Supplier hereby agrees to provide goods and/or services to SAFS INC.(“SAFS”) pursuant to these term and conditions (“Terms and Conditions”). These Terms and Conditions are hereby incorporated into and made a part of SAFS’s purchase order between you, the Supplier (the “Supplier”) and SAFS. SAFS and Supplier are sometimes each referred to as a “Party” or together as the “Parties.”

SAFS agrees to purchase and Supplier agrees to sell the products, goods, materials, ingredients, parts, items, or equipment (“Products”) and/or perform the services (“Services”) specified on the PO or Order.

1. Acceptance. Supplier’s commencement of work on the Products or Services described on the purchase order or shipment of the Products, whichever occurs first, shall be deemed acceptance of SAFS’s offer to purchase Products identified in this purchase order (“PO”). The only manner to accept this PO is with these Terms and Conditions which are hereby incorporated into and made a part of the PO (collectively, the Terms and Conditions and the PO are referred to herein as the “Order” or the “Agreement”). Acceptance of the Order is strictly limited to the express Terms and Conditions contained herein and any proposal for additional or different terms in Supplier’s acceptance is hereby rejected and shall not apply. Acceptance of the Products by SAFS, or its designee, does not constitute acceptance of any of Supplier’s terms and conditions and does not serve to modify or amend these Terms and Conditions. This Order terminates and supersedes all prior discussions, agreements and understandings with respect to the subject matter hereof between the Parties, whether written, oral or implied (subject to Section 2 below). No agreement or understanding to modify this Order shall be binding upon SAFS unless in writing and signed by SAFS’s authorized agent. SAFS reserves the right to modify these Terms and Conditions through a PO. If there is a conflict between the PO and these Terms and Conditions, SAFS’s modifications to these Terms and Conditions by means of the PO control. All specifications, drawings, and data submitted to or by Supplier are hereby incorporated herein and made a part of the Order.

2. Prior Signed Agreement. The PO or Order consists of: these Standard Terms and Conditions of Purchase; the provisions of the PO or Order containing the link to these Standard Terms and Conditions of Purchase (also referred to herein as the “face” of the PO or Order); any exhibits or attachments to such PO or Order; and any documents incorporated by reference herein or therein. The PO or Order constitutes the entire agreement between the parties with respect to the Products and Services ordered thereunder and supersedes all prior or contemporaneous understandings, negotiations, communications, and agreements, with respect to the subject matter thereof. SAFS rejects any and all additional, different, or inconsistent terms or conditions contained in or incorporated into any quotations, acknowledgements, invoices or any other business document or form (electronic or otherwise) that Supplier provides to solicit the PO or Order from SAFS or sends in response to the PO or Order. No amendment, deletion, supplement or change to the PO or Order by Supplier will be binding unless in a written document signed by both SAFS and Supplier. Notwithstanding the foregoing, if the PO or Order references an agreement in effect between SAFS (or its affiliate) and Supplier, the terms of that agreement will apply with respect to the sale and purchase of Products and/or the performance of Services under the PO or Order, and these Standard Terms and Conditions of Purchase will not apply. SAFS reserves the right to amend these Terms and Conditions through the PO. If there is a conflict between these Terms and Conditions and PO, the terms of the PO shall control. In such event, the Parties shall disregard and give no effect to the conflicting provisions of the Terms and Conditions.

3. The prices and terms stipulated upon in this Order apply to this transaction and are subject to SAFS’s right to discounts, deductions, or rebates. Supplier represents and warrants that the price charged for the Products is the lowest price charged by Supplier for similar volumes of similar Products. Supplier agrees that any price reduction made to Products subsequent to the placement of this Order, but prior to delivery, will be applicable to this Order. Supplier warrants that prices shown on this Order shall be complete and final, and no additional charges of any type, including, but not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, or crating, shall be added without SAFS’s express written consent.

4. Delivery. TIME IS OF THE ESSENCE IN THIS AGREEMENT. Unless the time and place of delivery is specified on the face of this Order, SAFS retains the right to hereafter specify the time and place of delivery and reserves the right to route all shipments. Any deviation from a specified route which results in excess transportation charges, delays, or claims shall be at the expense of Supplier. The Products may not be transshipped or delivered in installments without the prior written consent of SAFS, unless otherwise provided in this Order. Except for delay caused by SAFS, if for any reason, Supplier fails to meet the delivery date, SAFS may, at its option, terminate this Order by giving Supplier notice without incurring any cost or liability. Supplier shall advise SAFS immediately of any shortage or delay in shipment. SAFS may, at its option, accept delayed deliveries from Supplier without waiving its right to demand strict compliance with the delivery schedule set forth in all other deliveries. Supplier shall not substitute, subcontract, or back-order Products without SAFS’s prior written consent. Supplier shall promptly reimburse SAFS for any damages, losses, or penalties incurred by SAFS arising from a late delivery caused by Suppler. Title and risk of loss shall remain with the Supplier until DAP point.

