A produce buyer is not at liberty to breach a contract with a produce seller via nonpayment on an invoice simply because the buyer perceives that a seller is indebted to them.  A buyer who accepts produce becomes liable to the seller for the full purchase price thereof, less any damage resulting from any breach of contract by the seller.  Ocean Breeze Export, Inc. v. Rialto Distributing, Inc., 60 Agric. Dec. 840 (2001)(emphasis added).  

An offset is not a defense to a buyer’s non-payment.  See Standard Fruit & Steamship Company v. Jos. Notarianni & Company, Inc., 41 Agric. Dec. 1425 (1982)(finding the buyer defenseless against a seller’s unpaid invoice claim and holding that the buyer owed the gross invoice amount, unless it can prove offsetting credits. )

What does this mean?  Every produce transaction/file must stand on its own.  It also means that a buyer cannot justify its failure to make full payment promptly under the Perishable Agricultural Commodities Act simply because the seller may owe the buyer some amount on an unrelated produce transaction/file.