Terms & Conditions of Purchase

Last updated: January 31, 2023

1. APPLICABILITY

These terms and conditions, together with the UNFI Supplier Policies & Guidelines, the UNFI Shipping & Handling Guidelines, and the Supplier and Vendor Code of Conduct (the "Terms and Conditions") shall apply to all purchase orders (each, an "Order") from United Natural Foods, Inc. and/or its subsidiaries (together, "UNFI") for the purchase of goods specified on the face of an Order (the "Products") from the party to whom the purchase order is addressed (the "Supplier"). Each of Supplier and UNFI is a "Party", and together the "Parties".

Notwithstanding the foregoing, if the Parties have mutually executed a supplier agreement ("Supplier Agreement") covering the Products, the terms of such Supplier Agreement shall prevail over these Terms and Conditions to the extent there is a conflict.

2. ACCEPTANCE OF TERMS

An Order, together with these Terms and Conditions constitutes the sole and entire agreement of the Parties with respect to the Order, and supersedes all prior or contemporaneous understandings, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Supplier’s acceptance to the terms of the Order. Any terms, conditions or provisions of any Supplier quotation, confirmation, order acknowledgement, invoice, or other commercial document sent to UNFI are hereby rejected and shall not constitute additional or modified terms of any Order. Any or all of such proposed terms will not operate as a rejection of the Order, but shall be deemed a proposed material alteration thereof, and the Order will be deemed accepted by Supplier without and not including such proposed terms unless expressly agreed to in writing by UNFI.

3. ACKNOWLEDGMENT OF ACCEPTANCE OF TERMS

By confirming acceptance of an Order and/or by shipping the Products to UNFI, Supplier expressly accepts and agrees to perform in accordance with the Terms and Conditions in respect of the Order and the supply of any other Products to UNFI.

4. ORDERS, SHIPMENT AND DELIVERY

1. Shipment and Delivery.

   1. Supplier shall pack and deliver all Products in the quantities and on the date(s) specified in the Order or as otherwise agreed in writing with UNFI, at all times in compliance with these Terms and Conditions.

   2. Timing is of the essence for all deliveries. Deliveries shall be made at the time and place and in such quantities as specified by UNFI's purchase order.

   3. UNFI reserves the right to immediately cancel all or any part of any Order, including promotions if Supplier (1) fails to make progress so as to ensure the timely and proper completion of delivery of Products; (2) becomes insolvent, files for bankruptcy or has a receiver or trustee appointed on its behalf; or (3) if Product was or is to be manufactured, distributed or sold in violation of any federal, state or local law, regulation, ordinance, or administrative order or rule of the United States or any country or territory in which the Product is manufactured.

   4. Shelf Life. Products must have a shelf life of at least 75% at the time of receipt at the final UNFI distribution center ("DC") destination, unless otherwise agreed by UNFI. UNFI does not have responsibility to check Product for adequate shelf life. Supplier is solely responsible for ensuring shelf-life compliance upon delivery to UNFI.

2. Title and Risk of Loss. Title to and risk of loss of Products pass to UNFI, free of any encumbrances, on pick-up by UNFI at Supplier's dock or, if applicable, upon delivery to the destination designated by UNFI. All shipments are subject to final count by UNFI. The Parties agree to work in good faith to resolve any disputes relating to Product count.

3. Packaging, Labelling, or Product Specification Changes. Supplier must notify UNFI in writing of any material changes to Product formulations (including UPC, size, or pack), labels, packaging or organic status no later than ninety (90) days before such change takes effect as set forth in the Supplier Policies and Guidelines.

5. PRICING AND PAYMENTS

1. Pricing and Price Changes.

   1. Supplier shall supply the Products to UNFI for the prices applicable on the date of the Order (the "Prices") as set forth on the face of the Order.

   2. UNFI requires ninety (90) days' prior written notice (commencing from the date all forms and information are accurately submitted by Supplier) on all price changes, including changes to off-invoice allowance programs (excluding fresh protein, produce and dairy categories, or as otherwise agreed to by UNFI) as set forth in the Supplier Policies & Guidelines.

2. Favorable Terms. Supplier agrees that all the pricing and promotional terms offered to UNFI shall be at least as favorable as the terms and conditions it offers to any distributor buying similar volumes.

3. Invoices. Supplier shall issue invoices to UNFI for all Products ordered by electronic data interchange ("EDI") or e-mail in the manner set forth in the Supplier Policies & Guidelines.

4. UNFI's right to set-off. UNFI may set off amounts due by UNFI to Supplier with amounts due by Supplier to UNFI.

5. Payment Terms.

   1. Unless set forth on the face of an Order, the payment terms set forth in the Supplier Policies & Guidelines shall apply.

   2. The payment date is calculated from the date: (i) UNFI receives the invoice; (ii) the Supplier's invoice is post-marked; or (iii) UNFI receives the Product at a UNFI distribution center, whichever is later.