5. Invoicing and Payment Terms. Supplier shall submit invoices to SAFS at the address designated in the applicable Order. Unless otherwise specified, payment shall be made by SAFS within net sixty (60) days of receipt of an undisputed invoice. SAFS agrees to not withhold payment for undisputed amounts and will promptly notify Supplier of any disputed amounts. SAFS at its sole discretion may issue payment to Supplier via credit card and Supplier will be responsible for payment of any credit card transaction fees. SAFS shall have the right to offset or deduct, at its option, from any outstanding amount owed to Supplier by SAFS.

6. Inspection. SAFS has the right to request and receive samples of finished Products for testing at Supplier’s cost. All Products are subject to inspection by SAFS, or its designee, upon or after arrival at destination, even though payment may have been made prior to such arrival. If upon inspection, the Products fail to conform to the requirements of this Order, SAFS shall be entitled to reject the defective or nonconforming Products and return the same to Supplier or dispose of the nonconforming Product as may be appropriate. Supplier shall refund to SAFS any part of the purchase price paid for said defective or nonconforming Products or their disposal, together with all charges incurred by SAFS such as transportation, handling, storage, and lost sales arising therefrom.

7. Packaging. SAFS will pay no charge for cartons, wrapping, packing, boxing, crating, delivery, drayage, or other extras, unless agreed to in writing by SAFS. If applicable, all packages and Products must be packed and marked by Supplier at its own expense in accordance with SAFS’s instructions. All Products, wrappers and containers must bear markings and labels required by applicable United States federal, state, local laws, and regulations. Any packages or Products that do not comply with this Section may be returned to Supplier, at Supplier’s risk and expense. On the date of the shipment, Supplier shall promptly forward to SAFS complete sets of duly executed Supplier’s invoice, shipping documents, certifications, packing list, and any other documents required to be furnished by Supplier.

8. Supplier hereby represents, warrants and guarantees to SAFS that: (a) all Products shall be furnished in a timely and workmanlike manner; strictly conform to the specifications, drawings, or other descriptions furnished to or specified by SAFS; be of merchantable quality; be free from defects in materials and workmanship; and be safe and fit for the intended purpose, including if applicable, fit for human consumption; (b) if the Products consist of services, Supplier shall perform the services using personnel of required skill, experience, and qualifications in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; (c) there shall be no variance in the quantity, size, or quality of the Products unless authorized by SAFS in writing; (d) all Products shall comply with all United States federal, state, and local laws, regulations, and requirements and shall be free of any and all contamination of any type, whether chemical, biological, or otherwise, within the standards established by the Food and Drug Administration or other regulatory agency; (e) the Products shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act or consist of an article which may not be introduced into interstate commerce; (f) SAFS, or its designee, will receive good and valid title to all Products and Work Products, free and clear of all encumbrances and liens of any kind; (g) the Products shall not infringe upon or misappropriate any third-party intellectual property, privacy, or proprietary rights; (h) all warranties of Supplier shall run in favor of SAFS, its owners, affiliates, successors, assigns, distributors, brokers, customers and consumers; and (i) all necessary permits, licenses, and certifications will be secured by Supplier for the Products. The representations and warranties set forth herein shall survive any inspection, delivery, acceptance, or payment by SAFS of the Products or termination of this Order. In the event any Products do not conform to the warranties set forth herein, SAFS may, at SAFS’s option, and without limiting SAFS’s remedies under this Order or applicable law: (1) obtain a full refund of the price paid plus any transportation, storage, and handling charges for such non-conforming Products; (2) return such non-conforming Products to Supplier for correction or replacement, at Supplier’s sole cost and expense; and/or (3) dispose of Products at Supplier’s sole cost and expense. The above warranties shall be in addition to any other warranties, express or implied, that shall apply to the Products, goods or services provided by Supplier pursuant to this Order.

