Terms and Conditions

1. AGREEMENT. Seller agrees to sell and deliver the goods or services specified in Nonni’s Foods LLC (Nonni’s) order in ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED IN THE ORDER, INCLUDING THE CLAUSES REFERENCED IN THE ORDER, THE TERMS OF THIS FORM AND ANY SIGNED DOCUMENTS REFERENCED IN THE ORDER, all of which constitute the entire and final agreement of the parties and cancels and supersedes any prior or contemporaneous negotiation or agreements, unless otherwise noted. Nonni’s ORDER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS OF THE ORDER AND ANY ADDITIONAL OR DIFFERENT TERMS, WHETHER CONTAINED IN SELLER’S FORMS OR OTHERWISE PRESENTED BY SELLER ARE REJECTED UNLESS EXPRESSLY AGREED TO IN WRITING BY Nonni’s. “Order” means a purchase order transmitted to Seller via Nonni’s Electronic Data Interchange system or delivered to Seller in a paper format.

2. ACCEPTANCE. This order constitutes Nonni’s offer to Seller and is not binding on Nonni’s until accepted by Seller in writing or by a delivery of the goods, rendering of services.

3. MISCELLANEOUS QUALITY REQUIREMENTS:

a) Seller is responsible for meeting the requirements defined.

b) Failure to meet these requirements may result in loss of existing or future business with Nonni’s. All costs associated with Seller failures will also be the responsibility of the Seller.

c) Seller is responsible for 100% on-time delivery and “Zero” defects.

d) Seller is encouraged to be SQF certified.

e) Seller is responsible for supporting Nonni’s continuous improvement activities.

f) Seller is responsible for developing and implementing part specific and executable contingency plans for ensuring continued delivery of product and services in the event of unplanned events including catastrophic events.

g) Seller is responsible for adhering to all applicable governmental regulations and industry safety and health standards.

4. DELIVERY. Time is of the essence. Nonni’s requires 100% on time delivery. Delivery must be effected within the time specified in this order, or in accordance with Nonni’s releases or procedures, if so indicated in this order. If Seller fails to make deliveries or perform services at the agreed time all damages suffered by Nonni’s and any premium transportation or other costs required to meet the specified delivery schedule will be at the expense of Seller.

5. PACKING, MARKING, AND SHIPMENT.

a) Seller will pack and mark goods and make shipments (including shipping on Saturdays, Sundays and holidays, when requested) in accordance with Nonni’s instructions, meet carrier requirements, and assure delivery free of damage and deterioration. Seller is responsible for the goods until delivery at the designated FOB point.

b) Nonni’s may specify the carrier and/or method of transportation and Seller will process shipping documents and route shipments of the goods from the FOB point accordingly. Seller will comply with all of Nonni’s transportation routing instructions, including, but not limited to, mode of transportation, utilization of assigned carrier and identification of the shipping point. Seller will be responsible for all excess costs incurred because of failure to comply with Nonni’s transportation instructions.

6. RELEASE AUTHORIZATION. When deliveries are specified to be in accordance with Nonni’s releases, Seller will not fabricate or assemble any goods nor procure required materials, nor ship any supplies, except to the extent authorized by such written releases or provisions of this order specifying minimum fabrication or delivery quantities.

7. INSPECTION AND REJECTIONS. Nonni’s may inspect and evaluate all goods, and all services at times and places designated by Nonni’s. Notwithstanding payment or any prior inspection, Nonni’s may revoke acceptance, reject or require correction and return the goods to the Seller (at Seller’s expense and the risk of loss) any goods delivered or services rendered that do not conform to applicable requirements.

8. LABOR DISPUTES. Seller will notify Nonni’s immediately of any actual or potential labor dispute delaying or threatening to delay timely performance of this order, and will include all relevant information to Nonni’s.

