1. Applicability.  These Purchase Terms and Conditions are applicable and shall govern all Purchaser Orders for non-food goods or services (the “Goods”) under which the “Purchaser” named therein is any one or combination of the following: (a) MORAN FOODS, LLC; (b) MORAN FOODS, LLC, on behalf of itself and its direct and indirect subsidiaries (collectively, “MORAN”); (c) any subsidiary or affiliate of MORAN; (d) MORAN on behalf of MORAN’s wholesale, retail, and third-party-logistics businesses, and MORAN’s licensees/independent retailers and other entities to whom MORAN offers products and services; and (e) any third party for whom MORAN is facilitating the Purchaser Order.  These Purchase Terms and Conditions are expressly incorporated by reference into all such Purchaser Orders (each a “PO”).

  2. Recourse to Purchaser Only.  Supplier agrees and acknowledges that Supplier shall have recourse only to the Purchaser named on the PO.  The Purchaser named on the PO is the only party that shall have any obligations, financial or otherwise, to the Supplier.  For the avoidance of doubt, if MORAN is not the Purchaser named on the PO, MORAN shall have no obligations whatsoever, financial or otherwise, arising under the PO.  In the event Purchaser is not MORAN, Supplier and Purchaser each agree to: (a) indemnify, hold harmless, and defend MORAN against any and all claims arising under or relating to the PO; (b) covenant not to sue MORAN with respect to the PO; (c) look directly to each other for all claims arising out of or relating to the PO; and (d) acknowledge that MORAN is merely facilitating the PO as a non-liable third party administrator.

  3. PO Provisions Control.  Except as set forth below, in the event of any inconsistency between the provisions of the PO, on the one hand, and any other documents’ provisions (including, without limitation, quotes, service report orders, work orders, invoice, shrink-wrap agreement, click-wrap agreement), on the other hand, the PO shall control.  Notwithstanding the foregoing, in the event of any inconsistency between the provisions of the PO, on the one hand, and any related Service Agreement, Master Service Agreement or Statement of Work, on the other hand, the related Service Agreement, Master Service Agreement or Statement of Work shall control.

  4. Acceptance and Agreement.  Supplier’s commencement of work on the Goods subject to this PO or shipment of such Goods, whichever occurs first, shall be deemed an effective mode of acceptance of this PO.  Any acceptance of this PO is expressly limited to acceptance of the express terms contained on the face of this PO.  Any proposal (a “Supplier Counterproposal”) for additional or different terms or any attempt by Supplier to vary in any manner or degree any of the terms of this PO is hereby objected to and rejected, but no Supplier Counterproposal shall operate as a rejection of the offer contained in this PO and such offer shall be deemed accepted without the varying terms contained in the Supplier Counterproposal.

  5. Termination by Purchaser.  Purchaser reserves the right to terminate this PO or any part hereof at Purchaser’s sole convenience.  In the event of such termination, Supplier shall immediately cease all work hereunder and shall immediately cause any of its suppliers or subcontractors to cease such work.  Supplier shall be compensated for reasonable expenses in the event of any such termination, consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination.  Supplier shall not be paid for any work performed after receipt of the notice of termination or for any costs incurred by Supplier’s suppliers or subcontractors which Supplier could reasonably have avoided.

  6. Termination for Cause.  In addition to all other applicable remedies, Purchaser shall have the right to immediately terminate this PO or any part hereof and any other agreements with Supplier in the event Supplier fails to comply with any of these Terms and Conditions, including, without limitation, late deliveries of Goods, defective or non-conforming Goods, or failure to provide reasonable assurances of future performance.  In the event of termination for cause, Purchaser shall not be liable to Supplier for any amount.

  7. Payment Terms.  Unless expressly provided otherwise, Purchaser will make payment to Supplier for undisputed, properly invoiced charges within sixty (60) days after receipt of a correct invoice at the designated Purchaser address.

