recall Contact:
- Name: _______________________
- Phone (24-hour): _______________________
- Email: _______________________

Buyer Recall Contact:
- Name: _______________________
- Phone (24-hour): _______________________
- Email: _______________________

PART 4: ORDERING AND DELIVERY

4.1 Ordering Process

Order Methods:
☐ Phone: _______________________
☐ Email: _______________________
☐ Online Portal: _______________________
☐ Standing Order (attached as Exhibit)

Order Lead Time: Minimum _______ days/hours before delivery

Order Modifications: Changes accepted until _______ days/hours before delivery

Minimum Order:
- Per Delivery: _______________________
- Per Product: _______________________

4.2 Delivery Terms

Delivery Schedule:
☐ Weekly: Day(s) _______________________
☐ Bi-weekly: Day(s) _______________________
☐ Monthly
☐ Seasonal (specify): _______________________
☐ On-demand
☐ Other: _______________________

Delivery Window: _______ AM/PM to _______ AM/PM

Delivery Location: _______________________

Delivery Method:
☐ Supplier delivery
☐ Buyer pickup at farm
☐ Third-party carrier: _______________________
☐ Common carrier

Risk of Loss:
☐ FOB Origin (risk transfers at farm)
☐ FOB Destination (risk transfers at delivery point)
☐ Other: _______________________

4.3 Cold Chain Requirements

For perishable products requiring temperature control:

Temperature Requirements:
- Product(s): _______________________ Required Temp: _______°F to _______°F
- Product(s): _______________________ Required Temp: _______°F to _______°F
- Product(s): _______________________ Required Temp: _______°F to _______°F

Monitoring Requirements:
☐ Temperature monitoring during transport
☐ Temperature log/recorder in each shipment
☐ Pre-cooling required before loading
☐ Refrigerated vehicle required

Temperature Excursion Protocol:
☐ Reject shipment if temperature exceeds _______°F
☐ Document and notify Supplier immediately
☐ Supplier to replace affected product within _______

4.4 Inspection and Acceptance

Inspection:
☐ Buyer shall inspect products upon delivery

☐ Inspection includes:
- Visual quality assessment
- Temperature verification
- Package integrity
- Quantity verification
- Documentation review

Acceptance/Rejection:
☐ Buyer shall accept or reject within _______ hours of delivery

☐ Rejected products shall be:
☐ Returned to Supplier at Supplier's expense
☐ Disposed of with Supplier credit
☐ Held for Supplier pickup within _______ hours

☐ Buyer shall document rejection reason in writing

PART 5: PRICING AND PAYMENT

5.1 Pricing Structure

Pricing Method:

☐ Fixed Price for contract term (see price list in Section 2.1)

☐ Market-Based Pricing
- Reference market: _______________________
- Formula: _______________________
- Adjustment frequency: _______________________

☐ Seasonal Pricing (price schedule attached as Exhibit)

☐ Volume-Based Pricing:
- Tier 1 (0-_______ units): $_______/unit
- Tier 2 (_______-_______ units): $_______/unit
- Tier 3 (over _______ units): $_______/unit

Price Adjustments:
☐ Prices may be adjusted with _______ days' written notice
☐ Maximum annual price increase: _______%
☐ Price adjustments require mutual agreement

5.2 Additional Charges

☐ Delivery Fee: $_______ per delivery (waived for orders over $_______)

☐ Fuel Surcharge: ______% when fuel exceeds $______/gallon

☐ Rush Order Fee: $_______ (orders with less than _______ notice)

☐ Small Order Fee: $_______ (orders under $_______)

☐ Packaging Fees: _______________________

☐ Organic/Specialty Premium: _______%

5.3 Payment Terms

PACA Compliance Notice: For covered produce transactions, payment terms must comply with the Perishable Agricultural Commodities Act.

Payment Terms:
☐ Net 7 days
☐ Net 10 days (PACA default for produce)
☐ Net 14 days
☐ Net 30 days (requires written agreement for PACA)
☐ COD (Cash on Delivery)
☐ Prepayment required
☐ Other: _______________________

Payment Method:
☐ Check
☐ ACH/Electronic Transfer
☐ Credit Card (______% processing fee applies)
☐ Wire Transfer

Invoicing:
☐ Invoice provided with each delivery
☐ Invoice provided weekly for all deliveries
☐ Invoice provided monthly

Late Payment:
☐ Interest of ______% per month on overdue amounts
☐ Late fee of $_______ or ______% of invoice amount
☐ Suspension of deliveries after _______ days past due

5.4 PACA Trust Protection (If Applicable)

For transactions involving fresh or frozen fruits and vegetables:

The parties acknowledge that the seller of produce is entitled to the benefits of the PACA trust. Buyer acknowledges that produce sold and delivered becomes impressed with a statutory trust for the benefit of unpaid suppliers, sellers, or agents under 7 U.S.C. § 499e(c).

