These Standard Terms and Conditions of Sale ("Terms") constitute the entire agreement between Global Food Solutions, Inc. ("Seller") and the purchasing entity ("Buyer") with respect to the sale of products. By placing an order, Buyer accepts these Terms in full. No additional or different terms proposed by Buyer shall be binding unless expressly agreed to in writing by an authorized representative of Seller.

These Terms supersede all prior negotiations, representations, warranties, commitments, offers, and communications, whether written or oral, between the parties regarding the subject matter herein.

All prices are as quoted at the time of order confirmation and are subject to change without notice prior to acceptance. Prices do not include taxes, shipping, or handling unless expressly stated. Any applicable sales, use, excise, or similar taxes shall be the responsibility of Buyer.

For commodity-linked products, pricing is subject to market fluctuations and may be adjusted based on the applicable market index as specified in the quote or contract.

Unless otherwise agreed in writing, payment terms are Net 30 days from date of invoice. Seller reserves the right to require advance payment, COD, or other payment security for new accounts or accounts with unsatisfactory credit standing.

Past due amounts shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is less. Buyer shall be responsible for all costs of collection, including reasonable attorneys' fees.

Delivery dates are approximate and not guaranteed. Seller shall use commercially reasonable efforts to meet requested delivery dates but shall not be liable for delays. Title to products shall pass to Buyer upon delivery to the carrier at Seller's shipping point (FOB Origin) unless otherwise specified in writing.

Risk of loss or damage to the products shall pass to Buyer upon tender of delivery to the carrier at Seller's shipping point, regardless of the shipping terms, unless otherwise agreed in writing. Buyer is responsible for inspecting goods upon receipt and filing any freight claims directly with the carrier.

Buyer shall inspect all products promptly upon receipt. Any claim for shortage, damage, or nonconformity must be made in writing to Seller within 48 hours of delivery. Failure to provide timely written notice shall constitute acceptance of the products and a waiver of any claims.

No products may be returned without prior written authorization from Seller (RMA). Authorized returns must be in original packaging and in resalable condition. Perishable goods are not eligible for return unless defective upon delivery. Credit for authorized returns will be issued within 30 days of receipt by Seller.

Seller warrants that products will conform to the specifications set forth in the applicable product documentation at the time of shipment. Products are warranted to be free from material defects and to comply with all applicable federal and state food safety regulations. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SALE OR USE OF PRODUCTS. Seller's total liability for any claim shall not exceed the purchase price of the specific products giving rise to the claim.

Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from Buyer's use, resale, or distribution of the products, or from Buyer's breach of these Terms.

Seller shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, labor disputes, shortages of materials, transportation delays, governmental regulations, or supplier failures.

Orders may not be cancelled or modified without prior written consent of Seller. If Seller agrees to cancellation, Buyer may be subject to a restocking fee of up to 25% of the order value, plus any costs incurred by Seller in processing the order.

Both parties agree to maintain the confidentiality of all non-public information received from the other party, including but not limited to pricing, customer lists, supplier relationships, and business strategies. This obligation shall survive termination of the business relationship for a period of two (2) years.

All trademarks, trade names, logos, and intellectual property of Seller remain the exclusive property of Seller. Buyer shall not use Seller's intellectual property without prior written consent, except as necessary for the resale of products in their original packaging.

Both parties shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with the sale, purchase, and use of products, including but not limited to the Federal Food, Drug, and Cosmetic Act, FSMA, and all applicable USDA regulations.

Both parties agree to cooperate fully in the event of a product recall or food safety incident. Buyer shall maintain records sufficient to enable complete traceability of products purchased from Seller. In the event of a recall, both parties shall act promptly and in accordance with applicable regulatory requirements. Buyer shall notify Seller immediately upon becoming aware of any food safety concern related to products purchased from Seller.

Seller shall maintain commercially reasonable insurance coverage, including commercial general liability and product liability insurance, throughout the term of the business relationship. Certificates of Insurance will be provided upon request.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Suffolk County, New York.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

These Terms may only be amended by a written document signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.