   3. Funds are considered received by Supplier (1) when UNFI initiates payment by electronic funds transfer or wire; or (2) if payment is by check, on the postmark date.

6. Deductions. UNFI will pay invoices net of any deductions, chargebacks and fees due and payable by a Supplier at the time the invoice is paid as set forth in the Supplier Policies and Guidelines. If UNFI cannot deduct such amounts due within 30 days, UNFI shall bill Supplier for such amounts. Any such amounts billed by UNFI to Supplier shall be due immediately.

6. MINIMUM SALES LEVEL/GUARANTEED SALE

1. Minimum Sales Level. All Products, including seasonal, holiday and reactivated Products are subject to a minimum sales level as reasonably determined by UNFI.

2. Guaranteed Sale of New Products. UNFI also requires a six (6) month guaranteed sale commitment in respect of new Products on initial purchase orders for each UNFI DC from the date Products are first received by a DC. This includes reactivated Products based on the first slot date into a DC, regardless of whether the Product was previously introduced into another DC.

3. Remaining Inventory. Supplier will be responsible for all excess, unsold Products in UNFI's inventory that are subject to the minimum sales and guaranteed sale requirements above, as well as all remaining Product in UNFI's inventory at the end of Supplier's distribution relationship with UNFI. Supplier shall provide UNFI a full refund of unsold Product, accept those Products for return, and arrange for prompt pickup unless an alternative disposition has been agreed in writing with UNFI.

4. Notwithstanding the foregoing, if agreed to in writing by UNFI, Supplier shall use commercially reasonable efforts to move the Product inventory via promotions, marketing, or other mutually agreed upon methods.

7. INTELLECTUAL PROPERTY RIGHTS.

In order for UNFI to market and sell Supplier’s Products, Supplier hereby grants to UNFI and its customers a worldwide, non-exclusive, royalty-free right and license to use and sublicense Supplier’s Product information and associated intellectual property or proprietary rights including, but not limited to trademarks, advertisements, labels, photographs, images, descriptions, packaging and nutritional content (collectively "Product IP Rights") in connection with UNFI’s sale, distribution and marketing of, and UNFI’s customers’ resale of Supplier’s Products.

8. COMPLIANCE WITH LAWS.

Supplier shall comply and shall procure that its employees, agents, and contractors comply with all applicable federal, state and local laws, regulations, ordinances, or administrative orders or rules ("Applicable Laws and Regulations"), and regulations, including, but not limited to the requirements set out in the Supplier Policies and Guidelines.

9. REPRESENTATIONS AND WARRANTIES.

Supplier represents and warrants that:

1. It is free, and has full right and authority, to agree to the Terms and Conditions and to perform all of its obligations pursuant hereunder and thereunder;

2. Intellectual Property.

   1. It owns or is authorized to use and further license to UNFI and its customers the Product IP Rights in connection with the sale and marketing of Supplier’s Products to UNFI and by UNFI and its customers.

   2. The Products and any Product IP Rights do not and will not infringe on the intellectual property rights of any third party.

3. Prducts.

   1. UNFI will receive good and valid title to the Products, free and clear of all encumbrances and liens of any kind.

   2. The Products, including any labeling, advertising and promotional materials, comply with all Applicable Laws and Regulations.

   3. Consumable Products. To the extent the Products are consumable, such Products are fit for human consumption and able to pass without objection in trade.

   4. CBD and Hemp. To the extent any Products consist of or contain CBD or hemp, or are derived from hemp, such Products are (1) outside the Controlled Substance Act definition of marijuana, as set out in 21 U.S.C. § 802(16); (2) are derived from the mature stalks of the Cannabis sativa L. plant, fiber produced from such stalks, oil or cake made from the seeds of such plant, any other compound, manufacture, salt, derivative, mixture, or preparation of such mature stalks, fiber, oil, or cake, or the sterilized seed of such plant which is incapable of germination; (3) not derived from resin; and (4) do not contain a delta9 tetrahydrocannabinol concentration of more than 0.3 percent on a dry weight basis; in addition, (5) if the Product is consumable, all the ingredients in the Product are Generally Recognized As Safe by FDA under their intended conditions of use.

   5. Non-food Products. To extent the Products contain non-food items, such Products (1) conform to the specifications for such Product; (2) are merchantable; (3) are free from defects in workmanship, materials and packaging; (4) are free from defects in construction and design; (5) are fit and sufficient for the purpose for which they are intended and/or which is stated on any packaging, labeling or advertising; and (6) are equivalent in materials, quality, fit, finish, workmanship, performance and design to any samples submitted to and approved by UNFI.

4. Human Trafficking and Slavery. Supplier makes best efforts to mitigate the risks of human trafficking and slavery in its supply chain, to include, where appropriate, auditing Supplier’s supply chain.