9. Order Changes. SAFS shall have the right at any time to make changes in the drawings, designs, specifications, quantity, delivery schedules, methods of shipment or packing and place of inspection, acceptance and/or point of delivery of any item to be furnished or services to be rendered under this Order until the Products have been delivered. Supplier cannot change the Order without SAFS’s prior written consent. Once changed, Supplier shall proceed diligently to supply the Products contracted for under the changed Order as agreed upon by SAFS. If after consent is provided by SAFS and such change causes a delay or an increase or decrease in expense to Supplier, Supplier shall immediately contact SAFS to negotiate a reasonable adjustment. No claim for such reasonable adjustment by Supplier will be valid unless submitted to SAFS in writing within thirty (30) days from the date of receipt of such notice of change accompanied by an estimate of charges resulting from such changes.

10. Audit. SAFS and/or its agents or representatives shall have the right, from time to time, to audit Supplier’s fields, facilities, manufacturing processes and products. In addition, Supplier shall provide SAFS with a copy of sanitation, pest control, audits, and regulatory inspections, including those undertaken by employees, contractors, or agents of Supplier, upon request. Further, at SAFS’s request, Supplier shall at its sole expense hire a SAFS approved independent third-party auditor to conduct an annual facility and food safety systems audit. Promptly following completion of the audit, Supplier must provide SAFS with the audit report, report summary, list of deficiencies, score (if applicable) and a reasonable plan for addressing all deficiencies identified in the audit.

11. Confidentiality. Supplier acknowledges that in the provision of Products or Services, SAFS may provide, or Supplier may otherwise obtain or see, non-public information, materials, or data that SAFS considers proprietary and/or confidential (“Confidential Information”). Supplier will maintain all Confidential Information that it has seen or received or will in the future see or receive in the strictest confidence, and Supplier will not use Confidential Information or other information provided by SAFS, except as necessary to perform its obligations under the PO or Order. Supplier agrees to only disclose Confidential Information to its employees or agents as and to the extent necessary to enable Supplier to perform under the PO or Order. Supplier will inform each of its employees and agents that have access to such Confidential Information of the obligations under this Section and Supplier will obtain the agreement of each such employee or agent to comply with the provisions of this Section. Supplier will be responsible for any breach of this Section by any employee, agent, or representative. SAFS owns the Confidential Information and Supplier must return or destroy it (including all copies thereof) if requested by SAFS. Except as provided with respect to an audit in accordance with Section 10 above (in which case only the technical information identified in writing and which SAFS needs to know will be disclosed) or upon SAFS’s prior written consent, Supplier agrees and acknowledges that it will not provide to SAFS any Supplier or third-party confidential technical information.

12. Ownership of Work Product. All deliverables, inserts, materials, information, works of authorship, plans, sketches, recipes, formulae, designs, patterns, documents, devices, source codes, data, methods, strategies, procedures, ideas, methods, techniques, drawings, specifications, reports, studies, maps, work sheets, photographs, and other work product, including any derivative works thereto, developed or prepared by Supplier for SAFS in connection with this Agreement (collectively, the “Work Product”) shall be the sole property of SAFS and to the extent that such Work Product is a copyright, it shall be deemed a Work Made for Hire under the U.S. Copyright Act of 1976. All Work Product shall be promptly disclosed and delivered to SAFS when prepared. To the extent that the Work Product does not constitute a Work Made for Hire, Supplier hereby irrevocably assigns, and shall cause Supplier’s personnel to irrevocably assign to SAFS, without separate compensation, all right, title, and interest in and to the Work Product, together with all associated United States and foreign patent, trademark, copyright, trade secret, and proprietary rights, and agrees to execute for no additional compensation, all necessary documents to evidence such assignment. Supplier shall cause Supplier personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such Supplier personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Work Product.

13. Indemnification. Supplier will indemnify, defend and hold harmless SAFS, its affiliates, and their respective employees, officers, directors and agents from and against all losses, damages, liabilities, settlements, judgments, demands, fines, penalties, awards, costs and expenses (including reasonable attorney’s fees and court costs) arising from any claims, actions, suits, demands, or proceedings (whether or not involving a third-party) arising out of or in connection with the performance of the PO or Order, any breach of Supplier’s warranties, representations, covenants or other obligations or duties contained in the PO or Order or any breach or violation of any other obligation or duty under applicable Law, negligent acts or omissions, or willful misconduct relating to the PO or Order by Supplier, its employees, officers, directors, contractors, subcontractors or agents.