☐ Buyer agrees to maintain trust assets until full payment is made
☐ Buyer shall not commingle trust assets
☐ PACA trust notice: _______________________

PART 6: PRODUCT WARRANTIES

6.1 Supplier Warranties

Supplier warrants that all products delivered under this Contract:

☐ Are fit for human consumption

☐ Are not adulterated or misbranded under FDCA

☐ Comply with all applicable federal and state food safety laws

☐ Meet the specifications set forth in this Contract

☐ Were produced in compliance with the Supplier's food safety plan

☐ Are accurately labeled with required information

☐ Do not contain undeclared allergens

☐ Meet the stated production method claims (organic, non-GMO, etc.)

☐ Are free from contamination with pathogens above regulatory limits

6.2 Limitation of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.3 Remedies

For breach of warranty:

☐ Buyer may reject non-conforming products

☐ Supplier shall replace non-conforming products at no charge

☐ Supplier shall credit Buyer for rejected products

☐ Buyer may recover documented consequential damages up to $____________

PART 7: VOLUME COMMITMENTS

7.1 Buyer Volume Commitment

☐ Minimum Purchase Commitment:
- Annual minimum: _______________________
- Seasonal minimum: _______________________
- Weekly minimum: _______________________

☐ Estimated Volume (non-binding): _______________________

☐ Exclusive Supply: Buyer agrees to purchase ______% of its requirements for covered products from Supplier

7.2 Supplier Volume Commitment

☐ Minimum Supply Commitment:
- Supplier guarantees availability of: _______________________
- Maximum allocation per week: _______________________

☐ First Right of Refusal: Buyer has first right to purchase available supply before Supplier sells to others

☐ Production Dedication: Supplier will dedicate _______ acres/units to produce for this Contract

7.3 Shortfall Provisions

Buyer Shortfall:
If Buyer fails to purchase minimum commitment:
☐ Buyer pays shortfall fee of ______% of uncommitted value
☐ Prices adjust for following year
☐ No penalty (informational commitment only)

Supplier Shortfall:
If Supplier fails to deliver committed volume due to:

☐ Crop Failure/Force Majeure:
- Supplier shall notify Buyer within _______ days
- Supplier shall provide documentation
- ☐ No penalty ☐ Pro-rata price reduction

☐ Non-Force Majeure Causes:
- Supplier shall pay difference for Buyer to source elsewhere
- Maximum liability: $_____________

PART 8: MARKETING AND BRANDING

8.1 Farm-to-Table Marketing

☐ Buyer may identify Supplier as source of products on menus and marketing

☐ Buyer may use Supplier's farm name: _______________________

☐ Buyer may display Supplier's logo (attached)

☐ Buyer may use photos of Supplier's farm

☐ Supplier may identify Buyer as customer in marketing materials

8.2 Marketing Requirements

☐ All marketing claims must be accurate and verifiable

☐ Organic claims only if products are certified organic

☐ "Local" claims must comply with applicable definitions

☐ Marketing materials subject to other party's approval

8.3 Marketing Cooperation

☐ Joint marketing events: _______________________

☐ Farm tours for Buyer's customers: _______________________

☐ Co-branded materials: _______________________

☐ Social media cross-promotion: _______________________

PART 9: TERM AND TERMINATION

9.1 Contract Term

Initial Term: _______ months/years from Effective Date

Renewal:
☐ Automatic renewal for successive _______ periods unless terminated
☐ Renewal requires written agreement _______ days before expiration
☐ Single term only; no renewal

9.2 Termination

Termination for Convenience:
Either party may terminate with _______ days' written notice.

Termination for Cause:
Either party may terminate immediately upon:

☐ Material breach not cured within _______ days of written notice

☐ Food safety violation affecting products under this Contract

☐ Loss of required licenses, certifications, or permits

☐ Bankruptcy, insolvency, or assignment for benefit of creditors

☐ Food recall due to fault of other party

9.3 Effect of Termination

Upon termination:

☐ Buyer shall pay for all products delivered

☐ Supplier shall complete pending orders unless otherwise agreed

☐ Both parties shall return confidential information

☐ Survival: Sections _______________ survive termination

PART 10: LIABILITY AND INDEMNIFICATION

10.1 Indemnification by Supplier

Supplier shall indemnify, defend, and hold harmless Buyer from claims arising from:

☐ Supplier's breach of warranties

☐ Supplier's violation of food safety laws

☐ Contamination or adulteration occurring before delivery

☐ Supplier's negligent acts or omissions

☐ Product liability claims caused by Supplier's products

☐ Foodborne illness traced to Supplier's products

10.2 Indemnification by Buyer

Buyer shall indemnify, defend, and hold harmless Supplier from claims arising from:

☐ Buyer's breach of this Contract

☐ Buyer's improper storage or handling after delivery

☐ Contamination occurring after delivery due to Buyer's negligence

☐ Buyer's negligent acts or omissions

☐ Misrepresentation of products by Buyer

10.3 Limitation of Liability

EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S LIABILITY SHALL EXCEED $_____________ OR THE TOTAL VALUE OF PRODUCTS DELIVERED IN THE PRECEDING 12 MONTHS, WHICHEVER IS GREATER.

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.4 Insurance Requirements

Supplier Insurance:
☐ General Liability: $_____________ per occurrence / $_____________ aggregate
☐ Products/Completed Operations: $_____________
☐ Umbrella/Excess: $_____________
☐ Workers' Compensation: Statutory limits

Buyer Insurance:
☐ General Liability: $_____________ per occurrence / $_____________ aggregate
☐ Property Insurance covering products after delivery

☐ Certificates of Insurance to be provided upon request
☐ Other party named as Additional Insured

PART 11: STATE-SPECIFIC VARIATIONS

California

• California Leafy Greens Marketing Agreement (LGMA) compliance
• California Cantaloupe Advisory Board standards
• Proposition 65 warning requirements
• California Retail Food Code compliance for buyers

Florida

• Florida Food Safety Act compliance
• Tomato Best Practices standards
• Citrus canker protocols

Arizona

• Arizona Leafy Greens Marketing Agreement
• State produce safety regulations

New York

• New York Food Safety Inspection Service
• State Sanitary Code requirements

Texas

• Texas Food Establishment Rules
• Texas Department of Agriculture requirements

Other State Requirements:

State: ______________ Requirements: _______________________

PART 12: GENERAL PROVISIONS

12.1 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, including acts of God, natural disasters, severe weather, pandemic, government actions, war, terrorism, labor disputes, or other circumstances beyond the parties' control.

The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.

12.2 Confidentiality

Both parties agree to maintain confidentiality of proprietary business information, including pricing, customer lists, production methods, and other confidential information disclosed under this Contract.

12.3 Independent Contractors

The parties are independent contractors. Nothing in this Contract creates an employment, partnership, joint venture, or agency relationship.

12.4 Assignment

Neither party may assign this Contract without the other party's written consent, except that Buyer may assign to an affiliated entity or successor.

12.5 Notices

All notices shall be in writing and delivered to the addresses in Part 1 by certified mail, overnight courier, or email with confirmation.

12.6 Governing Law

This Contract shall be governed by the laws of the State of ______________, and for PACA-covered transactions, the Perishable Agricultural Commodities Act.

12.7 Dispute Resolution

☐ Good faith negotiation required before formal dispute resolution
☐ Mediation: _______________________
☐ Arbitration: _______________________
☐ Litigation venue: ______________ County, ______________

12.8 Entire Agreement

This Contract, including all Exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

12.9 Amendment

This Contract may only be amended by written instrument signed by both parties.

12.10 Waiver

Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

12.11 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

PART 13: ATTACHMENTS AND EXHIBITS

☐ Exhibit A: Complete Product List and Specifications

☐ Exhibit B: Seasonal Availability Calendar

☐ Exhibit C: Price Schedule

☐ Exhibit D: Standing Order Form

☐ Exhibit E: Supplier's GAP/GHP Certificate

☐ Exhibit F: Supplier's Organic Certificate (if applicable)

☐ Exhibit G: Food Safety Plan Summary

☐ Exhibit H: Certificates of Insurance

☐ Exhibit I: Delivery Schedule

☐ Exhibit J: Approved Marketing Materials

SIGNATURES

The parties have executed this Farm-to-Table Supply Contract as of the Effective Date.

Supplier (Farm/Producer)

Signature: _______________________

Printed Name: _______________________

Title: _______________________

Date: _______________________

Buyer (Restaurant/Retailer/Institution)

Signature: _______________________

Printed Name: _______________________

Title: _______________________

Date: _______________________

This Farm-to-Table Supply Contract template is provided for informational purposes only. Food supply contracts are subject to extensive federal and state regulations including the FDA Food Safety Modernization Act, FSMA Traceability Rule (effective January 2026), and the Perishable Agricultural Commodities Act. Compliance requirements vary by operation size and product type. Consult with a food safety attorney and regulatory specialist before entering into any food supply agreement.