9. GENERAL WARRANTY.

a) Seller warrants that the goods or services will (i) comply with all specifications, drawings, descriptions or samples furnished and/or specified by Nonni’s, (ii) be merchantable, and (iii) be free from defects in material and workmanship. Seller further warrants that all goods not designed by Nonni’s will be fit and sufficient for the purposes intended. The warranty term will be coterminous with the warranty extended to Nonni’s distributors by Nonni’s. Seller’s liability for a breach of the warranties given herein will be determined by Nonni’s analysis of a sample of parts against which claims are made that the parts are defective. Seller will participate in such analysis in accordance with Nonni’s procedures.

b) Seller further warrants that on delivery Nonni’s will receive good title to the goods and services, free and clear of all liens and encumbrances and that all goods and services will be free from any actual or claimed patent, copyright, or trademark infringement.

c) These warranties are in addition to any warranties implied by law or otherwise made by Seller and will survive acceptance and payment by Nonni’s.

10. PROPERTY AND SPECIAL TOOLING. Unless otherwise provided in this order, property of every description including all tools, equipment, material, drawings, manufacturing aids and replacements of the foregoing furnished by Nonni’s, either directly or indirectly, or as acquired or manufactured by Seller for use in the performance of this order, for which Seller has been reimbursed by Nonni’s (“Special Tooling”), will be (i) the property of Nonni’s, (ii) plainly marked or otherwise adequately identified by Seller as the property of Nonni’s, and (iii) safely stored separate and apart from Seller’s property. Seller will adhere to the Nonni’s procedure in effect at the time for submitting requests for reimbursement for tooling costs, including, but not limited to, the use of the Nonni’s “Supplier Tool Record” Form. All requests for reimbursement for tooling costs are subject to review, approval and audit by Nonni’s. Seller will retain and not use or rework tooling or property of Nonni’s except for performance or work hereunder or as authorized in writing by Nonni’s. Seller will keep such tooling or property in its possession and/or control in good condition, fully covered by insurance, free of liens and encumbrances and will replace such tooling or property when lost, damaged or destroyed. All Nonni’s tooling or property will be transferred as Nonni’s may direct at any time. If Seller makes any unauthorized transfer of Special Tooling, Seller will reimburse Nonni’s for any costs incurred by Nonni’s in returning the tooling to Nonni’s or moving the tooling as directed by Nonni’s.

11. INSURANCE AND INDEMNIFICATION. Seller will furnish evidence acceptable to Nonni’s of adequate worker’s compensation, comprehensive general liability, automobile and other public liability and property damage insurance coverage in amounts and coverages to cover all claims hereunder. Seller will defend, indemnify and hold Nonni’s harmless against all claims, liabilities, losses, damages and settlement expenses for injury or death of any person and damage or loss of any property allegedly or actually resulting from or arising out of any act or omission, negligent work of Seller or its employees, agents or subcontractors in connection with performing this order, either on Nonni’s property or in the course or their employment.

12. CHANGES.

a) Nonni’s may, at any time, make changes in this order. Any claim by Seller for a change in price adjustment related to a change must be asserted in writing within ten (10) days from date of receipt by Seller of Nonni’s notification of any change. Nonni’s will have the right to verify all claims hereunder by auditing relevant records, facilities, work or materials of Seller.

b) Seller certifies the location(s) from which it will ship the goods covered by the order are as specified in the order. If Seller at any time intends to change such location(s), Seller must notify Nonni’s prior to the change so that the effect of such change can be evaluated, and negotiated as necessary, for its effect on transit time, packaging methods, and other significant impact on Nonni’s. If Seller does not notify Nonni’s of any increased transportation charges in advance of a change in shipping points(s), Seller will be responsible for such costs.

13. CLAIMS ADJUSTMENT. Nonni’s may at any time and without notice deduct or set-off Seller’s claims for money due or to become due from Nonni’s against any claims that Nonni’s has or may have arising out of this or any other transaction between Nonni’s and Seller.

14. CUSTOMS. Seller will promptly notify Nonni’s in writing of material or components used by Seller in filling this order which Seller purchases in a country other than the country in which the goods are delivered to Nonni’s. Seller will furnish Nonni’s with any documentation and information necessary to establish the country of origin or to comply with the applicable country’s rules of origin requirements. Seller will promptly advise Nonni’s of any material or components imported into the country of origin and any duty included in the purchase price of the goods.

