1. Applicability

This purchase order is an offer by the Buyer specified on the face of this purchase order (the "Buyer") for the purchase of the goods specified on the face of this purchase order (the "Goods") from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"; together with the terms noted on the face of the purchase order, the "Order"). This Order, together with the Volume Sales Contract between Buyer and Seller and any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral, with respect to the subject matter of the Order.

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2. Acceptance

This Order expressly limits acceptance to the Terms stated herein. Any purported acceptance containing additional or different terms will not operate as an acceptance of this offer. Seller's shipment of Goods shall constitute acceptance of the terms and conditions set out herein, notwithstanding any additional terms contained in any acknowledgment form submitted by the Seller.

3. Price
This Order shall not be filled at prices higher than those specified in the Volume Sales Contract. If the price is omitted, the materials shall be billed at the price last quoted or paid, or at the prevailing market price, whichever is lower. Credit terms are Net 30 unless stated otherwise in the Order, and the invoice discount period shall run from the date the invoice is received in Buyer’s office or the receipt of Goods, whichever is later.

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4. Packaging and Net Weight

The order price includes the costs of packing, boxing, storage, or cartage. The packaging material and unit of measure size (net weight) must match what is indicated on the material specification sheet and must be pre-approved by the Buyer. Seller shall clearly mark on the outside of each full and/or partial pallet the following: Seller’s name, content/material name, quantity and weights, the wording "FOR INVICO WORLDWIDE USE ONLY," material item number, and respective material lot number(s), as specified in the related Order and correlating to the provided Certificates of Analysis (CoA) set forth in Section 5. A template of Buyer’s requested pallet label is provided as Exhibit A. Each individual package must also be labeled as set forth in this Section 4, in addition to the manufacture date and expiration date. A template of Buyer’s requested package label is provided as Exhibit B. Any Order that is not packaged, weighed, or labeled in accordance with this Section 4 may be rejected by Buyer or its "ship-to" designee specified in the Order (the "Designee").

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5. Specifications and Requirements

The Seller will be required to participate in Buyer’s TraceGains supplier approval process. Furthermore, the Seller must agree to and abide by the Invico Worldwide Supplier Quality Expectations Manual (the "SQEM"), along with all quality, testing, storage, packing, CoA, and labeling requirements as communicated from time to time in TraceGains or via email from Buyer (collectively, including the SQEM, the "Supplier Requirements"). All Goods must meet physical, chemical (including gluten), biological, and other parameters set forth by the Buyer and in accordance with applicable law, including conformance with California’s Safe Drinking Water and Toxic Enforcement Act of 1986 ("Prop 65"). No Goods will contain any chemical(s) regulated by Prop 65 unless such chemical has: (a) been disclosed to Buyer through TraceGains prior to the purchase of the Goods, including the name of the chemical and the level present in the Goods (as determined by reputable testing), and (b) been granted an exception that determines an allowable level of such chemicals through the TraceGains system. Goods containing any chemicals that have not been disclosed or are outside of the allowable levels approved by Buyer through TraceGains do not meet the Supplier Requirements or specifications set by the Buyer. The Buyer requires at least 75% shelf life on incoming Goods upon receipt, unless formally approved by the Invico Worldwide Quality Team. Any Order shipped not in accordance with the Supplier Requirements and this Section 5 may be rejected by the Buyer or its Designee, at its sole discretion.

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6. Facility & Audit

Depending on the Seller’s and ingredient’s risk profile, the Buyer may request one or more audits of the Seller's facility. The Seller grants the Buyer access to the Seller’s premises and all pertinent documents and other information, whether stored now or in the future. The Seller shall, at its own expense, maintain and carry the following insurance coverages:

Worker’s Compensation Including Employer’s Liability:

• Worker’s Compensation
   

• Employer’s Liability (Statutory)
   

• Each Accident: $500,000
   

• Disease – Each Accident: $500,000
   

• Disease – Policy Limit: $500,000
   

Commercial General Liability:

• Each Occurrence: $1,000,000
   

• Personal/Advertising Injury: $1,000,000
   

• General Aggregate: $2,000,000*
   

• Products/Completed Operations Aggregate: $1,000,000
   

• Fire Damage (Any One Fire): $1,000,000
  (*Applies Per Location or Per Project)
   

Automobile Liability Including Owned, Hired, and Non-owned Combined Single Limit: $1,000,000
Product Recall Insurance:

• Limit: $4,000,000
   

Umbrella Liability:

• Aggregate: $10,000,000
   

All insurance policies will be written by a provider with an A.M. Best Co. rating of A- or better. The Seller shall maintain commercially reasonable recall and withdrawal insurance covering the commercial distribution of the Goods. Such product recall insurance must cover situations such as accidental contamination, malicious tampering, product extortion, government recalls, supplier recalls, and out-of-pocket costs associated with such damages. Product recall and completed operations insurance must provide coverage for claims involving bodily injury or property damage arising out of or in connection with the Goods. The Seller may comply with the required "per occurrence" limit through a combination of Primary and Excess Liability insurance policies. The insurance must be primary and not excess or contributing with any insurance or self-insurance maintained by the Buyer. The Seller will deliver to the Buyer, prior to shipping Goods, a Certificate of Insurance including "Invico Worldwide, Inc." (a) as additional insured under all applicable policies, including, but not limited to, Commercial General Liability, Automobile Liability, and Umbrella Liability, and (b) loss payee on all Property Policies.

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7. Shipping

Delivery shall be made in accordance with the terms on the face of this Order. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer with all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading, CoAs, and any other documents necessary to release the Goods to Buyer in accordance with these Terms. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence, and any other documents pertaining to the Order.

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8. Title and Risk of Loss

Title passes to the Buyer upon delivery of Goods to the Ship-To Location (as defined below). Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Ship-To Location, except where the Ship-To Location in an Order is specified as being Seller’s facility. In such instances, when Buyer (or its Designee) picks up the Goods, or the Goods are sold “FOB” Seller’s facility or “Ex-works” Seller’s facility, Buyer acknowledges and agrees that title and risk of loss shall pass to Buyer when the Goods leave Seller’s facility.

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9. Need-By Delivery Date and Location Adherence

Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order (the "Need-By Delivery Date") or as otherwise agreed in writing by the parties. Timely delivery of the Order is of the essence. If Seller fails to deliver the Goods in full on the Need-By Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller. Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Need-By Delivery Date. All Goods shall be delivered to the "Ship-To Location" specified in this Order during Buyer’s or its Designee’s normal business hours, or as otherwise instructed by Buyer.

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10. Quantity Ordered vs. Delivered

If the Seller delivers more than 10% above or below the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. If the Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the price, as set forth on the Order, for the Goods shall be adjusted on a pro-rata basis.

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11. Insurance Requirements

During the term of the Order and for a period of two (2) years thereafter, Seller agrees to keep and maintain all documents, whether tangible or intangible, including any books, records, and accounts, related to Seller’s production, handling, and storage of the Goods, for the purpose of auditing Seller’s compliance with the Buyer’s quality standards for storage and production of the Goods, including all standards listed in the Supplier Requirements, and for inventory purposes. The parties hereto agree that the foregoing audit and inspection will be conducted at an agreed-upon time and shall not be burdensome or excessive in the number of audits and inspections during a given time period. Seller agrees to cooperate with Buyer in connection with any such audit or inspection. Upon the completion of any audit, Seller agrees to provide a copy of the audit report and certificate submitted to Buyer as part of the approval. In the event that the audit shows the goods do not meet the Supplier Requirements, the seller agrees to bear the full cost of the audit.