Unless otherwise mutually agreed in writing, the Terms and Conditions set forth on this form contain the entire agreement between F&S Fresh Foods (“F&S”) and the purchaser referenced herein (“Purchaser”) with respect to the sale and purchase of the goods referenced herein (“Goods”). If contrary terms or conditions are set forth in a written agreement signed by both parties, then that Agreement shall control, except to the extent it is silent or ambiguous, in which case these Terms and Conditions will control. Acceptance of goods establishes acceptance of these terms and conditions, and any previous purchase order terms and conditions are superseded hereby in their entirety. F&S’ provision of the Goods is expressly conditioned on these Terms and Conditions applying to the purchase transaction. F&S’ relationship with Purchaser is purely on an at-will basis isolated to each individual order and F&S reserves the right to terminate sales to Purchaser and the relationship with Purchaser at any time. This Agreement is governed by the laws of the state of New Jersey.

Pricing is as stated on the Invoice. F&S reserves the right to increase prices for future orders upon notice. Unless stated otherwise on the Invoice, payment terms are net fourteen (14) days of invoice date. Title transfer shall be subject to Purchaser's proper payment; until full and proper payment has been made, Purchaser shall hold a purchase money security interest in the Goods and shall have full reclamation rights. In addition, the Goods are sold subject to the statutory trust authorized by the Perishable Agricultural Commodities Act, as applicable, and F&S retains a trust claim over the Goods, all inventories of food or other product derived from these Goods, and any receivables or proceeds from the sale thereof, until full payment is received. No deductions, set-offs, credits or short-pays whatsoever, directly or indirectly, shall be permitted without F&S' express, advance, written permission, and where permitted, supportive documentation will be provided in each instance, including dated proof of deliveries, dated proof of performance, Purchaser’s debit note/invoice for any applicable deductions taken, etc.

Once an order has been placed and a delivery date scheduled, it may not be cancelled by Purchaser. F&S shall exert reasonable efforts to ensure that all orders are timely delivered. F&S disclaims liability for delayed orders due to causes beyond F&S’ control. Title and risk of loss to Goods shall pass to the Purchaser upon arrival of F&S’ truck at the Purchaser’s destination. Purchaser shall have sole liability and responsibility for all Goods purchased hereunder upon transfer of risk of loss. Purchaser shall refrain from any activity which could reasonably be expected to have an adverse impact upon the Goods or F&S. Purchaser agrees to pay attention to prevent the occurrence of situations or circumstances that might impair the reputation of the F&S and/or the Goods. Purchaser shall promptly communicate to F&S any information of which it becomes aware which could negatively affect F&S and/or the F&S's Goods in the market.

Purchaser agrees to fully indemnify F&S from any costs, damages, losses, injuries, claims, or liabilities resulting from Purchaser's resale of the

Goods (and/or products made from or using the Goods as an ingredient) and Purchaser’s acts/omissions hereunder or relating to the Goods. Purchaser agrees to maintain appropriate insurance coverage (generally to be not less than $5,000,000 per occurrence unless otherwise specifically mutually agreed with F&S in writing) to cover its liabilities and responsibilities hereunder. Such insurance coverage may be terminated or materially modified only upon at least 30 days’ prior written notice to F&S. Purchaser shall add F&S as an additional insured to its insurance policies and shall provide a Certificate of Insurance to F&S upon request.

AS ITS SOLE AND EXCLUSIVE WARRANTIES RESPECTING THE GOODS AND/OR THE TRANSACTIONS HEREUNDER, F&S represents and warrants that as of delivery by F&S to Purchaser and/or its representatives (A) the Goods are not knowingly adulterated, misbranded, or falsely labeled within the meaning of any local, state or federal laws now in force; and (B) the Goods do not infringe upon or violate any patent, copyright, trademark, trade name or other third party rights; and (C) the Goods comply with all applicable rules, regulations, laws and legal requirements. ALL OTHER WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS OF PURPOSE, ARE EXPRESSLY DISCLAIMED.

In the event that the Goods are damaged or defective as of the time of Purchaser's delivery/pick-up, as applicable, or otherwise in the event of F&S's breach of the warranties specified herein, then as Purchaser's sole and exclusive remedy, Purchaser may obtain replacement Goods or a refund, as approved by F&S. In such event, Purchaser shall promptly notify F&S of the damage or defect (such notice to be within forty-eight (48) hours of delivery/pick-up) and shall give F&S ample opportunity to inspect and confirm such damage or defect prior to return. A proper return authorization form must accompany any damaged/defective Goods return. Returns will only be accepted in situations involving damaged or defective Goods. In no event shall F&S be responsible to, or liable to Purchaser for, any direct, indirect, consequential, incidental, special, or punitive damages (including but not limited to lost profits, economic loss, lost revenues, business interruption, lost productivity, loss of use, downtime, overhead expenses, damage to reputation or goodwill) respecting any claim made by Purchaser whatsoever.

PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND REMEDIES AVAILABLE UNDER THE UNIFORM COMMERCIAL CODE, OR ANY OTHER APPLICABLE, SUBSTANTIALLY SIMILAR STATE LAWS, RESPECTING THE GOODS AND/OR THE TRANSACTION HEREUNDER, EXCEPT AS OTHERWISE PROVIDED HEREIN. All Purchaser claims of any nature whatsoever relating to the Goods, the sales transaction or any other matter between the Parties must be asserted within 10 days of delivery/pick-up, or the same shall be deemed waived, null and void and of no further effect.