15. USE OF Nonni’s NAME. Seller will not, without the prior written consent of Nonni’s, in any manner publish the fact that Seller has furnished or contracted to furnish Nonni’s goods and/or services, or use the name or trademarks of Nonni’s, its products, or any of its associated companies in Seller’s advertising or other publication. Seller will not place its or any third party’s trademark or other designation, on the part if the parts bears a Nonni’s trademark or an identifying mark specified by Nonni’s, or if the part is peculiar to Nonni’s design (“Marked Parts”). Seller will sell Marked Parts, and similar goods, only to Nonni’s and will not sell Marked Parts or similar goods to third parties without Nonni’s prior written consent.

16. INFORMATION DISCLOSED. The specifications, drawings, designs, manufacturing data and other information transmitted to Seller by Nonni’s in connection with the performance of this order are the property of Nonni’s and may be covered by one or more Nonni’s patents, patent applications or copyrights. Seller will handle all of this in such a manner to insure that it is not used for any purpose detrimental to the interests of Nonni’s. Unless expressly provided in this order or otherwise agreed to in writing by Nonni’s, Seller’s disclosure rights regarding products or services related to this order, and information relating thereto shall be limited to any valid copyright thereon or patent Seller may hold covering the manufacture, use and sale of the products or services.

17. ASSIGNMENT. This order will not be assigned or delegated, in whole or in part, without Nonni’s prior written consent, including, but not limited to, the subcontracting or work to be performed hereunder or the transfer of Special Tooling to third parties for the performance of work hereunder.

18. TERMINATION AT Nonni’s OPTION. Nonni’s may terminate this order at any time without cause in whole or in part by written notice, whereupon Seller will stop work on the date and to the extent specified in such notice and terminate all orders and subcontracts that relate to the terminated order. Within thirty (30) days after receipt of termination notice, Seller will submit all claims resulting from such termination. Nonni’s will have the right to verify such claims by auditing the relevant records, facilities, work or materials of Seller and/or its subcontractors. Nonni’s will pay Seller for finished work accepted by Nonni’s as well as for the documented cost to Seller of work in process and raw material allocable to the terminated work which is not in excess of any prior Nonni’s authorization. Payment made under this Clause 18 will constitute Nonni’s only liability for termination hereunder with title and right of possession to all delivered goods and services vesting in Nonni’s immediately upon Nonni’s tender of such payment. The provisions of this Clause 18 will not apply to any cancellation by Nonni’s for default by Seller or for any other cause recognized by law or specified by this order.

19. CANCELLATION FOR DEFAULT. If Seller (i) fails to deliver goods or perform services at the time specified herein, Nonni’s may cancel the whole or any part of this order without any liability, except for payment due for goods and services delivered and accepted.

20. REMEDIES. The rights and remedies herein reserved to Nonni’s are cumulative and in addition to any other or further rights and remedies available at law or in equity. No waiver of any breach of any provision of this order will constitute a waiver of any other breach or a waiver of such provision.

21. REQUIRED COMPLIANCE. In providing goods or services hereunder, Seller will comply with any and all applicable federal, state and local laws (including Canadian or other foreign laws), and regulations promulgated thereunder. Seller will defend, indemnify and hold harmless from and against any and all claims, losses, damages, costs and expenses resulting from or arising out of any failure of Seller or Seller’s employees, agents and subcontractors to comply with any applicable governmental regulations and/or statutes.

22. SUPPLIERS WITH SPECIAL NEED. Nonni’s welcomes suppliers with special needs and encourages Seller to use suppliers with special needs. A supplier with special needs is a business establishment which meets one or more of the following conditions: (i) a small business, as defined in Title 15, Section 632 of the United States Code and related regulations; (ii) a small business owned and controlled by socially disadvantaged individuals (at least 51 percent of the business is owned and controlled by one or more socially and economically disadvantaged individuals and the management and daily business operations are controlled by one or more such individuals); and (iii) a business that is at least 51 percent owned by a woman or women who also control and operate the business. Seller will inform Nonni’s annually the percentage, based on dollar value, of the content provided by suppliers with special needs for the part purchased hereunder as well as the basis for claiming that such content was provided by a supplier with special needs.

23. GOVERNING LAW. This order and all transactions between Nonni’s and Seller will be governed by and construed in accordance with the laws of Delaware as if entirely performed therein.

Revised 4 October 2023