  8. Compliance with Laws.  Supplier, by accepting this PO, hereby represents, warrants and covenants that all work under this PO, including the production and delivery of Goods, shall be performed in a manner that complies with all applicable laws.  Without limited the generality of the foregoing, Supplier expressly agrees as follows:

    (A) All Goods will be produced and delivered in a manner consistent with all employment and non-discrimination laws, including without limitation: (i) the Internal Revenue Code of 1986, as or as may be amended from time to time; (ii) the Fair Labor Standards Act of 1938, as or as may be amended from time to time; (iii) the Patient Protection and Affordable Care Act of 2010, as or as may be amended from time to time; (iv) the Americans with Disabilities Act of 1990, as or as may be amended from time to time; (v) the Civil Rights Act of 1964, as or as may be amended from time to time; (vi) the Family and Medical Leave Act of 1993, as or as may be amended from time to time; (vii) the Immigration Reform and Control Act of 1986, as or as may be amended from time to time; (viii) the Occupational Safety and Health Act of 1970, as or as may be amended from time to time; (ix) the Pregnancy Discrimination Act of 1978, as or as may be amended from time to time; (x) means (1) the Uniformed Services Employment and Reemployment Rights Act of 1994, as or as may be amended from time to time; (xi) Executive Order 11246 as amended and all regulations promulgated pursuant to that Executive Order including but not limited to the provisions of paragraphs (1) through (7) of the “Equal Opportunity Clause” and the “Certification of Nonsegregated Facilities”; (xii) Section 503 of the Rehabilitation Act of 1973 including the applicable parts of the affirmative action clause entitled “Affirmative Action for Handicapped Workers”; (xiii) the Vietnam Era Veterans Readjustment Assistance Act (30 USC §2012) including the applicable parts of the affirmative action clause entitled “Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era”; (xiv) Executive Order 13496 “Notification of Employee Rights Under Federal Labor Laws”; (xv) all applicable laws of applicable jurisdictions (including state laws) analogous to the foregoing (i) through (xiv).  Supplier further agrees that it shall not engage in the employment of child, forced, indentured, involuntary, prison or uncompensated labor. Purchaser may, upon notice, inspect Supplier’s plant and facilities at reasonable times to determine compliance with the provisions set forth herein.

    B) Supplier agrees to comply with all applicable commercial and public anti-bribery laws, including, without limitation, the US Foreign Corrupt Practices Act and the UK Bribery Act.  Supplier hereby represents, warrants covenants that neither Supplier, nor any persons or entities holding any legal or beneficial interest whatsoever in Supplier, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons.” If the foregoing representation is untrue at any time, an event of default will be deemed to have occurred without the necessity of notice to Supplier.

  9. Warranties. Supplier warrants that (i) the Goods are free from infringement of any patent, trademark,  trade name, or other intellectual property right of a third party and are not in violation of any law, (ii) Supplier has good title to the Goods sold hereunder and guarantees that said title is and shall remain free and clear of any and all liens, mortgages, financing statement, and encumbrances of whatsoever nature, (iii) all services shall be performed in a good workmanlike manner, (iv) to the extent services may disturb existing building materials known or presumed to contain asbestos, Supplier shall conduct the services in accordance with all applicable federal, state, and local environmental and safety laws, (iv) all Goods delivered hereunder are free from defects in design, material and workmanship, (v) the Goods conform to applicable specification, drawings, samples or other description referenced in the PO, and (vi) the Goods will be merchantable and suitable for the purposes intended. The foregoing warranties are in addition to all other warranties provided by law or provided by custom in the industry or given by Supplier.  Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Supplier’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Supplier’s warranty shall run to Purchaser, its successors, assigns and customers, and users of goods sold by Purchaser. Supplier agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Purchaser, when notified of such nonconformity by Purchaser, provided Purchaser elects to provide Supplier with the opportunity to do so. In the event of failure of Supplier to correct defects in or replace nonconforming goods or services promptly, Purchaser, after reasonable notice to Supplier, may make such corrections or replace such goods and services and charge Supplier for the cost incurred by Purchaser in doing so.

  10. Indemnification. Supplier shall indemnify and defend Purchaser, Purchaser’s affiliates, the respective officers, directors, employees, agents, and representatives of Purchaser and Purchaser’s affiliates, and the successors and assigns of the foregoing  against all losses, liabilities, liens, damages, penalties, costs, expenses, and charges (including reasonable attorneys’ fees, investigation costs, and settlement costs) suffered or incurred as a result of, or in connection with, any demand, claim, action, or proceeding asserted, commenced, or threatened by an unaffiliated third party that is (a) based on any allegation which, if true, would constitute a breach of any of Supplier’s representations, warranties, or covenants under this PO, or (b) based on any allegation of tortious or unlawful acts or omissions by Supplier or Supplier’s officers, directors, employees, agents or representatives.