14. Insurance. During the term of the PO and for one year thereafter, Supplier shall, at its own expense, carry insurance that at minimum covers the cost of any Product, cost of recovery or removal of Product from the market, and other associated costs, including loss of good will, or $2,000,000 (USD) in general liability coverage and $1,000,000 (USD) in Product liability coverage. If Supplier is a licensed professional (e.g., auditor, consultant, designer, engineer, software developer, etc.), the Supplier must carry Professional Liability Insurance covering liability for damages caused by an error, omission, or negligent act in the provision of the Products and/or the performance of Services with minimum limits of liability of $5,000,000 (USD) per occurrence and $5,000,000 (USD) in the aggregate. Supplier will ensure that SAFS is named as an additional insured and that Supplier insurance carriers waive rights of subrogation against SAFS’s insurance. Supplier must submit a valid Certificate of Insurance to SAFS’s Accounts Payable, ap@safsinc.com.

15. Product Recalls. If any Products provided hereunder are subject to a product recall or product withdrawal for any reason, Supplier shall immediately notify SAFS by telephone and e-mail. Supplier shall notify SAFS prior to any public announcement of a recall or market withdrawal involving the Products, and such notification shall, in all events, occur within twelve (12) hours of Supplier’s decision to recall or announce such market withdrawal. Supplier shall be responsible for all recall communications, including communications with government agencies. Without limiting SAFS’s remedies, Supplier shall at SAFS’s option and Supplier’s expense (including all freight, shipping, and transportation charges), promptly replace all withdrawn or recalled Products or refund the price paid therefor, and shall promptly reimburse SAFS for all restocking, handling, disposal and other costs and expenses incurred as a result of any recalled Products. Supplier shall promptly reimburse SAFS for all losses, costs, expenses, and damages incurred by SAFS as a result of the recall.

16. Termination. In the event: (a) Supplier fails to use due diligence in proceeding with the performance of the work required, or fails to perform upon any of the terms herein, or breaches this Order; (b) Supplier files a petition for bankruptcy or reorganization under the Bankruptcy Act; or (c) Supplier fails to pay when due any charge for labor, Products, materials, or services incurred in connection with this Order, SAFS may, in addition to any other remedies that it has under the law, immediately terminate this Order upon written notice to Supplier.

17. Limitation of Liability. IN NO EVENT SHALL SAFS OR ITS PARENT, RELATED, SUBSIDIARY OR AFFILIATE COMPANIES (AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, OWNERS, REPRESENTATIVES AND EMPLOYEES) BE LIABLE TO THE SUPPLIER UNDER THIS AGREEMENT FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS, LOST REVENUES, BUSINESS INTERRUPTION, OR LOSS OF GOOD WILL), REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM OR LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY (COLLECTIVELY, “INDIRECT DAMAGES”). SAFS’S TOTAL LIABILITY TO THE SUPPLER FOR ALL DAMAGES ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE VALUE OF ANY ORDER WHICH GIVES RISE TO A CLAIM.  IF SUPPLIER BECOMES AWARE OF ANY BREACH OF THIS ORDER BY SAFS, SUPPLIER SHALL GIVE NOTICE TO SAFS NO LATER THAN 5 DAYS AFTER DISCOVERY.

18. Force Majeure. If either Party is unable to perform its obligations under the PO or Order due to any act of God, fire, casualty, flood, earthquake, war, epidemic, riot, insurrection, or any other cause beyond its reasonable control (“Force Majeure Event”), that party will promptly notify the other party in writing, its performance under the PO or Order will be temporarily excused. The affected Party will make reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable. If the inability to perform continues for more than 20 days, the other Party may cancel the PO or Order immediately, without costs or penalty, by giving written notice to the affected party. Unexpected cost increases caused by events or changing market conditions, and labor strikes, work slowdowns, or other job actions at Supplier’s facility are not a Force Majeure Event.

19. Compliance with Laws. Supplier shall comply with all applicable state, federal, and local laws, codes, rules ordinances, opinions, guidelines, regulations, and best industry practices in its performance of this Order.

20. Dispute Resolution and Governing Law. The Laws applying to contracts made and fully performed in the State of Washington will govern the PO or Order. The provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply to the PO or Order. If SAFS and Supplier cannot resolve a dispute regarding the PO through good faith negotiation, any legal action or proceeding arising out of or relating to the PO or Order will be brought exclusively in the U.S. District Court for the Western District of Washington (unless that court does not have jurisdiction over the action or proceeding, in which case the action or proceeding will be brought exclusively in state court in Pierce County, Washington), and each party irrevocably submits to the sole and exclusive jurisdiction of these courts in any action or proceeding. The parties waive their right to a jury trial in any action or proceeding arising out of or related to the PO or Order.