5. Federal Contracts: Neither Supplier nor its principals (owners/senior officials) are debarred or suspended from U.S. Government procurement programs under the rules prescribed at Title 48 of the Code of Federal Regulations, Subpart 9.4 (48 C.F.R. §§ 9.400-9.409), and Supplier will promptly (and in no event in more than 15 days) notify UNFI of any change in this status, including Supplier's receipt of any notice proposing Supplier for debarment or suspension.

10. QUALITY ASSURANCE, FOOD SAFETY, AND UNACCEPTABLE PRODUCTS

1. Supplier shall comply with the quality assurance and food safety requirements set out in the Supplier Policies and Guidelines. Should there be a Product withdrawal or recall, Supplier shall immediately notify UNFI and cooperate with UNFI in accordance with UNFI’s Recall & Withdrawal Policy and the Supplier Policies and Guidelines.

2. Upon prior written notice to Supplier, UNFI shall have the right to audit or have a third-party audit any of Supplier's or Supplier's vendors, co-packers, sub-contractors or service providers facilities related to the Products. In the event of an audit resulting from a food safety issue or recall related to the Products, Supplier shall reimburse UNFI for the costs associated with such audit, which amounts shall be deducted by UNFI.

11. INDEMNIFICATION.

Supplier will defend, indemnify and hold UNFI, its affiliates and subsidiaries, and their officers, directors, employees, agents and customers (collectively, the "UNFI Indemnified Parties"), harmless from and against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) (collectively, "Damages") incurred by a UNFI Indemnified Party and to the extent resulting from a third party claim alleging any of the following:

1. breach of the Terms and Conditions by Supplier;

2. the negligence or willful misconduct of Supplier;

3. the death or injury to any person, damage to any property, or any other damage or loss resulting, or claimed to have resulted, in whole or in part, from: any quality or other defect in the Product, whether latent or patent; failure of the Product to comply with any express or implied warranties; any claim of strict liability in tort relating to the Product; or the acts or omission of any of Supplier’s vendors, co-packers, sub-contractors or service providers; and,

4. any recalls or market withdrawals associated with the Product.

12. INSURANCE.

Without limiting Supplier’s obligations hereunder, Supplier, at its own cost, shall procure, maintain, and keep in full force and effect insurance to protect Supplier and UNFI from all claims that arise out of or result from Supplier’s provision of Products under an Order. Supplier’s insurance must include the coverage set forth in the Supplier Policies and Guidelines.

13. MISCELLANEOUS

1. Publicity. Without the written consent of UNFI, Supplier may not make or issue any public announcement, press release, advertisement, or marketing materials that refer to UNFI, to UNFI’s purchase of Products from Supplier.

2. Notices. All notices must be in writing and shall be sent by (1) United States certified mail, return receipt requested, or (2) delivery on the next business day with a nationally-recognized express courier, or (3) email if a confirmation notice is also sent by one of the other methods of delivery. Notices shall be deemed given as of the date such notice is postmarked, if sent by certified mail, or is placed with an express courier, if sent by express courier, or is delivered, if emailed. Notices shall be sent to UNFI at United Natural Foods, Inc., 313 Iron Horse Way, Providence, Rhode Island 02908, Attn: Legal Department, email: Legal.Notices@unfi.com.

3. Governing Law. The Terms and Conditions and all matters arising out of or relating to the Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

4. Dispute Resolution. In the event of any controversy or claim between the Parties arising out of or related to the Terms and Conditions (a "Dispute"), and prior to initiating any formal legal proceeding, senior management from each Party shall meet (virtually or in person) and endeavor in good faith to resolve the Dispute within thirty (30) calendar days (the "Dispute Period") following a Party’s written request for such a meeting, specifying the nature of the Dispute. If a Party refuses or fails to so meet, or the Dispute cannot be resolved during the Dispute Period, the Parties shall then promptly initiate and participate in good faith mediation of the Dispute, with the mediator to be selected jointly by the Parties. If a Party refuses or fails to meet in accordance with the foregoing procedures, or refuses to select a mediator, the other Party may bring a suit or proceeding as set forth below. If the Dispute is not resolved pursuant to a mutually agreed written settlement following mediation, the Parties may choose to either submit the Dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and this subsection, or either party may bring a suit or proceeding exclusively in state or federal courts located in Wilmington, Delaware, and each party consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware, and waives any objection that such courts are an inconvenient forum for such suits or proceedings. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE TERMS AND CONDITIONS OR THE TRANSACTIONS CONTEMPLATED HEREBY. The Parties hereby further waive any rights to seek punitive or exemplary damages in any legal proceeding and no arbitrator may award such damages. Any decision of the Arbitrator may be enforced in any court of competent jurisdiction.

5. Assignment. Supplier may not assign any of its rights or obligations under any Order the prior written consent of UNFI.