  11. Intellectual Property.  Purchaser shall own all intellectual property rights, and have the sole right to use, all Custom Work Product.  Custom Work Product means all deliverables and other work product (including all inventions, processes, templates, designs, reports, recommendations, analyses, computer programs, documentation, drawings, specifications and data) created by Supplier in connection with the Purchase Order or otherwise relating to the Goods.  Custom Work Product will be deemed to be “works made for hire” owned by Purchaser upon their creation.  To the extent that any Custom Work Product is not deemed to be a “work made for hire” and thus the property of Purchaser by operation of law, Supplier hereby irrevocably assigns, transfers and conveys to Purchaser, without further consideration, all of its right, title and interest (including all Intellectual Property Rights) in and to such Custom Work Product.  Supplier agrees to execute such other documents or take such other actions as Purchaser may reasonably request to perfect Purchaser’s ownership of any Custom Work Product.

  12. Inspection of Goods.  Supplier shall inspect all Goods prior to shipment to Purchaser and shall retain, and make available to Purchaser upon request, all inspection records relating to the Goods. Notwithstanding any prior inspection or payments, all Goods will be subject to final inspection at the destination set forth in the PO.  Should Purchaser determine that the Goods are non-conforming or defective, Purchaser may, at its election and in addition to any other remedies set forth herein, (i) cancel this PO, (ii) accept such Goods with an agreed-upon reduction in price, or (iii) return the Goods and require replacement or credit. Should Supplier fail to deliver replacements for such non-conforming or defective Goods promptly, Purchaser may cover and charge Supplier costs occasioned thereby.

  13. Risk of Loss.  F.O.B. point shall be Purchaser’s location unless otherwise stated in the Description of Goods and/or Services of this PO. Notwithstanding any prior inspection and the F.O.B. point, Supplier will bear all risk of loss, damage or destruction of the ordered Goods until final inspection and acceptance of the Goods by Purchaser. Supplier will bear the same risk with respect to any Goods rejected by Purchaser. Title to, and sale of, the Goods described hereunder passes to Purchaser upon shipment, but all risks of loss are on Supplier as provided herein.

  14. Confidentiality.  Without prior written consent by Purchaser, Supplier shall neither disclose to any person outside its employ or financing companies, nor use for purposes other than performance of this PO, any information pertaining to the existence or terms of this PO, including but not limited to Purchaser’s drawing, blueprints, descriptions or specifications. Upon termination of the PO or when requested by Purchaser, Supplier shall return to Purchaser all written materials delivered to Supplier or generated by Supplier pursuant to the performance of this PO.

  15. No Waiver.  The failure of Purchaser to enforce, at any time, any provision of this PO, to exercise any election or option provided herein, or to require at any time the performance by Supplier of the provisions herein will not in any way, be construed to be a waiver of such provisions.

  16. Amendments.  Modifications or amendments to this PO shall be in the form of an approved revision of this PO (Change Order) issued by the Purchaser.  No course of dealing between or among any persons having any interest in this PO shall be deemed to change any part of this PO or any rights or obligations of any person under, or by reason of, this PO.

  17. Assignment.  Supplier may assign or transfer this PO without the written consent of the Purchaser.

  18. Price Warranty.  Supplier warrants that the prices for the goods sold Purchaser hereunder are not less favorable than those currently extended to any other customer for the same or similar goods in similar quantities. In the event Supplier reduces its price for such goods during the term of this order, Supplier agrees to reduce the prices hereof correspondingly. Supplier warrants that prices shown on this PO shall be complete, and no additional charges of any type shall be added without Purchaser’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, crating.

  19. Time of the Essence.  Time is of the essence in this transaction. Purchaser reserves the right to cancel this PO if shipment of all Goods is not received by the Delivery Date, or if no Delivery Date is indicated, if not timely received, or in the case of services to be performed, at any time. Supplier will notify Purchaser of any delays or threats of delay in the timely delivery or performance of Goods. Purchaser may revoke any acceptance of the Goods for defect or nonconformity within a reasonable time. If Supplier becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of creditors or has a trustee appointed to take possession of Supplier’s property or business, this PO and/or any related PO may be cancelled, without liability, at Purchaser’s option.