21. Waiver and Severability. Neither any failure nor any delay on the part of either Party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or of any other right, remedy, power, or privilege. If any provision of this Order is determined to be invalid or unenforceable, in whole or in part, that determination will not affect any other provision of this Order and the provision in question will be modified so as to be rendered enforceable. None of the Parties will be entitled to have any provisions of this Agreement construed against any of the other Parties in accordance with any rule of law that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it. The Parties expressly waive the benefit of state and federal law to the same effect, which provides that, in cases of uncertainty, the language of a contract should be interpreted most strongly against the Party who caused the uncertainty to exist. The completion or cancellation of the PO or Order will not affect any rights and obligations which by their nature should continue to survive.

22. Assignment and Subcontracting. Supplier will not assign, delegate, subcontract, or otherwise transfer the PO or Order (or any portion of the PO or Order) or any of its rights or obligations under the PO or Order, without SAFS’s prior written consent. Any attempted assignment, delegation, or transfer by Supplier without SAFS’s prior written consent will be invalid. Supplier will ensure that all material terms of the PO or Order pertaining to the subcontracting of the manufacture and/or supply of any Products or performance of Services are incorporated into any subcontract. Any permitted subcontracting will not relieve Supplier of any of its duties, obligations, responsibilities and/or liabilities under the PO or Order.

SAFS may freely assign all or any portion of the PO or Order without Supplier’s consent and will not be liable for any obligations under the PO or Order that arise after the assignment. Any successors or permitted assigns will be bound by the terms and conditions of the PO or Order.

23. Notice. Any notice required or contemplated by this Order shall be in writing, delivered in person, or email or by fax with the original copy thereof sent immediately thereafter by established overnight courier service on a priority basis addressed to the Parties, at such addresses as may from time to time be provided by the Parties.

24. Survivability. The completion or cancellation of the PO or Order will not affect any rights and obligations which by their nature should continue to survive.

25. Proposition 65. All Products subject to each Order hereunder will comply in all respects with the requirements of the California Safe Drinking Water and Toxic Enforcement Act of 1986 and the regulations thereunder (“Proposition 65”), as amended from time to time, and no exposure to a chemical determined thereunder to cause cancer or reproductive toxicity shall occur from any such Product within the meaning of Proposition 65, unless Supplier first gives written notice of such fact to SAFS and the amount by which the level of chemical exceeds the levels established pursuant to Proposition 65.

26. Independent Contractor. The PO or Order does not create a partnership, joint venture, employment relationship, or other similar relationship between the parties and any of their respective employees. Each Party is an independent contractor to the other Party, has no authority to bind the other Party, and is solely responsible for its respective employees, directors, officers, contractors, subcontractors and agents.

27. Ethical Business Practices. Neither Party will offer or provide to the employees, agents, or other representatives of the other Party any favors, gratuities, gifts, payments, employment, or anything of value, nor enter any other business transactions which might create a conflict of interest, whether or not in an attempt to influence such person’s administration of the provisions of this Agreement or to otherwise gain unfair advantage individually and/or relative to competing suppliers or vendors. Additionally, each Party will immediately report to the other Party any requests made for favors, gratuities, gifts, payments, or anything of value by employees, agents or other representatives of such Party or any employment relationships or business transactions between the Parties and/or their employees, agents or other representatives which might create any conflict of interest, and will cooperate with respect to any inquiry or investigation being conducted related to such activities or alleged activities. Supplier is hereby notified that even if conduct is legal in the location in which it takes place, if it is a legal violation in the country into which the products are transported or sold, then it is prohibited. Supplier must conduct its business ethically and with integrity. Supplier is notified that certain practices are not acceptable, including bribery, forced labor, use of prison labor, trafficked labor, underage labor, and violations of the law that could cause SAFS to violate the law. Supplier must comply with applicable trade, conflict minerals, permissible harvest, and animal welfare laws, and regulations. Supplier is responsible for complying with these standards while supplying Products to SAFS. Violations of these standards may subject Supplier to consequences including termination of business with SAFS. SAFS reserves the right to audit and inspect Supplier at any time to determine if Supplier is complying with these standards.