  20. Applicable Law; Jurisdiction.  The interpretation and construction of this PO, all performance under this PO, and all claims relating to, or arising out of, this PO or its breach, whether actionable under contract, tort, statute, or otherwise, will be governed by the substantive laws of the State of Missouri, except for any choice‑of‑law principles that would result in the application of the laws of another jurisdiction.  The Supplier hereby consents to the exclusive jurisdiction of the state and federal courts located within the State of Missouri.

  21. Audits.  Purchaser and its auditors (internal and external), regulators, and other representatives (collectively, “Auditors”) will have the right to audit the systems, records, practices and procedures of Supplier that pertain to this PO (collectively, “Audits”).  Audits will be conducted during business hours and upon reasonable advance notice, except in the case of Audits by regulators, Audits conducted to investigate actual or suspected security breaches, or Audits investigating allegations of illegal behavior.  Supplier will cooperate fully with Purchaser and its Auditors in conducting Audits.  Following an Audit, Purchaser may provide a written report of its findings to Supplier, including any issues or problems discovered by the Audit.  This PO may be terminated by Purchaser for cause if Supplier fails to correct such issues or problems within 30 days, Audits will be conducted at Purchaser’s expense, unless an Audit determines that Supplier has overcharged Purchaser by an amount equal to or greater than five percent of Supplier’s total charges invoiced under this PO for the period being audited, in which case Supplier will reimburse Purchaser for the cost of the Audit.  In support of Purchaser’s Audit rights, Supplier will retain all records pertaining to performance of this PO for the longer of two years after the date of this PO or as required by applicable laws.

  22. Dispute Resolution.  Any controversy, claim, or dispute of whatever nature arising between the parties (a “Dispute”) shall be resolved by mediation or, failing mediation, by binding arbitration, in each case to occur within the State of Missouri.  This agreement to mediate or arbitrate shall continue in full force and effect despite the expiration, rescission, or termination of this PO.  Either party may begin the mediation process by giving a written notice to the other party setting forth the nature of the Dispute.  The parties shall attempt in good faith to resolve the Dispute by mediation within 60 days of receipt of that notice.  If the Dispute has not been resolved by mediation as provided above, or if a party fails to participate in mediation, then the Dispute shall be resolved by binding arbitration in Saint Louis, Missouri.  The arbitration shall be undertaken pursuant to the substantive laws of the State of Missouri and the Federal Arbitration Act, and the decision of the arbitrator(s) shall be enforceable in any court of competent jurisdiction.  The parties knowingly and voluntarily waive their rights to have any Dispute tried and adjudicated by a judge or jury.  Any party may demand arbitration as provided above by sending written notice to the other party. The arbitration and the selection of the arbitrator(s) shall be conducted in accordance with such rules as may be agreed upon by the parties, or, failing agreement within 30 days after arbitration is demanded, under the Commercial Arbitration Rules of the American Arbitration Association, as such rules may be modified by this agreement.  In any Dispute which involves more than $1,000,000 in damages, three arbitrators shall be used.  Unless the parties agree otherwise, they shall be limited in their discovery to directly relevant documents.  The arbitrator(s) shall resolve any discovery disputes.  The arbitrator(s) shall have the authority to award actual money damages (with interest on unpaid amounts from the date due), specific performance, and temporary injunctive relief, but the arbitrator(s) shall not have the authority to award exemplary or punitive damages, and the parties expressly waive any claimed right to receive money damages in excess of its actual compensatory damages.  The costs of arbitration, but not the costs and expenses of the parties, shall be shared equally by the parties.  If a party fails to proceed with arbitration, unsuccessfully challenges the arbitration award, or fails to comply with the arbitration award, the other party is entitled to costs, including reasonable attorney’s fees, for having to compel arbitration or defend or enforce the award.  Except as otherwise required by law, the parties agree to maintain as confidential all information or documents obtained during the arbitration process, including the resolution of the Dispute.  Notwithstanding the above, the parties recognize that certain business relationships could give rise to the need for one or more of the parties to seek emergency, provisional, or summary relief.  Immediately following the issuance of any such relief, the parties agree to the stay of any judicial proceedings pending mediation or arbitration of all underlying Disputes.

  23. Publicity.  Without the written consent of the other party,neither party may make or issue any public announcement, press release, advertisement, or marketing materials that refer to the other party, to Purchaser’s acquisition of Goods from Supplier, or to the subject matter of this PO.  This provision, however, shall not prevent a party from publicly disclosing information that it determines, in its reasonable judgment, it is required to disclose or file to comply with securities laws or other legal requirements.